Total contract value reaches ~$8.8bn

Six-year strategic NVIDIA compute collaboration

Secured AI Factory capacity increases by 80MW to 212MW

NEW YORK, Aug. 6, 2026 /PRNewswire/ -- Sharon AI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries ("Sharon AI" or "the Company"), a leading Australian Neocloud, today reported its financial and operational results for the second quarter ended June 30, 2026.

Sharon AI (NASDAQ:<a class= SHAZ)" alt="Sharon AI (NASDAQ:SHAZ)">

All amounts are in U.S. dollars unless otherwise indicated.

Second Quarter 2026 Highlights

Customer Momentum
- $4.9bn, six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs
- $950m, five-year, take-or-pay contract with a global technology company with major Asia-pacific presence
Capacity and Platform
- Expanded VAST Data partnership: 600PB VAST AI Operating System deployed as the foundational data layer, sized to support ~100,000 GPUs
Balance Sheet and Capital
- Well funded for the near-term build-out following the $1.6bn oversubscribed private placement, $350m convertible notes offering, and the accelerated receipt of $74m in proceeds from the divestment of Texas Critical Data Centers ("TCDC")
Leadership and Governance
- Appointed Andrew Penn AO as Non-Executive Chairman

Second Quarter 2026 Financial Results

Revenue: $1.9m, an increase of 412% from 2Q 2025
Net income (loss): $(430.4m), including non-cash items totaling $423.8m, primarily reflecting a $400.4m fair value loss on convertible notes resulting from share price appreciation, compared to a net loss of $(2.6m) in 2Q 2025.
Adjusted EBITDA¹: $0.6m, compared to $(1.7m) in 2Q 2025
Cash and cash equivalents: $1.9bn at June 30, 2026
Total Contract Value ("TCV")²: $8.8bn as of August 6, 2026

¹Adjusted EBITDA is a non-GAAP financial measure. See "Non-GAAP Financial Measures" and reconciliation tables.

²TCV represents the aggregate estimated contractual committed spend under customer contracts in effect as of the measurement date, for the contractual term. TCV is an operating metric and does not represent revenue recognized in accordance with U.S. GAAP. TCV excludes contracts that are not legally binding and is subject to change based on contract modifications, terminations, and other factors.

Management Commentary

"In the second quarter, we established the commercial, infrastructure, and capital foundations for Sharon AI's next phase of growth at scale," said James Manning, Co-Founder and Chief Executive Officer of Sharon AI. "Customer engagement continues to broaden and deepen, reflecting strong demand for secure, high-performance AI infrastructure and a growing recognition that access to power, compute and data sovereignty will be critical constraints as AI adoption accelerates.

"Our focus is on converting that demand and our contracted commitments into durable revenue growth and long-term shareholder value through disciplined execution. We are on track to bring contracted capacity online in accordance with our deployment schedule, while maintaining a thoughtful approach to capital allocation and pace of expansion. Revenue is expected to ramp materially from the third quarter of 2026 through 2027. With an experienced leadership team backed by deep technical and operating expertise across the business, a best-in-class partner ecosystem and a strengthened balance sheet, we believe Sharon AI is well positioned to become a leading sovereign AI infrastructure platform across Australia, New Zealand, and the broader Asia-Pacific region."

Subsequent Highlights

In the third quarter 2026 to-date, the Company has announced:

$1.32bn, five-year, take-or-pay contract with a global AI lab, anchoring Sharon AI's expansion to New Zealand
Additional 80MW of capacity, bringing total capacity to 212MW, for deployment in 2026 and 2027, underpinned by a growing pipeline of additional capacity
$373m, five-year, take-or-pay contract with a global AI platform for a deployment of 2,048 NVIDIA B300 GPUs
64,000+ NVIDIA GPUs expected to be deployed by mid 2027
Anuj Goel as Chief Financial Officer and Melissa Anastasiou as Chief Legal Officer

2Q 2026 Results Conference Call & Webcast

Date & Time: Thursday, August 6, 2026, 4:30 p.m. ET

Webcast: Use this link

U.S. Dial-in: 888-506-0062

International Dial-in: +1-973-528-0011

Conference ID: 376509

A replay of the webcast will be available at sharonai.com/investors following the event.

About Sharon AI

Sharon AI (NASDAQ:SHAZ) is a leading Australian neocloud expanding access to artificial intelligence through trusted, secure and sovereign AI infrastructure. Through its AI Factory platform and colocation partners, Sharon AI enables organisations across Australia, New Zealand, and globally to confidently build, train and deploy AI at scale. For more information, visit www.sharonai.com.

Disclosure Information

Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the SEC and any other conference calls, webcasts, investor days, etc. that the company may hold.

