SharonAI (SHAZ) Registration Filing summary

Company overview and business model

• Operates as a digital infrastructure provider focused on high-performance computing (HPC) and artificial intelligence (AI), with core business lines in GPU/CPU cloud services and data center development in Australia and the U.S.

• Acquired and integrated subsidiaries specializing in distributed data storage and GPU-heavy workloads, with over 51 PB of storage and 432 GPUs online as of September 2025.

• Transitioned away from Filecoin-related operations in 2025 to focus on scalable GPU-as-a-Service for AI, research, and data-intensive applications.

• Revenue model includes on-demand and reserved cloud compute/storage, with customers ranging from startups to enterprises and research institutions.

Financial performance and metrics

• For the nine months ended September 30, 2025: revenue of $1.2M, cost of revenue $1.1M, net loss of $5.6M; for 2024: revenue of $438K, net loss of $3.9M.

• Significant increase in revenue in 2025 driven by GPU cloud services, but losses persist due to high SG&A, depreciation, and share-based compensation.

• DSS subsidiary reported 2023 revenue of $1.3M, net loss of $0.9M, and negative working capital, relying on support from the parent company.

• Pro forma combined financials reflect the impact of business combinations, asset sales, and convertible note financings.

Use of proceeds and capital allocation

• No proceeds from resale of shares by selling shareholders; up to $256M could be raised if all warrants are exercised for cash.

• Proceeds from warrant exercises and recent convertible note financings are earmarked for working capital, capital expenditures, product development, and expansion of GPU infrastructure.

• $103M in new convertible notes raised in December 2025, primarily to accelerate deployment of NVIDIA GPUs.

• Sale of Texas data center JV interest for $70M, with proceeds in cash, equity, and a secured note.