SharonAI 8-K Filings

SharonAI Holdings Inc. (SHAZ) reports results of its 2026 annual stockholder meeting. Stockholders approved a Second Amendment to the 2025 Omnibus Equity Incentive Plan to increase the Class A Ordinary Common Stock issuable under the plan by 1,200,000 shares and to provide for automatic annual share increases beginning January 1, 2027 during the plan’s initial ten-year term. They also approved the issuance of Class A shares upon exercise of certain pre-funded warrants in accordance with Nasdaq Listing Rule 5635(b), ratified HoganTaylor LLP as independent registered public accounting firm for 2026, and elected Alastair Cairns and Benjamin Adams as Class I directors to serve until the 2029 annual meeting or until their successors are elected and qualified.

SharonAI Holdings Inc. (SHAZ) announced that its Board appointed David Burns, age 60, as Chief Operating Officer effective September 7, 2026, under an Employment Agreement with subsidiary SharonAI Pty Ltd, guaranteed by the parent company. Current COO and co‑founder Andrew Leece will transition to a dedicated role as Head of Strategic Partnerships and Co‑founder, focusing on key customer, data centre and strategic relationships.

Under the agreement, Burns receives an annual base salary of AUD$550,000 (approximately US$395,000 at an AUD/US$0.7185 exchange rate), plus eligibility for annual short‑term and long‑term incentive awards of up to 150% of base salary each. The contract is of indefinite term with a six‑month probationary period, standard notice and termination provisions, and customary confidentiality, IP and non‑compete clauses. The company also furnished a press release describing the leadership changes and positioning them to support SharonAI’s next phase of growth and AI infrastructure delivery.

SharonAI Holdings Inc. (SHAZ) entered into a First Supplemental Indenture on August 21, 2026 with its subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. This supplements the existing Indenture dated May 18, 2026 governing the company’s 6.00% Convertible Senior Notes due May 1, 2031.

The supplemental indenture amends the base indenture to remove certain restrictive covenants on SharonAI and its subsidiaries, including limitations related to incurring, maintaining and repaying indebtedness and granting liens securing indebtedness, and also makes related conforming and technical changes.

SharonAI Holdings Inc. (NASDAQ: SHAZ) reported that a global technology customer has formally accepted the initial phase of an AI Cloud deployment under a five-year infrastructure agreement with a total initial contract value of approximately US$950 million. Customer acceptance also triggers the release of cash security previously held in escrow.

The deployment, using NVIDIA GPU clusters across multiple Australian data centers, is the first phase of the contract, with revenue expected to begin in stages across the third and fourth quarters of 2026. Sharon AI has secured 212MW of AI Factory capacity, of which 120MW is contracted under multi-year take-or-pay agreements, and views this milestone as further progress in bringing secured and contracted capacity online.

SharonAI Holdings Inc. reported that on August 7, 2026 it sent a notice through The Depository Trust Company to holders of its 4.75% Convertible Senior Notes due 2032. Holders who are not currently listed as a "Selling Securityholder" in the Form S-1 registration (File No. 333-297885) and want their notes registered are asked to email the company and its counsel by 5:00 p.m. EST on August 10, 2026.

The company previously filed the Form S-1 on July 31, 2026, registering $691,700,000 in principal amount of these notes out of the $700,000,000 aggregate principal amount originally issued on June 22, 2026.

Sharon AI Holdings Inc. reported second quarter 2026 results and detailed rapid scaling of its sovereign AI infrastructure platform. The company highlighted a $4.9bn, six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs and a $950m, five-year take-or-pay contract with a global technology company, contributing to Total Contract Value of $8.8bn as of August 6, 2026. Subsequent to quarter-end it added a $1.32bn five-year take-or-pay contract, a $373m five-year contract, and extra capacity bringing secured AI Factory capacity to 212MW and over 64,000 NVIDIA GPUs expected by mid-2027.

