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SharonAI, Rafay sign 5-year deal to orchestrate 150K GPUs

SharonAI Holdings Inc. (SHAZ) announced a five-year strategic agreement with Rafay Systems to use Rafay’s platform as a centralized orchestration and operations layer across SharonAI’s AI Factory environments.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SharonAI Holdings Inc. (SHAZ) announced a five-year strategic agreement with Rafay Systems to use Rafay’s platform as a centralized orchestration and operations layer across SharonAI’s AI Factory environments. The goal is to standardize how its accelerated computing infrastructure is provisioned, governed, monitored and made available to customers across locations, tenants and workloads.

The Rafay platform is intended to provide automation, observability, governance and secure multi-tenancy, helping SharonAI manage compute capacity efficiently and deliver secure, reliable access to AI infrastructure. The architecture established through the agreement is designed to support the orchestration of up to 150,000 GPUs over the five-year term, supporting SharonAI’s planned growth across Asia-Pacific and globally and strengthening its internal operating practices around AI infrastructure deployments.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Agreement term 5 years Duration of SharonAI’s strategic agreement with Rafay Systems
GPU orchestration capacity 150,000 GPUs Architecture designed to support orchestration over the five-year term
Trading symbol SHAZ Class A Ordinary Common Stock listed on The Nasdaq Stock Market LLC
Par value per share $0.0001 Par value of Class A Ordinary Common Stock
Agreement announcement date September 4, 2026 Date SharonAI announced the strategic agreement with Rafay Systems
AI Factory technical
"across its AI Factory environments, moving from individual cluster deployments"
An "AI factory" is an organizational setup that combines data, software, computing power and repeatable processes to build, train, deploy and monitor artificial intelligence systems at scale — like an assembly line for AI models. Investors care because a well‑run AI factory can lower costs, speed product delivery and create predictable revenue streams from many AI-powered products, making a business more competitive and scalable in a measurable way.
orchestration technical
"a standardized orchestration and operations platform across Sharon AI’s expanding"
Orchestration is the coordinated management of multiple tasks, systems or teams so they work together smoothly, like a conductor ensuring each instrument plays at the right time. For investors, orchestration matters because it improves efficiency, speeds up delivery, reduces errors and operational costs, and makes scaling or changing business processes less risky—factors that can directly affect a company’s profitability and reliability.
multi-tenancy technical
"governance and secure, multi-tenancy capabilities required to operate advanced"
Multiple customers or user groups share the same software application and underlying infrastructure while keeping their data and settings separate, like different businesses renting rooms in the same office building but using shared utilities. For investors, multi-tenancy matters because it lets a software provider add customers faster and at lower cost, improving margins and growth potential, but also concentrates operational and security risks that can affect revenue and reputation.
sovereign AI infrastructure technical
"a leading Australian Neocloud delivering trusted sovereign AI infrastructure"
Sovereign AI infrastructure is a country's controlled set of computing power, data storage and software arranged so AI systems are developed, hosted and operated under that nation's laws and inside its borders. It matters to investors because it shapes where companies must locate costly servers and services, creates demand for local cloud, hardware and compliance providers, and can change market access, costs and competitive risks—like choosing a local bank to hold sensitive assets.
Regulation FD regulatory
"to comply with its disclosure obligations under Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
forward-looking statements regulatory
"may contain, and our officers and representatives may from time to time make, “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did SharonAI Holdings Inc. (SHAZ) disclose in this 8-K?

SharonAI disclosed a five-year strategic agreement with Rafay Systems under which SharonAI will use Rafay’s platform as a centralized orchestration and operations layer across its AI Factory environments to support its expanding AI infrastructure platform.

How many GPUs could SharonAI’s new Rafay-based architecture support?

The architecture established through the agreement is designed to support the orchestration of up to 150,000 GPUs over the five-year term, illustrating that SharonAI intends to build platform components for larger-scale GPU deployments over time.

What is the main purpose of SharonAI’s agreement with Rafay Systems?

The agreement is intended to establish a standardized orchestration and operations platform for SharonAI’s AI Factory environments, covering infrastructure lifecycle management, workload orchestration, governance, monitoring and secure multi-tenancy to operate advanced AI infrastructure at scale.

How does SharonAI expect the Rafay platform to benefit its customers?

The Rafay platform is intended to help SharonAI manage compute capacity efficiently, accelerate service delivery and provide customers with consistent, secure access to the AI infrastructure they need to build, train and run AI without owning the underlying physical infrastructure.

What regions does SharonAI aim to serve with this AI infrastructure platform?

SharonAI states that the agreement formalizes its use of Rafay across an expanding AI infrastructure platform designed to support growth across Asia-Pacific and globally, as it builds a scalable AI infrastructure platform for customers in these regions and beyond.

How does SharonAI communicate material information under Regulation FD?

