SharonAI (NASDAQ: SHAZ) accelerates $74M proceeds from Texas JV exit
Rhea-AI Filing Summary
SharonAI Holdings Inc. announced accelerated receipt of total proceeds of US$74 million from the sale of its 50% ownership in Texas Critical Data Centers LLC to New Era Energy & Digital, Inc. This exceeds the originally anticipated US$70 million and arrives ahead of the prior payment schedule.
The acceleration comes from NUAI’s early redemption of a US$50 million Senior Secured Convertible Promissory Note plus interest, a true-up share issuance of roughly 893,724 NUAI shares following NUAI’s US$3.35 per-share offering, and US$10 million in cash already received. Management highlights that this non-dilutive capital strengthens SharonAI’s balance sheet and supports expansion of its AI and high-performance cloud infrastructure in Australia.
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8-K Event Classification
Key Figures
Key Terms
Senior Secured Convertible Promissory Note financial
Optional Redemption Notice financial
Membership Interest Purchase Agreement financial
Regulation FD regulatory
forward-looking statements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did SharonAI Holdings (SHAZ) announce in this 8-K filing?
How is the US$74 million consideration to SharonAI (SHAZ) structured?
What optional conversion right does SharonAI (SHAZ) have on the NUAI note?
How does SharonAI (SHAZ) describe the impact of this capital inflow?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On April 13, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release announcing the accelerated receipt of the remaining consideration from its subsidiary’s sale of its 50% ownership in its Texas Critical Data Centers joint venture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
The description of the press release is only a summary and is qualified in its entirety by reference to the full text of such document, which is included as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 13, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. 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.
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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: | CEO | |
| Date: April 13, 2026 | ||
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Exhibit 99.1
Sharon AI Announces Accelerated Receipt of Remaining Consideration from Sale of 50% Ownership in Texas Critical Data Centers Joint Venture
Results in Total Proceeds of US$74 million
New York, USA, 13th April, 2026 – Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian neocloud, announced the accelerated receipt of the remaining outstanding US$50 million Senior Secured Convertible Promissory Note, and receipt of a true-up share issuance from New Era Energy & Digital, Inc. (NASDAQ: NUAI).
This accelerated receipt results in total proceeds of sale of Sharon AI’s 50% ownership interest in Texas Critical Data Centers LLC (“TCDC”) to NUAI of US$74 million, US$4 million higher than the originally anticipated US$70 million.
On April 10, 2026, NUAI delivered an Optional Redemption Notice to Sharon AI, exercising its right to redeem the full outstanding principal amount of the US$50 million Promissory Note (originally maturing June 30, 2026), plus accrued interest.
Sharon AI has the option to convert up to 20% of the principal amount of the note into NUAI common stock by April 17, 2026, with the balance to be paid in cash by April 24, 2026.
Additionally, NUAI issued a True-Up Notice pursuant to the Membership Interest Purchase Agreement.
Following NUAI’s recent public offering of common stock at $3.35 per share, Sharon AI is entitled to approximately 893,724 additional shares of NUAI common stock.
Together with the US$10 million in cash already received in late March, these steps bring the total consideration to US$74 million to Sharon AI, ahead of the original payment schedule.
James Manning, CEO of Sharon AI, said: “The early redemption of the US$50 million Promissory Note and the true-up share issuance from NUAI demonstrate the strength of our partnership and strengthens our balance sheet with non-dilutive funding. This accelerated capital inflow enhances our financial flexibility as we continue to scale our sovereign AI and HPC cloud infrastructure in Australia. We are focused on deploying advanced GPU capacity, strengthening partnerships, and delivering high-performance AI solutions to hyperscale, enterprise, AI native, research and government customers in Asia-Pacific, while creating sustained value for our shareholders.”
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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 Securities and Exchange Commission (SEC) and any other conference calls, webcasts, investor days, etc. that the company may hold.
About Sharon AI
SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI”), a leading Australian 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.
Contacts
Sharon AI Media Enquiries:
Zachary Nevas
IMS Investor Relations
+1 203.972.9200
sharonai@imsinvestorrelations.com
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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; | |
| ● | Receipt and use of proceeds; | |
| ● | Acceleration of the deployment of assets; | |
| ● | Acceleration of Sharon AI’s ability to engage with additional potential customers; | |
| ● | Expansion of Sharon AI’s data center footprint; | |
| ● | The firming of Sharon AI’s ability to formally lease additional 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 Sharon AI’s most recently filed Annual Report on Form 10-K 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.
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