UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-43129

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		41-2349750
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

745 5th Ave, Suite 500 New York, NY		10151
(Address of principal executive offices)		(Zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Common Stock, par value $0.0001		SHAZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has 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 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

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 May 13, 2026, the issuer had a total of 16,607,910 Class A Ordinary Common Stock and 136,341 Class B Super Common Stock, par value $0.0001 per share, outstanding.

SHARONAI HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

Item		Number
	Part I – Financial Information

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	26
Item 4.	Controls and Procedures	26

	Part II – Other Information

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	28
Item 6.	Exhibits	28
	Signatures	29

-2-

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	164,288,288		$	71,073,024
Trade and other receivables		5,043,589			749,677
Convertible notes receivable		51,013,699			-
Investment in NUAI shares		8,490,885			-
Convertible note proceeds receivable		-			15,171,072
Assets held for sale		1,165,427			1,135,490
Other current assets		688,193			288,191
Total current assets		230,690,081			88,417,454
Property and equipment, net		14,802,568			15,207,775
Right of use assets, net		6,906,463			7,140,877
Equipment and lease prepayments		42,453,168			-
Certificates of deposits		989,749			915,397
Other long-term assets		-			3,414,432
Goodwill		18,044,215			18,044,215
TOTAL ASSETS	$	313,886,244		$	133,140,150
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Trade and other payables	$	20,981,761		$	3,433,320
Warrant liability		6,675			890,000
Note payable		5,997			2,254,968
Convertible notes		199,358,226			129,017,286
Finance lease liabilities, current portion		1,116,796			1,072,820
Other current liabilities		-			2,701,932
Total current liabilities		221,469,455			139,370,326
Finance lease liabilities, net of current portion		3,785,968			3,918,081
TOTAL LIABILITIES		225,255,423			143,288,407
Stockholders’ equity (deficit):
Common Stock- Class A (15,998,830 and 11,832,164 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)		1,600			1,183
Common Stock- Class B (136,341 shares issued and outstanding as of March 31, 2026 and December 31, 2025)		14			14
Common Stock, value		14			14
Additional paid-in capital		153,743,335			33,861,613
Accumulated deficit		(63,444,954	)		(43,529,190	)
Accumulated other comprehensive loss		(1,458,994	)		(372,992	)
Noncontrolling interest		(210,180	)		(108,885	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		88,630,821			(10,148,257	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	313,886,244		$	133,140,150

See accompanying Notes to Consolidated Condensed Financial Statements.

-3-

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Revenue	$	294,014		$	325,092
Cost of Revenue		525,816			313,382
Gross profit (loss)		(231,802	)		11,710
Share-based compensation		382,158			467,623
Selling, general and administrative expenses		4,015,219			1,007,430
Other expenses		1,318,001			506,418
Other income		(3,127,957	)		(808,513	)
Loss from operations		(2,819,223	)		(1,161,248	)
Non-operating income (expense), net:
Change in fair value of digital assets		-			(328,433	)
Change in fair value of warrant liabilities		883,325			-
Change in fair value of NUAI shares		(1,509,115	)		-
Change in fair value of convertible notes		(70,227,754	)		-
Gain on sale of investment in TCDC		65,919,712			-
Interest income (expense), net		1,259,886			(12,391	)
Loss before income taxes		(6,493,169	)		(1,502,072	)
Income tax (expense) benefit		(13,518,652	)		62,582
Net loss		(20,011,821	)		(1,439,490	)
Net loss attributable to non-controlling interest		(96,057	)		(6,910	)
Net loss attributable to SharonAI Holdings Inc.	$	(19,915,764	)	$	(1,432,580	)
Net loss per share, basic and diluted	$	(1.43	)	$	(1.34	)
Weighted-average number of shares outstanding		13,959,245			1,067,213

See accompanying Notes to Consolidated Condensed Financial Statements.

-4-

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Net loss	$	(20,011,821	)	$	(1,439,490	)
Net loss attributable to non-controlling interest		(96,057	)		(6,910	)
Net loss attributable to SharonAI Holdings Inc.		(19,915,764	)		(1,432,580	)

Foreign currency translation adjustments		(1,091,240	)		(105,513	)
Other comprehensive loss		(1,091,240	)		(105,513	)
Other comprehensive loss attributable to noncontrolling interest		(5,238	)		(506	)
Other comprehensive loss attributable to SharonAI Holdings Inc.		(1,086,002	)		(105,007	)
Comprehensive loss attributable to SharonAI Holdings Inc.	$	(21,001,766	)	$	(1,537,587	)

See accompanying Notes to Consolidated Condensed Financial Statements.

-5-

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

Three Months Ended March 31, 2026

			#		$		#		$		#		$		$			$			$			$			$			$
			Common Stock- Class A				Common Stock- Class B				Options Reserve				Additional Paid-In Capital			Accumulated income (deficit)			Accumulated Comprehensive Income (Loss) (AOCI)			Total SharonAI Inc.’s Equity			Non Controlling Interest			Total Stockholders’ Equity (Deficit)
			#		$		#		$		#		$		$			$			$			$			$			$
Balance at December 31, 2025	-	-		11,832,164		1,183		136,341		14		65,489		-		33,861,613			(43,529,190	)		(372,992	)		(10,039,372	)		(108,885	)		(10,148,257	)
Issuance of common stock – NASDAQ offering				4,166,666		417		-		-		-		-		124,999,563			-			-			124,999,980			-			124,999,980
Share issuance costs				-		-		-		-		-		-		(5,499,999	)		-			-			(5,499,999	)		-			(5,499,999	)
Share based compensation				-		-		-		-		-		-		382,158			-			-			382,158			-			382,158
Net loss	-	-		-		-		-		-		-		-		-			(19,915,764	)		-			(19,915,764	)		(96,057	)		(20,011,821	)
Equity adjustment from Foreign Currency Translation (CTA)				-		-		-		-		-		-		-			-			(1,086,002	)		(1,086,002	)		(5,238	)		(1,091,240	)
Balance at March 31, 2026	-	-		15,998,830		1,600		136,341		14		65,489		-		153,743,335			(63,444,954	)		(1,458,994	)		88,841,001			(210,180	)		88,630,821

Three Months Ended March 31, 2025

	#		$		#		$		#		$		#			$		$		$			$			$			$			$
	Series A Preferred				Series B Preferred				Common Stock- Class A				Options Reserve					Additional Paid-In Capital		Accumulated income (deficit)			Accumulated Comprehensive Income (Loss) (AOCI)			Total SharonAI Inc.’s Equity			Non Controlling Interest			Total Stockholders’ Equity
	#		$		#		$		#		$		#			$		$		$			$			$			$			$
Balance at December 31, 2024		15,000		2		27,000		3		9,703,042		107		65,489			-		33,304,160		(3,905,281	)		423,857			29,822,849			86,096			29,908,945
Share based compensation		-		-		-		-		-		-		(2,835	)		-		467,623		-			-			467,623			-			467,623
Net loss		-		-		-		-		-		-		-			-				(1,432,580	)		-			(1,432,580	)		(6,910	)		(1,439,490	)
Equity adjustment from Foreign Currency Translation (CTA)		-		-		-		-		-		-		-			-		-		-			(105,008	)		(105,008	)		(506	)		(105,514	)
Balance at March 31, 2025		15,000		2		27,000		3		9,703,042		107		62,654			-		33,771,783		(5,337,861	)		318,849			28,752,884			78,680			28,831,564

See accompanying Notes to Consolidated Condensed Financial Statements.

