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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 6, 2026
SHARONAI HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware |
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333-287287 |
|
41-2349750 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
745 Fifth Avenue, Suite 500,
New York, NY 10151
(Address of principal executive offices, including zip code)
(347) 212-5075
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01. Changes in Registrant’s Certifying
Accountant.
On,
and effective as of, January 6, 2026, the Audit Committee (the “Committee”) of the Board of Directors of SharonAI Holdings,
Inc. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent
registered public accounting firm. Also on, and effective as of, January 6, 2026, the Committee approved the engagement of HoganTaylor
LLP (“HoganTaylor”) as the Company’s independent registered public accounting firm for the Company’s fiscal year
2025 audit.
As
previously disclosed, CBIZ CPAs acquired the attest business of Marcum, LLP (“Marcum”), the Company’s prior
independent registered public accounting firm, effective November 1, 2024. Marcum continued to serve as the Company’s
independent registered public accounting firm through May 23, 2025. On May 23, 2025, the Company terminated its relationship with
Marcum as the Company’s independent registered accounting firm and, with the approval of the Committee, engaged CBIZ CPAs as
the Company’s independent registered public accounting firm. CBIZ CPAs did not issue any audit report during the period of its
engagement.
From
May 23, 2025 through January 6, 2026, the date of CBIZ CPAs’ dismissal, there were (a) no disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) between the Company and CBIZ CPAs on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of CBIZ CPAs,
would have caused CBIZ CPAs to make reference to such disagreement in its reports, if such reports had been issued, and (b) no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The
Company provided CBIZ CPAs with a copy of this current report on Form 8-K and requested that CBIZ CPAs furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether CBIZ CPAs agreed with the statements made by the Company set forth
above. A copy of CBIZ CPAs’ letter, dated January 7, 2026 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During
the fiscal year ended December 31, 2024 neither the Company, nor anyone on behalf of the Company, consulted HoganTaylor regarding: (i)
the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company
that HoganTaylor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning of Item
304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from CBIZ CPAs P.C. to the Securities and Exchange Commission, dated as of January 7, 2026. |
| 104 |
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Cover Page Interactive
Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SHARONAI HOLDINGS, INC. |
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By: |
/s/ Wolfgang Schubert |
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Name: |
Wolfgang Schubert |
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Title: |
Chief Executive Officer |
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| Date: January 7, 2026 |
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