For the quarter ended June 30, 2026, revenue was $1.9m, up 412% from 2Q 2025, while net loss was $430.4m, including $423.8m of non-cash items primarily from a $400.4m fair value loss on convertible notes. Adjusted EBITDA turned positive at $0.6m, compared with a loss a year earlier. Cash and cash equivalents increased to $1.9bn, total assets reached about $2.32bn and stockholders’ equity was about $1.13bn, supported by $2.04bn of net cash from financing activities as the company invests heavily in property, equipment and capacity expansion.

SharonAI Holdings Inc. entered into a five-year cloud computing service agreement with a global AI platform, with a total contract value of US$373 million. Revenue under the agreement is expected to begin in the first quarter of 2027, supporting Sharon AI’s Australian AI infrastructure.

Following this deal, Sharon AI’s AI Factory capacity remains 132 MW, with 120 MW now contracted to end customers. The company plans to expand its platform from 62,000 to 64,000 NVIDIA GPUs by mid-2027, including an initial deployment of 2,048 NVIDIA Blackwell Ultra B300 GPUs under the new agreement.

SharonAI Holdings Inc. appointed Anuj Goel as Chief Financial Officer under an employment agreement with subsidiary SharonAI Pty Ltd, commencing August 24, 2026. He will receive an annual base salary of AUD$650,000 (approximately USD$455,000), with eligibility for a short-term incentive of up to 100% of base salary and a long-term incentive of up to 200% of base salary.

Goel received a sign-on grant of restricted stock units valued at AUD$1,352,000 (approximately USD$946,400), vesting annually from June 2027 through June 2031, subject to continued employment. Current CFO Timothy Broadfoot agreed to resign effective August 24, 2026 and terminate his contract August 31, 2026. Under a Deed of Release, he will receive accrued entitlements, a discretionary short-term incentive of AUD$405,166 and may continue to vest in 93,194 previously granted RSUs, while providing consulting services under a separate agreement.

Sharon AI Holdings Inc. reported the appointment of Melissa Anastasiou as Chief Legal Officer effective July 23, 2026. The company, described as a leading Australian Neocloud focused on AI high-performance computing and sovereign AI infrastructure, is expanding its executive leadership as it scales its AI Cloud platform.

Anastasiou brings more than two decades of experience in legal, finance and governance, including more than 16 years at Spark New Zealand as Executive Group General Counsel and Commercial Director, where she led AI and data ethics governance. At Sharon AI she will lead legal, governance and compliance with emphasis on regulatory discipline, responsible AI practices and risk management.

The company also notes it may disclose material information via its investor relations website and social media channels and includes detailed cautionary language on forward-looking statements, directing readers to SEC filings for risk factors.

Sharon AI Holdings Inc. appointed Anuj Goel as incoming Chief Financial Officer, strengthening its executive leadership as it expands its AI infrastructure platform. Goel brings a 20-year career at Macquarie, most recently as Head of Technology, APAC at Macquarie Capital, advising on major technology and digital infrastructure transactions.

As CFO, Goel will lead Sharon AI’s financial strategy, capital management, corporate development and financial operations, with his first day in the role on Monday, 24th of August. Incumbent CFO Tim Broadfoot will step down after helping establish the company’s financial foundations and will work with Goel over the coming months to ensure a seamless transition. Sharon AI operates a high‑performance computing cloud focused on artificial intelligence and sovereign AI infrastructure.

Sharon AI Holdings Inc. announced a cloud computing services agreement with a global AI lab valued at US$1.32 Billion over five years. The company expects to deploy solutions across data center infrastructure in New Zealand, with revenue from the contract anticipated to begin across the first and second quarter of 2027.

Sharon AI reports total AI Factory capacity of 132MW, of which 116MW is contracted to end customers, and plans to deploy more than 62,000 NVIDIA GPUs by mid-2027. It also highlights its Investor Relations website, X account and LinkedIn account as key channels for Regulation FD-compliant disclosures.

