Sharon AI (NASDAQ: SHAZ) signs $4.88B NVIDIA AI compute collaboration
Rhea-AI Filing Summary
SharonAI Holdings Inc. entered a six-year strategic compute collaboration with NVIDIA under a Master Cloud Services Agreement with a contract value of up to $4.88 billion.
The partners plan to deploy 72 megawatts of new AI data center capacity in Australia, scaling up to 40,000 NVIDIA Grace Blackwell GB300 GPUs. The structure combines product revenue for NVIDIA with revenue sharing on Sharon AI’s NVIDIA-powered cloud services. Sharon AI highlights significant execution risks, including tight delivery timelines for large GPU clusters, performance and availability thresholds, financing needs, long-term contractual obligations, regulatory and cybersecurity exposure, and termination rights if material breaches or adverse financial conditions occur.
Positive
- None.
Negative
- None.
Insights
Large NVIDIA collaboration expands Sharon AI’s capacity but adds heavy execution, financing and contract performance risk.
Sharon AI has agreed to a six-year strategic compute collaboration with NVIDIA, with a contract value of up to $4.88 billion. The deal targets 72MW of new AI data center capacity in Australia and up to 40,000 Grace Blackwell GB300 GPUs, using NVIDIA’s DSX AI factory design.
The commercial model mixes standard product revenue for NVIDIA with revenue sharing on Sharon AI’s NVIDIA-powered cloud services. The company indicates this structure supports capital-efficient scaling while potentially giving NVIDIA a recurring, usage-linked earnings stream tied to supported capacity.
The filing also stresses substantial risks: Sharon AI must procure, install and operate large GPU clusters on a compressed timeline, meet strict availability and repair metrics, and secure significant financing. The agreement includes performance obligations, revenue-share and audit mechanics, and termination rights for material breaches or adverse financial changes, which could lead to reduced revenue, higher costs or reputational damage if the company falls short.
8-K Event Classification
Key Figures
Key Terms
Master Cloud Services Agreement financial
Regulation FD Disclosure regulatory
export controls regulatory
service level commitments financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 obligations 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 | ||
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 7.01 Regulation FD Disclosure.
On June 12, 2026, SharonAI Holdings Inc. (the “Company,” “we,” “us” or “our”) issued a press release announcing a six-year strategic compute collaboration with NVIDIA Corporation (“NVIDIA”) pursuant to a Master Cloud Services Agreement and Order Form 1 dated June 8, 2026 (the “NVIDIA Agreement”), which has a contract value of up to $4.88 billion. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company’s ability to realize the anticipated benefits of the NVIDIA Agreement depends on its successful and timely procurement, delivery, installation, testing and acceptance of large-scale GPU cluster infrastructure and its ongoing ability to meet operational requirements, including minimum infrastructure availability performance thresholds and repair timelines. The GPU cluster infrastructure for the NVIDIA Agreement is required to be delivered and accepted in multiple phases and all phases are required to terminate on the same date regardless of when delivered and accepted. Failures in any of these areas could result in reduced revenue, increased costs, contractual remedies (including termination in certain circumstances) and reputational harm. In addition, the arrangements contemplate that certain capacity reserved for NVIDIA may be sold to third parties and include revenue share, reporting and audit mechanics that may increase administrative burden, create disputes and make revenues and cash flows less predictable. The relationship is also subject to export controls, permitting and other regulatory requirements, and cybersecurity and data protection risks. The NVIDIA Agreement may be terminated by either party upon a material breach, which includes, among other things, frequent instances of GPU cluster unavailability, or upon certain events of insolvency or material adverse changes in financial condition. While the Company will be entitled an opportunity to cure certain material breaches (not all) within the applicable grace period, any events giving rise to a material breach may be out of the Company’s control, and the Company may not be able to cure any material breach to the satisfaction of NVIDIA. The NVIDIA Agreement also contains customary provisions regarding representations and warranties, indemnification, and limitations on liabilities. In addition to the NVIDIA Agreement, NVIDIA supplies the Company with NVIDIA GPUs.