-6-

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period, including noncontrolling interest	$	(20,011,821	)	$	(1,439,490	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		1,318,001			382,131
Share based compensation		382,158			467,623
Change in fair value of digital assets		-			328,433
Intangible assets (FIL) revenue		-			(77,758	)
Intangible assets (FIL) cost of revenue		-			33,663
Amortization of intangible assets		-			275,000
Deferred tax liability		-			(112,767	)
Unrealized (gains) losses on foreign currency exchange		(3,206,678	)		(102,591	)
Change in fair value of NUAI shares		1,509,115			-
Change in fair value of warrant liability		(883,325	)		-
Change in fair value of convertible notes		70,227,754			-
Gain on sale of investment in TCDC		(65,919,712	)		-
Gain on sale of property and equipment		-			(808,513	)
Changes in assets and liabilities:
Trade and other receivables		(4,588,742	)		(66,677	)
Other current assets		(1,400,349	)		11,698
Other long-term assets		-			4,534
Trade and other payables		4,307,291			(223,391	)
Income tax payable		13,518,652			-
Other current liabilities		(2,701,932	)		-
Net cash provided by (used in) operating activities		(7,449,588	)		(1,328,105	)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposit paid on property and equipment		(42,453,168	)		-
Purchase of certificates of deposit		(50,218	)		-
Payment for the purchase of property and equipment		(66,712	)		(32,963	)
Proceeds received from the sale of TCDC investment		9,850,000			-
Net cash provided by (used in) investing activities		(32,720,098	)		(32,963	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs		119,499,981			-
Cash received from convertible note issuance		15,171,072			-
Payment for lease liabilities		(219,721	)		(109,225	)
Repayment of note payable		(2,249,124	)		-
Net cash provided by (used in) financing activities		132,202,208			(109,225	)
Effect of exchange rate changes on cash and cash equivalents		1,182,741			(109,814	)
Net cash increase/(decreases) in cash and cash equivalents		93,215,263			(1,580,107	)
Cash and cash equivalents at beginning of period		71,073,024			4,424,805
Cash and cash equivalents at end of period	$	164,288,288		$	2,844,698

Refer to Note 19 for the supplemental cash flows information.

See accompanying Notes to Consolidated Condensed Financial Statements.

-7-

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 on February 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 certain mining assets. Pursuant to the transaction there was no change in relative voting interest amongst the existing shareholders of both entities. See Note 2(b) for additional reporting considerations for the share exchange.

On June 30, 2024, SA Inc. acquired the majority equity interest of Distributed Storage Solutions Limited (“DSS”). DSS is a cloud storage provider providing robust data storage infrastructure in the Filecoin network with additional focus on high performance computers (HPC) and artificial intelligence, which was determined to be a business combination.

In January of 2025, SA Inc. formed a 50:50 joint venture with New Era Helium, Inc. (“NUAI”), named Texas Critical Data Centers LLC (“TCDC”), to fund, develop, and construct a planned 250MW net-zero energy data center behind the meter with a natural gas-fired power plant within the Permian Basin in Western Texas. New Era Helium, Inc. is a Nasdaq listed industrial gas company that is expected to provide a portion of the natural gas required by the power plant.

On January 28, 2025, the Company entered into a Business Combination Agreement (“BCA”) with Roth CH Acquisition Co. (“Roth”) and subsequently on October 21, 2025 filed an S-4 registration statement in participation with Roth with the Securities and Exchange Commission (“SEC”).

On June 9, 2025, the Company made a strategic decision to cease its participation in the operations associated with the Filecoin ecosystem in order to focus its resources and efforts on the continued growth of its high-performance GPU-as-a-Service (GPUaaS) business. This decision aligns with the Company’s long-term strategy to concentrate on providing scalable, on-demand computing infrastructure for artificial intelligence, research, and other data-intensive applications.

As of June 30, 2025, all activities related to the Company’s prior Filecoin-related operations had been fully wound down. This transition reflects a broader shift toward infrastructure services with more predictable and scalable revenue opportunities and supports the Company’s goal of building a focused, capital-efficient technology services platform.

On December 17, 2025, the Company completed its previously announced business combination pursuant to the Business Combination Agreement dated January 28, 2025, as amended, with Roth and Roth CH Holdings Inc. In connection with the closing, Roth domesticated from the Cayman Islands to the State of Delaware by merging into Roth CH Holdings Inc., which subsequently changed its name to SharonAI Holdings Inc. Immediately following the domestication, SharonAI Inc. merged with a subsidiary of SharonAI Holdings Inc., with SharonAI Inc. surviving the merger as a wholly owned subsidiary of SharonAI Holdings Inc. As a result of the transaction, former equity holders of SharonAI Inc. received an aggregate of 10,506,472 shares of Class A common stock and 136,341 shares of Class B common stock of SharonAI Holdings Inc., subject to the terms and conditions of the Business Combination Agreement. In connection with the business combination, the Company assumed approximately $3.9 million of liabilities, consisting primarily of accounts payable and accrued expenses, accrued liabilities, and warrant liabilities.

For accounting purposes, the transaction was treated as a reverse recapitalization, with SharonAI Inc. determined to be the accounting acquirer and Roth treated as the acquired entity. See Note 2 to the consolidated condensed financial statements for additional information regarding the accounting treatment of the business combination.

Following the closing of the business combination, the Class A Ordinary Common Stock and warrants of SharonAI Holdings Inc. began trading on the OTC Market under the ticker symbols “SHAZ” and “SHAZW,” respectively.

In February 2026, SharonAI Holdings, Inc. completed its initial public offering and listed its Class A Ordinary Common Stock on the Nasdaq Stock Market.

-8-

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying consolidated condensed financial statements include the balances and results of operations of the Company and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).

Principles of consolidation

Pursuant to the share exchange with the holders of AAM’s equity, which had the same ownership structure as SA Inc. before and after the share exchange, the Group financial statements have been prepared on a consolidated basis by applying the predecessor value method as if the AAM share exchange had been completed at the beginning of the earliest reporting period.