Forward-Looking Statements

This press release may contain, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "should," "would," "project," "strategy," "plan," "expect," "goal," "seek," "future," "likely" or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI's management team's expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:

Service and product offerings;
Receipt and use of proceeds;
The deployment of assets and expansion of network procurement;
Sharon AI's ability to engage with additional potential customers;
Expansion of Sharon AI's data center footprint and capacity; and
The strengthening of Sharon AI's partner network.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K filed with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.

The forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Non–GAAP Financial Measures

This press release includes "Adjusted EBITDA," which is a non–GAAP financial measure. The Company defines Adjusted EBITDA as net income (loss) adjusted to exclude: (i) interest expense (income), net; (ii) income tax expense (benefit); (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) fair value adjustments on convertible notes; and (vi) other non-cash or non-recurring items that management does not consider indicative of the Company's ongoing operating performance. Adjusted EBITDA is not a substitute for net income (loss) or any other measure of financial performance prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Management believes Adjusted EBITDA is useful to investors because it provides a supplemental measure of the Company's core operating performance by excluding the effects of capital structure decisions (such as interest expense and fair value changes on convertible notes), non-cash charges (such as depreciation, amortization and stock-based compensation), and tax impacts that can vary significantly between periods and across companies. Management uses Adjusted EBITDA to evaluate the Company's performance, compare performance across periods, and assist in the allocation of resources. Investors are cautioned that Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under U.S. GAAP.

A reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP financial measure is included in the tables accompanying this press release. To the extent the Company provides forward-looking Adjusted EBITDA guidance in connection with this release or the related earnings call, a reconciliation of such forward-looking non-GAAP measure to the most directly comparable U.S. GAAP measure may not be available without unreasonable effort due to the inherent difficulty in forecasting and quantifying certain amounts, including but not limited to fair value adjustments on convertible notes, stock-based compensation expense, and other non-cash or non-recurring items, the timing and magnitude of which may be significant.

Contacts

Media

media@sharonai.com

Investors

investors@sharonai.com

CONSOLIDATED CONDENSED BALANCE SHEETS

	June 30,		December 31,
	2026		2025
		(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	1,861,347,822	$	71,073,024
Trade and other receivables		28,458,817		749,677
Convertible note proceeds receivable		-		15,171,072
Assets held for sale		1,170,289		1,135,490
Other current assets		47,196,444		288,191
Total current assets		1,938,173,372		88,417,454
Property and equipment, net		26,323,307		15,207,775
Right of use assets, net		6,889,203		7,140,877
Equipment, software and lease prepayments		302,647,678		-
Certificates of deposits		12,748,105		915,397
Other long-term assets		16,512,329		3,414,432
Goodwill		18,044,215		18,044,215
TOTAL ASSETS	$	2,321,338,209	$	133,140,150
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Trade and other payables	$	32,407,955	$	3,433,320
Customer deposits		143,879,911		-
Warrant liability		6,145,450		890,000
Note payable		-		2,254,968
SAFE note liability		6,025		-
Convertible notes		1,006,535,059		129,017,286
Finance lease liabilities, current portion		1,176,406		1,072,820
Other current liabilities		-		2,701,932
Total current liabilities		1,190,150,806		139,370,326
Finance lease liabilities, non-current		3,640,024		3,918,081
TOTAL LIABILITIES		1,193,790,830		143,288,407
Stockholders' equity (deficit):
Common Stock- Class A ($0.001 par value, 900,000,000 shares authorized; 35,667,164 and 11,832,164 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)		3,567		1,183
Common Stock- Class B ($0.0001 par value, 6,891,948 shares authorized; 136,341 shares issued and outstanding as of June 30, 2026 and December 31, 2025)		14		14
Common Stock, value		14		14
Additional paid-in capital		1,624,995,090		33,861,613
Accumulated deficit		(491,747,880)		(43,529,190)
Accumulated other comprehensive loss		(3,418,013)		(372,992)
Noncontrolling interest		(2,285,399)		(108,885)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		1,127,547,379		(10,148,257)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,321,338,209	$	133,140,150

