Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-036254

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0002068385

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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0002068385

2026-08-06

iso4217:USD

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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): August 6th, 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.

July 22, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on

Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated August 6th, 2026

99.2

2026 Results Presentation

104

Cover Page Interactive

Data File (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.

-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: August 6th, 2026

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Reports Second Quarter 2026 Results

Total

contract value reaches ~$8.8bn

Six-year

strategic NVIDIA compute collaboration

Secured

AI Factory capacity increases by 80MW to 212MW

NEW

YORK, August 6, 2026 – Sharon AI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the Company”),

a leading Australian Neocloud, today reported its financial and operational results for the second quarter ended June 30, 2026.

All

amounts are in U.S. dollars unless otherwise indicated.

Second

Quarter 2026 Highlights

● Customer

Momentum

○ $4.9bn,

six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs

○ $950m,

five-year, take-or-pay contract with a global technology company with major Asia-pacific

presence

● Capacity

and Platform

○ Expanded

VAST Data partnership: 600PB VAST AI Operating System deployed as the foundational data layer,

sized to support ~100,000 GPUs

● Balance

Sheet and Capital

○ Well

funded for the near-term build-out following the $1.6bn oversubscribed private placement,

$350m convertible notes offering, and the accelerated receipt of $74m in proceeds from the

divestment of Texas Critical Data Centers (“TCDC”)

● Leadership

and Governance

○ Appointed

Andrew Penn AO as Non-Executive Chairman

Second

Quarter 2026 Financial Results

● Revenue:

$1.9m, an increase of 412% from 2Q 2025

● Net

income (loss): $(430.4m), including non-cash items totaling $423.8m, primarily reflecting

a $400.4m fair value loss on convertible notes resulting from share price appreciation, compared

to a net loss of $(2.6m) in 2Q 2025.

● Adjusted

EBITDA1: $0.6m, compared to $(1.7m) in 2Q 2025

● Cash

and cash equivalents: $1.9bn at June 30, 2026

● Total

Contract Value (“TCV”)2: $8.8bn as of August 6, 2026

1Adjusted

EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and reconciliation tables.

2TCV

represents the aggregate estimated contractual committed spend under customer contracts in effect as of the measurement date, for the

contractual term. TCV is an operating metric and does not represent revenue recognized in accordance with U.S. GAAP. TCV excludes contracts

that are not legally binding and is subject to change based on contract modifications, terminations, and other factors.

Management

Commentary

“In

the second quarter, we established the commercial, infrastructure, and capital foundations for Sharon AI’s next phase of growth

at scale,” said James Manning, Co-Founder and Chief Executive Officer of Sharon AI. “Customer engagement continues to broaden

and deepen, reflecting strong demand for secure, high-performance AI infrastructure and a growing recognition that access to power, compute

and data sovereignty will be critical constraints as AI adoption accelerates.

“Our

focus is on converting that demand and our contracted commitments into durable revenue growth and long-term shareholder value through

disciplined execution. We are on track to bring contracted capacity online in accordance with our deployment schedule, while maintaining

a thoughtful approach to capital allocation and pace of expansion. Revenue is expected to ramp materially from the third quarter of 2026

through 2027. With an experienced leadership team backed by deep technical and operating expertise across the business, a best-in-class

partner ecosystem and a strengthened balance sheet, we believe Sharon AI is well positioned to become a leading sovereign AI infrastructure

platform across Australia, New Zealand, and the broader Asia-Pacific region.”

Subsequent

Highlights

the third quarter 2026 to-date, the Company has announced:

● $1.32bn,

five-year, take-or-pay contract with a global AI lab, anchoring Sharon AI’s expansion

to New Zealand

● Additional

80MW of capacity, bringing total capacity to 212MW, for deployment in 2026 and 2027, underpinned

by a growing pipeline of additional capacity

● $373m,

five-year, take-or-pay contract with a global AI platform for a deployment of 2,048 NVIDIA

B300 GPUs

● 64,000+

NVIDIA GPUs expected to be deployed by mid 2027

● Anuj

Goel as Chief Financial Officer and Melissa Anastasiou as Chief Legal Officer

2026 Results Conference Call & Webcast

Date

& Time: Thursday, August 6, 2026, 4:30 p.m. ET

Webcast:

Use this link

U.S.

Dial-in: 888-506-0062

International

Dial-in: +1-973-528-0011

Conference

ID: 376509

replay of the webcast will be available at sharonai.com/investors following the event.

About

Sharon AI

Sharon

AI (NASDAQ: SHAZ) is a leading Australian neocloud expanding access to artificial intelligence through trusted, secure and sovereign

AI infrastructure. Through its AI Factory platform and colocation partners, Sharon AI enables organisations across Australia, New Zealand,

and globally to confidently build, train and deploy AI at scale. For more information, visit www.sharonai.com.

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.

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.

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.

