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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): August
20 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
August 20 2026, 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 August 20, 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. 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:
August 20, 2026 |
|
|
Exhibit
99.1

Sharon
AI Successfully Delivers AI Cloud Deployment for Global Technology Customer
NEW
YORK, August 20, 2026 – SharonAI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the Company”),
a leading Australian Neocloud, today announced the successful delivery and customer acceptance of an initial AI Cloud deployment for
a global technology company with a major Asia-Pacific presence.
Customer
acceptance marks the completion of a key milestone under the five-year AI Cloud infrastructure agreement, which has a total initial contract
value of approximately US$950m. Acceptance also triggers release of cash security currently held in escrow.
The
deployment is the first phase of this customer contract, and part of a series of additional NVIDIA GPU clusters that Sharon AI expects
to deliver over the coming months. Under the agreement, Sharon AI is deploying AI Cloud solutions across multiple data centers in Australia,
with revenue expected to commence in stages across the third and fourth quarters of 2026.
“Delivering
AI infrastructure at scale requires coordinated execution across data center readiness, compute, storage, networking and customer integration,”
said James Manning, Co-Founder and Chief Executive Officer of Sharon AI. “This successful deployment demonstrates our ability to
bring together a global partner ecosystem and coordinate specialist teams to meet customer delivery requirements. The capabilities and
operating discipline developed through this project strengthen our delivery platform as we deploy future clusters, bringing our secured
and contracted capacity online, and supporting durable long-term growth.”
Sharon
AI has secured 212MW of AI Factory capacity, of which 120MW is contracted under multi-year take-or-pay agreements. The accepted deployment
represents further progress in bringing this secured and contracted capacity online. The Company continues to advance its AI Factory
platform to address strong demand for high-performance, sovereign AI infrastructure across Australia, New Zealand and the Asia-Pacific
region.
About
Sharon AI
Sharon
AI (NASDAQ: SHAZ) is a leading Australian neocloud expanding access to artificial intelligence through trusted, secure and sovereign
AI infrastructure. Through its AI Factory platform and colocation partners, Sharon AI enables organisations across Australia, New Zealand,
and globally to confidently build, train and deploy AI at scale. For more information, visit www.sharonai.com.
Contacts
Media
media@sharonai.com
Investors
investors@sharonai.com
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 SEC and any other conference calls,
webcasts, investor days, etc. that the company may hold.
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 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 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.