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 22, 2026

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

333-287287

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: 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 7.01 Regulation FD Disclosure.

On January 22, 2026, SharonAI issued a press release announcing its securing up to U.S. $500 million in debt facility from USD.AI to support GPU-Backed AI Infrastructure expansion in Australia and Asia-Pacific. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated January 22, 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 or any exhibit to this report 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, which include, without limitation, the possibility of the Company’s need and ability to raise additional capital, changes in business plans, service or product offerings, use of proceeds, the Company’s acceleration or expansion of relationships and partnerships and/or deployment of assets, and further or new regulation of the Company’s business. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Registration Statement on Form S-4 filed with the SEC on October 21, 2025, as amended, and in other filings that the Company has made and may make with the SEC in the future. 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/ Tim Broadfoot
	Name:	Tim Broadfoot
	Title:	Chief Financial Officer

Date: January 22, 2026

Exhibit 99.1

Sharon AI Secures up to US$500M Debt Facility from USD.AI to Support GPU-Backed AI Infrastructure Expansion in Australia and Asia-Pacific

New York, USA – 22^nd January, 2026. SharonAI Holdings Inc. and its subsidiaries (“Sharon AI”), a leading Australian Neocloud (SHAZ: OTC Markets, SHAZW: OTC Markets), announced USD.AI has approved a debt facility of up to US$500 million for Sharon AI, an Australian AI infrastructure provider building secure, large-scale compute for advanced AI workloads.

The facility enables Sharon AI to access asset-backed, non-recourse financing through USD.AI’s on-chain credit system, which is expected to allow approved GPU deployments to be financed with stablecoin liquidity. The structure is designed to support capital-efficient expansion of AI infrastructure while reducing reliance on traditional bank and private credit markets.

Sharon AI is expected to begin drawing on the facility as early as 1QCY26 to fund US$65 million in initial GPU deployments. The facility allows additional capacity to be financed over time as new infrastructure is validated and brought into operation.

The company recently completed a US$100 million Convertible Note capital raising to accelerate deployments of high-performance compute workloads in Australia and Asia-Pacific. Sharon AI’s infrastructure strategy focuses on delivering secure, high-performance compute optimized for AI training and inference at scale.

The Sharon AI financing facility builds on a growing set of GPU-backed financing facilities enabled by USD.AI, including previously approved guidance facilities with QumulusAI and Quantum Solutions. Collectively, USD.AI has now approved more than US$1.2 billion in guidance and non-recourse facilities for AI infrastructure operators across multiple geographies.

Conor Moore, Co-Founder and COO of Permian Labs, the developer of the USD.AI Protocol, said: “Sharon AI is precisely the type of partner USD.AI was built for – well capitalized with operational expertise and public market discipline, but unwilling to let growth be constrained by slower-moving, legacy financial rails. Their speed to adopt new financial infrastructure allows them to scale quickly to establish a dominant presence in Australia and Asia-Pacific.”

USD.AI’s financing model isolates risk at the infrastructure level by securing credit solely against verified GPU assets rather than corporate balance sheets. Approved deployments are independently validated and converted into standardized on-chain collateral, creating a transparent basis for credit issuance and ongoing monitoring.

This approach allows AI infrastructure operators to scale capacity without dilution while providing capital providers with direct exposure to income-producing compute assets. By anchoring credit to real-world GPUs, USD.AI establishes a clear linkage between deployed infrastructure and on-chain liquidity.

As demand for AI compute continues to accelerate globally, USD.AI is expanding its GPU-backed credit framework as a foundational financing mechanism for next-generation infrastructure. The protocol is designed to support repeatable, institutional-grade deployment of capital into AI compute, aligning blockchain-native settlement with long-duration, real-world assets.

Sharon AI Co-Founder and Chairman, James Manning, said “We are excited to have partnered with such an innovative financier in USD.AI. Their approach to GPU financing is market leading, and we look forward to further deployments with them as we accelerate our compute infrastructure to service hyperscale, research, enterprise and government customers in Australia and Asia-Pacific.”

# ENDS #

Contacts

Sharon AI Media Enquiries:

Rosalyn Christian/Zachary Nevas

IMS Investor Relations

+1 203.972.9200

[email protected]

About SHARON AI

SharonAI Holdings Inc. (“Sharon AI”) and its subsidiaries (SHAZ:OTC Markets, SHAZW:OTC Markets), 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.

About USD.AI

USD.AI is the world’s first blockchain-native credit market for GPU-backed infrastructure. The protocol turns AI hardware into tokenized collateral, unlocking financing markets with deep liquidity, attractive cost of capital and instant settlement for AI operators who require capital to scale. Through its dual-token model, USDai (a stablecoin with deep liquidity) and sUSDai (its yield-bearing counterpart), USD.AI creates new liquidity pathways for operators while offering investors scalable, real-world yields. Developed by Permian Labs, USD.AI combines DeFi principles with institutional-grade credit standards to accelerate the financing of AI infrastructure worldwide.

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;

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Use of proceeds;

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Acceleration of the deployment of assets;

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Acceleration of Sharon AI’s ability to engage with additional potential customers;

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Expansion of Sharon AI’s data center footprint

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The firming of Sharon AI’s ability to formally lease additional capacity; and

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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-4 filed with the SEC on October 21, 2025, as amended. 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.