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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): September 23, 2026
SHARONAI
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43129 |
|
41-2349750 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
745
Fifth Avenue, Suite 500,
New
York, NY |
|
10151 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (347) 212-5075
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Ordinary Common Stock, $0.0001 par value |
|
SHAZ |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
EXPLANATORY NOTE
SharonAI Holdings Inc. (the “Company”)
is filing this Form 8-K/A (“Amendment No. 1”) to its Current Report on Form 8-K as originally filed with the Securities and
Exchange Commission on September 23, 2026 (the “Original Filing”) to correctly identify “Item 7.01 Regulation FD Disclosure”
as the item being disclosed from the incorrectly identified “Item 4.01 Changes in Registrant’s Certifying Accountant”
in the Original Filing. Other than as stated above, no other changes have been made from the Original Filing.
Item 7.01 Regulation FD Disclosure.
On
September 23, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated September 23, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of
words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,”
“believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based
upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various
risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading
“Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance
on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to
update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may
be required by law.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SHARONAI
HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
September 23, 2026 |
|
|
Exhibit
99.1

Sharon
AI Collaborates with VAST Data on the Launch
of DataEnclave, Bringing Leading AI Models to Customer Controlled Infrastructure
NEW
YORK, September 23, 2026 - SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a leading
Australian Neocloud delivering trusted AI infrastructure, today announced a collaboration with VAST Data, the AI Operating System
company, to bring VAST DataEnclave, the new confidential AI capability of the VAST DataEngine, to Sharon AI’s AI
Factory platform across Australia and Asia-Pacific.
Under
the collaboration, Sharon AI will offer VAST DataEnclave as part of its AI Factory platform, giving customers a hardware-isolated secure
runtime and cryptographic attestation service for running leading AI models onshore which is not expected to expose data or model weights.
VAST’s confidential AI capability is designed to let regulated organizations run advanced AI models onshore in Australia
and across Asia-Pacific, including in fully air-gapped environments, without those models or the underlying customer data leaving customer-controlled
infrastructure.
For
organizations in highly regulated industries, some of the highest-value AI opportunities have remained out of reach because sensitive
data cannot leave controlled environments, while model builders have been unable to distribute proprietary models into infrastructure
they do not trust. VAST DataEnclave is designed to resolve that impasse: sensitive assets are decrypted and loaded into a secure enclave
only after the runtime environment and its enforced policy have been cryptographically verified, and infrastructure operators, including
Sharon AI, cannot access customer data or model weights while they are being processed.
The
collaboration is expected to significantly expand the number of leading AI models available to Sharon AI customers for mission-critical
work where cloud-hosted services are not an option. Customers can now run leading AI models onshore while maintaining control over cost,
performance, policy management and security, addressing a longstanding barrier for banks, government agencies and other regulated organizations
across the region.
“As
a trusted AI infrastructure provider, Sharon AI exists to make secure, scalable and sovereign AI compute available to every organization
that needs it,” said James Manning, Co-founder and Chief Executive Officer of Sharon AI.
“Our
customers across Australia and Asia-Pacific need to run AI at full speed without compromising on data sovereignty, and increasingly they
also want access to frontier models that were previously only available offshore. Building on our sovereign data foundation with VAST
DataEnclave is expected to let us host those models onshore, inside attested environments where the model owner’s weights and the
customer’s data are both protected from everyone, including us. That should give our customers the flexibility to operate on their
own terms, backed by sovereignty they can demonstrate, not just declare.”
VAST
DataEnclave establishes a secure container runtime and attestation service directly within the VAST AI Operating System. Proprietary
models execute inside confidential virtual machines built on CPU-level trusted execution environments, with NVIDIA GPUs operating in
Confidential Compute mode, so guest memory, GPU memory and interconnect traffic all remain encrypted throughout processing.
Sharon
AI customers and model builders retain independent control over their respective encryption keys through Bring Your Own KMS integrations,
so customer data keys stay within the customer’s trust domain and model keys remain within the model builder’s trust domain
at all times. Deployments can run connected, through the DataEnclave attestation service built on the open CNCF Trustee stack, or fully
air-gapped, with VAST and Fortanix enabling on-premises attestation and key brokering for customers who cannot connect to external services.
Every
attestation event, key release and enclave lifecycle action is recorded in a tamper-proof, queryable audit trail, giving Sharon AI customers
visibility into what ran, where and under what verified policy, and is designed to avoid exposing the underlying data or model weights.
“The
next phase of sovereign AI requires infrastructure that both enterprises and model builders can trust without having to trust the infrastructure
operator itself,” said Sunil Chavan, Vice President, APJ at VAST Data. “Sharon AI is building exactly the kind of
regional AI infrastructure where VAST DataEnclave may be able to change what’s possible, giving customers across Australia and
Asia-Pacific access to leading AI models while allowing both sides to retain control of their most valuable intellectual property.”
The
collaboration should reinforce Sharon AI’s role as a trusted AI infrastructure partner for regulated industries, equipped to deliver
gigawatt scale AI compute securely and with sovereignty at its core, and extending its sovereign AI Factory platform to support attested,
confidential AI workloads alongside its existing security, governance and compliance capabilities.
ENDS

About
Sharon AI
Sharon
AI (NASDAQ: SHAZ) is a leading Australian Neocloud delivering trusted sovereign AI infrastructure. Through its AI Factory platform and
world-class ecosystem of technology and co-location partners, Sharon AI expands access to the scalable capabilities that organizations
need to build, train and run AI, from model training through to inference and agentic AI. Serving customers globally, Sharon AI helps
organizations move faster from AI potential to measurable value. For more information, visit www.sharonai.com.
Media
media@sharonai.com
Investors
investors@sharonai.com
About
VAST Data
VAST
Data is the AI Operating System company – powering the next generation of intelligent systems with a unified software infrastructure
stack that was purpose-built to unlock the full potential of AI. The VAST AI OS consolidates foundational data and compute services and
agentic execution into one scalable platform, enabling organizations to deploy and facilitate communication between AI agents, reason
over real-time data, and automate complex workflows at global scale. Built on VAST’s breakthrough DASE architecture – the
world’s first true parallel distributed system architecture that eliminates tradeoffs between performance, scale, simplicity, and
resilience – VAST has transformed its modern infrastructure into a global fabric for reasoning AI.
Learn
more at vastdata.com and follow VAST Data on LinkedIn, YouTube and X.
VAST
Media Contact
Austin
Weedfall
press@vastdata.com
VAST
Data
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 it may, at times, use other communication
channels, including its X account (Sharon__ai) and LinkedIn account (Sharon-AI), to disseminate information about the Company. Accordingly,
investors should monitor these accounts in addition to press releases, SEC filings and public conference calls, webcasts and investor
days.
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. 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; |
| ● | 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.