SharonAI Holdings Inc. has closed a US$1.6 billion strategic financing through oversubscribed private placements. The deal includes approximately US$900 million split between 6,719,896 newly issued Class A shares and pre-funded warrants for 6,374,823 additional shares, plus US$700 million of 4.75% Convertible Senior Notes due 2032 sold to qualified institutional buyers.

The company plans to use the proceeds to support its six-year strategic compute collaboration with NVIDIA, including deploying up to 40,000 Grace Blackwell GB300 GPUs in one of Australia’s largest AI factories, and to fund broader expansion of its AI cloud and data center footprint.

SharonAI Holdings Inc. entered into major financing deals combining new equity and convertible debt to fund its AI infrastructure plans. The company privately sold approximately 6,719,896 shares of Class A common stock and pre-funded warrants to buy up to 6,374,823 additional shares, for about $900 million in gross proceeds.

It also issued $700 million of 4.75% Convertible Senior Notes due 2032, which can convert into common stock at an initial price of about $99.66 per share, with a capped maximum conversion rate and strict ownership limits. Net proceeds are intended to support a six-year strategic compute collaboration with NVIDIA, including deployment of up to 40,000 Grace Blackwell GB300 GPUs and broader expansion.

SharonAI Holdings Inc. amended its recent current report to correct key terms of a major financing, including increasing its convertible notes offering to $700 million and adjusting the conversion price to approximately $99.66 per share.

The company entered into a private equity offering of about 6.72 million common shares at $68.73 per share and pre-funded warrants to purchase up to 6.37 million shares at $68.2799 per warrant, for aggregate gross proceeds of roughly $900 million. It also agreed to sell $700 million of 4.75% Convertible Senior Notes due 2032, all to support a six-year strategic compute collaboration with NVIDIA and broader expansion plans.

The notes carry a 4.75% annual interest rate, are convertible at an initial equivalent price of about $99.66 per share, and could result in up to 13,087,365 shares being issued at the maximum conversion rate. Both the equity and notes offerings include registration rights with specified deadlines and liquidated damages of 1.0% per month, capped at 5.0%, if resale registration statements are not timely filed or kept effective.

SharonAI Holdings Inc. entered into multiple private financing agreements combining equity and convertible debt to raise approximately US$1.6 billion. The equity component includes about 6,719,896 shares of common stock at $68.73 per share and pre-funded warrants priced at $68.2799 to purchase up to 6,374,823 additional shares, for aggregate gross proceeds of roughly $900 million.

The company is also issuing 4.75% Convertible Senior Notes due 2032, which are senior unsecured obligations with a capped conversion rate that could result in up to 13,087,365 shares upon full conversion, plus associated pre-funded warrants where ownership limits are exceeded. Net proceeds are intended to support a six-year strategic compute collaboration with NVIDIA, including deployment of up to 40,000 Grace Blackwell GB300 GPUs and broader AI factory expansion across Australia and Asia-Pacific. Related registration rights agreements require timely resale registration on Form S-3, with liquidated damages up to 5% of each holder’s subscription amount if deadlines are missed.

SharonAI Holdings Inc. filed an 8-K to share a press release about expanding its strategic partnership with VAST Data to power AI factories across Australia and Asia-Pacific. Sharon AI plans to deploy 600PB of the VAST AI Operating System as the data foundation for its AI cloud infrastructure.

The companies state this will support sovereign AI workloads for government, enterprise, research and AI-native customers, with capacity equivalent to the data needs of about 100,000 GPUs based on a benchmark of 6PB per 1,000 GPUs. The disclosure is furnished under Regulation FD and is not deemed filed for liability purposes.

SharonAI Holdings Inc. entered a six-year strategic compute collaboration with NVIDIA under a Master Cloud Services Agreement with a contract value of up to $4.88 billion.

