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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 8, 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: (347) 212-5075
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 8, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN
645 215 194) (“SharonAI Australia”), entered into a Deed of Release (the “Deed of Release”) with Andrew Leece,
a co-founder of the Company and its former Chief Operating Officer. Mr. Leece was previously employed as Chief Operating Officer pursuant
to an executive employment contract dated April 30, 2026 (the “Leece Employment Agreement”), the entry into which was previously
reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026.
Pursuant
to the Deed of Release, effective as of September 7, 2026 (the “Variation Date”), the Leece Employment Agreement has been
varied such that Mr. Leece’s position has changed from Chief Operating Officer to Head of Strategic Partnerships, in order to provide
founder-level sponsorship across the Company’s most important customer, data center and strategic relationships. The appointment
of David Burns as Mr. Leece’s successor as Chief Operating Officer was previously reported on a Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 27, 2026.
In
connection with the variation of Mr. Leece’s employment, the Deed of Release provides for the following material changes to the
terms of the Leece Employment Agreement:
(i)
Mr. Leece will continue to receive an annual base salary of AUD$563,380 (which is the USD equivalent of approximately US$400,000 based
on an exchange rate of AUD/USD 0.71), excluding statutory superannuation contributions;
(ii)
Mr. Leece will receive a fixed short-term incentive outcome of AUD$422,535 for his service as Chief Operating Officer, payable after
December 31, 2026, at the same time as other customary STI payments made by the Company to other executives;
(iii)
Mr. Leece will be eligible for a variable incentive of up to 6,416 restricted stock units (“RSUs”), subject to achievement
of key performance indicators as set by the Company;
(iv)
Mr. Leece will retain an aggregate of 151,219 unvested RSUs (the “Retained RSUs”) granted under the SharonAI Inc. 2024 Omnibus
Equity Incentive Plan and the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan. The Retained RSUs will continue to vest and
be settled in accordance with the terms set out in Schedule 1 to the Deed of Release, notwithstanding the variation of Mr. Leece’s
employment, subject to Mr. Leece’s continued compliance with the restrictive covenants set forth in the Leece Employment Agreement.
All RSUs previously granted to Mr. Leece other than the Retained RSUs are forfeited as of the Variation Date;
(v)
the Leece Employment Agreement is varied to become a fixed-term employment agreement, continuing until March 31, 2027, unless terminated
earlier in accordance with the Leece Employment Agreement. The agreement will terminate automatically on March 31, 2027 without the need
for either party to provide notice or payment in lieu of notice. The parties may mutually agree in writing to extend this fixed term;
and
(vi)
Mr. Leece’s existing Indemnification Agreement dated May 5, 2025 with the Company continues in full force and effect and is not
superseded, limited or released by the Deed of Release.
The
Deed of Release contains mutual releases of claims between the parties relating to the employment, the position, the Leece Employment
Agreement, the equity plans, the grant notices and the RSU agreements, in each case for all matters up until the Variation Date. The
Deed of Release also includes mutual non-disparagement obligations, confidentiality obligations (subject to exceptions for legal advice,
regulatory requirements, stock exchange requirements, current reports on Form 8-K and court proceedings), and a requirement that Mr.
Leece continue to comply with the restrictive covenants contained in the Leece Employment Agreement.
Mr.
Leece is a co-founder of the Company’s predecessors. Through an entity he controls, Mr. Leece beneficially owns 45,447 shares of
the Company’s Class B Super Voting Common Stock, which, together with shares held by the other co-founders, accounts for a significant
amount of the voting power in the Company, in addition to other shares of the Company’s Class A Ordinary Common Stock which he
beneficially owns.
The
description of the Deed of Release set forth above is only a summary, does not purport to be complete 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding compensatory arrangements are incorporated and made a
part of this Item 5.02 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Deed of Release, dated September 8, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Andrew Leece |
| 104 |
|
Cover Page Interactive
Data File (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. 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: |
Chief Executive Officer |
| |
|
|
| Date: September 11, 2026 |
|
|
