SharonAI (NASDAQ: SHAZW) gains $500M USD.AI facility for GPU buildout

Rhea-AI Filing Summary

SharonAI Holdings Inc. furnished an update that it has secured access to a debt facility of up to $500 million from USD.AI. The company states this funding capacity is intended to support expansion of GPU‑backed artificial intelligence infrastructure in Australia and the broader Asia‑Pacific region.

The details of the arrangement are described in a press release dated January 22, 2026, which is furnished as an exhibit and not treated as filed for liability purposes. SharonAI also includes standard cautionary language noting that statements about future plans and deployments are forward‑looking and subject to significant risks and uncertainties.

Insights

Capital structure and credit analyst

SharonAI gains up to $500 million in debt capacity for AI expansion.

SharonAI Holdings Inc. reports that it has secured a debt facility of up to $500 million from USD.AI to fund GPU‑backed AI infrastructure in Australia and Asia‑Pacific. A facility of this size can support substantial capital investment in data center or compute assets, though the specific drawdown schedule, pricing, and covenants are not described in this excerpt.

The use of a debt facility rather than equity suggests a focus on borrowing capacity, which can preserve existing ownership but increases future obligations. The statement is framed as forward‑looking, and the company highlights that actual results may differ materially due to capital needs, changes in business plans, and regulatory factors. Subsequent company filings may provide more detail on how much of this facility is actually drawn and on what terms.

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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.

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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/ Tim Broadfoot
	Name:	Tim Broadfoot
	Title:	Chief Financial Officer
Date: January 22, 2026

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FAQ

What financing did SharonAI Holdings Inc. (SHAZW) announce?

SharonAI Holdings Inc. disclosed that it has secured access to a debt facility of up to $500 million from USD.AI to help fund GPU‑backed AI infrastructure expansion.

What is the purpose of SharonAIs new $500 million debt facility?

The facility of up to $500 million from USD.AI is intended to support expansion of SharonAIs GPU‑backed artificial intelligence infrastructure in Australia and the broader Asia‑Pacific region.

How was the SharonAI (SHAZW) financing news communicated to investors?

The company issued a press release dated January 22, 2026, describing the up to $500 million debt facility from USD.AI, and furnished that release as Exhibit 99.1 in a current report.

Is the SharonAI Holdings Inc. $500 million facility information considered filed with the SEC?

The company states that the information in Item 7.01, including Exhibit 99.1, is furnished and not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into other filings.

What risks does SharonAI highlight regarding its $500 million financing and expansion plans?

SharonAI notes that statements about the debt facility and AI infrastructure expansion are forward‑looking and subject to risks, including the need and ability to raise additional capital, changes in business plans, use of proceeds, partnerships, deployment of assets, and possible changes in regulation.

Where can investors find more information about SharonAI Holdings Inc. (SHAZW) risks?

The company refers investors to the Risk Factors section in its Registration Statement on Form S-4 filed on October 21, 2025, as amended, and to other SEC filings for more detailed risk information.