The consolidated condensed statements of operations, consolidated condensed statements of changes in equity and consolidated condensed statements of cash flows of SA Inc. and AAM for the relevant periods include the results and cash flows of SA Inc. and AAM from the earliest date presented.

The consolidated condensed balance sheets as of March 31, 2026 and March 31, 2025 have been prepared to present the assets and liabilities of the subsidiaries using the existing book values from the common shareholders’ perspective. No adjustments are made to reflect fair values, or to recognize any new assets or liabilities as a result of the share exchange.

On December 17, 2025, the Company completed a business combination with Roth pursuant to the Business Combination Agreement. Following the transaction, SharonAI Inc. became a wholly owned subsidiary of SharonAI Holdings Inc. For accounting purposes, the transaction was treated as a reverse recapitalization in accordance with Accounting Standards Codification (ASC) 805-40, Business Combinations- Reverse Acquisitions. Under this method of accounting, SharonAI Inc. was determined to be the accounting acquirer and Roth was treated as the acquired entity for financial reporting purposes. Accordingly, the transaction was accounted for as a capital transaction, with no recognition of goodwill or other intangible assets. The net assets of Roth were recorded at historical cost, and the consolidated financial statements reflect the historical financial position and results of operations of SharonAI Inc. prior to the transaction.

On December 23, 2025, we (i) effected a 1-for-50 reverse stock split of its outstanding common stock, including both shares of its Class A Ordinary Common Stock and Class B Super Common Stock, and (ii) reduce its authorized common stock to 100,136,341 shares, being 100,000,000 shares of Class A Ordinary Common Stock and 136,341 shares of Class B Super Common Stock. In addition to reducing the shares of common stock outstanding, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options, warrants and unit purchase options and conversion of convertible notes outstanding immediately prior to the reverse stock split, with a proportional increase in the respective exercise/conversion prices. All share and per share information, including share-based compensation, throughout this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the stock split.

Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current year presentation. These reclassifications had no impact on the previously reported net loss and accumulated deficit

For all other business combinations, the Group’s consolidated financial statements include the financial position and performance of controlled entities from the date on which control is obtained until the date that control is lost. For all periods presented, the consolidated financial statements include the Group.

All inter-company transactions are eliminated in consolidation.

Use of estimates

The preparation of consolidated condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and related disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. However, the information furnished reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary in order to make the unaudited consolidated financial statements not misleading. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Foreign currency translation

The financial statements of the Group’s subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive (loss) income in stockholders’ equity. Foreign currency transaction gains and losses are included in other expenses in the consolidated condensed statements of operations and comprehensive loss. The Company recorded realized foreign currency transaction loss of $4 thousand and an unrealized foreign currency transaction loss of $1,087 thousand for the quarter ended March 31, 2026 and realized foreign currency transaction gain of $0.3 thousand and an unrealized foreign currency transaction loss of $105 thousand for the quarter ended March 31, 2025. These are included in other income, in the consolidated statements of operations and comprehensive loss.

-9-

Note 3. Revenue and Other Income

Schedule of Revenue

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Revenue
Digital Asset Mining Revenue	$	-	$	80,633
Provision of GPU Infrastructure services		294,012		243,970
Other revenue		2		489
Total Revenue	$	294,014	$	325,092

Other income

Schedule of Other Income

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Other income
Gain on Disposal of Property and Equipment	$	-	$	808,513
Foreign currency gain or loss		3,127,957		-
Other Income	$	3,127,957	$	808,513

Note 4. Income Tax

The Company’s effective income tax rate was (208.2%) and 5.1% for the three months ended March 31, 2026 and 2025, respectively. The effective income tax rate for the three months ended March 31, 2026 differed from the 21.0% federal statutory rate primarily due to the nonrecognition of fair value loss on convertible notes, the US federal and state tax expense associated with the sale of the Company’s 50% interest in TCDC, and the change in valuation allowance maintained against certain deferred tax assets. The effective income tax rate for the three months ended March 31, 2025 differed from the 21.0% federal statutory rate primarily due to the change in valuation allowance maintained against certain deferred tax assets, state income taxes, and the impact of research and development tax incentives. The income tax expense (benefit) was $13,519 thousand and ($63) thousand for the three months ended March 31, 2026 and 2025, respectively.

Note 5. Certificates of Deposit

At March 31, 2026, the Company held certificates of deposit (CDs) totaling $990 thousand which are restricted due to their use as collateral for bank guarantees issued for equipment managed service contracts. The CDs have either a 6-month or 12-month term and are maintained in a bank account in the Company’s name. Interest earned on the CDs is accrued to the Company. Under the terms of the service contracts, the supplier may claim the funds in the event of a material default by the Company in fulfilling its payment obligations. These arrangements do not transfer ownership or control of the CDs but restrict their use for the duration of the CD term. Additionally, in conjunction with the Company’s new service contracts in 2025, the supplier required the Company to maintain these CD’s throughout the duration of the contract period, or until the supplier agrees to release them. This resulted in a long-term restriction on the CDs.

Note 6. Trade and Other Receivables

Schedule of Trade and Other Receivables

	March 31,		December 31,
	2026		2025
Trade receivables	$	570,642	$	44,142
GST receivable		4,472,947		705,535
Total trade and other receivables	$	5,043,589	$	749,677

-10-

Note 7. Convertible notes receivable

In January 2026, in connection with the sale of the Company’s 50% membership interest in Texas Critical Data Centers, LLC (“TCDC”), the Company received a $50.0 million senior secured convertible promissory note from New Era Energy & Digital Inc. (“NUAI”). The note bears interest at 10.0% per annum and matures on June 30, 2026. Under the terms of the agreement, the Company may elect to convert up to 20% of the outstanding principal into shares of NUAI common stock based on a contractual conversion formula. The note is secured by NUAI’s ownership interest in TCDC and guaranteed by TCDC.

The Company recorded the note at fair value upon issuance, which approximated its principal amount, and subsequently accounts for the instrument at amortized cost under ASC 310. Management evaluated the embedded conversion feature under ASC 815 and concluded that the estimated fair value of the embedded derivative was not material to the consolidated condensed financial statements. For the three months ended March 31, 2026, the Company recognized approximately $1.0 million of interest income related to the note.

Subsequent to March 31, 2026, NUAI repaid the full outstanding principal balance and accrued interest in cash, and no conversion rights were exercised.

Note 8. Investment in NUAI shares

As part of the consideration received from the sale of TCDC, the Company received common shares of NUAI, which were initially measured at fair value based on the quoted market price on the transaction date. Management concluded that no liquidity or marketability discount was necessary as the shares were traded in an active market with sufficient trading volume to support orderly disposition without materially impacting market price. The investment is subsequently remeasured using quoted market prices in an active market, with changes in fair value recognized in earnings.