The partners plan to deploy 72 megawatts of new AI data center capacity in Australia, scaling up to 40,000 NVIDIA Grace Blackwell GB300 GPUs. The structure combines product revenue for NVIDIA with revenue sharing on Sharon AI’s NVIDIA-powered cloud services. Sharon AI highlights significant execution risks, including tight delivery timelines for large GPU clusters, performance and availability thresholds, financing needs, long-term contractual obligations, regulatory and cybersecurity exposure, and termination rights if material breaches or adverse financial conditions occur.

SharonAI Holdings Inc. reported that on June 11, 2026 it issued 7,649,523 shares of Class A Ordinary Common Stock upon conversion of unsecured, redeemable, convertible notes. The conversion covered approximately US$97,475,184 in principal plus US$1,954,845 of accrued interest under a December 19, 2025 Convertible Note Agreement.

The conversion price was US$12.53 per share, calculated under the agreement’s Discount Rate and Valuation Cap formula. The shares were issued in a private placement relying on exemptions under Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S, and the company agreed to register these shares for resale on an S-1 registration statement.

SharonAI Holdings Inc. completed a private offering of $350 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031 to qualified institutional buyers. The notes are senior unsecured, mature on May 1, 2031, and pay 6.00% interest quarterly.

Holders can convert into Class A common stock at an initial rate of 20.7292 shares per $1,000, implying a conversion price of about $48.24 per share, with a capped maximum conversion rate of 24.8750 shares. Based on this cap, up to 8,706,250 shares could be issued on principal conversion, or 11,292,009 shares if accrued interest is also converted, subject to a 4.99% ownership limit that is managed using pre-funded warrants.

The notes include subsidiary guarantees, customary covenants, and cross‑default and bankruptcy events of default. In a separate disclosure, the company highlighted that it plans to use the proceeds mainly for GPU and network procurement and working capital to support AI cloud deployments, including a previously announced approximately US$950 million five‑year cloud infrastructure agreement.

SharonAI Holdings Inc. filed an 8-K to share a press release announcing a major cloud computing infrastructure agreement with a global technology company with a strong Asia-Pacific presence. The contract is valued at approximately US$950 million over five years.

Sharon AI plans to deploy cloud computing solutions across multiple NEXTDC data centers in Australia, with revenue from the agreement expected to begin by the end of the third and fourth quarters of 2026. The deployments are expected to use the Vast Data AI Operating System to combine storage, database, compute and real-time processing, supporting Sharon AI’s growth in high-performance AI cloud services across Australia and the broader Asia-Pacific region.

SharonAI Holdings Inc. entered into new executive employment agreements for its leadership team, effective May 1, 2026, transitioning key founders and senior executives from contractor roles to full-time employees of SharonAI Pty Ltd.

The contracts set base salaries ranging from approximately US$400,000 to US$500,000, plus performance-based short- and long-term incentives largely payable in restricted stock units and one-time listing awards. The company also formalized and later altered compensation for General Counsel Tim Flahvin, reducing his base salary while increasing and restructuring his RSU awards and short-term incentive. Related contractor agreements with entities associated with executives James Manning, Tim Broadfoot and Nick Hughes‑Jones were terminated by mutual agreement without material early termination penalties.

SharonAI Holdings Inc. furnished an investor presentation under a Regulation FD disclosure. On April 29, 2026, the company posted the presentation on its website and attached it as Exhibit 99.1 for use with investors, analysts and others during its current fiscal year.

The company emphasizes that the materials are summary information meant to be read alongside its SEC filings and risk factors, are not deemed “filed” for liability purposes, and include forward-looking statements subject to risks and uncertainties with no obligation to update except as required by law.

SharonAI Holdings Inc. entered into definitive agreements for a private offering of $350 million of 6.00% Convertible Senior Notes due 2031, led by Oaktree Capital with other institutional investors. The company plans to use the cash mainly for GPU and network procurement and working capital to support revenue-generating AI cloud deployments.

