Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-034324

Filed: 2026-07-23

Period: 2026-07-23

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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2026-07-23

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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): July 23, 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 23, 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 July 23, 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. 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:

July 23, 2026

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Appoints Melissa Anastasiou as Chief Legal Officer

NEW

YORK, July 23rd, 2026 – Sharon AI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the

Company”), a leading Australian Neocloud, today announced the appointment of Melissa Anastasiou as Chief Legal Officer (CLO).

This

appointment further strengthens Sharon AI’s executive leadership team as it continues to scale its AI Cloud platform and sovereign

AI infrastructure.

Melissa

brings more than two decades of experience across legal, finance and governance. Her appointment bolsters the leadership, risk oversight

and enterprise readiness required to support disciplined execution of the Company’s long-term growth strategy.

Melissa

joins Sharon AI following more than 16 years at Spark New Zealand, where she served as Executive Group General Counsel and Commercial

Director. During her tenure, she advised the Board and Executive Leadership Team on corporate governance, mergers and acquisitions, regulatory,

privacy and cyber matters together with digital transformation. She also chaired Spark’s AI & Data Ethics Committee, leading

the development of enterprise AI governance and responsible data frameworks.

Chief Legal Officer, Melissa will lead Sharon AI’s legal, governance and compliance functions, with a focus on regulatory discipline,

responsible AI practices and risk management as the business scales.

James

Manning, Chief Executive Officer and Co-founder of Sharon AI, said:

“Melissa

is an exceptional leader with deep experience supporting one of Australasia’s largest and most complex technology organisations.

Her appointment reflects our commitment to building a leadership team capable of supporting customers, partners and investors as AI becomes

critical national infrastructure.”

“As

demand for sovereign AI infrastructure continues to accelerate, organisations expect world-class governance and operational excellence.

Melissa significantly strengthens our ability to meet those expectations and position Sharon AI for its next phase of growth.”

Melissa

Anastasiou, Chief Legal Officer at Sharon AI, said:

“Artificial

intelligence is transforming every industry, creating significant opportunities alongside new legal and governance requirements. My focus

will be on building the legal and governance foundations that will support responsible execution and long-term growth.”

The

appointment is part of Sharon AI’s investment in building one of the region’s leading AI infrastructure teams. As the Company

expands its AI cloud platform and sovereign AI capabilities, Sharon AI is attracting experienced executives from some of Australia and

New Zealand’s most respected technology organisations, creating high-value local jobs while building deep expertise across finance,

legal and AI infrastructure.

This

investment in local leadership and technical talent is intended to support Sharon AI’s ability to serve a sophisticated customer

base across Australia and internationally, while maintaining the governance and security standards expected of critical AI infrastructure.

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 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.

About

Sharon AI

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.

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.

Contacts

Media

Enquiries:

media@sharonai.com

Investor

Enquiries:

investors@sharonai.com

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