Sharon AI (NASDAQ: SHAZ) details IPO cash, JV sale and data center expansion

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SharonAI Holdings Inc. filed an 8-K to furnish a press release and presentation reviewing its 2025 fiscal year and early 2026 developments. The company highlights its Nasdaq IPO in February 2026 raising US$125 million and a December 2025 convertible note of about US$100 million that strengthened its balance sheet.

Operationally, Sharon AI expanded expected data center capacity from roughly 50MW to 70MW, completed the sale of a 50% interest in the Texas Critical Data Centers joint venture for US$70 million, and secured up to a US$500 million debt facility. It also deepened partnerships with NVIDIA, NEXTDC, Cisco, Digital Alpha, and World Wide Technology, while adding new board members and transitioning co-founder James Manning into the CEO role, positioning the business for anticipated growth in 2026 and beyond.

Insights

Sharon AI details substantial recent financings and capacity growth that frame its 2026 expansion plan.

The disclosure outlines how SharonAI funded its growth platform: a Nasdaq IPO raising US$125m, a US$100m convertible note, a US$70m joint-venture stake sale, and access to a debt facility of up to US$500m. Together these moves increase financial flexibility for data center and GPU investments.

On the operations side, expected data center capacity rose from about 50MW to 70MW, while partnerships with NVIDIA, Cisco, NEXTDC, Digital Alpha and World Wide Technology support go-to-market and infrastructure sourcing. Leadership and board changes, including James Manning becoming CEO, could influence execution, but the filing itself provides limited quantitative performance data, so the overall update is best viewed as strategically important yet informational.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Nasdaq IPO proceeds: US$125m Convertible note financing: US$100m TCDC JV stake sale: US$70m +4 more

7 metrics

Nasdaq IPO proceeds US$125m Raised in February 2026 IPO

Convertible note financing US$100m Approximate amount raised in December 2025

TCDC JV stake sale US$70m Sale of 50% holding in Texas Critical Data Centers

Debt facility Up to US$500m Debt facility secured in Q1 2026

Revenue share facility Up to US$200m Digital Alpha revenue share facility

Initial data center capacity 50MW Earlier expected capacity before expansion

Expanded data center capacity 70MW Revised expected capacity, about 40% higher

Key Terms

Regulation FD, Convertible Note, NVIDIA Cloud Partner, data center capacity, +2 more

6 terms

Regulation FD regulatory

"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."

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

Convertible Note financial

"raising approximately US$100m via a Convertible Note in December 2025"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

NVIDIA Cloud Partner technical

"after becoming a certified NVIDIA Cloud Partner (“NCP”) in December 2024"

A NVIDIA Cloud Partner is a cloud computing company or service provider that integrates NVIDIA’s processors and software into its online computing offerings, so customers can rent powerful graphics and AI-capable hardware over the internet instead of buying it. For investors, such partnerships signal wider distribution and commercial validation of NVIDIA’s technology, potentially expanding revenue channels and accelerating adoption of high-margin cloud services much like a brand getting shelf space in major stores.

data center capacity technical

"securing up to 50MWs of data center capacity"

Data center capacity is the amount of physical space, power, cooling and network bandwidth available to house and run servers and other equipment that store and process digital information. For investors, it matters because greater capacity lets a company serve more customers and grow revenue like adding more parking spots lets a store serve more shoppers, while limited capacity can constrain growth, increase costs, or raise the risk of service disruptions.

forward-looking statements regulatory

"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

03/31/2026 - 07:01 PM

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

of 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 ☒

If 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.

On March 31, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release discussing its 2025 fiscal year in review, and also certain key events subsequent to December 31, 2025. The Company has also prepared a Presentation Deck dated March 2026, that will be used in discussing the Company’s business with interested parties. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the presentation is attached hereto as Exhibit 99.2 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 and 99.2 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 descriptions of the press release and presentation are only summaries and are qualified in their entirety by reference to the full text of such documents, which are filed as exhibits to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated March 31, 2026
99.2		Presentation dated March 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are 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.

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: March 31, 2026

Exhibit 99.1

Sharon AI Reports CY25 Results

Foundation Built for Acceleration in 2026 and Beyond

New York, USA, 31^st March 2026 - Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud, announced the release of its financial results for the fourth quarter and fiscal year ended 31 December 2025.

The fiscal 2025 financial results reflect the Company’s full year operations after becoming a certified NVIDIA Cloud Partner (“NCP”) in December 2024. As a result, 2025 was a year that saw the foundations built upon which Sharon AI intends to accelerate its growth, at scale, into 2026 and beyond.

