8-K
SharonAI Holdings Inc. (SHAZ)
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): January 12, 2026
SHARONAI HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-287287 | 41-2349750 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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: None
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 1.01 Entry into a Material DefinitiveAgreement.
The information contained below in Item 5.02 related to the Director Appointment Letter (as defined below) is hereby incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed Mr. Alexander Andrew Kelton to serve as a member of the Board, effective as of immediately, to fill a vacancy on the Board of Directors.
Mr. Kelton was elected as a Class III director and will serve on the Board until the Company’s 2028 annual meeting of stockholders at which time he will stand for election alongside the Company’s other Class III directors. The Board has also appointed Mr. Kelton to serve as a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee.
Mr. Kelton is a global business leader and professional board director with approximately 40 years’ experience in the information and communications technology arena. He has held senior roles in the United Kingdom, Europe, India, Australasia and the United State of America. Mr. Kelton currently serves as the Non-Executive Chairman at Leading Edge Data Centres, Non-Executive Chairman of Locate Technologies (ASX:LOC) and Non-Executive Director of Superloop. Mr. Kelton previously served as Chief Executive Officer of Superloop (ASX:SLC), Non-Executive Director of Megaport (ASX:MP1), Executive Vice President of T-Mobile (NASDAQ:TMUS), Managing Director of Telstra International (ASX:TLS) and Senior Vice President of Docusign (NASDAQ:DOCU).
There is no arrangement or understanding with any person pursuant to which Mr. Kelton was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Kelton that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Kelton’s appointment to the Board, Mr. Kelton entered into a Director Appointment Letter dated January 13, 2026, with the Company (the “Director Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Kelton will receive: (a) an initial once-off grant of restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan valued at $50,000; (b) a grant of restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan valued at $450,000, comprised of annual compensation of $150,000 for the first 3 years, with $150,000 vesting after each of 12 months, 24 months and 36 months; and (c) annual cash compensation of $25,000.
The description ofthe Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, whichis filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Director Appointment Letter by and between Drew Kelton and SharonAI Holdings Inc. dated January 13, 2026 |
| 104 | Cover Page Interactive<br> Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
1
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/ Wolfgang Schubert | |
| Name: | Wolfgang Schubert | |
| Title: | Chief Executive Officer | |
| Date: January 14, 2026 |
2
Exhibit 10.1
| SharonAI Holdings Inc.<br><br> <br>745 Fifth Avenue, Suite 500<br> New York, NY 10151 |
|---|
13 January 2026
BY EMAIL
Mr. Drew Kelton
353 Edinburgh Road
Castlecrag, NSW 2068
Via email: drew.kelton@gmail.com
| RE: | SharonAI Holdings Inc. (“Company”) |
|---|
Dear Drew,
I am pleased to confirm that following consideration by the Board of Directors of the Company, (the “Board”), has approved the contents of this letter agreement for your appointment as a Non-Executive Director subject only to you confirming your acceptance of these terms and conditions.
It is understood that you will not be an employee of the Company.