Note 9. Property and Equipment

Schedule of Property and Equipment

	March 31,			December 31,
	2026			2025
Computer equipment
At cost	$	17,371,820		$	16,863,167
Accumulated Depreciation		(2,621,093	)		(1,666,017	)
Total Computer Equipment		14,750,727			15,197,150
Other equipment
At cost		56,922			11,829
Accumulated Depreciation		(5,081	)		(1,204	)
Total Other Equipment		51,841			10,625
Total property and equipment, net	$	14,802,568		$	15,207,775

Right of use assets
At cost		8,453,632			8,236,478
Accumulated Depreciation		(1,547,169	)		(1,095,601	)
Total right of use, net		6,906,463			7,140,877
Total property and equipment, net	$	21,709,031		$	22,348,652
Total property and equipment, net including right of use assets	$	21,709,031		$	22,348,652

Depreciation expense related to computer equipment amounted to $1,318 thousand for the quarter ended March 31, 2026 and $382 thousand for the quarter ended March 31, 2025. Foreign currency translation adjustments of $93 thousand and $5 thousand were recognized for the same period.

Note 10. Equipment and lease prepayments

Equipment and lease prepayments represent advance payments for goods and services to be received in future periods. As of March 31, 2026, prepayments primarily relate to deposits and milestone payments for high-performance computing equipment with WWT Australia Pty Ltd, and down payments under an Equipment-as-a-Service (EaaS) / Device-as-a-Service (DaaS) arrangement with Lenovo Global Financial Services (Australia & New Zealand) Pty Limited.

Prepayments associated with hardware and managed services arrangements will be recognized as property and equipment or leases as the underlying assets are delivered and placed into service or as services are rendered.

-11-

Note 11. Warrant Liabilities

The Company accounts for the 22,250,000 warrants that were assumed from Roth as part of the BCA (representing 11,500,000 Public Warrants and 10,750,000 Private Placement Warrants exercisable for 230,000 shares of Class A Ordinary Common Stock and 214,982 shares of Class A Ordinary Common Stock, respectively) which are exercisable of 444,982 shares of Class A Ordinary Common Stock in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrants do not meet the criteria to be considered indexed to the Company’s stock due to settlement provisions that result in holders of warrants receiving variable settlement amounts determined by the reference table. Additionally, an event that is not within the entity’s control could require net cash settlement, thus precluding equity classification. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each consolidated balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated condensed statement of operations.

Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of an initial business combination.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with its IPO or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of an initial business combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. This registration statement was filed with the SEC on January 16, 2026 and declared effective by the SEC on February 13, 2026.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $900.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $900.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

-12-

Redemption of warrants when the price per Class A ordinary share equals or exceeds $500.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.10 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share;

	●	if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $500.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

	●	if the last reported sale price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $900.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $900.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $500.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $500.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $200.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A ordinary shares as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $900.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Note 12. Notes Payable

On July 15, 2025, the Company entered into a Convertible Promissory Note Agreement with YA II PN, Ltd. for proceeds of $500,000. On October 1, 2025, the Company issued a second tranche under the agreement for additional proceeds of $2,000,000. The notes bore interest at 10% per annum, increasing to 18% upon an event of default, and matured on July 15, 2026.

The notes included a contingent conversion feature linked to the closing of the Company’s Business Combination Agreement (“BCA”). Prior to the closing of the BCA, the conversion price was fixed at $60.62 per share, resulting in a fixed and determinable number of shares. The Company concluded that the conversion feature qualified for the own-equity scope exception and did not require bifurcation. Accordingly, the notes were accounted for as a single debt instrument at amortized cost.

On December 15, 2025, the Company entered into an amendment to the notes and related agreements, pursuant to which the parties agreed to temporarily suspend certain obligations through January 20, 2026. In connection with the amendment, the Company agreed to make an initial payment in December 2025 and a final payment consisting of the remaining outstanding principal, accrued interest, redemption premiums, and contractual fees.

In January 2026, the Company completed the final payment required under the amended agreements and fully extinguished the note payable. As of March 31, 2026, no amounts remained outstanding under the agreement.

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Note 13. Convertible Notes

On December 17, 2025, the Company issued $2.25 million of convertible notes bearing interest at 10% per annum and maturing December 17, 2026. The notes automatically convert into Class A Ordinary Common Stock at $6.00 per share.

On December 19, 2025, SharonAI, Inc. and SharonAI Pty Ltd (collectively, the “Company”) issued unsecured redeemable convertible notes with an aggregate principal amount of approximately $103.4 million to several institutional investors.

The Convertible Notes accrue interest at 12.0% per annum if an initial public offering (“IPO”) does not occur within four months of issuance, increasing to 15.0% per annum if an IPO has not occurred within 12 months. The notes mature 24 months from the issue date and automatically convert upon an IPO or certain corporate transactions, subject to specified terms.

The Company elected the fair value option under ASC 825 for the Convertible Notes. The notes are initially recorded at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized in earnings, except for changes attributable to instrument-specific credit risk, which are recognized in other comprehensive income.

As of March 31, 2026, the fair value of the Convertible Notes was approximately $199.4 million. During the three months ended March 31, 2026, the Company recognized a $70.2 million loss from changes in fair value of convertible notes. The change in fair value was primarily driven by changes in valuation assumptions, including the estimated fair value of the Company’s equity and the probability and timing of a potential additional IPO on the ASX or other conversion trigger.

Note 14. Leases

The Company leases GPU and associated computer and networking equipment under non-cancelable finance lease agreements. Lease terms generally range from 3 to 5 years and may include options to extend or terminate the lease. Lease agreements may contain both lease and non-lease components, which the Company accounts for as a single lease component for all asset classes under a practical expedient election. The Company also elected the short-term lease exemption for all leases with original terms of 12 months or less, whereby such leases are not recognized on the consolidated balance sheet.

Lease cost

The components of lease cost were as follows:

Schedule of Lease Cost

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Description
Finance lease – interest	$	102,788	$	19,755
Finance lease – amortization		269,462		134,973
Total Lease Cost	$	372,250	$	154,728

Maturity analysis of lease liabilities

Future minimum lease payments at March 31, 2026 and December 31, 2025 are as follows:

	March 31,		December 31,
	2026		2025
Description
2026		1,019,783		1,324,782
2027		1,359,710		1,324,782
2028		1,359,710		1,324,782
2029		1,232,808		1,201,139
2030		389,086		379,091
Total		5,361,097		5,554,576
Less: Imputed interest		458,333		563,675
Present value of lease liabilities	$	4,902,764	$	4,990,901

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Other information

Schedule of Other Information of Lease

	March 31,			December 31,
	2026			2025
Weighted-average remaining lease term (years)		3.6			3.9
Weighted-average discount rate:		5.72	%		5.72	%
ROU assets obtained in exchange for ROU Liability	$	-		$	-
Operating cash impact of finance leases	$	(282,459	)	$	(288,927	)

Note 15. Common Stocks

The Company has two classes of common stock — Class A Ordinary Common Stock and Class B Super Voting Common Stock. Both classes have identical economic rights, including rights to dividends and distributions. However, the classes differ in voting rights. Each share of Class A Ordinary Common Stock entitles the holder to one (1) vote per share, while each share of Class B Super Voting Common Stock entitles the holder to one hundred sixty (160) votes per share.