Key activities in 2025 included:

●	Nasdaq IPO: Preparation for the Company’s Nasdaq IPO which took place in February 2026, raising US$125m
●	Balance Sheet Strengthened by US$100M: Increased balance sheet strength by raising approximately US$100m via a Convertible Note in December 2025
●	Data center capacity increased: Strengthening the Company’s relationship with NEXTDC which resulted in Sharon AI securing up to 50MWs of data center capacity
●	Cisco Strategic Enterprise Partnership: Joint sales go-to-market activities established ahead of official launch in Q1 2026
●	Board Expansion: Appointed Drew Kelton and Peter Woodward to the Sharon AI Board of Directors
●	Digital Alpha investment; Digital Alpha Advisers LLC strategic investment and partnership, including participation in December 2025 convertible note and up to US$200m revenue share facility

Key Events Q1 2026;

●	Listed on the Nasdaq Capital Market in February 2026
●	Key customer win – Canva
●	Expanded expected data center capacity from 50MWs to 70MWs
●	Completion of the sale of 50% holding in Texas Critical Data Centers (TCDC) joint venture for US$70M with that recycled capital expected to accelerate the growth of the company’s core Australian GPU Cloud business
●	Sharon AI and Cisco launch Australia’s First Secure AI Factory
●	Secured up to US$500m debt facility from USD.AI
●	Key customer win - US-based AI-native inference cloud provider
●	Sharon AI Co-Founder & Chairman Mr. James Manning becomes Chief Executive Officer
●	Strategic Partnership with World Wide Technology for Large Scale, High-Performance AI Infrastructure Engineering & Supply Chain Solutions
●	Benjamin Adams added to the Board of Directors

-1-

James Manning, Co-Founder and CEO, Sharon AI said “2025 was a highly successful year for Sharon AI, where we laid solid foundations for anticipated growth in 2026 and beyond. Customer demand across the AI native, research, government enterprise and hyperscale cohorts has continued to accelerate into early 2026. We are focused on increasing our data center capacity to meet this demand. I would like to thank all of our employees, shareholders, partners and stakeholders for their support in 2025, we look forward to a very exciting 2026 and beyond.”

Business Outlook

2026 is expected to be a defining year for the Company as it works closely with its key strategic partner network to execute on its material growth strategy, bringing high-performance compute to Australian and Asia-Pacific customers alike. The recent expansion of expected data centre capacity from approximately 50MWs to approximately 70MWs is a ~40% increase in power visibility, allowing Sharon AI to provide certainty for customers and their subsequent AI and HPC compute deployments.

-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

+1 203.972.9200

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 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.

In 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 Registration Statement on Form S-1 declared effective by the SEC on February 17, 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.

-3-

Exhibit 99.2

Source: View Original Filing on SEC EDGAR

FAQ

What did SharonAI Holdings (SHAZ) highlight about its 2025 performance?

SharonAI described 2025 as a year of building foundations after becoming an NVIDIA Cloud Partner. It focused on strengthening its balance sheet, preparing for a Nasdaq IPO, expanding data center capacity, and signing strategic partnerships to support future AI and high-performance computing growth.

How much capital did SharonAI Holdings (SHAZ) raise around its IPO period?

SharonAI reports that it raised about US$125 million through its Nasdaq IPO in February 2026. In December 2025, it also raised approximately US$100 million via a convertible note, further reinforcing its balance sheet for infrastructure expansion and strategic initiatives.

How is SharonAI (SHAZ) expanding its data center capacity for AI workloads?

SharonAI increased expected data center capacity from roughly 50MW to about 70MW, which it describes as around a 40% increase in power visibility. This additional capacity is intended to support growing AI and high-performance computing demand from Australian and Asia-Pacific customers.

What major transactions did SharonAI (SHAZ) complete in early 2026?

In early 2026, SharonAI listed on the Nasdaq Capital Market, won new customers including Canva, and completed the sale of its 50% holding in the Texas Critical Data Centers joint venture for US$70 million, with proceeds expected to support its core Australian GPU cloud business.

What financing facilities does SharonAI (SHAZ) mention in this update?

SharonAI notes several financing sources: a US$100 million convertible note, participation and a revenue share facility of up to US$200 million from Digital Alpha, and a debt facility of up to US$500 million, all intended to support accelerated infrastructure deployment and growth.

What leadership and governance changes occurred at SharonAI (SHAZ)?

SharonAI states that co-founder and chairman James Manning became chief executive officer. It also expanded its board by appointing Drew Kelton, Peter Woodward, and later Benjamin Adams, aiming to strengthen governance and oversight as the company scales its AI cloud operations.

Filing Exhibits & Attachments

35 documents

Sharon AI (NASDAQ: SHAZ) details IPO cash, JV sale and data center expansion

Rhea-AI Filing Summary

Positive

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