Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-028370

Filed: 2026-06-12

Period: 2026-06-12

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 12, 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 12, 2026, SharonAI Holdings Inc. (the “Company,” “we,” “us” or “our”) issued

a press release announcing a six-year strategic compute collaboration with NVIDIA Corporation (“NVIDIA”) pursuant to a Master

Cloud Services Agreement and Order Form 1 dated June 8, 2026 (the “NVIDIA Agreement”), which has a contract value

of up to $4.88 billion. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The

Company’s ability to realize the anticipated benefits of the NVIDIA Agreement depends on its successful and timely procurement,

delivery, installation, testing and acceptance of large-scale GPU cluster infrastructure and its ongoing ability to meet operational

requirements, including minimum infrastructure availability performance thresholds and repair timelines. The GPU cluster infrastructure

for the NVIDIA Agreement is required to be delivered and accepted in multiple phases and all phases are required to terminate on the

same date regardless of when delivered and accepted. Failures in any of these areas could result in reduced revenue, increased costs,

contractual remedies (including termination in certain circumstances) and reputational harm. In addition, the arrangements contemplate

that certain capacity reserved for NVIDIA may be sold to third parties and include revenue share, reporting and audit mechanics that

may increase administrative burden, create disputes and make revenues and cash flows less predictable. The relationship is also subject

to export controls, permitting and other regulatory requirements, and cybersecurity and data protection risks. The NVIDIA Agreement may

be terminated by either party upon a material breach, which includes, among other things, frequent instances of GPU cluster unavailability,

or upon certain events of insolvency or material adverse changes in financial condition. While the Company will be entitled an opportunity

to cure certain material breaches (not all) within the applicable grace period, any events giving rise to a material breach may be out

of the Company’s control, and the Company may not be able to cure any material breach to the satisfaction of NVIDIA. The NVIDIA

Agreement also contains customary provisions regarding representations and warranties, indemnification, and limitations on liabilities.

In addition to the NVIDIA Agreement, NVIDIA supplies the Company with NVIDIA GPUs.

addition, the Company will need to secure financing (which may be in the form of debt and/or equity) including secured or asset-backed

options in connection with the NVIDIA Agreement or other customer engagements, or other financing related to such engagements to deliver

such deployments to meet customer demand. Although the Company has entered into, and expects to continue to pursue, longer-term customer

arrangements, including multi-year agreements that may involve significant capital expenditures, technical requirements, service level

commitments and capacity reservations, the Company has limited experience in delivering, implementing and managing such contracts at

scale. These arrangements will require substantial upfront capital expenditures, long-term infrastructure commitments and ongoing operational

support, and may expose the Company to performance obligations, service credits, penalties, termination rights, pricing adjustments and

other contractual liabilities. Longer-term contracts also require the Company to forecast customer demand, utilization levels, costs

and technological developments over extended periods, and our assumptions may prove inaccurate. Although NVIDIA computing and the

CUDA software stack are widely adopted and continuously refreshed over their life cycle, and the underlying infrastructure is designed

for a long economic life, our long-term plans depend in part on the continued strength and evolution of these NVIDIA platforms and on

our ability to capitalize on them. Furthermore, the NVIDIA Agreement imposes near-term delivery requirements on a compressed timeline.

The Company’s limited experience with arrangements of this nature may make it more difficult to evaluate the risks and costs associated

with any such expansion, and the terms on which any expansion occurs may be less favorable than those under our existing arrangements.

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.

-2-

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press

Release dated June 12, 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.

-3-

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:

June 12, 2026

-4-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Announces Six Year Strategic Compute Collaboration with NVIDIA

NVIDIA and Sharon AI to deploy 72MW AI factory

and up to 40,000 Grace Blackwell GB300 GPUs in Australia

New

York, USA, June 12th, 2026 – Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) (“Sharon AI” or “the

Company”), a leading Australian AI Cloud, announced the signing of a six-year AI infrastructure compute collaboration with

NVIDIA (NASDAQ: NVDA).

Under the terms of the agreement, NVIDIA and Sharon

AI are collaborating to enable 72 megawatts (MW) of new data center capacity in Australia. The companies will deploy NVIDIA’s

DSX AI factory design, scaling up to 40,000 Grace Blackwell GB300 GPU’s to serve growing demand from AI startups,

enterprise and university researchers.

The collaboration is structured so that Sharon

AI can commit to large-scale NVIDIA infrastructure while aligning economics through a revenue-sharing and credit-support model. Sharon

AI will sell NVIDIA-powered cloud services, and NVIDIA will earn both standard product revenue and a share of the cloud revenue on the

supported capacity. This structure accelerates adoption of NVIDIA platforms among customers that historically lacked access to capital-intensive

AI infrastructure, while giving Sharon AI a capital-efficient path to scale and providing NVIDIA with a recurring, usage-linked earnings

stream.

“This

strategic compute collaboration with NVIDIA marks a pivotal moment in Sharon AI’s mission to deliver sovereign, large-scale AI

compute infrastructure. Securing access to 72MW of data center capacity enables us to deploy up to an

additional 40,000 Grace Blackwell GB300 GPUs, providing access to accelerated compute to enterprise, startup and AI native customers

who otherwise may not have been able to access it.”

said

James Manning, Co-Founder and Chief Executive Officer, at Sharon AI

The

compute collaboration expands upon Sharon AI’s established position as a certified NVIDIA Cloud Partner and its existing infrastructure

footprint within Australian data centers. It reinforces Sharon AI’s role as a key enabler of DSX AI factories and sovereign AI

solutions for AI startups, enterprise, government, research, and hyperscale customers.

Following this agreement, Sharon AI’s total

AI factory capacity has to 132MW, of which 102MW is now contracted to end customers. The company expects to have

more than 55,000 total NVIDIA GPUs deployed by mid 2027.

-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 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.

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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