Note 16. Share-Based Compensation

The Group grants Options and Restricted Stock Units (RSUs) under the 2024 Equity Incentive Plan (the “2024 Plan”) to Board Members, Advisory Board Members, Employees and Contractors. The grants have a combination of performance based and time-based hurdles and vesting periods. On January 16, 2025, the Group granted 48,484 options which have a contractual term of 10 years. The options have an exercise price of $6.71 per share and convert on a 1:1 basis. The Group ascertains the fair value of the Options and RSUs using a Black-Scholes pricing model. The fair value of equity to which employees become entitled is measured at grant date and recognized as an expense over the vesting period, along with a corresponding increase to equity. As of March 31, 2026, the Group has the following share-based compensation:

Stock Options

Share-based compensation expense of $382 thousand has been recognized for the three-month period ending March 31, 2026, for options based on the pro rata expense of the service-based options over the vesting period. As of March 31, 2026, 22,793 options had vested.

Stock Option Activity

Schedule of Stock Option Activity

Activity	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2025		90,442		6.71		0.90		-
Granted		-		6.71		-		-
Exercised		-		6.71		-		-
Forfeited		7,830		6.71		-		-
Outstanding at March 31, 2026		82,612		6.71		8.75	$	1,323,344
Exercisable at March 31, 2026		22,793		6.71		-	$	365,116

Restricted Stock Units (RSUs)

Activity	Performance-Based RSUs			Weighted-Average Grant Date Fair Value
Balance as of December 31, 2025		275,564			1,837,850
Granted		1,054,422			2,832,974
Vested¹		(299,284	)		(1,216,638	)
Vested in prior periods		39			260
Forfeited		(163,268	)		(1,088,998	)
Unvested at March 31, 2026		867,473			2,365,448

(1)

RSUs listed as vested are not exercisable but representative of the pro-rata portion of the RSU grant vested in the period

At March 31, 2026, compensation costs related to these unvested stock-based compensation awards not yet recognized in the consolidated condensed statements of operations was $2,365,448.

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Note 17. Employee Benefit Plan

The Group’s employees that are located in Australia participate in a Superannuation defined benefit scheme. Superannuation is Australia’s mandatory retirement savings system, requiring employers to contribute 11.5% of an employee’s earnings into a regulated fund. Contributions receive concessional tax treatment, with employer payments taxed at 15% within the fund. Superannuation is typically preserved until retirement age (55–60), with limited early access exceptions. Funds are regulated by Australian Prudential Regulation Authority, Australian Securities and Investments Commission, and the Australian Taxation Office, and offer various investment options, often including insurance coverage. Withdrawals can be taken as a lump sum or income stream, subject to tax rules. Legislative changes may affect contribution limits, taxation, and access conditions.

Note 18. Fair Value Measurement

The Group measures the following assets and liabilities at fair value on a recurring basis:

The Group’s recurring fair value measurements include the following:

	●	Convertible notes – measured at fair value under the fair value option
	●	Warrant liability – measured at fair value
	●	Shares in NUAI– measured at fair value

Fair value hierarchy

ASC Topic 820, Fair Value Measurement and Disclosures (“ASC Topic 820”) requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 established a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The table below shows the assigned level for each asset and liability held at fair value by the Group:

Fair value hierarchy	Level 1		Level 2		Level 3		Total
As of March 31, 2026
Recurring fair value measurements
Shares in NUAI	$	8,490,885		-		-	$	8,490,885
Convertible notes		-		-	$	199,358,226	$	199,358,226
Warrant liability	$	6,675					$	6,675
As of December 31, 2025
Recurring fair value measurements
Convertible notes		-			$	129,017,286	$	129,017,286
Warrant liability	$	890,000		-		-	$	890,000

Shares in NUAI are classified within Level 1, as they are measured using quoted market prices in an active market.

The Group elected the fair value option for its convertible notes. The fair value of the convertible notes is determined using valuation techniques that include significant unobservable inputs, including assumptions related to expected volatility, discount rates, and the probability and timing of conversion. Accordingly, the convertible notes are classified within Level 3 of the fair value hierarchy.

The warrant liability is classified within Level 1, as it is measured using quoted market prices in an active market.

There were no transfers between Levels 1, 2, or 3 during the quarter ended March 31, 2026 or year ended December 31, 2025.

Note 19. Supplemental Disclosure of Cash Flow Information

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Supplemental information:
Cash paid for interest	$	74,840	$	40,748
Non-cash transactions:
ROU assets obtained in exchange for lease liability		-		2,342,295
NUAI shares received in exchange for sale of TCDC		10,000,000		-
Convertible notes received in exchange for sale of TCDC	$	50,000,000	$	-

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Note 20. Commitments

Hardware Procurement

In March 2026, the Company entered into a noncancelable purchase commitment with World Wide Technology (WWT) for the procurement of high-performance computing equipment. The total contractual value is approximately $92 million, of which a portion has been paid and recorded as a prepayment. The remaining unpaid balance represents the Company’s commitment. Payment terms require 20% upfront, with the balance payable within 15 days of invoice upon shipment. As of March 31, 2026, no liability has been recognized, as the equipment has not yet been delivered.

Data Center Services Commitment

At March 31, 2026, the Company has remaining contracted capacity of 70 MW, including a 15 MW commitment under a long-term data center services agreement entered into in March 2026 with GreenSquareDC Entity for a facility located in Australia. The 15 MW arrangement has an initial term of 120 months from the Ready-for-Service date (targeted September 26, 2026), with monthly recurring fees based on contracted kilowatt capacity. As of March 31, 2026, no liability has been recognized because services have not commenced.

Capital Expenditure Commitments Related to Customer Services Arrangement

In connection with the $1.26 billion customer services arrangement with ESDS Software Solution Limited entered into during the quarter ended March 31, 2026, the Company expects to incur capital expenditures of approximately $720.0 million for the purchase of equipment and related infrastructure required to support the contracted services. As of March 31, 2026, these commitments primarily relate to planned equipment purchases that had not yet been incurred or recognized as liabilities in the Consolidated Condensed financial statements.

Lenovo Managed Services Commitment

On December 12, 2025, the Company entered into a Statement of Work with Lenovo Global Financial Services (Australia & New Zealand) Pty Limited for managed infrastructure services. The arrangement has a term of 60 months from commencement and provides for monthly service fees based on contracted infrastructure and services.

