SharonAI Holdings Inc-A 2025年度报告

FORM 10-K ցANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 SHARONAI HOLDINGS INC. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesտNoց Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesտNoց Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.տ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.տ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to § 240.10D-1(b).տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesտNoց The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completedsecond fiscal quarter ended June 30, 2025 was $0. The registrant’s common equity being trading on December 18, 2025. The number of shares of Class A Ordinary Common Stock and Class B Super Common Stock outstanding as of March 30, 2026 was 15,998,830 and 136,341 respectively. DOCUMENTS INCORPORATED BY REFERENCE: NONE SHARONAI HOLDINGS INC.FORM 10-KDECEMBER 31, 2025TABLE OF CONTENTSPART I6Item 1.Business6Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments58Item 1C.Cybersecurity59Item 2.Properties59Item 3.Legal Proceedings59Item 4.Mine Safety Disclosures59PART II60Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities60Item 6.[Reserved]60Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations60Item 7A.Quantitative and Qualitative Disclosures About Market Risk67Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure68Item 9A.Controls and Procedures68Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69PART III69Item 10.Directors, Executive Officers and Corporate Governance69Item 11.Executive Compensation75Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters79Item 13.Certain Relationships and Related Transactions, and Director Independence82Item 14.Principal Accountant Fees and Services84PART IVItem 15.Exhibits and Financial Statements Schedules85Item 16.Form 10-K Summary87SIGNATURES88-2- CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties,as well as assumptions that, if they never materialize or pro