Opening the filing
8-K
Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.