Non-GAAP

Financial Measures

This

press release includes “Adjusted EBITDA,” which is a non-GAAP financial measure. The Company defines Adjusted EBITDA as net

income (loss) adjusted to exclude: (i) interest expense (income), net; (ii) income tax expense (benefit); (iii) depreciation and amortization;

(iv) stock-based compensation expense; (v) fair value adjustments on convertible notes; and (vi) other non-cash or non-recurring items

that management does not consider indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a substitute

for net income (loss) or any other measure of financial performance prepared in accordance with U.S. GAAP and may not be comparable to

similarly titled measures used by other companies. Management believes Adjusted EBITDA is useful to investors because it provides a supplemental

measure of the Company’s core operating performance by excluding the effects of capital structure decisions (such as interest expense

and fair value changes on convertible notes), non-cash charges (such as depreciation, amortization and stock-based compensation), and

tax impacts that can vary significantly between periods and across companies. Management uses Adjusted EBITDA to evaluate the Company’s

performance, compare performance across periods, and assist in the allocation of resources. Investors are cautioned that Adjusted EBITDA

has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company’s

results as reported under U.S. GAAP.

reconciliation of Adjusted EBITDA to the most directly comparable U.S. GAAP financial measure is included in the tables accompanying

this press release. To the extent the Company provides forward-looking Adjusted EBITDA guidance in connection with this release or the

related earnings call, a reconciliation of such forward-looking non-GAAP measure to the most directly comparable U.S. GAAP measure may

not be available without unreasonable effort due to the inherent difficulty in forecasting and quantifying certain amounts, including

but not limited to fair value adjustments on convertible notes, stock-based compensation expense, and other non-cash or non-recurring

items, the timing and magnitude of which may be significant.

Contacts

Media

media@sharonai.com

Investors

investors@sharonai.com

CONSOLIDATED

CONDENSED BALANCE SHEETS

June 30,

December 31,

2026

2025

(unaudited)

ASSETS

Current assets

Cash and cash equivalents

$ 1,861,347,822

$ 71,073,024

Trade and other receivables

28,458,817

749,677

Convertible note proceeds receivable

15,171,072

Assets held for sale

1,170,289

1,135,490

Other current assets

47,196,444

288,191

Total current assets

1,938,173,372

88,417,454

Property and equipment, net

26,323,307

15,207,775

Right of use assets, net

6,889,203

7,140,877

Equipment, software and lease prepayments

302,647,678

Certificates of deposits

12,748,105

915,397

Other long-term assets

16,512,329

3,414,432

Goodwill

18,044,215

TOTAL ASSETS

$ 2,321,338,209

$ 133,140,150

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Trade and other payables

$ 32,407,955

$ 3,433,320

Customer deposits

143,879,911

Warrant liability

6,145,450

890,000

Note payable

2,254,968

SAFE note liability

6,025

Convertible notes

1,006,535,059

129,017,286

Finance lease liabilities, current portion

1,176,406

1,072,820

Other current liabilities

2,701,932

Total current liabilities

1,190,150,806

139,370,326

Finance lease liabilities, non-current

3,640,024

3,918,081

TOTAL LIABILITIES

1,193,790,830

143,288,407

Stockholders’ equity (deficit):

Common Stock- Class A ($0.001 par value, 900,000,000 shares authorized; 35,667,164 and 11,832,164 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

3,567

1,183

Common Stock- Class B ($0.0001 par value, 6,891,948 shares authorized; 136,341 shares issued and outstanding as of June 30, 2026 and December 31, 2025)

Additional paid-in capital

1,624,995,090

33,861,613

Accumulated deficit

(491,747,880 )

(43,529,190 )

Accumulated other comprehensive loss

(3,418,013 )

(372,992 )

Noncontrolling interest

(2,285,399 )

(108,885 )

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

1,127,547,379

(10,148,257 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$ 2,321,338,209

$ 133,140,150

CONSOLIDATED

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months Ended

For the Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

$ 1,931,381

$ 376,984

$ 2,225,396

$ 702,077

Cost of revenue

761,755

398,266

1,287,572

711,648

Gross profit (loss)

1,169,626

(21,282 )

937,824

(9,571 )

Share-based compensation

2,670,588

489,345

3,052,746

956,968

Selling, general and administrative expenses

8,685,424

1,083,093

12,700,643

2,090,523

Other expenses

14,597,792

1,169,712

12,787,838

1,676,132

Other income

(153,199 )

(961,713 )

Loss from operations

(24,784,178 )

(2,610,233 )

(27,603,403 )

(3,771,481 )

Non-operating income (expense), net:

Change in fair value of digital assets

(62,657 )

(391,090 )

Change in fair value of warrant liabilities

(6,138,775 )

(5,255,450 )

Change in fair value of convertible notes

(400,440,855 )

(470,668,608 )

Change in fair value of share-based payment

334,502

Gain on investment in NUAI shares

6,493,245

4,984,130

Gain on sale of investment in TCDC

856

65,920,568

Interest income (expense), net

(4,527,540 )

(43,521 )

(3,267,654 )

(55,912 )

Loss before income taxes

(429,062,745 )

(2,716,411 )

(435,555,915 )

(4,218,483 )

Income tax (expense) benefit

(1,305,951 )

127,579

(14,824,603 )

190,161

Net loss

(430,368,696 )

(2,588,832 )

(450,380,518 )

(4,028,322 )

Net loss attributable to non-controlling interest

(2,065,770 )

(12,426 )

(2,161,826 )

(19,336 )

Net loss attributable to SharonAI Holdings Inc.