The notes bear 6% cash interest paid quarterly and initially convert at about $48.24 per share, roughly a 20% premium to the Nasdaq minimum price at signing, with a capped conversion rate that could result in up to 8,706,250 shares of common stock on conversion. The notes are senior unsecured, guaranteed by key subsidiaries, include covenants limiting additional secured debt, and allow forced conversion only if share price and trading volume thresholds are met. A separate Registration Rights Agreement requires SharonAI to register resales of the notes and underlying shares, with cash liquidated damages of 1% per month (capped at 5%) if registration deadlines are missed.

SharonAI Holdings Inc. announced accelerated receipt of total proceeds of US$74 million from the sale of its 50% ownership in Texas Critical Data Centers LLC to New Era Energy & Digital, Inc. This exceeds the originally anticipated US$70 million and arrives ahead of the prior payment schedule.

The acceleration comes from NUAI’s early redemption of a US$50 million Senior Secured Convertible Promissory Note plus interest, a true-up share issuance of roughly 893,724 NUAI shares following NUAI’s US$3.35 per-share offering, and US$10 million in cash already received. Management highlights that this non-dilutive capital strengthens SharonAI’s balance sheet and supports expansion of its AI and high-performance cloud infrastructure in Australia.

SharonAI Holdings Inc. filed an update to correct a statement in its Annual Report for the year ended December 31, 2025. The report had said that NVIDIA was a strategic shareholder in SharonAI. The company now states this was an error and that NVIDIA Corporation is not, and as of this update does not hold, any equity securities of the company. The correction does not change any previously reported financial statements, and all other parts of the Form 10-K remain the same.

SharonAI Holdings Inc. has announced plans to seek a dual listing of its securities on the Australian Securities Exchange, where they would trade as CHESS Depositary Interests, each representing one share of its Class A Ordinary Common Stock.

In connection with the proposed ASX listing, the company intends to conduct an Australian public offering of CDIs and a concurrent private offering to institutional investors in certain other countries, both subject to market and other conditions. All currently outstanding convertible promissory notes are expected to automatically convert into CDIs immediately before ASX admission.

There will be no public CDI offering in the United States, and the CDIs and underlying shares will not be registered under U.S. securities laws, limiting offers and sales in the U.S. to transactions relying on exemptions.

SharonAI Holdings Inc. has entered into a major AI cloud services agreement with ESDS Software Solutions Limited, featuring an initial five-year term with total contract value of approximately US$1.25 billion.

Under a Master Services Agreement and first Service Order, SharonAI will deploy and operate an AI cloud infrastructure cluster in an Australian data center, including about 8,200 NVIDIA B300 GPUs and roughly 17.80 petabytes of VAST storage. The infrastructure is scheduled to be delivered by September 16, 2026, with revenue expected to begin in the third quarter of 2026 and service fees payable monthly in advance.

The Service Order runs for 60 months from the service start date, with a 24‑month extension option. The customer must provide US$140 million in letters of credit or bank guarantees, and service levels target 99.95% annual uptime. The customer cannot terminate for convenience in the first 36 months, and early termination triggers contractual payments.

SharonAI Holdings Inc. appointed Benjamin (Ben) Adams to its Board of Directors as a Class I director, effective upon his countersigning a Director Appointment Letter. He will serve until the company’s 2026 annual meeting of stockholders, when he will stand for election with the other Class I directors.

The Board expects to place Mr. Adams on the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee. He is currently Executive Vice President, Chief Legal Officer and Corporate Secretary of The Western Union Company and has held senior legal roles at PayPal, Microsoft, Nokia and Gibson, Dunn & Crutcher.

Under the Director Appointment Letter dated February 22, 2026, Mr. Adams will receive a grant of 10,973 restricted stock units under the 2025 Omnibus Equity Incentive Plan, vesting on the first anniversary of the grant date, plus $25,000 in annual cash compensation. The company states there is no separate arrangement leading to his appointment and no related-party transactions reportable under Regulation S-K Item 404(a).

