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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): December 19, 2025

 

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 1.01 Entry into a Material Definitive Agreement.

 

On December 19, 2025, SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“we,” “us,” the “Company” or “SharonAI”), entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (the “Term Sheet”), setting forth the terms and conditions for SharonAI’s sale of 100% of its 50% interest in Texas Critical Data Centers LLC (“TCDC”) to New Era Energy & Digital Inc. (“NUAI”). TCDC is a joint venture between SharonAI and NUAI formed to fund, develop, and construct a data center site project with behind the meter natural gas-fired power in Ector County, Texas.

 

The Term Sheet obligates SharonAI And NUAI to negotiate and execute customary definitive agreements in good faith that incorporate the terms of the Term Sheet and contain other customary terms and conditions, as expeditiously as possible, and no later than January 15, 2026.

 

The consideration NUAI will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the occurrence of certain events, but no later than March 31, 2026; (b) $10,000,000 will be payable in common stock or other units of NUAI upon the occurrence of certain events, but no later than March 31, 2026; and (c) $50,000,000 will be payable by issuance of a senior secured convertible promissory note with a right of SharonAI to convert 20% of the amount owed into common stock of NUAI based on the prior 30-day VWAP based upon the date of the note and which matures and is due June 30, 2026.

 

The sale of the interests of TCDC are subject to the condition that SharonAI reimburse NUAI for SharonAI’s portion of the amount required to be contributed to TCDC for TCDC to purchase the Additional 203 Acres (as defined below) on or before January 9, 2026, which amount is approximately $2,550,000.

 

Both parties are prohibited from, and must ensure that their directors, shareholders, employees, professional advisers and related entities do not solicit, consider, accept or otherwise pursue and contemplate other proposals in respect of the specific transaction set forth in the Term Sheet for a period of 30 days commencing on the date of execution of the Term Sheet.

 

The description of the Term Sheet 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 2.01 Completion of Acquisition or Disposition of Assets.

 

On December 19, 2025, TCDC completed its acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “Additional 203 Acres”) pursuant to a Contract to Purchase dated November 21, 2025, between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa (“Grow Odessa”), from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000. The intent is for a third-party to build gas-fired power generation on-site.

 

Item 7.01 Regulation FD Disclosure.

 

On December 23, 2025, the Company issued a press release announcing the Term Sheet entered into with NUAI. 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. 

 

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Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
10.1   Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC
99.1   Press Release, dated December 23, 2025
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

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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.

 

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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: December 23, 2025    

 

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Exhibit 10.1

 

 

Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

 

December 19, 2025

 

BY EMAIL

 

Mr. E. Will Gray II

Chairman and Chief Executive Officer

New Era Energy & Digital Inc

4501 Santa Rosa Drive,

Midland, Texas 79707

 

Subject: Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (TCDC)

 

Sharon and NUAI (each as defined below) are entering into this binding term sheet (this “Term Sheet”) setting forth the general terms and conditions of Sharon’s sale of 100% of its 50% interest in Texas Critical Data Centers LLC to NUAI (the “Transaction”). Upon execution by the parties, this Term Sheet shall constitute a binding agreement that will serve as an interim agreement between the parties until such date as customary definitive agreements (“Transaction Documents”) are executed by the parties. The parties agree to negotiate Transaction Documents in good faith that shall incorporate the terms of this Term Sheet and contain other customary terms and conditions to be negotiated in good faith by the parties, and to execute the Transaction Documents as expeditiously as possible, and no later than 15 January 2026 (the “Signing Date”).

 

1. Sharon Details

SharonAI Inc

Suite 500

745 Fifth Avenue

New York, NY 10151

“Sharon” or “Vendor”

2. Sharon Notices

Chief Legal Officer

legal@sharonai.com

 

with a copy to:

 

Mr. James Manning

Chairman

james@sharonai.com

 

and Sharon Legal

3. Sharon Legal:

Mr. Chad Ensz

Sheppard Mullin

12275 El Camino Real, Suite 100

San Diego, CA 92130-4092, USA

censz@sheppardmullin.com

4. Purchaser:

New Era Energy & Digital Inc

4501 Santa Rosa Drive,

Midland, Texas 79707

 

(“NUAI” or “Purchaser”)

 

 

Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

5. Purchaser Notices:

E. Will Gray II

Chairman and Chief Executive Officer

will@newerainfra.ai

6. Purchaser Legal:

Katherine Terrell Frank, Partner

Vinson & Elkins

2001 Ross Avenue, Ste.3900

Dallas, Texas 75201

kfrank@velaw.com

7. Target Asset

Texas Critical Data Centres LLC

(“TCDC”)

being a 50/50 joint venture between Purchaser and Sharon Undertaking a project in Ector County, TC, undertaking an AI Factory project on 438 acres of land.

