Item 4.01 Changes in Registrant’s Certifying Accountant. On September 20, 2026, following approval by the Audit Committee (the “Committee”) of the Board of Directors of SharonAI Holdings Inc. (the “Company”), the Company informed HoganTaylor LLP (“HoganTaylor”) that they will not be continuing as the Company’s independent registered public accounting firm.…
SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI”), Australia’s leading Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.
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Item 4.01Item 4.01 - Changes in Certifying Accountant
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
September 20, 2026, following approval by the Audit Committee (the “Committee”) of the Board of Directors of
SharonAI Holdings Inc. (the “Company”), the Company informed HoganTaylor LLP (“HoganTaylor”) that
they will not be continuing as the Company’s independent registered public accounting firm. The Company thanks
HoganTaylor for their services and valued contributions. Also, on and effective as of September 23, 2026, the Committee approved
the engagement of Ernst & Young (“EY”) as the Company’s go-forward independent registered public
accounting firm for the Company’s fiscal year 2026 audit. The appointment follows a process whereby the Committee conducted
a review of the Company’s current and future needs which led to a competitive process involving several leading firms. Ultimately, the Committee unanimously
selected EY and looks forward to working with them to undertake the upcoming 10-Q and 10-K.
The
audit reports of HoganTaylor on the consolidated financial statements of the Company as of and for the years ended December 31, 2025
and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles.
From
January 6, 2026 through September 20, 2026, the date of HoganTaylor’s dismissal, there were (a) no disagreements (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and HoganTaylor on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction
of HoganTaylor, would have caused HoganTaylor to make reference to such disagreement in its reports, if such reports had been issued,
and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), other than
the material weakness identified by HoganTaylor as disclosed in the Company’s Annual Report on Form 10-K filed on March 31, 2026.
The
Company has authorized HoganTaylor to respond fully to the inquiries of EY concerning the subject matter of any disagreements or reportable
events described above.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided HoganTaylor with a copy of this current report on Form 8-K and
requested that HoganTaylor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether HoganTaylor
agreed with the statements made by the Company set forth above. A copy of HoganTaylor’s letter, dated September 23, 2026
is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During
the fiscal years ended December 31, 2025 and 2024, neither the Company, nor anyone on behalf of the Company, consulted EY regarding:
(i) the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion
that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the
Company that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning of Item
304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K.