Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-014405

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0002068385

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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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): March 31, 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.

March 31, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release discussing its 2025 fiscal year in review,

and also certain key events subsequent to December 31, 2025. The Company has also prepared a Presentation Deck dated March 2026, that

will be used in discussing the Company’s business with interested parties. A copy of the press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference. A copy of the presentation is attached hereto as Exhibit 99.2 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 and 99.2 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

descriptions of the press release and presentation are only summaries and are qualified in their entirety by reference to the full text

of such documents, which are filed as exhibits to this Current Report on Form 8-K and which are incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release dated March 31, 2026

99.2

Presentation dated March 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.

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:

March 31, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Reports CY25 Results

Foundation

Built for Acceleration in 2026 and Beyond

New

York, USA, 31st March 2026 - Today, SharonAI Holdings Inc. (NASDAQ:SHAZ)

and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian

Neocloud, announced the release of its financial results for the fourth quarter and fiscal year ended 31 December 2025.

The

fiscal 2025 financial results reflect the Company’s full year operations after becoming a certified NVIDIA Cloud Partner (“NCP”)

in December 2024. As a result, 2025 was a year that saw the foundations built upon which Sharon AI intends to accelerate its growth,

at scale, into 2026 and beyond.

Key

activities in 2025 included:

●

Nasdaq

IPO: Preparation for the Company’s Nasdaq IPO which took place in February 2026, raising US$125m

●

Balance

Sheet Strengthened by US$100M: Increased balance sheet strength by raising approximately US$100m via a Convertible Note in December

2025

●

Data

center capacity increased: Strengthening the Company’s relationship with NEXTDC which resulted in Sharon AI securing up to

50MWs of data center capacity

●

Cisco

Strategic Enterprise Partnership: Joint sales go-to-market activities established ahead of official launch in Q1 2026

●

Board

Expansion: Appointed Drew Kelton and Peter Woodward to the Sharon AI Board of Directors

●

Digital

Alpha investment; Digital Alpha Advisers LLC strategic investment and partnership, including participation in December 2025 convertible

note and up to US$200m revenue share facility

Key

Events Q1 2026;

●

Listed

on the Nasdaq Capital Market in February 2026

●

Key

customer win – Canva

●

Expanded

expected data center capacity from 50MWs to 70MWs

●

Completion

of the sale of 50% holding in Texas Critical Data Centers (TCDC) joint venture for US$70M with that recycled capital expected to

accelerate the growth of the company’s core Australian GPU Cloud business

●

Sharon

AI and Cisco launch Australia’s First Secure AI Factory

●

Secured

up to US$500m debt facility from USD.AI

●

Key

customer win - US-based AI-native inference cloud provider

●

Sharon

AI Co-Founder & Chairman Mr. James Manning becomes Chief Executive Officer

●

Strategic

Partnership with World Wide Technology for Large Scale, High-Performance AI Infrastructure Engineering & Supply Chain Solutions

●

Benjamin

Adams added to the Board of Directors

-1-

James

Manning, Co-Founder and CEO, Sharon AI said “2025 was a highly successful year for Sharon AI, where we laid solid foundations

for anticipated growth in 2026 and beyond. Customer demand across the AI native, research, government enterprise and hyperscale cohorts

has continued to accelerate into early 2026. We are focused on increasing our data center capacity to meet this demand. I would like

to thank all of our employees, shareholders, partners and stakeholders for their support in 2025, we look forward to a very exciting

2026 and beyond.”

Business

Outlook

2026

is expected to be a defining year for the Company as it works closely with its key strategic partner network to execute on its material

growth strategy, bringing high-performance compute to Australian and Asia-Pacific customers alike. The recent expansion of expected data

centre capacity from approximately 50MWs to approximately 70MWs is a ~40% increase in power visibility, allowing Sharon AI to provide

certainty for customers and their subsequent AI and HPC compute deployments.

-ENDS-

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 The Company also note 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. Forward-looking statements in this release include specific statements regarding the anticipated

listing on the Nasdaq Capital Market and completion of the Offering. 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 the Registration Statement on Form S-1 declared effective by the

SEC on February 17, 2026. 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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v3.26.1

Cover

Mar. 31, 2026

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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