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	2026		2025		2026		2025
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Revenue	$	1,931,381	$	376,984	$	2,225,396	$	702,077
Cost of revenue		761,755		398,266		1,287,572		711,648
Gross profit (loss)		1,169,626		(21,282)		937,824		(9,571)
Share-based compensation		2,670,588		489,345		3,052,746		956,968
Selling, general and administrative expenses		8,685,424		1,083,093		12,700,643		2,090,523
Other expenses		14,597,792		1,169,712		12,787,838		1,676,132
Other income		-		(153,199)		-		(961,713)
Loss from operations		(24,784,178)		(2,610,233)		(27,603,403)		(3,771,481)
Non-operating income (expense), net:
Change in fair value of digital assets		-		(62,657)		-		(391,090)
Change in fair value of warrant liabilities		(6,138,775)		-		(5,255,450)		-
Change in fair value of convertible notes		(400,440,855)		-		(470,668,608)		-
Change in fair value of share-based payment		334,502		-		334,502		-
Gain on investment in NUAI shares		6,493,245		-		4,984,130		-
Gain on sale of investment in TCDC		856		-		65,920,568		-
Interest income (expense), net		(4,527,540)		(43,521)		(3,267,654)		(55,912)
Loss before income taxes		(429,062,745)		(2,716,411)		(435,555,915)		(4,218,483)
Income tax (expense) benefit		(1,305,951)		127,579		(14,824,603)		190,161
Net loss		(430,368,696)		(2,588,832)		(450,380,518)		(4,028,322)
Net loss attributable to non-controlling interest		(2,065,770)		(12,426)		(2,161,826)		(19,336)
Net loss attributable to SharonAI Holdings Inc.	$	(428,302,926)	$	(2,576,406)	$	(448,218,692)	$	(4,008,986)
Net loss per share, basic and diluted	$	(26.16)	$	(2.41)	$	(27.38)	$	(3.76)
Weighted-average number of shares outstanding		16,370,481		1,067,213		16,370,481		1,067,213

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	2026		2025
	For the Six Months Ended
	June 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period, including noncontrolling interest	$	(450,380,518)	$	(4,028,322)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		3,199,299		803,955
Share based compensation		3,052,746		956,968
Change in fair value of digital assets		-		391,090
Intangible assets (FIL) revenue		-		(130,154)
Intangible assets (FIL) cost of revenue		-		138,070
Accelerated amortization of Intangible assets		-		1,650,000
Deferred tax liability		-		89,050
Unrealized (gains) losses on foreign currency exchange		11,122,667		(731,755)
Change in fair value of warrant liability		5,255,450		-
Change in fair value of convertible notes		470,668,608		-
Gain (loss) on investment in NUAI shares		(4,984,130)		-
Gain on sale of investment in TCDC		(65,920,568)		-
Interest income on convertible note receivable		(1,342,466)		-
Gain on sale of property and equipment		-		(961,713)
Bad debt expense		-		76,748
Changes in assets and liabilities:
Trade and other receivables		(26,712,905)		932,259
Customer deposits		143,879,911		-
Other current assets		(95,762,765)		(24,689)
Other long-term assets		(2,212,252)		9,355
Trade and other payables		24,231,858		(879,313)
Income tax payable		7,803,779		-
Interest received from convertible note receivable		1,342,466		-
Net cash provided by (used in) operating activities		23,241,180		(1,708,451)
CASH FLOWS FROM INVESTING ACTIVITIES
Advance payments for property and equipment		(310,665,524)		-
Purchase of certificates of deposit		(11,804,654)		-
Payment for the purchase of property and equipment		(12,541,952)		(37,343)
Payment for land purchase		(3,136,000)		-
Cash proceeds from sale of TCDC investment		9,850,000		-
Proceeds from sale of NUAI Shares		14,984,130		-
Proceeds from convertible note receivable		50,000,000		-
Proceeds from sales of digital assets		-		93,051
Net cash provided by (used in) investing activities		(263,314,000)		55,708
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		586,858,433		-
Cash received from convertible note issuance		1,065,636,015		-
Issuance costs related to capital raise		(43,500,602)		-
Proceeds from exercise of warrants		370		-
Proceeds from issuance of pre-funded warrants		438,141,548		-
Payment for lease liabilities		(712,210)		(284,491)
Repayment of note payable		(2,249,124)		-
Net cash provided by (used in) financing activities		2,044,174,430		(284,491)
Effect of exchange rate changes on cash and cash equivalents		(13,826,812)		(81,793)
Net cash increase/(decreases) in cash and cash equivalents		1,790,274,798		(2,019,027)
Cash and cash equivalents at beginning of period		71,073,024		4,424,805
Cash and cash equivalents at end of period	$	1,861,347,822	$	2,405,778

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (Unaudited)

	For the Three Months Ended
	June 30,
$ in thousands	2026		2025
Net loss	$	(430,369)	$	(2,589)
+ Income tax expense (benefit)		1,306		(128)
+ Net interest expense (income)		4,528		44
+ Depreciation		1,881		439
EBITDA		(422,654)		(2,234)
+ Share-based compensation		2,671		489
+ Change in fair value of convertible notes		400,441		-
+ Change in fair value of warrant liabilities		6,139		-
+ Change in fair value of digital assets		-		63
+ Unrealized Foreign currency gain		14,329		-
+ Change in fair value of share-based payment		(335)		-
Adjusted EBITDA (Non-GAAP)	$	591	$	(1, 682)

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SOURCE Sharon AI Holdings Inc.