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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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 28, 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: (713)
826-6398
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 28, 2026, SAI AU No. 1 Pty Ltd and SAI AU No. 3 Pty Ltd (together, the “Borrowers”), each an Australian
proprietary limited company and an indirect wholly owned subsidiary of SharonAI Holdings Inc. (the “Company”), entered
into a syndicated facility agreement (the “Facility Agreement”) with the lenders party thereto (the “Lenders”),
Global Loan Agency Services Australia Specialist Activities Pty Limited, as agent (the “Agent”), and Global Loan Agency
Services Australia Nominees Pty Ltd, as security trustee, providing for senior secured term loan facilities in an aggregate amount
of up to US$356,000,000 (the “Facility”), comprising a Facility A tranche of up to US$150,000,000 and a Facility B
tranche of up to US$206,000,000. The Borrowers’ obligations under the Facility Agreement are guaranteed by the Borrowers’
immediate holding companies, SAI AU SHC No. 1 Pty Ltd and SAI AU SHC No. 3 Pty Ltd, each an indirect wholly owned subsidiary of the Company
(together with the Borrowers, the “Obligors”), and, on a limited and releasable basis as described below, by the Company
pursuant to a guarantee deed poll (the “Guarantee Deed Poll”).
The
proceeds of the Facility will be used to finance and refinance the acquisition and deployment of servers, related CPUs, GPUs, networking
and storage ancillary equipment and related infrastructure, hardware and equipment at contracted data center facilities, together with
required debt service reserves and transaction costs, in each case in support of a customer contract for the provision of GPU compute
capacity.
Availability
and Maturity
The
maturity date for each Facility is the date falling 42 months from the date of first utilization, with each Facility repayable in one
lump sum on such maturity date, subject to mandatory prepayment as described below.
Interest
Rate and Fees
Facility
A bears fixed cash-pay interest, payable monthly in arrears, at an initial rate of 7.25% per annum, increasing up to 9.95% per annum
upon certain dates.
Facility
B bears interest, payable monthly in arrears, at a fixed rate of 9.95% per annum throughout the life of the Facility. Default interest
of an additional 2.00% per annum applies to overdue amounts.
Guarantees
and Security
The
Obligors’ obligations under the Facility Agreement are secured by substantially all of the assets of the Obligors, including general
security deeds over all property (subject to customary protections), share security over 100% of the equity interests in each Borrower
and its immediate holding company, charges over project bank accounts and security assignments over material project contracts (subject
to customary protections). The Company has also entered into the Guarantee Deed Poll, under which the Company guarantees the payment
obligations of the Borrowers under the Facility Agreement, including in respect of both Facility A and Facility B, which guarantee
is subject to automatic release and termination upon the occurrence of certain events. Following the repayment of
Facility A, certain events of default and related representations and undertakings that apply to the Company will cease
to apply, and the financing will become non-recourse to the Company, other than pursuant to a management agreement and intellectual property
license agreement to be entered into by a separate subsidiary of the Company acting as manager.
Mandatory
Prepayment
The
Facility Agreement contains certain mandatory and voluntary prepayment terms. Additional mandatory prepayments apply from proceeds of asset
disposals, insurance proceeds and certain customer contract termination payments. The Borrowers may also voluntarily prepay either Facility
on prior notice and in minimum amounts, provided that Facility B may only be prepaid after Facility A has been repaid in full. A make-whole
premium applies to voluntary prepayments of Facility B, mandatory prepayments of Facility B from asset disposals or following a change
of control review event, and amounts accelerated in respect of Facility B, in each case during the 18 months following the utilization
date.
Covenants,
Review Events and Events of Default
The
Borrowers must maintain a gross loan-to-value ratio, tested quarterly, that does not exceed certain maximum levels, subject to limited
equity cure rights. The Facility Agreement provides for certain review events, including, among others, (a) a change of control,
being the Company ceasing to beneficially own and control 100% of the voting share capital of the Borrowers, and (b) a default
by a Borrower under the relevant customer contract giving rise to a right to terminate. The Facility Agreement also contains customary events of default, including payment default, breach of the
financial covenant, cross-default, insolvency, material contract defaults and material adverse change, upon the occurrence of which the
Agent may cancel commitments, accelerate all outstanding amounts and enforce the transaction security.
