Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-041450

Filed: 2026-09-04

Period: 2026-09-04

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): September 4, 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)

(Zip

Code)

Registrant’s

telephone number, including area code: (347) 212-5075

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 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.

September 4, 2026, SharonAI Holdings Inc. (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 September 4, 2026

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. 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:

Chief

Executive Officer

Date:

September 4, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Selects Rafay Systems to Support AI Infrastructure Orchestration Platform at Scale

Five-year

strategic agreement establishes a standardized orchestration and operations platform across Sharon AI’s expanding AI Factory environments

NEW

YORK – September 4, 2026 - SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a

leading Australian Neocloud delivering trusted AI infrastructure, today announced a five-year strategic agreement with Rafay Systems,

a leading platform provider for modern infrastructure and AI workloads.

Under

the agreement, Sharon AI will use the Rafay platform as a centralized orchestration and operations layer across its AI Factory environments.

The platform standardizes how Sharon AI’s accelerated computing infrastructure is provisioned, governed, monitored and made available

to customers across different locations, tenants and workloads.

The

agreement formalizes Sharon AI’s use of Rafay across its expanding AI infrastructure platform, moving from individual cluster deployments

to a consistent operating framework designed to support the Company’s growth across Asia-Pacific and globally.

The

Rafay platform provides the automation, observability, governance and secure, multi-tenancy capabilities required to operate advanced

AI infrastructure at scale. It is designed to help Sharon AI manage compute capacity efficiently, respond to different customer workload

requirements and deliver secure, reliable access to the infrastructure customers need to build, train and run AI.

“Sharon

AI is delivering the trusted infrastructure and operational capabilities required to help customers realize measurable value,”

said James Manning, Co-founder and Chief Executive Officer of Sharon AI. “Our agreement with Rafay gives us a standardized platform

for orchestrating and managing AI infrastructure across our expanding footprint. This should enable us to manage our compute capacity

more efficiently, accelerate service delivery and provide customers with a consistent and secure experience as we scale.”

The

Rafay platform acts as a centralized control plane across Sharon AI’s AI Factory environments, providing operational guardrails

above the underlying physical infrastructure. Its capabilities include infrastructure lifecycle management, workload orchestration, governance,

monitoring and support for Kubernetes and virtual machine environments through a unified platform.

This

operating layer abstracts the complexity of procuring, deploying and managing advanced AI infrastructure. It is intended to enable Sharon

AI to provide customers with access to the AI capabilities they require without those customers needing to own or operate the underlying

physical infrastructure.

The

architecture established through the agreement is designed to support the orchestration of up to 150,000 GPUs over the five-year term,

illustrating that Sharon AI intends to build platform components for larger-scale GPU deployments over time.

“Operating

AI infrastructure at scale requires more than access to GPU capacity,” said Haseeb Budhani, Co-founder and Chief Executive Officer

of Rafay Systems. “Providers also need the orchestration, automation and governance capabilities required to transform that infrastructure

into secure, reliable and production-ready AI services. Sharon AI is building a highly scalable AI infrastructure platform for customers

across Asia-Pacific and beyond, and we are proud to provide an operational foundation that can support its continued growth.”

-1-

The

agreement is also expected to support the development of Sharon AI’s internal capabilities and expertise around the Rafay platform,

establishing consistent operating practices across its AI infrastructure deployments.

The

collaboration is expected to strengthen Sharon AI’s ability to automate service delivery, improve infrastructure utilization and

reliability, maintain consistent governance and accelerate access to advanced AI capabilities for customers.

ENDS

About

Sharon AI

Sharon

AI (NASDAQ: SHAZ) is a leading Australian Neocloud delivering trusted sovereign AI infrastructure. Through its AI Factory platform and

world-class ecosystem of technology and co-location partners, Sharon AI expands access to the scalable capabilities that organisations

need to build, train and run AI, from model training through to inference and agentic AI. Serving customers globally, Sharon AI helps

organisations move faster from AI potential to measurable value. For more information, visit www.sharonai.com.

Media

media@sharonai.com

Investors

investors@sharonai.com

About

Rafay Systems

Rafay

Systems is a leading software provider powering operators building the AI cloud, including Neoclouds, telecommunications providers, enterprises

and sovereign AI operators. The Rafay Platform enables organizations to operationalize GPU and compute infrastructure through self-service

automation, governance and multi-tenancy.

Its

capabilities span bare-metal provisioning, infrastructure lifecycle management, virtual machines, Kubernetes, GPU platform-as-a-service,

AI development environments and token-metered inference services. By simplifying orchestration and operations across this stack, Rafay

helps operators improve GPU utilization and turn raw infrastructure into secure, production-ready AI services. For more information,

visit rafay.co.

Rafay

Media Contact

Angela

Shugarts

angela@rafay.co

Rafay

Systems

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 it may, at times, use other communication

channels, including its X account (Sharon__ai) and LinkedIn account (Sharon-AI), to disseminate information about the Company. Accordingly,

investors should monitor these accounts in addition to press releases, SEC filings and public conference calls, webcasts and investor

days.

-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;

● 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.

-3-

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