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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
7.01 Regulation FD Disclosure.
On
January 22, 2026, SharonAI issued a press release announcing its securing up to U.S. $500 million in debt facility from USD.AI to support
GPU-Backed AI Infrastructure expansion in Australia and Asia-Pacific. 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 |
| 99.1 |
|
Press
Release dated January 22, 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 or any exhibit to this report 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, which include, without limitation, the possibility of the Company’s need and ability to raise additional
capital, changes in business plans, service or product offerings, use of proceeds, the Company’s acceleration or expansion of relationships
and partnerships and/or deployment of assets, and further or new regulation of the Company’s business. More detailed information
about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s
Registration Statement on Form S-4 filed with the SEC on October 21, 2025, as amended, and in other filings that the Company has made
and may make with the SEC in the future. 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 Broadfoot |
| |
Name: |
Tim
Broadfoot |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| Date:
January 22, 2026 |
|
|
