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): May 21, 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 1.01 Entry into a Material Definitive Agreement.

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed Mr. Andrew Penn to serve as a member of, and as the Chair of, the Board, effective upon his countersigning the Director Appointment Letter (defined below), to fill a vacancy on the Board of Directors.

Mr. Penn was elected as a Class II director and will serve on the Board until the Company’s 2027 annual meeting of stockholders at which time he will stand for election alongside the Company’s other Class II directors. The Board has appointed Mr. Penn to serve as a member of the Corporate Governance and Nominating Committee, the Compensation Committee and the Audit and Risk Management Committee.

Mr. Penn Andrew Penn is a global business and technology leader with deep experience across financial services, technology, telecommunications, and both digital and physical infrastructure. He currently serves as a Non-Executive Director of Coles Group Limited (ASX: COL) and is Chair of its Audit and Risk Committee. He is also Chair of Visit Victoria and a Senior Adviser with McKinsey & Company.

Mr. Penn previously served as Chief Executive Officer and Managing Director of Telstra Corporation Limited (ASX: TLS) from 2015 to 2022, leading one of Australia’s largest telecommunications and technology companies through major strategic, operational, and technology transformation. Prior to Telstra, he was Chief Executive Officer of AXA Asia Pacific Holdings from 2006 to 2011, overseeing a large-scale financial services business across multiple Asia-Pacific markets.

Mr. Penn has also served as Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies, reflecting significant experience in cyber risk governance and national digital resilience. In recognition of his contributions, he was appointed an Officer of the Order of Australia (AO) in the 2023 Australia Day Honours for distinguished service to business, charitable organizations, youth, and the arts.

There is no arrangement or understanding with any person pursuant to which Mr. Penn was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Penn that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Penn’s appointment to the Board, Mr. Penn entered into a Director Appointment Letter dated May 20, 2026, with the Company (the “Director Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Penn will receive: (a) an initial once-off grant of 40,000 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest in equal amounts on the first anniversary of the date of grant, on the second anniversary of the date of grant and on the third anniversary of the date of grant, (b) an annual grant of 6,944 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary of the date of grant; and (c) annual cash compensation of $165,000.

The description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 22, 2026, the Company issued a press release announcing the appointment of Andrew Penn to the Board. 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
10.1		Director Appointment Letter by and between Andrew Penn and SharonAI Holdings Inc. dated May 21, 2026
99.1		Press Release dated May 22, 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 Flahvin
	Name:	Tim Flahvin
	Title:	General Counsel

Date: May 22, 2026

Exhibit 10.1

SharonAI Holdings Inc.

745 Fifth Avenue, Suite 500
New York, NY 10151

21 May 2026

BY EMAIL

Mr. Andrew Penn

6 Burns Street

Prahran Victoria 3181

Via email: [email protected]

RE: SharonAI Holdings Inc. (“Company”)

Dear Andrew,

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, Class II Director and Chairman of the Board 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 stockholders at the applicable annual stockholders’ meeting for your class of director 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. Class II directors are next up for re-election at the 2027 annual stockholders meeting

1.2

Continuation of your service as a director is also contingent on satisfactory performance, as determined by the Corporate Governance and Nominating Committee of the Board, and any relevant statutory provisions relating to the removal of a director.

1.3

The Corporate Governance and Nominating Committee of the Board may nominate you to serve for successive term(s), in its discretion and subject to your agreement and your re-election at the applicable annual stockholders’ meetings in accordance with the Constitution. Notwithstanding any mutual expectation, you have no right to re-nomination by the Board.

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 and Risk Management Committee		Invitee
Compensation Committee		Invitee
Corporate Governance and Nominating Committee		Invitee

1.5

You agree to comply with the Company’s Code of Ethics and Business Conduct, as may be amended from time to time, which is available on the Company website.

Page 1 of 5

SharonAI Holdings Inc.

745 Fifth Avenue, Suite 500
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 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 stockholder meetings.

3.	FEES AND EXPENSES

3.1

You will be paid an annual fee for your service on the Board as Chairman and as a member of each Board Committee on which you serve of $165,000 (USD) gross (current at the date of this letter) (“Cash Compensation”).

