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-based cloud services and data center development in Australia and the U.S.

• Provides GPU cloud services for AI, machine learning, and HPC workloads, and offers distributed data storage leveraging Web3 technology.

• Revenue is generated from cloud platform usage fees, storage services, and data center leasing, with a customer base including enterprises, research institutions, and aggregator platforms.

• Recent strategic shift away from Filecoin-related storage to focus on scalable GPU cloud infrastructure and enterprise AI solutions.

Financial performance and metrics

• For the nine months ended September 30, 2025, pro forma combined revenue was $1.2M, with a net loss of $5.7M; for the year ended December 31, 2024, pro forma combined revenue was $1.2M, with a net loss of $8.1M.

• SharonAI's 2024 revenue was $438K, with a gross loss of $282K and an operating loss of $4.95M; DSS contributed $1.3M revenue in 2023, with a net loss of $917K.

• As of September 30, 2025, pro forma combined cash was $100.5M, total assets $202.1M, and total liabilities $139.2M.

• Significant customer concentration: in 2024, 99% of revenue came from three customers.

Use of proceeds and capital allocation

• Net proceeds of approximately $116.25M (or $133.69M if over-allotment is exercised) are intended for working capital, capital expenditures, product development, and expansion of GPU infrastructure.

• Funds will support further investments in sales and marketing, U.S. and international growth, and acquisition of additional GPU-focused equipment.

• Proceeds from the $70M sale of the Texas Critical Data Centers JV will be received as $10M cash, $10M in equity, and a $50M secured note.