SharonAI Holdings Inc-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ________________ Commission File Number:001-43129 SHARONAI HOLDINGS INC. (Exact name of registrant as specified in its charter) (347) 212-5075(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such 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. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of August 5, 2026, the issuer had a total of 35,667,164 Class A Ordinary Common Stock and 136,341 Class B Super CommonStock, par value $0.0001 per share, outstanding. SHARONAI HOLDINGS INC.FORM 10-QFOR THE QUARTER ENDED JUNE 30, 2026 TABLE OF CONTENTS Item 1.Financial Statements3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risks36Item 4.Controls and Procedures36 Item 1.Legal Proceedings38Item 1A.Risk Factors38Item 2.Unregistered Sales of Equity Securities and Use of Proceeds40Item 3.Defaults Upon Senior Securities40Item 4.Mine Safety Disclosures40Item 5.Other Information41Item 6.Exhibits41Signatures42 PART I - FINANCIAL INFORMATION SHARONAI HOLDINGS INC.CONSOLIDATED CONDENSED BALANCE SHEETS(Unaudited) SHARONAI HOLDINGS INC.CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)(Unaudited) SHARONAI HOLDINGS INC.CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS(Unaudited) See accompanying Notes to Consolidated Condensed Financial Statements. SHARONAI HOLDINGS INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(Unaudited) Note 1. Description of Business Unless otherwise stated in this Notes to Consolidated Condensed Financial Statements, references to “we,” “us,” “our,” “Company”or “our Company” are to SharonAI Holdings Inc. and its subsidiaries. The consolidated condensed financial statements cover SharonAI Holdings Inc. (“the Company” or “SAI”) and its controlled entities(“the Group”). SharonAI Inc. (“SA Inc.”) is a digital infrastructure provider, incorporated in the state of Delaware in the United States of America onFebruary 15, 2024. On April 29, 2024, SA Inc. and Alternative Asset Management Pty Ltd (“AAM”), who had identical ownership interest as SA Inc.,completed a share exchange. AAM did not have business operations but owned digital infrastructure assets, including GPU servers andrelated equipment that had historically supported cryptocurrency mining activities and were subsequently utilized in the Company’s AIand high-performance computing (“HPC”) infrastructure business. Pursuant to the transaction there was no change in relative votinginterest amongst the existing shareholders of both entities. See Note 2- principles of consolidation for additional reportingconsiderations for the share exchange. On June 30, 2024, SA Inc. acquired the majority equity interest of Distributed Storage Solutions Limited (“DSS”). DSS is a cloudstorage provider providing robust data storage infrastructure in the Filecoin network with additional focus on high performancecomputing (“HPC”) and artificial intelligence (“AI”), which was determined to be a business combination. In January of 2025, SA Inc. formed a 50:50 joint venture with New Era Energy & Digital Inc. (“NUAI”), named Texas Critical DataCenters LLC (“TCDC”), to fu