| 1. | APPOINTMENT |
|---|---|
| 1.1 | Your appointment is subject to the Certificate of Incorporation and By-laws of the Company as is currently in effect and as may be modified or amended from time to time (collectively, the “Constitution”). Nothing in this letter will be taken to exclude or vary the terms of the Constitution as it applies to you as a director of the Company. Your continued service as a director is subject to your re-election by the Company’s shareholders at the annual stockholders’ meeting and to re-election at any subsequent annual stockholders’ meeting at which either the Constitution requires, or the Board resolves, that you stand for re-election. |
| --- | --- |
| 1.2 | Continuation of your service as a director is also contingent on satisfactory performance, as determined by the Nomination and Governance Committee of the Board, and any relevant statutory provisions relating to the removal of a director. |
| --- | --- |
| 1.3 | The<br>Nomination and Governance Committee of the Board may nominate you to serve for successive term(s), in its discretion and subject to your<br>agreement and your re-election at the annual stockholders’ meetings in accordance with the Constitution. Notwithstanding any mutual<br>expectation, you have no right to re-nomination by the Board, either annually or after any period of time. |
| --- | --- |
| 1.4 | You may be appointed to serve on one or more committees of the Board. Your appointments are or will be as follows (until the committees or the Board decide otherwise): |
| Audit Committee | Invitee |
| --- | --- |
| Compensation Committee | Invitee |
| Nomination and Governance Committee | Invitee |
| 1.5 | You agree to comply with the Code of Ethics, as may be amended from time to time, which is available on the Company website. |
| --- | --- |
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| SharonAI Holdings Inc.<br><br> <br>745 Fifth Avenue, Suite 500<br> New York, NY 10151 | |
|---|---|
| 1.6 | The Board may request that you resign from your role as a member of the Board, and you agree to resign, if you: |
| --- | --- |
| (a) | commit a material breach of your obligations under this letter; |
| --- | --- |
| (b) | commit any serious or repeated breach or non-observance of your obligations to the Company (which include an obligation not to breach your duties to the Company, whether statutory, fiduciary or common law); |
| --- | --- |
| (c) | are guilty of any fraud or dishonesty or have acted in a manner which, in the opinion of the Company acting reasonably, brings or is likely to bring you or the Company into disrepute or is materially adverse to the interests of the Company; |
| --- | --- |
| (d) | are convicted of any criminal offence that results in a material penalty or imprisonment; |
| --- | --- |
| (e) | are restricted or disqualified from acting as a director of any company; |
| --- | --- |
| (f) | have been absent for more than six consecutive months without permission of the Board from meetings of the directors held during that period and your alternate director (if any) will not have attended any such meeting in your place during such period and all of your co-directors pass a resolution that by reason of such absence you have vacated your office; |
| --- | --- |
| (g) | are required in writing (whether in electronic form or otherwise) by all your co-directors to resign; or |
| --- | --- |
| (h) | have not complied with the Company’s policies or any material applicable laws. |
| --- | --- |
| 2. | TIME COMMITMENT |
| --- | --- |
| 2.1 | You will be expected to spend a sufficient amount of time as may be necessary to adequately prepare for and attend any meetings of the Board and its committees as may be called from time to time. You will be expected to devote such time as is necessary for the proper performance of your duties. |
| --- | --- |
| 2.2 | The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee, or shareholder meetings. |
| --- | --- |
| 3. | FEES AND EXPENSES |
| --- | --- |
| 3.1 | You will be paid an annual fee of $25,000 (USD) gross (current at the date of this letter) (“Cash Compensation”). |
| --- | --- |
| 3.2 | In addition, non-employee directors of the Company are entitled to receive an annual equity grant of either of $150,000 (USD) of restricted stock units under the Company’s Equity Incentive Plan.<br><br> <br><br><br> <br>In either event, you will be award 3 years of equity grants upon appointment, with 1/3 each to be vested on the 12-, 24- and 36-month anniversary of your ongoing position as a director. In the event you depart the board prior to the full 3-year term, and subject to the terms of the plan, a pro-rate amount shall be vested in your favour. |
| --- | --- |
| 3.3 | An initial once-off grant of $50,000 (USD) of restricted stock units under the Compnay’s Equity Incentive Plan. |
| --- | --- |
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| SharonAI Holdings Inc.<br><br> <br>745 Fifth Avenue, Suite 500<br> New York, NY 10151 | |
|---|---|
| 3.4 | Fees will be subject to periodic review by the compensation committee of the Board. |
| --- | --- |
| 3.5 | The Company will reimburse you for all reasonable and properly-documented expenses you incur in performing the duties of your office. The procedure and other guidance in respect of expense claims is set out in the Company’s guide relating to expense claims from time to time or, if no such guide is in place, as agreed with the Chairman of the Board. |
| --- | --- |
