SharonAI SEC Filings

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. is registering 1,440,000 shares of its Class A Ordinary Common Stock, par value $0.0001, for issuance under its 2025 Omnibus Equity Incentive Plan. This includes 1,200,000 new shares plus 240,000 additional shares that may return to the plan if prior awards expire, are forfeited, or otherwise are not issued.

The company is authorized to issue up to 100,136,341 shares of common stock and 1,000,000 shares of preferred stock. It currently has 11,830,664 Class A Ordinary Common shares and 136,341 Class B Super Common shares outstanding, with Class B carrying 160 votes per share versus one vote for Class A. The charter and bylaws include staggered three‑class board terms, preferred stock rights, advance notice rules, and other provisions that may discourage unsolicited takeovers. SharonAI’s common stock is quoted on the OTC Markets under the symbol “SHAZ”.

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.