James Manning (SHAZW) becomes SharonAI CEO as Schubert shifts to consultant

Rhea-AI Filing Summary

SharonAI Holdings Inc. announced a leadership change as Chief Executive Officer and director Wolfgang Schubert resigned under a Separation Agreement dated January 22, 2026. In connection with his departure, he will receive 318,240 restricted stock units, a one-time grant of $50,000 of restricted stock units, and ongoing consulting fees of $8,334 per month under a new Consulting Agreement.

The Board appointed James Manning, the non-executive chairman, director and greater-than-10% stockholder, as the new Chief Executive Officer on the same date. Under his Employment Offer Letter with SharonAI Pty Ltd, he will receive an annual base salary of AUD$200,000 and be eligible for discretionary bonus and share schemes plus mandatory superannuation contributions. Separately, an existing Manning Consulting Agreement entitles an entity associated with him to annual remuneration of AUD$334,500 (approximately $211,000) for advisory services. The company states that Mr. Schubert’s resignation is not due to any dispute or disagreement and is not a reflection on its results of operations.

Insights

Corporate governance and compensation analyst

SharonAI combines a CEO transition with sizable equity and consulting commitments.

The company reports that Wolfgang Schubert resigned as CEO and director pursuant to a Separation Agreement and will receive 318,240 restricted stock units, plus a one-time grant of $50,000 in restricted stock units and consulting fees of $8,334 per month. This structure maintains his involvement as a consultant while moving him out of executive and board roles, which can help preserve continuity while clarifying governance lines.

James Manning, already non-executive chairman and a greater than 10% stockholder, becomes CEO with an annual base salary of AUD$200,000 and eligibility for discretionary bonuses and share schemes. An existing consulting arrangement with Manning Group Pty Ltd ATF MG Office Trust pays AUD$334,500 per year (approximately $211,000) for advisory and development services, creating multiple compensation streams tied to Manning-linked entities. Investors often compare these amounts to company scale and performance once disclosed in future filings.

The company states that Schubert’s resignation is not due to any dispute or disagreement and is not related to results of operations, which reduces the risk signal typically associated with abrupt CEO changes. Future disclosures in periodic reports can provide more context on how this leadership structure and the consulting relationships influence operating execution and overall cost structure.

8-K Event Classification

5 items: 1.01, 1.02, 5.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 22, 2026

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		333-287287		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: None

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.

The information contained below in Item 5.02 related to the Separation Agreement (as defined below) and the Consulting Agreement (as defined below) is hereby incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

The information contained below in Item 5.02 related to the Employment Agreement (as defined below) is hereby incorporated by reference into this Item 1.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On January 22, 2026, Mr. Wolfgang Schubert, a member of the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), and the Chief Executive Officer of the Company, resigned as the Company’s Chief Executive Officer and from the Board, and also terminated the Employment Agreement between himself and the Company’s subsidiary, SharonAI Operations LLC (“SharonAI Operations”), dated June 5, 2024, as amended May 10, 2025 (the “Employment Agreement”), all in accordance with a Separation Agreement dated January 22, 2026, entered into between Mr. Schubert and SharonAI Operations (“Separation Agreement”). Pursuant to the Separation Agreement, Mr. Schubert will receive 318,240 restricted stock units. Mr. Schubert will continue with the Company as a consultant pursuant to a Consulting Agreement dated January 22, 2026, entered into between Mr. Schubert and SharonAI Operations (“Consulting Agreement”), pursuant to which Mr. Schubert will receive a one-time grant of $50,000 of restricted stock units and will receive $8,334 per month. Mr. Schubert’s resignation is not the result of any dispute or disagreement with the Company or management and is not a reflection on the Company’s results of operations.

In connection with Mr. Schubert’s resignation as Chief Executive Officer of the Company, on January 22, 2026, the Board appointed James Manning, Non-Executive Chairman, director and greater than 10% stockholder of the Company, as Chief Executive Officer. In connection with Mr. Manning’s appointment as Chief Executive Officer, Mr. Manning entered into a Employment Offer Letter dated January 22, 2026, with the Company’s subsidiary, SharonAI Pty Ltd (the “New Manning Agreement”). Pursuant to the New Manning Agreement, Mr. Manning will receive an annual base salary of AUD$200,000 and will be eligible to participate the Company’s discretionary bonus scheme and in the Company’s discretionary share scheme, as well as superannuation contributions in line with the minimum compulsory contribution rate required to be paid.

