Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-016390

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0002068385

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): April 13, 2026

SHARONAI

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43129

41-2349750

(State

or other jurisdiction

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

☒

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.

April 13, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release announcing the accelerated receipt of the remaining

consideration from its subsidiary’s sale of its 50% ownership in its Texas Critical Data Centers joint venture. A copy of the press

release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. By filing this Current Report on Form 8-K and furnishing

the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required

to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit

99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the

information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing

under the Securities Act of 1933, as amended, or the Exchange Act.

The

description of the press release is only a summary and is qualified in its entirety by reference to the full text of such document, which

is included as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release dated April 13, 2026

104

Cover

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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.

-2-

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:

CEO

Date:

April 13, 2026

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Announces Accelerated Receipt of Remaining Consideration from Sale of 50% Ownership in Texas Critical Data Centers Joint Venture

Results

in Total Proceeds of US$74 million

New

York, USA, 13th April, 2026 – Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI”

or “the Company”), a leading Australian neocloud, announced the accelerated receipt of the remaining outstanding US$50 million

Senior Secured Convertible Promissory Note, and receipt of a true-up share issuance from New Era Energy & Digital, Inc. (NASDAQ:

NUAI).

This

accelerated receipt results in total proceeds of sale of Sharon AI’s 50% ownership interest in Texas Critical Data Centers LLC

(“TCDC”) to NUAI of US$74 million, US$4 million higher than the originally anticipated US$70 million.

April 10, 2026, NUAI delivered an Optional Redemption Notice to Sharon AI, exercising its right to redeem the full outstanding principal

amount of the US$50 million Promissory Note (originally maturing June 30, 2026), plus accrued interest.

Sharon

AI has the option to convert up to 20% of the principal amount of the note into NUAI common stock by April 17, 2026, with the balance

to be paid in cash by April 24, 2026.

Additionally,

NUAI issued a True-Up Notice pursuant to the Membership Interest Purchase Agreement.

Following

NUAI’s recent public offering of common stock at $3.35 per share, Sharon AI is entitled to approximately 893,724 additional shares

of NUAI common stock.

Together

with the US$10 million in cash already received in late March, these steps bring the total consideration to US$74 million to Sharon AI,

ahead of the original payment schedule.

James

Manning, CEO of Sharon AI, said: “The early redemption of the US$50 million Promissory Note and the true-up share issuance

from NUAI demonstrate the strength of our partnership and strengthens our balance sheet with non-dilutive funding. This accelerated capital

inflow enhances our financial flexibility as we continue to scale our sovereign AI and HPC cloud infrastructure in Australia. We are

focused on deploying advanced GPU capacity, strengthening partnerships, and delivering high-performance AI solutions to hyperscale, enterprise,

AI native, research and government customers in Asia-Pacific, while creating sustained value for our shareholders.”

-ENDS-

-1-

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 Securities and Exchange Commission (SEC)

and any other conference calls, webcasts, investor days, etc. that the company may hold.

About

Sharon AI

SharonAI

Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI”), a leading Australian Neocloud, is a High-Performance Computing

company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU 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.

Contacts

Sharon

AI Media Enquiries:

Zachary

Nevas

IMS

Investor Relations

203.972.9200

sharonai@imsinvestorrelations.com

# #

-2-

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. 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;

● Acceleration

of the deployment of assets;

● Acceleration

of Sharon AI’s ability to engage with additional potential customers;

● Expansion

of Sharon AI’s data center footprint;

● The

firming of Sharon AI’s ability to formally lease additional capacity; and

● The

strengthening of Sharon AI’s partner network.

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 Sharon AI’s most recently filed Annual Report on Form 10-K

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.

-3-

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