As of March 31, 2026, the Company has made an upfront payment representing approximately 50% of the total contract value, which has been recorded as a prepayment. The remaining unpaid portion represents a future service commitment. No expense has been recognized as services have not yet commenced. The arrangement represents a contractual commitment subject to certain conditions precedent.

ASE Managed Services

In connection with the termination of its data center services arrangement under the Digital Storage Solutions (DSS) agreement, the Company entered into a noncancelable commitment with Andrew Sjoquist Enterprises (ASE), a managed service provider, totaling approximately AUD$400 thousand over five years.

The commitment qualifies as an unconditional purchase obligation under ASC 440-10-50. As of March 31, 2026, no liability has been recognized, as the obligation represents future services to be received.

Note 21. Net Income (loss) per share

Basic net income (loss) per share is computed by dividing net income (loss) applicable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution of securities that could share in the earnings of an entity using the treasury method or the if-converted method, if applicable. The calculation of diluted net income (loss) per share gives effect to common share equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Share-based options, warrants, and convertible notes are considered common share equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive:

	●	Stock options and RSUs: 1,249,330 shares
	●	Warrants: 444,982 shares
	●	Convertible notes: 8,251,027 shares

A reconciliation of the numerators and denominators is as follows:

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Numerator:
Net loss available to common shareholders	$	(20,011,821	)	$	(1,439,490	)
Less: Net loss attributable to the noncontrolling interest		(96,057	)		(6,910	)
Net loss attributable to common shareholders	$	(19,915,764	)	$	(1,432,580	)
Denominator:
Basic and diluted weighted average number of common shares outstanding		13,959,245			1,067,213
Basic and diluted net loss per common share outstanding	$	(1.43	)	$	(1.34	)

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Note 22. Segment Information

The Company operates in one operating segment, and therefore one reportable segment, focused on the provision of High Performance Compute Services (HPC). The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Group’s chief operating decision maker (“CODM”), who is the Chief Executive Officer.

The Group’s method for measuring profitability on a reportable segment basis is operating profit or loss, which the CODM uses to assess performance for the Group and in deciding how to allocate resources. The CODM does not review disaggregated assets by segment. The Group adopted ASU 2023-07 in December 2024. The most significant provision was for the Group to disclose significant segment expenses that are regularly provided to the CODM. The Group’s CODM periodically reviews cost of revenues and selling, general and administrative expenses, excluding share-based compensation, by segment and treats them as significant segment expenses.

The following table presents segment expenses, other segment items, and segment operating loss for the period:

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Revenue	$	294,014		$	325,092
Less: Segment Expenses
Costs of revenue		525,816			313,382
Selling, general and administrative expenses		4,015,219			1,007,430
Other segment items⁽¹⁾		1,700,159			974,041
Other income ⁽²⁾		(3,127,957	)		(808,513	)
Segment expenses		3,113,237			1,486,340
Segment loss from operations	$	(2,819,223	)	$	(1,161,248	)

	(1)	Other segment items for the reportable segment include share-based compensation and other expenses.
	(2)	Other income includes foreign currency transaction gains and losses.

Note 23. Transactions with Related Parties

SharonAI and SharonAI Pty Ltd have entered into an independent contractor agreement-corporate with James Manning and Manning Group Pty Ltd ATF MG Office Trust (“Manning Consulting Agreement”). Pursuant to the Manning Consultant Agreement, Mr. Manning, SharonAI’s Non-Executive Chairman, director and greater than 10% stockholder, as the key person, provides certain services to SharonAI and SharonAI Pty Ltd relating to commercial opportunity development, discovery of future data center sites, future data center acquisition and construction advisory, transaction advisory services and key relationship introduction and development. In consideration for these services, Manning Group Pty Ltd ATF MG Office Trust is entitled to receive an annual remuneration of AUD$334,500 (approximately $211,000 based on a conversion rate of $1.00AUD to $0.63USD), exclusive of Australian goods and services taxes. The Manning Consulting Agreement has an ongoing term that can be terminated by either side upon three (3) months’ notice. This agreement was terminated in April 2026 with no notice period or payment.

SharonAI Pty Ltd has entered into an independent contractor agreement with Nicholas Hughes Jones related entity Inbocalupo Consulting Pty Ltd (“Inbocalupo Consulting Agreement”). Pursuant to the Inbocalupo Consultant Agreement and combined with Mr. Hughes-Jones employment agreement, Mr. Hughes-Jones who until July 2025 was SharonAI’s Senior Vice President Business Development and is a currently the Company’s Head of Business Development and a current greater than 10% stockholder, as the key person, provides certain services to SharonAI and SharonAI Pty Ltd relating to business development services. In consideration for these services, Inbocalupo Consulting Pty Ltd is entitled to receive an annual remuneration as adjusted on 1 January 2026 of AUD$236,923 (approximately $165,846 based on a conversion rate of $1.00AUD to $0.70 USD), exclusive of Australian goods and services taxes. The Inbocalupo Consulting Agreement has an ongoing term that can be terminated by either side upon three (3) months’ notice. This agreement was terminated in April 2026 with no notice period or payment.

SharonAI Pty Ltd has entered into an independent contractor agreement with Broadfoot Group Pty Ltd (“Broadfoot Consulting Agreement”). Pursuant to the Broadfoot Consultant Agreement, Mr. Broadfoot, SharonAI’s Chief Financial Officer, Treasurer, Corporate Secretary, and Mrs. Broadfoot, as the key persons, provides certain services to SharonAI and SharonAI Pty Ltd relating to Chief Financial Officer support and executive assistant services to the CFO. In consideration for these services, Broadfoot Group Pty Ltd is entitled to receive an annual remuneration as adjusted on 1 January 2026 of AUD$236,923 (approximately $165,846 based on a conversion rate of $1.00AUD to $0.70 USD), exclusive of Australian goods and services taxes. The Broadfoot Consulting Agreement has an ongoing term that can be terminated by either side upon three (3) months’ notice. This agreement was terminated in April 2026 with no notice period or payment.

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On March 23, 2026, the Company issued 90,893 shares of its Class A Ordinary Common Stock to Inbocalupo Pty Ltd (as trustee for the Inbocalupo Trust) in consideration for, and as full and final satisfaction of, the Company’s reimbursement obligation arising under the reimbursement provisions of the Independent Contractor Agreement dated October 14, 2024, for the 90,893 Class A Ordinary Common Stock transferred by Inbocalupo Pty Ltd (as trustee for the Inbocalupo Trust). The issuance of the shares of Class A Ordinary Common Stock was made in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and/or Rule 506 promulgated hereunder. Inbocalupo Pty Ltd (as trustee for the Inbocalupo Trust) is owned by and affiliated with Nicholas Hughes-Jones, the Company’s Head of Corporate Development.

