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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): March 4, 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, including zip code)
(347)
212-5075
(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 |
| 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
7.01 Regulation FD Disclosure.
On
March 4, 2026 SharonAI Holdings Inc. (the “Company”) issued a press release announcing a relationship with World Wide Technology
for the deployment of large-scale high-performance compute infrastructure in Australia and Asia-Pacific. 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 filed 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 March 4, 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.
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/
Tim Flahvin |
| |
Name: |
Tim Flahvin |
| |
Title: |
General Counsel |
| |
|
|
| Date: March 4, 2026 |
|
|
Exhibit
99.1

Sharon
AI Partners with World Wide Technology for Large Scale, High-Performance AI Infrastructure Engineering & Supply Chain Solutions
New
York, USA – March 4th 2026 – SharonAI Holdings Inc. and its subsidiaries
(“Sharon AI”), a leading Australian Neocloud (NASDAQ:SHAZ), today announced it has
partnered with World Wide Technology (“WWT”) for the deployment of large-scale high-performance compute infrastructure in
Australia and Asia-Pacific.
Leveraging
more than three decades of global experience delivering complex, mission-critical infrastructure, WWT brings deep capability across AI
Factory engineering, global procurement and supply chain, and multi-vendor system integration. Through this relationship, WWT provides
Sharon AI with the expected execution security, scale, and operational rigor believed to be required to deliver next-generation AI infrastructure
reliably and at pace across Australia and globally.
“We’re
excited to work with Sharon AI to deliver one of Australia’s most advanced AI platforms, combining Sharon AI’s leadership
in GPUaaS with WWT’s proven global delivery and execution experience to accelerate innovation at scale” said Andrew
Bernath, Area Vice President & Managing Director, Australia & New Zealand at World Wide
Technology
The
relationship encompasses the end-to-end procurement, assembly, delivery and installation of large-scale compute infrastructure across
Sharon AI’s deployment of NVIDIA Blackwell and NVIDIA Blackwell Ultra.
“We
are excited to work with a global leader in large scale high-performance compute infrastructure engineering, supply and deployment solutions,”
said James Manning, Co-Founder and CEO of Sharon AI. “Our relationship with WWT is not only expected to reduce execution
risk but also should ensure we are operating at the highest level of excellence and performance for our customers.”
#
ENDS #
Contacts
SharonAI
Media Enquiries:
Rosalyn
Christian/Zachary Nevas
IMS
Investor Relations
+1
203.972.9200
sharonai@imsinvestorrelations.com
About
Sharon AI
SharonAI
Holdings Inc. (“Sharon AI”) and its subsidiaries, 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.
About
World Wide Technology
Founded
in 1990, World Wide Technology (WWT) is a global technology solutions provider leading the AI and Digital Revolution. WWT combines the
power of strategy, execution and partnership to accelerate digital transformational outcomes for organisations around the globe. Through
its Advanced Technology Center, a collaborative ecosystem of the world’s most advanced hardware and software solutions, WWT helps
clients and partners conceptualise, test and validate innovative technology solutions for the best business outcomes and then deploys
them at scale through its global warehousing, distribution and integration capabilities.
With
over 12,000 employees across WWT and Softchoice and more than 60 locations around the world, WWT’s culture, built on a set of core
values and established leadership philosophies, has been recognized 14 years in a row by Fortune and Great Place to Work® for its
unique blend of determination, innovation and creating a great place to work for all.
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:
| ● | The
execution security, scale, and operational rigor to be provided by WWT; |
| ● | Sharon
AI’s ability to delivery next-generation AI infrastructure reliably and at pace across
Australia and globally; |
| ● | The
acceleration of innovation at scale; |
| ● | Expected
reductions in execution risk; |
| ● | Service
and product offerings; |
| ● | Acceleration
of the deployment of assets; and |
| ● | The
strengthening of Sharon AI’s relationship 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 Registration Statement on Form S-1 declared effective by the
SEC on February 17, 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.