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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): July 22, 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
1.01 Entry into a Material Definitive Agreement.
The
information contained below in Item 5.02 related to the Employment Agreement (as defined below), Separation Deed (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 Executive Contract (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.
Appointment
of Chief Financial Officer
On
July 22, 2026, SharonAI Holdings Inc. (the “Company”) entered into an employment agreement between the Company’s subsidiary,
SharonAI Pty Ltd, and Anuj Goel as a guarantor of the agreement, pursuant to which Mr. Goel will serve as Chief Financial Officer of
the Company (the “Employment Agreement”) commencing August 24, 2026. Pursuant to the Employment Agreement, Mr. Goel will
receive (i) an annual base salary of AUD$650,000 (which is the USD equivalent of approximately USD$455,000 based on an exchange rate
of AUD/USD $0.70), which may be increased from time to time at the discretion of the Company, (ii) eligibility to receive an annual short-term
incentive award of up to 100% of his base salary, payable in cash and/or restricted stock units, at the discretion of the Company, and
(iii) eligibility to receive an annual long-term incentive award of up to 200% of his base salary, payable in restricted stock units,
at the discretion of the Company. In connection with his appointment, Mr. Goel was granted a sign-on award of restricted stock units
with an aggregate grant value of AUD$1,352,000 (which is the USD equivalent of approximately $946,400 based on an exchange rate of AUD/USD
$0.70), which vest in annual tranches over a five-year period from June 2027 through June 2031, subject to Mr. Goel’s continued
employment with the Company on each applicable vesting date.
Mr.
Goel will also be entitled to vacation, sick and holiday pay in accordance with the Company’s policies established and in effect
from time to time. The Employment Agreement is for an indefinite term, subject to an initial probationary period of six months. Either
party may terminate the Employment Agreement by providing three months’ written notice (or, in the case of the Company, payment
in lieu of such notice). The Company may also terminate the Employment Agreement immediately without notice for cause, including for
serious misconduct, material breach or other grounds specified therein. During the probationary period, either party may terminate the
Employment Agreement by providing one week’s written notice (or, in the case of the Company, payment of one week’s wages
in lieu of notice). Upon the termination of Mr. Goel’s employment, Mr. Goel will be entitled to receive accrued but unpaid salary,
superannuation contributions and any accrued but unused annual leave entitlements, in each case less applicable tax withholdings. The
Employment Agreement also contains customary provisions relating to confidentiality, intellectual property assignment, post-termination
restraints and non-compete obligations.
The
foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr.
Goel, age 42, has over 20 years of investment banking experience at Macquarie Group, where he has served as Head of Technology, APAC
at Macquarie Capital since 2012. Prior to that role, Mr. Goel served in Macquarie’s Venture Capital division from 2006 to 2011.
Mr. Goel holds an actuarial foundation and has extensive experience in technology, media and telecommunications transactions, including
Telstra’s approximately AUD$11 billion NBN transaction, WiseTech Global’s approximately AUD$3.2 billion acquisition of E2Open,
and the PEXA initial public offering, among other technology-related capital markets transactions. Mr. Goel has significant experience
supporting listed-company chief financial officers and boards of directors through reporting cycles, initial public offering roadshows
and investor engagement.
There
are no family relationships between Mr. Goel and any of our directors or executive officers. Except as set forth herein, there is no
arrangement or understanding between Mr. Goel and any other persons pursuant to which Mr. Goel was appointed Chief Financial Officer
of the Company. There are no related party transactions involving Mr. Goel that are reportable under Item 404(a) of Regulation S-K.
Resignation
of Chief Financial Officer
On
July 22, 2026, Timothy Broadfoot entered into an agreement to resign as Chief Financial Officer of the Company, effective August 24,
2026, and to terminate the Executive Employment Contract between himself, the Company and the Company’s wholly-owned, indirect
subsidiary, SharonAI Pty Ltd (ACN 645 215 194) (“SharonAI Australia”), dated April 30, 2026 (the “Executive Contract”),
effective August 31, 2026. In connection with Mr. Broadfoot’s resignation and the termination of the Executive Contract, the Company,
SharonAI Australia, and Mr. Broadfoot entered into a Deed of Release (the “Separation Deed”), pursuant to which the parties
agreed to resolve all matters relating to Mr. Broadfoot’s employment and the termination thereof.
Pursuant
to the Separation Deed, Mr. Broadfoot is entitled to receive (i) accrued wages and superannuation, (ii) a discretionary short-term incentive
payment of AUD$405,166 (which is the USD equivalent of approximately $283,616 based on an exchange rate of AUD/USD $0.70), and (iii)
payment in lieu of any accrued but unused annual leave, in each case less applicable tax withholdings. In addition, the Separation Deed
provides that 93,194 unvested restricted stock units previously granted to Mr. Broadfoot under the Company’s 2024 Omnibus Equity
Incentive Plan and 2025 Omnibus Equity Incentive Plan will remain outstanding and continue to vest and be settled in accordance with
the terms set forth in Schedule 2 of the Separation Deed, including applicable performance vesting conditions, notwithstanding the termination
of Mr. Broadfoot’s employment, subject to Mr. Broadfoot’s continued compliance with the restrictive covenants set forth in
his employment contract.