SharonAI primarily uses its Investor Relations page at https://sharonai.com/investors/ to disclose material non-public information and notes it may also use its X account (Sharon__ai) and LinkedIn account (Sharon-AI), along with press releases, SEC reports, conference calls, webcasts and investor days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0002068385 0002068385 2026-09-04 2026-09-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 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)   (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 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 September 4, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release. 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

Number

  Description
99.1   Press Release dated September 4, 2026
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 4, 2026    

 

 

 

 

 

Exhibit 99.1

 

 

Sharon AI Selects Rafay Systems to Support AI Infrastructure Orchestration Platform at Scale

 

Five-year strategic agreement establishes a standardized orchestration and operations platform across Sharon AI’s expanding AI Factory environments

 

NEW YORK – September 4, 2026 - SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a leading Australian Neocloud delivering trusted AI infrastructure, today announced a five-year strategic agreement with Rafay Systems, a leading platform provider for modern infrastructure and AI workloads.

 

Under the agreement, Sharon AI will use the Rafay platform as a centralized orchestration and operations layer across its AI Factory environments. The platform standardizes how Sharon AI’s accelerated computing infrastructure is provisioned, governed, monitored and made available to customers across different locations, tenants and workloads.

 

The agreement formalizes Sharon AI’s use of Rafay across its expanding AI infrastructure platform, moving from individual cluster deployments to a consistent operating framework designed to support the Company’s growth across Asia-Pacific and globally.

 

The Rafay platform provides the automation, observability, governance and secure, multi-tenancy capabilities required to operate advanced AI infrastructure at scale. It is designed to help Sharon AI manage compute capacity efficiently, respond to different customer workload requirements and deliver secure, reliable access to the infrastructure customers need to build, train and run AI.

 

“Sharon AI is delivering the trusted infrastructure and operational capabilities required to help customers realize measurable value,” said James Manning, Co-founder and Chief Executive Officer of Sharon AI. “Our agreement with Rafay gives us a standardized platform for orchestrating and managing AI infrastructure across our expanding footprint. This should enable us to manage our compute capacity more efficiently, accelerate service delivery and provide customers with a consistent and secure experience as we scale.”

 

The Rafay platform acts as a centralized control plane across Sharon AI’s AI Factory environments, providing operational guardrails above the underlying physical infrastructure. Its capabilities include infrastructure lifecycle management, workload orchestration, governance, monitoring and support for Kubernetes and virtual machine environments through a unified platform.

 

This operating layer abstracts the complexity of procuring, deploying and managing advanced AI infrastructure. It is intended to enable Sharon AI to provide customers with access to the AI capabilities they require without those customers needing to own or operate the underlying physical infrastructure.

 

The architecture established through the agreement is designed to support the orchestration of up to 150,000 GPUs over the five-year term, illustrating that Sharon AI intends to build platform components for larger-scale GPU deployments over time.

 

“Operating AI infrastructure at scale requires more than access to GPU capacity,” said Haseeb Budhani, Co-founder and Chief Executive Officer of Rafay Systems. “Providers also need the orchestration, automation and governance capabilities required to transform that infrastructure into secure, reliable and production-ready AI services. Sharon AI is building a highly scalable AI infrastructure platform for customers across Asia-Pacific and beyond, and we are proud to provide an operational foundation that can support its continued growth.”

 

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The agreement is also expected to support the development of Sharon AI’s internal capabilities and expertise around the Rafay platform, establishing consistent operating practices across its AI infrastructure deployments.

 

The collaboration is expected to strengthen Sharon AI’s ability to automate service delivery, improve infrastructure utilization and reliability, maintain consistent governance and accelerate access to advanced AI capabilities for customers.

 

ENDS

 

About Sharon AI

 

Sharon AI (NASDAQ: SHAZ) is a leading Australian Neocloud delivering trusted sovereign AI infrastructure. Through its AI Factory platform and world-class ecosystem of technology and co-location partners, Sharon AI expands access to the scalable capabilities that organisations need to build, train and run AI, from model training through to inference and agentic AI. Serving customers globally, Sharon AI helps organisations move faster from AI potential to measurable value. For more information, visit www.sharonai.com.

 

Media

 

media@sharonai.com

 

Investors

 

investors@sharonai.com

 

About Rafay Systems

 

Rafay Systems is a leading software provider powering operators building the AI cloud, including Neoclouds, telecommunications providers, enterprises and sovereign AI operators. The Rafay Platform enables organizations to operationalize GPU and compute infrastructure through self-service automation, governance and multi-tenancy.

 

Its capabilities span bare-metal provisioning, infrastructure lifecycle management, virtual machines, Kubernetes, GPU platform-as-a-service, AI development environments and token-metered inference services. By simplifying orchestration and operations across this stack, Rafay helps operators improve GPU utilization and turn raw infrastructure into secure, production-ready AI services. For more information, visit rafay.co.

 

Rafay Media Contact

 

Angela Shugarts

angela@rafay.co

Rafay Systems

 

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 it may, at times, use other communication channels, including its X account (Sharon__ai) and LinkedIn account (Sharon-AI), to disseminate information about the Company. Accordingly, investors should monitor these accounts in addition to press releases, SEC filings and public conference calls, webcasts and investor days.

 

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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;
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 and other reports subsequently 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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Filing Exhibits & Attachments

5 documents