8. Transaction description

Sale of the entire interest in TCDC held by Sharon to Purchaser for a total of seventy million dollars ($70,000,000), pursuant to the proposed Transaction Documents.

9. Payment/Consideration:

The contract for sale of member interest for a aggregate consideration of $70,000,000, is stated as follows:

     
      1. Deposit:
             
      Total payment of $10,000,000 to be paid by Purchaser to Sharon in cash by wire transfer(s):
       
        i.

$150,000 to be paid within 14 days of the date of this Term Sheet as a non-refundable deposit; and

           
        ii.

$9,850,000 to be paid on the earlier of (a) Purchaser’s receipt of funds from the Purchaser’s next bona fide equity capital offering (the “S3 Round”), and (b) a date no later than 31 March 2025,

           
        iii.

And in all circumstances, the S3 must be filed with the SEC on or before January 23, 2026.

           
      2.

Equity Payment:

       
       

Total payment of $10,000,000 to be paid by Purchaser to Sharon in shares of common stock, par value $0.0001 per share of Purchaser (“Purchaser Common Stock”) equal to the terms of the S3 Round offered to new investors. If the S3 Round involves more than solely shares of Purchaser Common Stock, such as, but not limited to, shares of Purchaser Common Stock together with warrants to purchase shares of Purchaser Common Stock (such security or securities referred to herein as “Units”), then in such Units:

 

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Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

   

The number of Shares/Units will be equal to:

 

$10,000,000 divided by the price per Share/Unit sold in the S3 Round.

 

Purchaser will agree to file the S-3 Registration statement on or before January 23, 2026. The Shares/Units will be issued to Sharon upon the closing of the S3 Round, but not later than 31 March 2026

 

The Shares/Units issued to Sharon shall be issued in a registered direct offering pursuant to a registration statement and freely tradable and not subject to any lock-up or other restrictions on transfer.

 

Ownership Restriction: At no time under the terms of this Equity Payment, shall Sharon hold a position greater than 9.99% of the Purchaser.

             
      3. Senior Secured Convertible Promissory Note:
         
   

Total payment of $50,000,000 to be paid by Purchaser to Sharon by issuance of a senior secured convertible promissory note (the “Note”) with a right of Sharon to convert 20% of the note into Purchaser Common Stock, based on the prior 30-day VWAP based upon the due date of the Note.

 

The Note will be secured by all of Purchaser’s ownership and other interests in TCDC and guaranteed by TCDC and secured by all of the assets of TCDC

 

The Note shall have other terms and conditions consistent with market standard loans of this nature.

 

The Due Date for the Promissory Note shall be 30 June 2026.

  Conditions Precedent: The following items are conditions to closing the Transaction:
     
      1. TCDC 203-Acre Land Acquisition: The Purchaser agrees to fund Sharon’s portion of the 203-acre land acquisition, in the amount of $2.5 million (the “Land Funding”) so that closing can occur on or before December 19th.
       
      2. Mandatory Land Funding Reimbursement: Sharon shall reimburse Purchaser for Sharon’s portion of the Land Funding in the amount of $2.5 million on or before January 9, 2026.
         
      3. No Restrictive Covenants: Sharon shall not be required to agree to any restrictive covenant in connection with the Transaction (including, without limitation, any covenant not to compete) or any release of claims other than a release in customary form of claims arising solely in Sharon’s capacity as a member of TCDC.

 

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Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

10.

Representations and Warranties

The representations and warranties to be made by Sharon in connection with the Transaction shall be limited to representations and warranties related to authority, ownership and the ability to convey title to its ownership interest in TCDC, including, but not limited to, representations and warranties that (i) Sharon holds all right, title and interest in and to its ownership interest in TCDC, free and clear of all liens and encumbrances (other than those imposed by securities laws and the TCDC governing documents, (ii) the obligations of Sharon in connection with the Transaction have been duly authorized, if applicable, (iii) the documents to be entered into by Sharon have been duly executed by Sharon and delivered to the Purchaser and are enforceable (subject to customary limitations) against Sharon in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by Sharon in connection with the Transaction, nor the performance of Sharon’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which Sharon is a party, or any law or judgment, order or decree of any court or governmental agency that applies to Sharon.

11.

Exchange and Closing Date

The parties undertake to use best commercial endeavors to enter Transaction Documents by the Signing Date, or such other date as the parties may mutually agree.