Convertible Note Financing Participation

In December 2025, the Company completed a convertible note financing as part of its capital raise program. Certain related parties participated in this financing.

	●	Manning Capital Pty Ltd, an entity affiliated with the Company’s Non-Executive Chairman and greater than 10% stockholder, subscribed for approximately AUD$700,000 (US$465,500) of convertible notes.

	●	Inbocalupo Pty Ltd, an entity affiliated with the Company’s Head of Business Development and greater than 10% stockholder, subscribed for approximately AUD$1,250,000 (US$831,250) of convertible notes.

	●	Strat Capital Pty Ltd ATF Alpha Juliett Trust, an entity affiliated with Andrew Leece, the Company’s Chief Operating Officer, subscribed for approximately AUD$250,000 (US$166,250) of convertible notes.

The notes were issued on the same terms and conditions as those offered to unrelated third-party investors.

Note 24. Subsequent Events

The Company evaluated subsequent events from March 31, 2026 through the date the consolidated financial statements were issued in accordance with ASC 855, Subsequent Events. The following events occurred subsequent to March 31, 2026:

In April 2026, the Company received the remaining outstanding principal amount under the US$50.0 million Senior Secured Convertible Promissory Note from New Era Energy & Digital, Inc.

In April 2026, in connection with the true-up share issuance related to NUAI shares received, the Company received an additional 893,724 shares of New Era Energy & Digital, Inc. common stock.

On April 26, 2026, the Company entered into a Securities Purchase Agreement with certain qualified institutional buyers for the private placement of $350.0 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031. The offering closed on April 30, 2026. The Notes bear interest at 6.00% per annum, payable quarterly, and are convertible into the Company’s Class A ordinary shares at an initial conversion price of approximately $48.24 per share, subject to certain adjustments. The Notes mature on May 1, 2031, unless earlier converted or repurchased in accordance with their terms. Net proceeds from the offering are expected to be used for GPU and network procurement and general working capital purposes related to AI cloud deployments. As of the date of this report, this transaction has not yet closed.

On April 30, 2026, SharonAI Holdings (the “Company”) and its wholly-owned indirect subsidiary, SharonAI Pty Ltd, entered into employment agreements with James Manning, Tim Broadfoot, Andrew Leece, and Nick Hughes-Jones, each effective May 1, 2026. Under these agreements, Mr. Manning was appointed Chief Executive Officer, Mr. Broadfoot was appointed Chief Financial Officer, Mr. Leece was appointed Chief Operations Officer, and Mr. Hughes-Jones was appointed Senior Vice President of Business Development. The agreements provide for annual base salaries, together with eligibility for short-term and long-term incentive awards, including restricted stock units and certain one-time listing awards.

In May 2026, the Company entered into multiple long-term agreements with third-party data center infrastructure providers for approximately 29.6 MW of additional capacity to support future operations. The arrangements are expected to commence beginning in late 2026.

On May 13, 2026, the Company entered into an additional customer contract with a global technology company with major Asia-pacific presence with an aggregate total contract value of approximately $950 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets, statements of operations and cash flows. The following discussion and analysis of our financial condition and results of operations should be read together with the interim Consolidated Condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All amounts are in U.S. dollars.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. Forward-looking statements can be identified using forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “could,” “anticipate,” “will,” “will be,” “will continue,” “will likely result,” “project,” “estimate,” “strategy” or their negatives or other variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the United States Securities and Exchange Commission (the “SEC”), press releases or oral statements made by or with the approval of one of our authorized executive officers. These forward-looking statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in those provisions, and we are including this statement for purposes of complying with those safe-harbor provisions.

Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made and are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. In particular, information included under “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this report contain forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of the Company’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including but not limited to: changes in economic conditions, legislative or regulatory changes, availability of capital, competition, and generally accepted accounting principles. Whether any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond our control. Except as may be required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect new information, events or circumstances occurring after the date of this report. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Business Overview

We are an Australian neocloud operator, purpose-built to power the next generation of artificial intelligence (“AI”) and high-performance computing (“HPC”). Our infrastructure is architected from the ground up to meet the specific, intensive and complex demands of modern AI training and inference workloads, machine learning, and Generative AI.

We provide enterprise, government and research organizations with sovereign, low-latency access to advanced accelerated computing hardware, including NVIDIA Corporation’s (“NVIDIA”) B200, B300 and GB300 GPUs. Through strategic partnerships with global technology leaders NVIDIA, NEXTDC Limited (“NEXTDC”), Cisco Systems Inc. (“Cisco”), World Wide Technology (“WWT”), Lenovo Group Limited (“Lenovo”), VAST Data Inc. (“VAST”) and Megaport Limited (“Megaport”), the Company delivers an integrated AI ecosystem of solutions to customers without the complexity of them needing to manage their own physical infrastructure.

Key Corporate Milestones

We accomplished the following key milestones in the fiscal quarter ended March 31, 2026 and the second quarter of 2026:

On January 28, 2025, Roth CH Acquisition Co., a publicly traded Cayman Islands company trading on the OTC Market (“Roth CH”), entered into a business combination agreement, with Roth CH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Roth CH (“Merger Sub”), SharonAI Inc. (“SharonAI”) and Roth CH Holdings, Inc. (“Roth CH Holdings”) (the “BCA”). Under the BCA, Roth CH merged with and into Roth CH Holdings on December 16, 2025 and was renamed “SharonAI Holdings Inc.” and became domesticated in the State of Delaware, and Merger Sub merged with and into SharonAI Inc. becoming the wholly owned subsidiary of the Company. The transaction completed in December 2025.

As a result of the BCA transaction, equity holders of SharonAI Inc. received securities of SharonAI Holdings. Shares of SharonAI Holdings Inc. Class A common stock began trading on the OTC Markets under the ticker symbol “SHAZ.”.

To fund our expansion, we have undertaken two material capital raisings, and a divestment of a non-core asset.

We successfully completed a US$103 million pre-initial public offering (“Pre-IPO”) capital raising in the form of unsecured convertible notes in January 2026, introducing new institutional and strategic shareholders. As part of this transaction, Digital Alpha Advisors LLC, which has a strategic collaboration agreement with Cisco, invested in SharonAI via the unsecured convertible note and remain strategic shareholders in the Company.

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Also in December 2025, we announced a strategic pivot, transitioning from a hybrid model of site development to a pure-play neocloud operator for the short term. We had previously formed a 50:50 joint venture, Texas Critical Data Center LLC (‘TCDC”), with New Era Energy & Digital Inc (“New Era”) in January 2025, to fund and develop a data center site with a natural gas fired power plant in the Permian Basin of western Texas. We sold our 50% interest in TCDC to our joint venture partner, New Era, for consideration of US$70 million (which was subsequently modified to approximately $74 million post adjustments), paid via cash, secured promissory note and equity in New Era. The transaction completed in January 2026.

