SharonAI (NASDAQ: SHAZ) lands US$1.25B, 5-year AI cloud contract
Rhea-AI Filing Summary
SharonAI Holdings Inc. has entered into a major AI cloud services agreement with ESDS Software Solutions Limited, featuring an initial five-year term with total contract value of approximately US$1.25 billion.
Under a Master Services Agreement and first Service Order, SharonAI will deploy and operate an AI cloud infrastructure cluster in an Australian data center, including about 8,200 NVIDIA B300 GPUs and roughly 17.80 petabytes of VAST storage. The infrastructure is scheduled to be delivered by September 16, 2026, with revenue expected to begin in the third quarter of 2026 and service fees payable monthly in advance.
The Service Order runs for 60 months from the service start date, with a 24‑month extension option. The customer must provide US$140 million in letters of credit or bank guarantees, and service levels target 99.95% annual uptime. The customer cannot terminate for convenience in the first 36 months, and early termination triggers contractual payments.
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Insights
Large, multi‑year AI cloud contract adds visibility but brings execution and customer‑concentration risk.
SharonAI has secured an initial five‑year AI cloud infrastructure contract with US$1.25 billion total contract value. It involves deploying about 8,200 NVIDIA B300 GPUs and 17.80 petabytes of storage in an Australian data center, with revenue expected to start in Q3 2026.
The 60‑month term, 24‑month extension option, and monthly fees in advance point to recurring cash flows once services commence. Requirements for US$140 million in letters of credit or bank guarantees and a 99.95% uptime target indicate meaningful operational and financial commitments.
The customer’s inability to terminate for convenience during the first 36 months, plus termination payment provisions, supports revenue durability but also heightens dependence on one large client. Future disclosures in company filings may specify capex needs and margin profile as deployment progresses toward the September 16, 2026 delivery deadline.
8-K Event Classification
Key Figures
Key Terms
Master Services Agreement financial
total contract value financial
letters of credit financial
uptime technical
Regulation FD regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2026, SharonAI Holdings Inc., through its wholly-owned subsidiary (together, the “Company”), entered into (i) a Master Services Agreement (the “MSA”) and (ii) Service Order No. 1 (the “Service Order,” and together with the MSA, the “Agreements”) with ESDS Software Solutions Limited and certain of its subsidiaries (together, the “Customer”), pursuant to which the Company agreed to provide high-performance managed GPU compute and cloud infrastructure services to the Customer.
Pursuant to the Agreements, the Company will deploy and operate a cluster of approximately 8,200 NVIDIA B300 GPUs together with approximately 17.80 petabytes of VAST storage and related infrastructure (the “AI Cloud Infrastructure”) at a data center in Australia. The AI Cloud Infrastructure is to be delivered by September 16, 2026, subject to the terms of the MSA and the Service Order.
The Service Order has an initial term of 60 months commencing on the Service Start Date (as defined in the Service Order), with a total contract value of approximately USD $1,250,000,000. The Customer has an option to extend for an additional 24 months. Service fees are payable monthly in advance. The Customer is required to provide security in the form of letters of credit or bank guarantees in an aggregate amount of USD $140,000,000.
The MSA has an initial term of seven (7) years from the Effective Date and governs the terms and conditions applicable to all service orders entered into by the parties thereunder, including provisions relating to service levels (targeting 99.95% annual uptime), intellectual property, data protection, confidentiality, limitation of liability, and termination. The Customer may not terminate the Service Order for convenience during the first 36 months of the Service Order Initial Term. Termination payments apply upon early termination, as set forth in the Agreements.
Neither the Company nor any of its affiliates have any material relationship with the Customer, other than in respect of the Agreements.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the MSA and the Service Order, copies of which will be filed with the Company’s next Quarterly Report on Form 10-Q.
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, the Company issued a press release announcing the execution of the Agreements described in Item 1.01 of this Current Report on Form 8-K. 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 April 1, 2026 |
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.
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 1, 2026 | ||
Exhibit 99.1
Sharon
AI Announces
New
York, USA, 1st April 2026 - Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and
its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud,
announced a significant expansion of its
Under the terms of the contract, Sharon AI will deploy an 8K B300 cluster within one of the company’s existing data center providers in Australia, with revenue expected to commence in the third quarter of 2026.
James
Manning, Co-Founder and CEO, Sharon AI said “This contract is one of many we have been working on for a period of time,
and we are delighted to be delivering this GPU capacity
-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 The Company also note 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. Forward-looking statements in this release include specific statements regarding the anticipated listing on the Nasdaq Capital Market and completion of the Offering. 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 the Annual Report on Form 10-K filed on March 31, 2026. 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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