SharonAI Holdings Inc. filed a current report describing a new AI infrastructure partnership. The company announced the launch of Australia’s first Cisco Secure AI Factory with NVIDIA, providing secure, scalable and high‑performance sovereign AI capabilities with all data and processing kept within Australia.

The Cisco Secure AI Factory is designed to support the country’s National AI Plan and an AI‑enabled economy, and includes a 1024 NVIDIA Blackwell Ultra deployment architected with Cisco. Sharon AI positions itself as a leading Australian “Neocloud” focused on high‑performance cloud GPU compute. The release also includes forward‑looking statements, referencing risks discussed in Sharon AI’s Form S‑1 declared effective on February 17, 2026.

SharonAI Holdings Inc. completed a U.S. initial public offering of 4,166,666 shares of its Class A Ordinary Common Stock at a public offering price of $30.00 per share. This primary offering represents total gross proceeds of about $125 million, with net proceeds of approximately $118.91 million after underwriting discounts, commissions and estimated expenses.

The company granted underwriters a 45‑day option to buy up to an additional 625,000 shares to cover over‑allotments. SharonAI plans to use the net proceeds to acquire additional GPU‑focused equipment and for working capital and other general corporate purposes.

The shares are listed on the Nasdaq Capital Market under the symbol “SHAZ,” after previously trading on the OTCPK. The company, and separately its officers and directors, agreed to 60‑day and 90‑day lock‑up periods, respectively, limiting additional sales of specified securities for a defined time after the offering.

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.

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.

SharonAI Holdings Inc. has sold 100% of its 50% membership interest in Texas Critical Data Centers LLC (TCDC) to New Era Energy & Digital Inc. for total consideration of $70,000,000. The package includes $10,000,000 in cash, with $150,000 already paid as a non-refundable deposit and $9,850,000 due by March 31, 2026 upon certain events, plus $10,000,000 in NUAI equity and a $50,000,000 senior secured convertible promissory note.

The note carries 10% annual interest to June 30, 2026 and allows SharonAI to convert up to $10,000,000 into NUAI common stock at a price based on the 30-day VWAP, subject to a floor at 20% of the Nasdaq Official Closing Price. NUAI’s obligations are guaranteed and secured by all membership interests in TCDC, substantially all of TCDC’s assets, and certain related real estate, giving SharonAI multiple layers of collateral for the deferred consideration.

SharonAI Holdings Inc. appointed Alexander Andrew (Drew) Kelton to its Board of Directors effective immediately to fill a vacancy. He will serve as a Class III director until the 2028 annual meeting of stockholders and has been named to the Nominating and Corporate Governance, Compensation, and Audit Committees.

Kelton brings roughly 40 years of global information and communications technology experience, including senior roles at Superloop, Megaport, T-Mobile, Telstra International and Docusign. Under a Director Appointment Letter dated January 13, 2026, he will receive an initial one-time grant of restricted stock units valued at $50,000, additional restricted stock units valued at $450,000 vesting in three annual $150,000 installments over 36 months, and $25,000 in annual cash compensation.

SharonAI Holdings Inc. filed an update on its independent auditors. On January 6, 2026, the board’s audit committee dismissed CBIZ CPAs P.C. as the company’s independent registered public accounting firm and, effective the same date, engaged HoganTaylor LLP to audit the company’s financial statements for fiscal year 2025.

The company explains that CBIZ CPAs had taken over the attest business of prior auditor Marcum LLP in November 2024 and was engaged as auditor in May 2025, but CBIZ CPAs did not issue any audit reports during its engagement. SharonAI states that from May 23, 2025 through January 6, 2026 there were no disagreements or reportable events with CBIZ CPAs as defined under SEC rules. The company also notes it did not consult HoganTaylor during 2024 on accounting or auditing matters before this engagement.