On January 22, 2026, Mr. Wolfgang Schubert, resigned as the Company’s Chief Executive Officer and from the Company’s board of directors (the “Board”). In connection with Mr. Schubert’s resignation as Chief Executive Officer of the Company, on January 22, 2026, the Board appointed Mr. James Manning, Non-Executive Chairman, director and greater than 10% stockholder of the Company, as its Chief Executive Officer.

In February 2026, we listed on the NASDAQ Capital Markets, raising US$125 million in a concurrent underwritten public offering before costs. This transaction was a key strategic step that is expected to enable us access to the largest public capital market in the world, providing us with capital raising alternatives which could lower our weighted average cost of capital while minimizing near-term equity dilution.

On March 31, 2026, through its wholly-owned subsidiary (together, the “Company”), entered into (i) a Master Services Agreement (the “MSA”) and (ii) Service Order No. 1 (the “Service Order,” and together with the MSA, the “Agreements”) with ESDS Software Solutions Limited and certain of its subsidiaries (together, the “Customer”), pursuant to which the Company agreed to provide high-performance managed GPU compute and cloud infrastructure services to the Customer. The Service Order has an initial term of 60 months commencing on the Service Start Date (as defined in the Service Order), with a total contract value of approximately USD $1,260,000,000. The Customer has an option to extend for an additional 24 months. Service fees are payable monthly in advance. The Customer is required to provide security in the form of letters of credit or bank guarantees in an aggregate amount of USD $140,000,000.

Key Factors Affecting Operating Results

The Company’s operating results for the quarter were primarily influenced by continued strategic activity following corporate transactions completed in 2025. During the period, the Company completed the sale of its investment in TCDC, which favorably impacted financial performance for the quarter. Concurrently, the Company continued to make significant investments in the development and deployment of proprietary operating software and cloud computing platforms. These investments are expected to support the acquisition of higher quality customers, deliver operational efficiencies, and position the business for long-term revenue growth and profitability. The Company views these developments as critical to its forward strategy, despite their limited impact on short-term results.

The first quarter of 2026 showed a net loss of $20,012 thousand.

Industry Trends

During the prior year, the Company has strategically shifted its focus from providing storage services to developing and delivering GPU Cloud services, aligning with the growing demand for high-performance computing (HPC) and AI-driven workloads. This transition reflects a response to changing market dynamics and the increasing need for scalable, on-demand GPU infrastructure to support machine learning, AI training, and other compute-intensive applications.

The market for GPU Cloud services has shown strong theoretical demand, with significant interest from AI developers, research institutions, and enterprises seeking cost-effective, scalable compute resources. The Company anticipates that once its GPU deployments are fully operational and its orchestration layers are in place to facilitate seamless customer interaction and resource management, it will be well-positioned to capture an increase in revenue from this expanding industry.

However, the Company operates in a highly dynamic and competitive landscape, with several key challenges that could impact its ability to scale efficiently. Access to essential GPU hardware remains constrained, with supply chain limitations, geopolitical restrictions, and high demand from hyperscalers and AI-focused enterprises driving longer lead times and increased acquisition costs. The evolving nature of AI and high-performance computing technologies also presents a risk of obsolescence, requiring continuous adaptation and investment in next-generation infrastructure.

Additionally, rising operational costs, particularly for power, colocation services, and network infrastructure, are increasing the cost base for GPU Cloud services. These inputs are critical to the Company’s ability to deliver competitive pricing and maintain sustainable margins in a market where efficiency and performance optimization are key differentiators.

The Company is actively working to optimize its deployment strategies, secure long-term supplier agreements, and refine its orchestration technology to enhance scalability, utilization, and cost efficiency. As the GPU Cloud platform reaches full-scale deployment, the Company expects to capitalize on the strong demand for AI and HPC compute resources while mitigating the impact of rising costs and supply chain constraints.

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Results of Operations

Results of Operations for the quarter ended March 31, 2026 compared to quarter ended March 31, 2025

The following table sets forth key components of the results of operations during the quarters ended March 31, 2026 and 2025.

	For the Three Months Ended
	March 31,
	2026			2025
Revenue	$	294,014		$	325,092
Cost of Revenue		525,816			313,382
Gross profit (loss)		(231,802	)		11,710
Share-based compensation		382,158			467,623
Selling, general and administrative expenses		4,015,219			1,007,430
Other expenses		1,318,001			506,418
Other income		(3,127,957	)		(808,513	)
Loss from operations		(2,819,223	)		(1,161,248	)
Non-operating income (expense), net:
Change in fair value of digital assets		-			(328,433	)
Change in fair value of warrant liabilities		883,325			-
Change in fair value of NUAI shares		(1,509,115	)		-
Change in fair value of convertible notes		(70,227,754	)		-
Gain on sale of investment in TCDC		65,919,712			-
Interest income (expense), net		1,259,886			(12,391	)
Loss before income taxes		(6,493,169	)		(1,502,072	)
Income tax (expense) benefit		(13,518,652	)		62,582
Net loss		(20,011,821	)		(1,439,490	)
Net loss attributable to non-controlling interest		(96,057	)		(6,910	)
Net loss attributable to SharonAI Holdings Inc.	$	(19,915,764	)	$	(1,432,580	)

Revenue

Q1 2026: $294 thousand| Q1 2025: $325 thousand

Total revenue for the three months ended March 31, 2026 and 2025 was $294 thousand and $325 thousand, respectively. The decrease was primarily attributable the discontinuation of Filecoin activities in the second quarter of 2025.

Cost of Revenue

Q1 2026: $526 thousand| Q1 2025: $313 thousand

Cost of revenue for the three months ended March 31, 2026 and 2025, was $526 thousand and $313 thousand, respectively, an increase of approximately $213 thousand. The increase was primarily driven by costs incurred in delivering GPU cloud computing operations. Key components included data center costs- comprising colocation facility fees, internet connectivity, and power consumption necessary to support high-performance infrastructure. The Company also incurred service fees under managed service agreements with third-party suppliers who provide and maintain the computer data storage equipment used in its operations. These fees include the use, upkeep, and performance monitoring of the hardware infrastructure.

Share-Based Compensation

Q1 2026: $382 thousand| Q1 2025: $468 thousand

This figure represents stock-based compensation expenses issued to employees, executives, or advisors as part of recruitment and retention. Given the company’s new formation, share-based compensation is a tool to attract key talent and align leadership with long-term growth objectives. The value of share-based payments represents the amount of share based payments that has reached the performance criteria of the issuances (if any) pro rata expensed over the time based vesting term.

SEC Form 10-Q filed by SharonAI Holdings Inc.