SharonAI (SHAZ) Registration Filing summary

Company overview and business model

• Operates as a holding company focused on high-performance computing (HPC) and artificial intelligence (AI) infrastructure, with primary business lines in AI/HPC cloud services (Australia) and data center development (U.S.).

• Expanded through acquisitions of Australian subsidiaries specializing in distributed data storage and GPU/CPU infrastructure, and formed a U.S. joint venture for a large-scale data center project.

• Provides GPU/CPU compute and storage resources via cloud platforms, targeting AI, machine learning, and data-intensive workloads, with a customer base concentrated among a few large clients and aggregator platforms.

• Revenue model includes on-demand and reserved capacity fees for compute/storage, with additional income from data center development and asset sales.

Financial performance and metrics

• For the nine months ended September 30, 2025, reported revenue of $1.2 million, gross profit of $0.1 million, and a net loss of $5.6 million; for the year ended December 31, 2024, pro forma combined revenue was $1.2 million and net loss was $8.0 million.

• Operating losses are expected to continue as the company invests in scaling infrastructure and integrating acquisitions.

• Cash and cash equivalents as of September 30, 2025, were $1.4 million, with additional liquidity from recent convertible note financings and capital raises.

• Significant customer concentration, with 99% of 2024 revenue from three customers; revenue mix shifting from Filecoin storage to GPU cloud services.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling shareholders; may receive up to $256 million if all outstanding warrants are exercised for cash.

• Any proceeds from warrant exercises will be allocated to working capital, capital expenditures, product development, and sales/marketing expansion in the U.S. and internationally.

• Recent and planned capital raises, including $100 million in convertible notes (with potential upsizing to $200 million), are intended to accelerate deployment of high-density NVIDIA GPUs and support infrastructure growth.