Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-043802

Filed: 2026-09-23

Period: 2026-09-23

CIK: 0002068385

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

Item: Changes in Registrant's Certifying Accountant

Item: Financial Statements and Exhibits

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0002068385

2026-09-23

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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): September 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)

(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 obligation 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

4.01 Changes in Registrant’s Certifying Accountant.

September 23, 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

No.

Description

99.1

Press Release dated September 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. 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:

Chief

Executive Officer

Date:

September 23, 2026

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Collaborates with VAST Data on the Launch

of DataEnclave, Bringing Leading AI Models to Customer Controlled Infrastructure

NEW

YORK, September 23, 2026 - SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a leading

Australian Neocloud delivering trusted AI infrastructure, today announced a collaboration with VAST Data, the AI Operating System

company, to bring VAST DataEnclave, the new confidential AI capability of the VAST DataEngine, to Sharon AI’s AI

Factory platform across Australia and Asia-Pacific.

Under

the collaboration, Sharon AI will offer VAST DataEnclave as part of its AI Factory platform, giving customers a hardware-isolated secure

runtime and cryptographic attestation service for running leading AI models onshore which is not expected to expose data or model weights.

VAST’s confidential AI capability is designed to let regulated organizations run advanced AI models onshore in Australia

and across Asia-Pacific, including in fully air-gapped environments, without those models or the underlying customer data leaving customer-controlled

infrastructure.

For

organizations in highly regulated industries, some of the highest-value AI opportunities have remained out of reach because sensitive

data cannot leave controlled environments, while model builders have been unable to distribute proprietary models into infrastructure

they do not trust. VAST DataEnclave is designed to resolve that impasse: sensitive assets are decrypted and loaded into a secure enclave

only after the runtime environment and its enforced policy have been cryptographically verified, and infrastructure operators, including

Sharon AI, cannot access customer data or model weights while they are being processed.

The

collaboration is expected to significantly expand the number of leading AI models available to Sharon AI customers for mission-critical

work where cloud-hosted services are not an option. Customers can now run leading AI models onshore while maintaining control over cost,

performance, policy management and security, addressing a longstanding barrier for banks, government agencies and other regulated organizations

across the region.

“As

a trusted AI infrastructure provider, Sharon AI exists to make secure, scalable and sovereign AI compute available to every organization

that needs it,” said James Manning, Co-founder and Chief Executive Officer of Sharon AI.

“Our

customers across Australia and Asia-Pacific need to run AI at full speed without compromising on data sovereignty, and increasingly they

also want access to frontier models that were previously only available offshore. Building on our sovereign data foundation with VAST

DataEnclave is expected to let us host those models onshore, inside attested environments where the model owner’s weights and the

customer’s data are both protected from everyone, including us. That should give our customers the flexibility to operate on their

own terms, backed by sovereignty they can demonstrate, not just declare.”

VAST

DataEnclave establishes a secure container runtime and attestation service directly within the VAST AI Operating System. Proprietary

models execute inside confidential virtual machines built on CPU-level trusted execution environments, with NVIDIA GPUs operating in

Confidential Compute mode, so guest memory, GPU memory and interconnect traffic all remain encrypted throughout processing.

Sharon

AI customers and model builders retain independent control over their respective encryption keys through Bring Your Own KMS integrations,

so customer data keys stay within the customer’s trust domain and model keys remain within the model builder’s trust domain

at all times. Deployments can run connected, through the DataEnclave attestation service built on the open CNCF Trustee stack, or fully

air-gapped, with VAST and Fortanix enabling on-premises attestation and key brokering for customers who cannot connect to external services.

Every

attestation event, key release and enclave lifecycle action is recorded in a tamper-proof, queryable audit trail, giving Sharon AI customers

visibility into what ran, where and under what verified policy, and is designed to avoid exposing the underlying data or model weights.

“The

next phase of sovereign AI requires infrastructure that both enterprises and model builders can trust without having to trust the infrastructure

operator itself,” said Sunil Chavan, Vice President, APJ at VAST Data. “Sharon AI is building exactly the kind of

regional AI infrastructure where VAST DataEnclave may be able to change what’s possible, giving customers across Australia and

Asia-Pacific access to leading AI models while allowing both sides to retain control of their most valuable intellectual property.”

The

collaboration should reinforce Sharon AI’s role as a trusted AI infrastructure partner for regulated industries, equipped to deliver

gigawatt scale AI compute securely and with sovereignty at its core, and extending its sovereign AI Factory platform to support attested,

confidential AI workloads alongside its existing security, governance and compliance capabilities.

ENDS

-1-

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 organizations

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

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

Media

media@sharonai.com

Investors

investors@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.

VAST

Media Contact

Austin

Weedfall

press@vastdata.com

VAST

Data

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.

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.

-2-

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