The
Separation Deed also provides that Mr. Broadfoot will provide consulting services to the Company and its affiliates pursuant to a separate
consultancy agreement (the “Consulting Agreement”), effective concurrently with the Separation Deed. The Separation Deed
contains mutual releases, mutual non-disparagement obligations, confidentiality provisions and an acknowledgment that Mr. Broadfoot will
continue to be bound by the restrictive covenants and continuing obligations under his employment contract.
The
foregoing description of the Separation Deed and Consulting Agreement are qualified in their entirety by reference to the full texts
of the Separation Deed and the Consulting Agreement, copies of which are attached hereto as Exhibit 10.2 and 10.3, respectively, are
incorporated herein by reference.
Mr.
Broadfoot’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
Item
7.01 Regulation FD Disclosure.
On
July 22, 2026, the Company issued a press release announcing the appointment of Mr. Goel as the Company’s incoming Chief Financial
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 Securities Exchange Act of 1934, 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 of 1933 or the Securities 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 |
|
Employment Agreement, dated July 22, 2026, by and among SharonAI Pty Ltd, SharonAI Holdings Inc. and Anuj Goel |
| 10.2 |
|
Deed of Release, dated July 22, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Timothy Broadfoot |
| 10.3 |
|
Consulting Agreement, dated July 22, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Timothy Broadfoot |
| 99.1 |
|
Press Release dated July 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 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: |
Chief
Executive Officer |
| |
|
|
| Date:
July 24, 2026 |
|
|
Exhibit 99.1
Sharon
AI Appoints Anuj Goel as Chief Financial Officer
NEW
YORK, July 22nd, 2026 — SharonAI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the Company”),
a leading Australian Neocloud, today announced the appointment of Mr. Anuj Goel as incoming Chief Financial Officer, strengthening the
company’s executive leadership team as it accelerates the expansion of its AI infrastructure platform.
Anuj
joins Sharon AI after a distinguished 20-year career at Macquarie, most recently serving as Head of Technology, APAC at Macquarie Capital,
where he advised boards, founders and investors on many of Australia’s most significant technology, telecommunications, media and
digital infrastructure transactions.
His
appointment comes at a pivotal stage in Sharon AI’s growth as the company continues to scale its AI cloud platform and expand its
position as a provider of sovereign AI infrastructure.
Sharon
AI also announced that Mr. Tim Broadfoot will step down as the incumbent Chief Financial Officer following a successful tenure in which
he helped establish the company’s financial foundations. The Board thanks Tim for his significant contribution and wishes him every
success in the future. Tim will work closely with Mr. Goel over the next few months to ensure a seamless transition of responsibilities.
As
Chief Financial Officer, Mr. Goel will lead Sharon AI’s financial strategy, capital management, corporate development and financial
operations, supporting the company’s next phase of growth. Mr. Goel’s first day in the role will be Monday, 24th of August.
Prior
to leading Macquarie Capital’s technology practice in the region, Mr. Goel spent six years in Macquarie’s global Venture
Capital team evaluating investment opportunities in Europe, North America and the Asia Pacific region. During this time, he developed
experience across the investment lifecycle, including deal origination, financial analysis and valuation, business strategy and portfolio
management, and supported the growth of companies including PEXA, Temple & Webster, oOh!media and RP Data (now Cotality) from an
early stage.
James
Manning, Chief Executive Officer and Co-founder of Sharon AI, said, “Anuj brings an exceptional combination of financial
leadership, capital markets expertise and deep knowledge of the technology and digital infrastructure sectors. As Sharon AI continues
to scale, his experience advising many of the region’s leading technology businesses and investors will be invaluable as we execute
our long-term growth strategy.”
“His appointment further strengthens our executive team and reflects the calibre of leadership we are assembling to build one
of the world’s leading AI infrastructure companies. We thank our outgoing CFO, Tim Broadfoot, for his significant contribution
and wish him well for the future. Tim will continue to work within Sharon AI for some months in a handover with Anuj.”
Anuj
Goel, Chief Financial Officer of Sharon AI, said, “Artificial intelligence is creating one of the most significant opportunities
of our generation, and Sharon AI is uniquely positioned to help meet the growing demand for sovereign AI compute. I’m excited to
join the company at such an important stage of its journey and look forward to working with the team to build a disciplined financial
platform that supports long-term growth while delivering value for customers, partners and shareholders.”
The
appointment of Anuj Goel further strengthens Sharon AI’s leadership team as the company continues to expand its AI cloud platform
and invest in the infrastructure required to support the next generation of AI innovation.
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.
About
Sharon AI
Sharon
AI, a leading Australian Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU/CPU Compute
Infrastructure. Our AI Cloud platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions,
powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.
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.
Contacts
Media
Enquiries
media@sharonai.com
Investor
Enquiries
investors@sharonai.com
