SharonAI Holdings Inc. SEC Filings

SharonAI Holdings Inc. Head of Corporate Development Nicholas Hughes‑Jones has filed an initial ownership report detailing equity interests in the company. The filing lists multiple tranches of restricted stock units (RSUs), each representing a right to receive one share of SHAZ Class A Ordinary Common Stock.

Some RSUs are already fully vested, while others vest only if SharonAI completes exchange or sale transactions, exceeds a $100 million valuation, reaches specified GPU, revenue or investor relations milestones, or achieves a 25% total shareholder return in 2026. Additional RSUs depend on completing certain debt financings and successfully listing securities on both Nasdaq and the Australian Stock Exchange.

The report also shows indirect holdings through related entities, including a Convertible Note convertible into Chess Depositary Interests or Class A shares, 1,160,472 Class A Ordinary shares and 45,447 Class B Super voting shares held via affiliated trusts and companies, plus smaller Class A holdings of 2,536 shares.

SharonAI Holdings Inc. Chief Technology Officer Mons Daniel Bernard filed an initial ownership report showing multiple holdings of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.

The RSUs vest only if specific conditions are met, including exchange or sale transactions, milestones for the number of GPUs in service, and revenue targets. Other awards depend on personal performance criteria, broader performance measures, SOC 2 and ISO 27001 certifications before late 2026, and corporate governance milestones.

Some RSUs are already fully vested, while others vest on December 31, 2026 if total shareholder return reaches 25% in 2026 or if service uptime and platform functionality goals are achieved. The footnotes state that these RSUs have no expiration date.

SharonAI Holdings Inc. COO Leece Andrew filed an initial Form 3 detailing direct and indirect holdings in the company. Direct interests consist of various tranches of restricted stock units, each tied to specific performance or event-based vesting conditions, such as a company valuation above $100 million, revenue milestones, GPU deployment targets, corporate governance milestones, total shareholder return of 25% in 2026, and capital expenditure deployment and cost targets.

Some RSU grants are already fully vested and all referenced RSUs carry no expiration date. Indirect interests include Convertible Notes and Class A and Class B shares held through entities such as Strat Capital Pty Ltd ATF Alpha Juliett Trust, Strat Capital Pty Ltd ATF AJ Digital Trust, Strat Cap No.1 Pty Ltd, and by family. The Convertible Notes are convertible into Chess Depositary Interests upon an Australian Stock Exchange listing, or into Class A Ordinary Common Stock if the company lists on Nasdaq instead within specified deadlines.

SharonAI Holdings Inc. director Cairns Alastair John filed an initial statement of ownership, listing equity awards rather than new trades. He reports direct ownership of stock options covering 18,643 shares and restricted stock units covering 39,904 shares.

The footnote explains that each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock. One-third of these units will vest on each of the first, second and third anniversaries of the grant date, and the units have no expiration date.

SharonAI Holdings Inc. filed an initial ownership report for its Chief Financial Officer, Timothy George Broadfoot. The Form 3 shows he holds various restricted stock units (RSUs) that each represent a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.

Some RSUs are fully vested with no expiration date, while others vest only if the company meets specific performance or event milestones. These include a valuation above $100 million, revenue and corporate governance milestones, achieving certain GPU deployment levels, timely filing of SEC reports for fiscal year 2026, completion of debt financings before December 31, 2026, successful dual listings on Nasdaq and the Australian Stock Exchange, and full receipt of funds from the sale of TCDC. The filing also notes indirect ownership of Class A Ordinary Common Stock through Broadfoot Group Pty Ltd ATF The Broadfoot Family Trust and DSS AI Pty Ltd.

SharonAI Holdings Inc. has filed a prospectus covering resale of up to 5,302,072 shares of Class A Ordinary Common Stock and up to 214,982 additional shares issuable upon exercise of Private Warrants, plus primary issuance of up to 230,000 shares underlying Public Warrants.

These securities stem from its December 2025 business combination, convertible note conversions and SPAC-era warrants with a cash exercise price of $575.00 per share, which could raise about $256 million if all 444,982 warrants are exercised for cash.

SharonAI highlights rapid expansion in AI/HPC infrastructure, including an Australian cloud platform and U.S. data center development, funded by a $2.25 million 10% convertible note round and a much larger approximately $103 million AU Convertible Note financing. It also completed a 1‑for‑50 reverse stock split and reduced authorized common stock, positioning the capital structure for future growth and financings.

Recent developments include acquiring additional Texas land for a 250 MW sustainable data center project, then agreeing to sell its 50% interest in Texas Critical Data Centers LLC for up to $70 million in cash, NUAI equity and a secured convertible note. Governance is evolving as long‑time executive Wolfgang Schubert resigned as CEO and director in January 2026, transitioning to a consulting role, while chairman James Manning became CEO under a new employment agreement.

SharonAI Holdings Inc. has filed an amended S-1 registering the resale of 5,302,072 Class A Ordinary shares plus up to 214,982 shares issuable on exercise of private warrants, and the primary issuance of up to 230,000 shares underlying public warrants.

The company recently completed a SPAC business combination, effected a 1-for-50 reverse stock split and reports 11,968,505 common shares outstanding as of February 6, 2026. It details prior $2.25 million convertible notes that converted into equity, a new approximately $103 million AU convertible note financing, and significant Texas data center land purchases and the sale of its Texas Critical Data Centers interest for up to $70 million in cash, stock and a secured note.

The filing also describes leadership changes, with Wolfgang Schubert resigning as CEO and James Manning appointed CEO, and outlines potential future financings, including a proposed up to $200 million Digital Alpha investment and a proposed up to $500 million debt facility, alongside extensive risk factors around losses, capital needs, customer concentration, supply chains and cybersecurity.

SharonAI Holdings Inc. filed an update on its independent auditors. On January 6, 2026, the board’s audit committee dismissed CBIZ CPAs P.C. as the company’s independent registered public accounting firm and, effective the same date, engaged HoganTaylor LLP to audit the company’s financial statements for fiscal year 2025.

The company explains that CBIZ CPAs had taken over the attest business of prior auditor Marcum LLP in November 2024 and was engaged as auditor in May 2025, but CBIZ CPAs did not issue any audit reports during its engagement. SharonAI states that from May 23, 2025 through January 6, 2026 there were no disagreements or reportable events with CBIZ CPAs as defined under SEC rules. The company also notes it did not consult HoganTaylor during 2024 on accounting or auditing matters before this engagement.