The
foregoing summaries of the Facility Agreement and the Guarantee Deed Poll do not purport to be complete and are qualified in their entirety
by reference to the complete terms of those documents, which are filed as exhibits to this Current Report on Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information described above under Item 1.01 is incorporated into this Item 2.03 by reference.
Item
7.01 Regulation FD Disclosure.
On
October 1, 2026, the Company issued a press release announcing the entry into the Facility Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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 made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated
by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1† |
|
Syndicated Facility Agreement, dated September 28, 2026 |
| 10.2† |
|
Guarantee Deed Poll, dated September 28, 2026 |
| 99.1 |
|
Press release |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
†
The registrant has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K and omitted and/or redacted certain
commercially sensitive terms pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish supplementally a copy of
any omitted schedule, exhibit or redacted information to the Securities and Exchange Commission upon request.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited
to, statements regarding the expected use of proceeds of the Facility, the expected maturity date and repayment of the Facility, the
expected mandatory prepayment of Facility A from a customer deposit held in escrow upon customer acceptance, the expected release of
the Guarantee Deed Poll upon repayment of Facility A, the expected transition to non-recourse financing following the Facility A Repayment
Date, the expected compliance with the loan-to-value covenant and related step-down schedule, the expected entry into a management agreement
and intellectual property license agreement, and the expected deployment and operation of servers and related infrastructure at contracted
data center facilities. These statements are based on current expectations and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially from those anticipated, including: the ability of the Borrowers to satisfy the conditions
to utilization under the Facility Agreement; the timing and occurrence of customer acceptance under the relevant customer service orders;
the ability of the Borrowers to comply with the covenants and other terms of the Facility Agreement; changes in market conditions, interest
rates or the regulatory environment; the ability of the Company and its subsidiaries to deploy and operate the servers and related infrastructure
as planned; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as 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:
October 1, 2026 |
|
|
Exhibit 99.1
Sharon
AI Enters Into GPU-Backed Debt Facility, Expanding Funding Flexibility for AI Factory Deployments
Proceeds
from the facility will support the deployment of compute infrastructure dedicated to customer contracts
NEW
YORK, October 1, 2026 – SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a leading
Australian Neocloud delivering trusted AI infrastructure, today announced it has entered into its inaugural US$356m committed senior
secured, GPU-backed SPV debt facility priced at a fixed rate of 9.95%, excluding fees.
The
facility will be secured against the GPUs and associated cash flows, with the contract-backed funding structure reflecting the security
and delivery discipline underpinning Sharon AI’s platform and marks a further step towards the Company’s ambition of delivering
gigawatt-scale AI compute capacity across Australia, New Zealand and the broader Asia-Pacific.
The
facility includes marquee Australian, Asian and global investors including
Goldman Sachs and select large private credit funds. This facility is the first in an expected
series of GPU financings supporting the scheduled build out of over 68,000 NVIDIA GPUs deployed by mid-2027.
With
the closing of this transaction, Sharon AI will have secured over US$2.6bn of institutional debt and equity capital over the past 10
months, extending the Company’s capital markets program and underscoring Sharon AI’s ability to access diversified sources
of capital as it scales its AI infrastructure platform for a growing customer base of hyperscale, AI natives, government, enterprise,
and research organizations.
“As
demand for sovereign and secure, trusted AI infrastructure continues to outpace available supply globally, and particularly across
Australia, New Zealand and the broader Asia-Pacific, access to scalable debt capital is an important
enabler of our growth,” said James Manning, Co-founder and Chief Executive Officer of Sharon AI.
“This
facility demonstrates how we expect to access debt markets to fund our GPU deployments, leveraging our book of quality customer offtake
now standing at a TCV of over US$8.8bn. This is designed to enhance return on equity and ultimately drive increased long-term shareholder
value. With a strong balance sheet, growing contracted capacity pipeline and a disciplined approach to capital allocation, we believe
we are well positioned to continue scaling our AI platform across
the Asia-Pacific region.”
Jarden
Australia acted as sole financial advisor and arranger.
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 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
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 discloses material non-public information
through other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI), press
releases, and regulatory filings with the SEC, or through conference calls, webcasts, and 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. 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;
●
The strengthening of Sharon AI’s partner network;
●
Additional or future GPU financings;
●
Complete fulfillment of all customer contracts;
●
The impact and effect of debt structures designed to enhance return on equity and to drive stockholder value; and
●
The Company’s position to continue scaling its AI platform across the Asia-Pacific region.
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 press 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.
