Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-040152

Filed: 2026-08-26

Period: 2026-08-21

CIK: 0002068385

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

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 21, 2026

SHARONAI

HOLDINGS INC.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

(State

or Other Jurisdiction of Incorporation)

001-43129

41-2349750

(Commission

File Number)

(IRS

Employer Identification No.)

745

Fifth Avenue, Suite 500,

New

York, NY

10151

(Address

of Principal Executive Offices)

(Zip

Code)

(347) 212-5075

(Registrant’s

Telephone Number, including Area Code)

Not

Applicable

(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 obligation of the registrant under

any of the following provisions:

☐

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

1.01 Entry into a Material Definitive Agreement

First

Supplemental Indenture

August 21, 2026, following receipt of the requisite consents from holders of the Notes (as defined below), SharonAI Holdings Inc. (the

“Company”), as issuer, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee,

entered into the First Supplemental Indenture, dated as of August 21, 2026 (the “First Supplemental Indenture”), to the Indenture,

dated as of May 18, 2026 (the “Base Indenture”), governing the Company’s outstanding 6.00% Convertible Senior Notes

due May 1, 2031 (the “Notes”).

Pursuant

to the First Supplemental Indenture, the Base Indenture was amended to, among other things, (i) remove certain restrictive covenants

applicable to the Company and its subsidiaries, including with respect to their ability to incur, maintain and repay indebtedness and

grant liens securing indebtedness, and (ii) make other relevant conforming and technical amendments.

The

foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference

to the complete text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by

reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number

Description

4.1

First Supplemental Indenture, dated as of August 21, 2026, by and among SharonAI Holdings Inc., the subsidiary guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: August

26, 2026

By:

/s/

James Manning

Name:

James

Manning

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

SHARONAI

HOLDINGS INC.

(COMPANY)

THE

SUBSIDIARY GUARANTORS NAMED HEREIN

(SUBSIDIARY

GUARANTORS)

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION

(TRUSTEE)

6.00%

CONVERTIBLE SENIOR NOTES DUE MAY 1, 2031

FIRST

SUPPLEMENTAL INDENTURE

DATED

AS OF AUGUST 21, 2026

FIRST

SUPPLEMENTAL INDENTURE, dated as of August 21, 2026 (this “First Supplemental Indenture”), among SharonAI Holdings

Inc., a Delaware corporation, as issuer (the “Company”), SharonAI Inc., a Delaware corporation, SharonAI Operations

LLC, a Delaware limited liability company, SharonAI Hosting LLC, a Delaware limited liability company, SharonAI Pty Ltd, an Australian

proprietary limited company and Distributed Storage Solutions Pty Ltd, an Australian proprietary limited company, as the Subsidiary Guarantors

(together, the “Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity,

the “Trustee”) to the Indenture referred to below.

WHEREAS,

the Company, the Subsidiary Guarantors and SAI US No. 1 LLC, a Delaware limited liability company, have heretofore executed and delivered

to the Trustee an indenture (the “Indenture”), dated as of May 18, 2026, providing for the issuance of 6.00% Convertible

Senior Notes due May 1, 2031 (the “Notes”);

WHEREAS,

SAI US No. 1 LLC has been released and discharged from its obligations under its Subsidiary Guarantee pursuant to Section 12.05 of the

Indenture;

WHEREAS,

Section 8.02 of the Indenture provides that, subject to certain exceptions inapplicable hereto, with the consent of the Required Holders

and by Act of said Holders delivered to the Company and the Trustee, the Company, any Subsidiary Guarantor, and the Trustee, if applicable,

may, among other things, enter into an indenture supplemental to the Indenture for the purpose of adding any provisions to or changing

in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders under the Indenture;

WHEREAS,

as evidenced by the Officer’s Certificate delivered to the Trustee by the Company on the date hereof, pursuant to Section 8.04

of the Indenture, the Required Holders, by Act delivered to the Company and the Trustee, have consented to the amendments to the Indenture

set forth in this First Supplemental Indenture;

WHEREAS,

pursuant to Section 8.04 of the Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel and is authorized

to execute and deliver this First Supplemental Indenture; and

WHEREAS,

all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its

terms have been performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

NOW

THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,

the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and ratable benefit of the Holders of the Notes

as follows:

Article

DEFINITIONS

Section

1.01 Definition of Terms. Unless the context otherwise requires:

(a)

a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless the definition of such term

is otherwise provided pursuant to this First Supplemental Indenture, in which case the definition in this First Supplemental Indenture

shall govern solely with respect to the Notes;

-1-

(b)

a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

(c)

the singular includes the plural and vice versa;

(d)

unless stated otherwise, a reference to a Section or Article is to a Section or Article in this First Supplemental Indenture; and

(e)

headings are for convenience of reference only and do not affect interpretation.

Article

AMENDMENTS

Section

2.01 Amendments.

(a)

Section 1.01 of the Indenture is hereby amended by deleting the defined terms “GPU Value”, “Holdco Cash”, “Holdco

Coverage Amount”, “Holdco Debt”, “Revenue” and “Secured GPU Debt” in their entirety.

(b)

Section 1.01 of the Indenture is hereby amended by deleting the definition of “Class B Common Stock” in its entirety and

replacing it with the following:

“Class

B Common Stock” means Class B Super Common Stock, par value $0.0001 per share.”

