Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-014475

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0002068385

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

Item: Entry into a Material Definitive Agreement

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): March 31, 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

1.01 Entry into a Material Definitive Agreement.

March 31, 2026, SharonAI Holdings Inc., through its wholly-owned subsidiary (together, the “Company”), entered into (i) a

Master Services Agreement (the “MSA”) and (ii) Service Order No. 1 (the “Service Order,” and together with the

MSA, the “Agreements”) with ESDS Software Solutions Limited and certain of its subsidiaries (together, the “Customer”),

pursuant to which the Company agreed to provide high-performance managed GPU compute and cloud infrastructure services to the Customer.

Pursuant

to the Agreements, the Company will deploy and operate a cluster of approximately 8,200 NVIDIA B300 GPUs together with approximately

17.80 petabytes of VAST storage and related infrastructure (the “AI Cloud Infrastructure”) at a data center in Australia.

The AI Cloud Infrastructure is to be delivered by September 16, 2026, subject to the terms of the MSA and the Service Order.

The

Service Order has an initial term of 60 months commencing on the Service Start Date (as defined in the Service Order), with a total contract

value of approximately USD $1,250,000,000. The Customer has an option to extend for an additional 24 months. Service fees are

payable monthly in advance. The Customer is required to provide security in the form of letters of credit or bank guarantees in an aggregate

amount of USD $140,000,000.

The

MSA has an initial term of seven (7) years from the Effective Date and governs the terms and conditions applicable to all service orders

entered into by the parties thereunder, including provisions relating to service levels (targeting 99.95% annual uptime), intellectual

property, data protection, confidentiality, limitation of liability, and termination. The Customer may not terminate the Service Order

for convenience during the first 36 months of the Service Order Initial Term. Termination payments apply upon early termination, as set

forth in the Agreements.

Neither

the Company nor any of its affiliates have any material relationship with the Customer, other than in respect of the Agreements.

The

foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text

of the MSA and the Service Order, copies of which will be filed with the Company’s next Quarterly Report on Form 10-Q.

Item

7.01 Regulation FD Disclosure.

April 1, 2026, the Company issued a press release announcing the execution of the Agreements described in Item 1.01 of this Current Report

on Form 8-K. 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 April 1, 2026

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: April 1, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharon

AI Announces 5 year $1.25BN AI Cloud Infrastructure Agreement

New

York, USA, 1st April 2026 - Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and

its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud,

announced a significant expansion of its AI Cloud services business, with the signing of an initial five-year, US$1.25BN

TCV AI infrastructure agreement with ESDS Software Solutions Ltd. The customer has an option to extend for an additional 2 years.

Under

the terms of the contract, Sharon AI will deploy an 8K B300 cluster within one of the company’s existing data center providers

in Australia, with revenue expected to commence in the third quarter of 2026.

James

Manning, Co-Founder and CEO, Sharon AI said “This contract is one of many we have been working on for a period of time,

and we are delighted to be delivering this GPU capacity in an Australian data center. We continue to see robust demand across

the enterprise, hyperscale, research, government and AI native sectors and with additional data center capacity confirmed we look

forward to providing additional updates on our strong customer pipeline in due course.”

-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 The Company also note 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 Compute Infrastructure. Our cloud GPU 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:

Zachary

Nevas

IMS

Investor Relations

203.972.9200

sharonai@imsinvestorrelations.com

# #

-1-

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 anticipated

listing on the Nasdaq Capital Market and completion of the Offering. 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;

●

Acceleration of the deployment of assets;

●

Acceleration of Sharon AI’s ability to engage

with additional potential customers;

●

Expansion of Sharon AI’s data center footprint;

●

The firming of Sharon AI’s ability to formally

lease additional 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 Annual Report on Form 10-K filed on March 31, 2026. 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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