In addition, the Company will need to secure financing (which may be in the form of debt and/or equity) including secured or asset-backed options in connection with the NVIDIA Agreement or other customer engagements, or other financing related to such engagements to deliver such deployments to meet customer demand. Although the Company has entered into, and expects to continue to pursue, longer-term customer arrangements, including multi-year agreements that may involve significant capital expenditures, technical requirements, service level commitments and capacity reservations, the Company has limited experience in delivering, implementing and managing such contracts at scale. These arrangements will require substantial upfront capital expenditures, long-term infrastructure commitments and ongoing operational support, and may expose the Company to performance obligations, service credits, penalties, termination rights, pricing adjustments and other contractual liabilities. Longer-term contracts also require the Company to forecast customer demand, utilization levels, costs and technological developments over extended periods, and our assumptions may prove inaccurate. Although NVIDIA computing and the CUDA software stack are widely adopted and continuously refreshed over their life cycle, and the underlying infrastructure is designed for a long economic life, our long-term plans depend in part on the continued strength and evolution of these NVIDIA platforms and on our ability to capitalize on them. Furthermore, the NVIDIA Agreement imposes near-term delivery requirements on a compressed timeline. The Company’s limited experience with arrangements of this nature may make it more difficult to evaluate the risks and costs associated with any such expansion, and the terms on which any expansion occurs may be less favorable than those under our existing arrangements.
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.
| -2- |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 12, 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.
| -3- |
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: June 12, 2026 | ||
| -4- |
Exhibit 99.1
Sharon AI Announces Six Year Strategic Compute Collaboration with NVIDIA
NVIDIA and Sharon AI to deploy 72MW AI factory and up to 40,000 Grace Blackwell GB300 GPUs in Australia
New York, USA, June 12th, 2026 – Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) (“Sharon AI” or “the Company”), a leading Australian AI Cloud, announced the signing of a six-year AI infrastructure compute collaboration with NVIDIA (NASDAQ: NVDA).
Under the terms of the agreement, NVIDIA and Sharon AI are collaborating to enable 72 megawatts (MW) of new data center capacity in Australia. The companies will deploy NVIDIA’s DSX AI factory design, scaling up to 40,000 Grace Blackwell GB300 GPU’s to serve growing demand from AI startups, enterprise and university researchers.
The collaboration is structured so that Sharon AI can commit to large-scale NVIDIA infrastructure while aligning economics through a revenue-sharing and credit-support model. Sharon AI will sell NVIDIA-powered cloud services, and NVIDIA will earn both standard product revenue and a share of the cloud revenue on the supported capacity. This structure accelerates adoption of NVIDIA platforms among customers that historically lacked access to capital-intensive AI infrastructure, while giving Sharon AI a capital-efficient path to scale and providing NVIDIA with a recurring, usage-linked earnings stream.
“This strategic compute collaboration with NVIDIA marks a pivotal moment in Sharon AI’s mission to deliver sovereign, large-scale AI compute infrastructure. Securing access to 72MW of data center capacity enables us to deploy up to an additional 40,000 Grace Blackwell GB300 GPUs, providing access to accelerated compute to enterprise, startup and AI native customers who otherwise may not have been able to access it.”
said James Manning, Co-Founder and Chief Executive Officer, at Sharon AI
The compute collaboration expands upon Sharon AI’s established position as a certified NVIDIA Cloud Partner and its existing infrastructure footprint within Australian data centers. It reinforces Sharon AI’s role as a key enabler of DSX AI factories and sovereign AI solutions for AI startups, enterprise, government, research, and hyperscale customers.
Following this agreement, Sharon AI’s total AI factory capacity has to 132MW, of which 102MW is now contracted to end customers. The company expects to have more than 55,000 total NVIDIA GPUs deployed by mid 2027.
-ENDS-
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/CPU Compute Infrastructure. Our AI Cloud 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:
Ross Barrows – Head of Capital Strategy & Investor Relations
Ross.barrows@sharonai.com
Zachary Nevas
IMS Investor Relations
+1 203.972.9200
sharonai@imsinvestorrelations.com
# # #
| -2- |
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. Forward-looking statements in this release include specific statements regarding the completion of the offering and the intended use of proceeds. 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; |
| ● | 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. 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.
| -3- |