(c)

Section 1.01 of the Indenture is hereby amended by deleting the definition of “Disqualified Capital Stock” in its entirety

and replacing it with the following:

“Disqualified

Capital Stock” of any Person means any class of Capital Stock of such Person that, by its terms, or by the terms of any related

agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage

of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily

redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the

final maturity date of the Notes; provided, however, that any class of Capital Stock of such Person that, by its terms, authorizes such

Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking

fund or otherwise) or repurchase thereof or otherwise by the delivery of Capital Stock that are not Disqualified Capital Stock, and that

is not convertible, puttable or exchangeable for Disqualified Capital Stock or Indebtedness, will not be deemed to be Disqualified Capital

Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Capital Stock that are not Disqualified

Capital Stock.”

-2-

(d)

Section 5.14(a) of the Indenture is hereby deleted in its entirety and replaced with the following:

“(a)

As long as any portion of the Notes remains outstanding, unless the Required Holders shall have otherwise given prior written consent,

the Company shall not, and shall not permit any of the Subsidiaries (other than any SPV Subsidiary) to, directly or indirectly:

(i)

amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially

and adversely affects any rights of the Holder (which explicitly will not include any amendment that solely: (A) collapses the Company’s

dual common stock structure or eliminates one class of common stock; and/or (B) increases the authorized shares of stock of one or more

classes; and/or (C) splits, reverse splits or similarly consolidates shares of stock);

(ii)

repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common

Stock Equivalents other than as to (A) the Conversion Shares as permitted or required under the Transaction Documents and (B) repurchases

of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, provided that such repurchases shall

not exceed an aggregate of $100,000 for all officers and directors during the term of this Indenture;

(iii)

[Intentionally Omitted];

(iv)

pay cash dividends or distributions on any equity securities of the Company;

(v)

enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission,

unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of

the Company (even if less than a quorum otherwise required for board approval); or

(vi)

enter into any agreement with respect to any of the foregoing.”.

(e)

Section 5.14(b) of the Indenture is hereby deleted in its entirety and replaced with the following:

“[Intentionally

Omitted].”

(f)

Section 5.14(c) of the Indenture is hereby deleted in its entirety and replaced with the following:

“[Intentionally

Omitted].”

(g)

Section 5.17 of the Indenture is hereby deleted in its entirety and replaced with the following:

“[Intentionally

Omitted].”

-3-

Article

MISCELLANEOUS

Section

3.01 Ratification of Indenture. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified

and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and

therein provided.

Section

3.02 Governing Law; Waiver of Jury Trial. This First Supplemental Indenture, and any claim, controversy or dispute arising under

or related to this First Supplemental Indenture, will be governed by, and construed in accordance with, the laws of the State of New

York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations Law).

EACH

OF THE COMPANY, THE SUBSIDIARY GUARANTORS, THE TRUSTEE, THE CONVERSION AGENT, THE REGISTRAR AND THE PAYING AGENT IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING

TO THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section

3.03 Separability. Each provision of this First Supplemental Indenture shall be considered separable and if for any reason any

provision which is not essential to the effectuation of the basic purpose of this First Supplemental Indenture, the Indenture or the

Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in

any way be affected or impaired thereby.

Section

3.04 Trustee Disclaimer. Neither the Trustee, the Conversion Agent, the Registrar nor the Paying Agent shall be responsible in

any manner whatsoever for or in respect of the validity, sufficiency or adequacy of this First Supplemental Indenture or for or in respect

of the recitals contained herein, all of which are made solely by the Company and the Subsidiary Guarantors, and neither the Trustee,

the Conversion Agent, the Registrar nor the Paying Agent assumes any responsibility for their correctness.

Section

3.05 Execution in Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which

shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this

First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery

of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for

all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all

purposes. The words “execution,” “signed,” “signature,” and words of similar import in this First

Supplemental Indenture and the Notes shall be deemed to include electronic or digital signatures or the keeping of records in electronic

form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping

system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and

National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech.

§§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding

anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any

format unless expressly agreed to by the Trustee, as applicable, pursuant to procedures approved by the Trustee, as applicable.

[Signature

Pages Follow]

-4-

WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first

above written.

SharonAI

Holdings Inc.

By:

/s/

James Manning

Name:

James

Manning

Title:

Chief

Executive Officer

SharonAI

Inc.

By:

/s/

James Manning

Name:

James

Manning

Title:

President,

Secretary, Treasurer

SharonAI

Operations LLC

By:

/s/

James Manning

Name:

James

Manning

Title:

President

SharonAI

Hosting LLC

By:

/s/

James Manning

Name:

James

Manning

Title:

President

[Signature

Page to First Supplemental Indenture]

EXECUTED by

SharonAI Pty Ltd ACN 645 215 194 in accordance with section 126 of the Corporations

Act 2001 (Cth):

/s/ James Manning

Signature of authorized signatory

James Manning

Name of authorized signatory (block

letters)

EXECUTED by Distributed

Storage Solutions Pty Ltd ACN 646 979 222 in accordance with section 126 of the Corporations

Act 2001 (Cth):

/s/

James Manning

Signature of authorized signatory

James Manning

Name of authorized signatory (block

letters)

[Signature

Page to First Supplemental Indenture]

U.S.

Bank Trust Company,

National Association, as Trustee

By:

/s/

Brandon Bonfig

Name:

Brandon

Bonfig

Title:

Vice

President

[Signature

Page to First Supplemental Indenture]

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