$ (428,302,926 )

$ (2,576,406 )

$ (448,218,692 )

$ (4,008,986 )

Net loss per share, basic and diluted

$ (26.16 )

$ (2.41 )

$ (27.38 )

$ (3.76 )

Weighted-average number of shares outstanding

16,370,481

1,067,213

16,370,481

1,067,213

CONSOLIDATED

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six Months Ended

June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period, including noncontrolling interest

$ (450,380,518 )

$ (4,028,322 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation

3,199,299

803,955

Share based compensation

3,052,746

956,968

Change in fair value of digital assets

391,090

Intangible assets (FIL) revenue

(130,154 )

Intangible assets (FIL) cost of revenue

138,070

Accelerated amortization of Intangible assets

1,650,000

Deferred tax liability

89,050

Unrealized (gains) losses on foreign currency exchange

11,122,667

(731,755 )

Change in fair value of warrant liability

5,255,450

Change in fair value of convertible notes

470,668,608

Gain (loss) on investment in NUAI shares

(4,984,130 )

Gain on sale of investment in TCDC

(65,920,568 )

Interest income on convertible note receivable

(1,342,466 )

Gain on sale of property and equipment

(961,713 )

Bad debt expense

76,748

Changes in assets and liabilities:

Trade and other receivables

(26,712,905 )

932,259

Customer deposits

143,879,911

Other current assets

(95,762,765 )

(24,689 )

Other long-term assets

(2,212,252 )

9,355

Trade and other payables

24,231,858

(879,313 )

Income tax payable

7,803,779

Interest received from convertible note receivable

1,342,466

Net cash provided by (used in) operating activities

23,241,180

(1,708,451 )

CASH FLOWS FROM INVESTING ACTIVITIES

Advance payments for property and equipment

(310,665,524 )

Purchase of certificates of deposit

(11,804,654 )

Payment for the purchase of property and equipment

(12,541,952 )

(37,343 )

Payment for land purchase

(3,136,000 )

Cash proceeds from sale of TCDC investment

9,850,000

Proceeds from sale of NUAI Shares

14,984,130

Proceeds from convertible note receivable

50,000,000

Proceeds from sales of digital assets

93,051

Net cash provided by (used in) investing activities

(263,314,000 )

55,708

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock

586,858,433

Cash received from convertible note issuance

1,065,636,015

Issuance costs related to capital raise

(43,500,602 )

Proceeds from exercise of warrants

370

Proceeds from issuance of pre-funded warrants

438,141,548

Payment for lease liabilities

(712,210 )

(284,491 )

Repayment of note payable

(2,249,124 )

Net cash provided by (used in) financing activities

2,044,174,430

(284,491 )

Effect of exchange rate changes on cash and cash equivalents

(13,826,812 )

(81,793 )

Net cash increase/(decreases) in cash and cash equivalents

1,790,274,798

(2,019,027 )

Cash and cash equivalents at beginning of period

71,073,024

4,424,805

Cash and cash equivalents at end of period

$ 1,861,347,822

$ 2,405,778

RECONCILIATION

OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited)

For the Three Months Ended

June 30,

$ in thousands

2026

2025

Net loss

$ (430,369 )

$ (2,589 )

+ Income tax expense (benefit)

1,306

(128 )

+ Net interest expense (income)

4,528

+ Depreciation

1,881

439

EBITDA

(422,654 )

(2,234 )

+ Share-based compensation

2,671

489

+ Change in fair value of convertible notes

400,441

+ Change in fair value of warrant liabilities

6,139

+ Change in fair value of digital assets

+ Unrealized Foreign currency gain

14,329

+ Change in fair value of share-based payment

(335 )

Adjusted EBITDA (Non-GAAP)

$ 591

$ (1, 682)

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v3.26.1

Cover

Aug. 06, 2026

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Aug. 06, 2026

Entity File Number

001-43129

Entity Registrant Name

SHARONAI

HOLDINGS INC.

Entity Central Index Key

0002068385

Entity Tax Identification Number

41-2349750

Entity Incorporation, State or Country Code

Entity Address, Address Line One

745

Fifth Avenue

Entity Address, Address Line Two

Suite 500

Entity Address, City or Town

New

York

Entity Address, State or Province

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10151

City Area Code

(347)

Local Phone Number

212-5075

Written Communications

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Title of 12(b) Security

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SHAZ

Security Exchange Name

NASDAQ

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