James Manning, age 40, has been a Director and the Chairman of the Company since consummation of the Company’s Business Combination among the Company, SharonAI Inc. and Roth CH Acquisition Co., and of SharonAI Inc. since February 15, 2024. After its acquisition by SharonAI Inc., Mr. Manning has also continued to serve as the Chairman of Distributed Storage Solutions Limited ACN 646 979 222, until September 2024, an Australian company that operates HPC/AI and distributed storage operations, a position he started January 2021, before its acquisition by SharonAI Inc. Mr. Manning has over 20 years experience across corporate finance, accounting, business, asset management and operations in both public and private companies. He has spent the last 5 years focused on digital asset infrastructure, with a keen focus on the energy requirements for data center development. Mr. Manning currently serves as Managing Director at Vertua Limited, a listed investment company, a position he has held since June 2014. He was the founder and CEO of Mawson Infrastructure Group Inc. (NASDAQ:MIGI), a digital infrastructure platform developer and operator, until May of 2023. He is also the Chairman of Defender Asset Management Pty Ltd, a diversified asset manager, a position he has held since September 2015.

Mr. Manning has a Master of Business (Finance) and a Masters in Property Development from the University of Technology Sydney, as well a Bachelor of Accounting from Australian Catholic University. He is a Fellow of the Institute of Company Directors (FAICD), and a member of Institute of Public Accountants (IPA).

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There are no reportable family relationships or related person transactions involving the Company and Mr. Manning. There is no arrangement or understanding with any person pursuant to which Mr. Manning was appointed as Chief Executive Officer. Mr. Manning is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, other than an independent contractor-corporate with certain subsidiaries of the Company and Manning Group Pty Ltd ATF MG Office Trust (“Manning Consulting Agreement”). Pursuant to the Manning Consultant Agreement, Mr. Manning, as the key person, provides certain services to the Company and its subsidiaries relating to commercial opportunity development, discovery of future data center sites, future data center acquisition and construction advisory, transaction advisory services and key relationship introduction and development. In consideration for these services, Manning Group Pty Ltd ATF MG Office Trust is entitled to receive an annual remuneration of AUD$334,500 (approximately $211,000 based on a conversion rate of $1.00AUD to $0.63USD), exclusive of Australian goods and services taxes. The Manning Consulting Agreement has an ongoing term that can be terminated by either side upon three (3) months’ notice.

The descriptions of the Separation Agreement, Consulting Agreement and New Manning Agreement are only summaries and are qualified in their entirety by reference to the full text of such document, each of which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 23, 2026, the Company issued a press release announcing the appointment of James Manning as Chief Executive Officer. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Separation Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026
10.2		Consulting Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026
10.3		Offer Letter Agreement by and between James Manning and SharonAI Pty Ltd dated January 22, 2026
99.1		Press Release dated January 23, 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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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: January 23, 2026

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FAQ

What leadership change did SHARONAI HOLDINGS INC. (SHAZW) announce?

The company reported that Wolfgang Schubert resigned as Chief Executive Officer and from the Board on January 22, 2026. The Board simultaneously appointed James Manning, previously non-executive chairman, director and a greater than 10% stockholder, as the new Chief Executive Officer.

What separation and consulting arrangements did SharonAI make with former CEO Wolfgang Schubert?

Under a Separation Agreement dated January 22, 2026, Wolfgang Schubert will receive 318,240 restricted stock units. Under a separate Consulting Agreement dated the same day, he will receive a one-time grant of $50,000 in restricted stock units and ongoing consulting fees of $8,334 per month.

How is new CEO James Manning being compensated by SharonAI Holdings?

James Manning’s Employment Offer Letter with SharonAI Pty Ltd provides an annual base salary of AUD$200,000. He is also eligible to participate in the company’s discretionary bonus scheme, discretionary share scheme, and receive superannuation contributions at the minimum compulsory rate.

Does SharonAI describe any disagreement behind Wolfgang Schubert’s resignation?

The company states that Mr. Schubert’s resignation is not the result of any dispute or disagreement with the company or management and is not a reflection on the company’s results of operations.

What existing consulting arrangement involves James Manning and SharonAI?

An entity associated with James Manning, Manning Group Pty Ltd ATF MG Office Trust, has a consulting agreement to provide services such as commercial opportunity development and data center site discovery. It is entitled to annual remuneration of AUD$334,500 (approximately $211,000), exclusive of Australian goods and services taxes, with an ongoing term cancelable on three months’ notice.

What disclosure did SharonAI make under Regulation FD in this 8-K?

The company noted that on January 23, 2026, it issued a press release announcing James Manning’s appointment as Chief Executive Officer, furnished as Exhibit 99.1. This information is furnished, not filed, for purposes of Section 18 of the Exchange Act.