| 3.6 | Unless otherwise agreed between you and the compensation committee of the Board, on termination of your services as a director you will only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date. |
| --- | --- |
| 4. | INDEPENDENCE AND OUTSIDE INTERESTS |
| --- | --- |
| 4.1 | The Board of the Company has determined you not to be independent, taking account of the guidance contained in Nasdaq Rule 5605 and IM-5605, and taking into account exemptions thereto at Nasdaq Rule 5615.^5^ |
| --- | --- |
| 4.2 | Notwithstanding the foregoing, you acknowledge the importance of avoiding conflicts of interest and the appearance of conflicts of interest. Accordingly, you have disclosed all present or currently existing conflicts and agree to disclose to the Company any future commitments, whether such commitments create potential or actual conflicts of interest or the appearance of any conflicts. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to the Chairman as soon as they become apparent, and the agreement of the Board may have to be sought. You should immediately recuse yourself from decision making on any matter on which there is a conflict. |
| --- | --- |
| 4.3 | You represent to the Company that the performance of your duties as a director of the Company do not and will not violate any agreement or obligation, whether written or not, that you may have with or to any person. |
| --- | --- |
| 5. | CONFIDENTIALITY |
| --- | --- |
| 5.1 | You acknowledge that as a director you will have fiduciary duties to the Company, which include, but are not limited to keeping all information acquired during your appointment confidential and not be releasing, communicating, or disclosing it either during your service or after you stop serving at a director, to third parties without my prior clearance. |
| --- | --- |
| 5.2 | You acknowledge the need to hold and retain Company information (in whatever format you may receive it) under appropriately secure conditions. |
| --- | --- |
| 5.3 | You will notify the Company promptly if you are subpoenaed or otherwise served with legal process in any manner involving the Company. |
| --- | --- |
| 5.4 | In the event of any claim or litigation against the Company, or any officer, employee, or director of the Company, based upon any alleged conduct, acts or omissions, you will cooperate with the Company and provide to the Company such information and documents in your possession or control as are necessary and reasonably requested by the Company or its counsel. |
| --- | --- |
| 5.5 | Nothing in this paragraph will prevent you from disclosing information which you are entitled or required to disclose under any statutory provision, provided that the disclosure is made in accordance with the provisions of such statutory provision. |
| --- | --- |
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| SharonAI Holdings Inc.<br><br> <br>745 Fifth Avenue, Suite 500<br> New York, NY 10151 | |
|---|---|
| 6. | DEALING IN THE COMPANY’S SHARES, FILINGS |
| --- | --- |
| 6.1 | You agree to comply with the insider trading policy, as may be amended from time to time, which is available on the Company website. |
| --- | --- |
| 6.2 | You agree to give prior notice to the Company of any trades you intend to make in the Company’s stock, and the assist the Company with any necessary filings. |
| --- | --- |
| 7. | REVIEW PROCESS |
| --- | --- |
The performance of individual directors and the whole Board and its committees is evaluated annually.
| 8. | INDEPENDENT PROFESSIONAL ADVICE |
|---|
Circumstances may occur when, in the execution of your duties as a director, it will be appropriate for you to seek advice from independent advisers at the Company’s expense. With the approval of the Chairman, the Company will reimburse the reasonable cost of expenditure incurred by you in such circumstances in accordance with any policy in effect from time to time.
Copies of this advice would normally be expected to be made available to, and for the benefit of all Board members, unless otherwise agreed by the Chairman.
All directors have direct access to the General Counsel / Corporate Secretary for advice and assistance where appropriate. If you wish to contact a member of the Company’s management, the Corporate Secretary is available to facilitate that meeting for you.
| 9. | CHANGES TO PERSONAL DETAILS |
|---|
You will advise the Corporate Secretary promptly of any change in address or other personal contact details.
| 10. | RETURN OF PROPERTY |
|---|
Upon termination of your service as a director of the Company (for whatever cause), you will deliver to the Company or destroy, at the Company’s discretion, all documents, records, papers, or other Company property which may be in your possession or under your control, and which relate in any way to the Company’s business affairs, and you will not retain any copies thereof.
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| SharonAI Holdings Inc.<br><br> <br>745 Fifth Avenue, Suite 500<br> New York, NY 10151 |
|---|
If you are agreeable to accepting your appointment on the foregoing terms and conditions, I would ask you to sign and return one copy of this letter to me.
| Yours sincerely, |
|---|
| /s/ James Manning |
| Chairman of the Board<br><br> <br>SharonAI Holdings Inc |
I confirm and agree to the terms of my appointment as a non-executive director of the Company as set out in this letter.
| /s/ Drew Kelton |
|---|
| Drew Kelton |
| Date: 1/13/2026 3:30 PM PST |
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