3.2

In addition, as Chairman & a non-employee director of the Company you will be entitled to receive an annual equity grant under the Company’s Equity Incentive Plan,the amount of which will be determined each year by the Board, and the first of which will be for 6,944 Restricted Stock Units vesting monthly in equal amounts over the 12 months following the grant.

3.3

You will be granted an initial once-off grant of 40,000 of Restricted Stock Units under the Company’s Equity Incentive Plan.

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 favor.

Your once-off award will be granted at the first meeting of the Board after this letter becomes effective with 1/3 each to be vested on the 12, 24- and 36-month anniversary of your appointment as a director and Chairman.

All fees, awards, grants and other compensation are subject to periodic review and adjustment by the Compensation Committee of the Board and the full Board.

Page 2 of 5

SharonAI Holdings Inc.

745 Fifth Avenue, Suite 500
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’s Audit and Risk Management Committee.

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.

3.7

Equity Awards will be calculated by way of reference to the reference price for the most recent corporate placement (the ‘Oaktree Note’).

4.	INDEPENDENCE AND OUTSIDE INTERESTS

4.1

The Board of the Company has determined you 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 Chief Executive Officer and the Chair of the Audit and Risk Management Committee 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, you must disclose it as soon as practicable to the Chief Executive Officer and the Chair of the Audit and Risk Management Committee. Where the matter concerns you in your capacity as Chairman, such disclosure shall be made to the Chair of the Audit and Risk Management Committee, and the matter may be referred to the Board for consideration and, where appropriate, approval. 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.

Page 3 of 5

SharonAI Holdings Inc.

745 Fifth Avenue, Suite 500
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 Chair of the Audit and Risk Management Committee, 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 Chair of the Audit and Risk Management Committee.

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.

Page 4 of 5

SharonAI Holdings Inc.

745 Fifth Avenue, Suite 500
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
SharonAI Holdings Inc

Date: May 21, 2026

I confirm and agree to the terms of my appointment as a non-executive director & Chairman of the Company as set out in this letter.

/s/ Andrew Penn
Andrew Penn

Date: May 21, 2026

Page 5 of 5

Exhibit 99.1

Sharon AI Appoints Mr. Andrew Penn as Chairman of the Board of Directors

New York, USA, 22^nd May 2026 - Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud, announced the appointment of Mr. Andrew Penn AO as non-executive Chairman of the board of directors.

Mr. Penn is a global business and technology leader with deep and broad expertise across financial, technology, telecommunications, digital and physical infrastructure.

“I am excited to join the board at such a pivotal and exciting time. I look forward to leveraging my experience to help Sharon AI shape its strategic goals and expand its impact in the coming years,” said Andrew Penn.

Mr. Penn is a non executive director and Chair of the Audit and Risk Committee of the Coles Group (ASX:COL) and Chair of Visit Victoria. He is also a Senior Adviser with McKinsey & Company.

Mr. Penn was formerly the CEO of Telstra (2015-2022) (ASX:TLS), CEO oF AXA Asia Pacific Holdings (2006-2011) and Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies.

Mr. Penn was named an Officer of the Order of Australia (AO) in the 2023 Australia Day honours for distinguished services to business, charitable organisations, youth and the arts.

“We are delighted that Mr. Penn has joined the Sharon AI board of directors as Chairman as we enter our next phase of growth. His expertise across technology, telecommunications, digital and physical infrastructure, in addition to his proven track record of successfully guiding technology businesses through periods of rapid growth will add significant value to our business,” said James Manning, Co-founder and CEO at Sharon AI.

-ENDS-

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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, 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/CPU Compute Infrastructure. Our AI Cloud 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:

Ross Barrows – Head of Capital Strategy & Investor Relations

[email protected]

Zachary Nevas

IMS Investor Relations

+1 203.972.9200

[email protected]

# # #

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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 completion of the offering and the intended use of proceeds. 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;

●

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.

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 Company’s most recent Annual Report on Form 10-K 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.

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