Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-028629

Filed: 2026-06-15

Period: 2026-06-15

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): June 15, 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.

June 15, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release announcing its expanded relationship with VAST

Data to power AI factories across Australia and Asia-Pacific. 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 June 15, 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:

June 15, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Sharon

AI Expands Partnership with VAST Data to Power AI Factories Across Australia and Asia-Pacific

Sharon

AI to deploy 600PB of the VAST AI Operating System as the data foundation for its AI cloud infrastructure

New

York, USA – June 15th, 2026 – SharonAI Holdings Inc. (NASDAQ: SHAZ), a leading Australian Neocloud, and VAST

Data, the AI Operating System company, today announced an expanded strategic partnership under which Sharon AI will deploy 600PB of the

VAST AI Operating System across its AI cloud infrastructure.

The

commitment makes the VAST AI Operating System the foundational data layer for Sharon AI’s sovereign AI infrastructure, serving government,

enterprise, research, and AI-native customers across Australia and Asia-Pacific.

This

deployment represents one of the largest and most advanced sovereign AI data foundations in the Asia-Pacific region. It positions Sharon

AI at the forefront of Australia’s push to build independent, high-performance AI capability – keeping the nation’s

most sensitive workloads, intellectual property, and strategic data firmly onshore while delivering the raw power needed for next-generation

training, inference, and agentic AI systems.

Using

a proven benchmark of approximately 6PB of optimized AI storage per 1,000 GPUs for demanding large-scale workloads, the new 600PB

VAST deployment provides the scalable data backbone equivalent to supporting the data needs of ~100,000 GPUs. This is a transformative

leap that cements Sharon AI’s AI Cloud platform as one of the most substantial sovereign AI clouds in Australia and Asia-Pacific.

For

sovereign and regulated environments, control over data location, movement, and access is non-negotiable – and performance cannot

be sacrificed. The VAST AI OS was engineered precisely for this challenge. Its breakthrough DASE architecture creates a true parallel

distributed system that eliminates traditional bottlenecks. A single global namespace means every processor can reach all data instantly,

without copying or moving petabytes around. Built-in multi-tenancy delivers strong isolation, guaranteed performance SLAs, and separate

controls per customer – ideal for a cloud provider serving multiple sovereign tenants on shared infrastructure.

The

companies will continue close engineering collaboration to optimize the platform as Sharon AI’s customer workloads and AI factory

ambitions scale rapidly.

“Our

customers refuse to choose between keeping their data sovereign and running AI at full speed – they need both at the highest level,”

said James Manning, Co-Founder and CEO of Sharon AI. “Standardizing on the VAST AI Operating System at this unprecedented

600PB scale gives us exactly that: a rock-solid, high-performance foundation we can scale confidently as demand for sovereign AI across

Australia and Asia-Pacific accelerates. This is how we build Australia’s AI future – powerful, secure, and proudly local.”

“Every

breakthrough Sharon AI enables – in research, medicine, industry, or national capability – runs on data, and it only moves

as fast and safely as the foundation beneath it,” said Renen Hallak, Founder and CEO of VAST Data. “As the

data foundation for Sharon AI’s sovereign cloud, we are proud to partner with them to support Australia’s hardest and most

strategic AI ambitions. The VAST AI OS turns massive data estates into real-time intelligence assets, all while respecting sovereign

boundaries. This is the future of AI infrastructure.”

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/CPU Compute Infrastructure. Our AI Cloud 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.

About

VAST Data

VAST

Data is the AI Operating System company – powering the next generation of intelligent systems with a unified software infrastructure

stack that was purpose-built to unlock the full potential of AI. The VAST AI OS consolidates foundational data and compute services and

agentic execution into one scalable platform, enabling organizations to deploy and facilitate communication between AI agents, reason

over real-time data, and automate complex workflows at global scale. Built on VAST’s breakthrough DASE architecture – the

world’s first true parallel distributed system architecture that eliminates tradeoffs between performance, scale, simplicity, and

resilience – VAST has transformed its modern infrastructure into a global fabric for reasoning AI. Learn more at vastdata.com and

follow VAST Data on LinkedIn, YouTube and X.

Contacts

Sharon

AI Media Enquiries:

Ross

Barrows – Head of Capital Strategy & Investor Relations

Ross.barrows@sharonai.com

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 completion

of the offering and 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. 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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