 

Initial drafting of the Transaction Documents shall be prepared by Sharon.

         
12. Anticipated Transaction Documents: It is anticipated the Transaction Documents will include the following:
       
      1.

Membership sale agreement

         
      2.

Share subscription agreement

         
      3.

Note

         
      4. Guarantee
         
      5. Security documents (security agreement and pledge)

 

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Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

13. Exclusivity

Both parties are prohibited from and must ensure that their directors, shareholders, employees, professional advisers and related entities do not solicit, consider, accept or otherwise pursue and contemplate other proposals in respect of the specific Transaction for a period of 30 days commencing on the date of execution of this term sheet (Exclusivity Period).

 

During the Exclusivity Period, the parties will conduct due diligence on each other as they deem appropriate and each party agrees to provide such reasonable assistance to the other party to assist them with their due diligence enquiries.

 

During the Exclusivity Period the Purchaser and Sharon will jointly negotiate executable documents, working in good faith and in accordance with the terms set out in this letter. Both parties undertake to get appropriate consents and approvals required by either party prior to the end of the Exclusivity Period.
14. Break Fee

Not currently used.
15. Announcements

Neither party shall (orally or in writing) publicly disclose, issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Term Sheet or the subject matter hereof, without the prior written approval of the other party [(which shall not be unreasonably withheld, conditioned or delayed)], except if and to the extent that such party is required to make any public disclosure or filing (“Required Disclosure”) regarding the subject matter of this Term Sheet (i) by applicable law, (ii) pursuant to any rules or regulations of any securities exchange of which the securities of such party or any of its affiliates are listed or traded, or (iii) in connection with enforcing its rights under this Term Sheet. In each case pursuant to clauses (i) or (ii) of this Section 16, the party making any Required Disclosure shall consult with the other party regarding the substance of the Required Disclosure and provide the other party a reasonable opportunity (taking into account any legally mandated time constraints) to review and comment on the content of the Required Disclosure prior to its publication or filing.
16. Confidentiality

Keep Confidential

 

Subject to the terms of this Term Sheet, each party agrees to keep the terms and conditions of this Term Sheet and any other information they may obtain concerning the business or affairs of the other party or the affairs of the other party confidential and will not make any disclosure of same without the prior written consent of the other party, which will lapse at the earlier of closing of the Transaction or termination of this Term Sheet.

 

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Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

   

Permitted Disclosure

 

Nothing contained in this clause entitled “Confidentiality” will prevent the disclosure of any of the terms and conditions of this Term Sheet by any party where such disclosure:
     
      1. is of information already in the public domain;
         
      2. is made to their respective agents, officers or employees in their discretion, and to their respective legal counsel, advisors and representatives on a need to know basis;
         
      3. is required by any law of any jurisdiction or order of any court of competent jurisdiction;
         
      4. or is required pursuant to the rules or regulations of any other stock exchange or securities regulator.
17. Costs

Each party will bear its own expenses incurred in connection with this Term Sheet and negotiation and drafting of any Transaction Documents, which for clarity shall include legal, accounting, and consulting expenses.
18. Binding Terms

The provisions of this Term Sheet shall be binding obligations of the parties, enforceable in accordance with their terms. The parties shall execute Transaction Documents promptly after the date hereof.
19. Other Terms

The Transaction Documents will also contain such other terms which are customary for a sale of this nature.
20. Amendments

This Term Sheet represents the entire agreement between the parties and supersedes all prior discussions, agreements, and understandings. Any modification or variation of this Term Sheet must be in writing and signed by both parties.
21. Governing Law This Term Sheet shall be subject to Delaware Law, United States of America.

 

All figures present in the draft are in USD.

 

We look forward to working to Transaction Documents with you and your team.

 

Regards,

 

SharonAI Inc

 

/s/ James Manning

 

James Manning

Email:  james@sharonai.com

Mobile:  +61 499 400 900

 

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Sharon AI Inc

745 Fifth Avenue, Suite 500
New York, NY 10151

 

 

 

 

AGREED AND ACCEPTED

 

On behalf of New Era Energy & Digital Inc.

 

Signature:  /s/ E. Will Gray II  
Name:  E. Will Gray II  
Title:  Chairman and Chief Executive Officer  
     
Date:  December 19th, 2025  

 

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Exhibit 99.1

 

 

 

 

Sharon AI to Divest 50% Interest in

Texas Critical Data Centers LLC for US$70m

 

New York, USA – December 23, 2025 - SharonAI Holdings Inc. and its subsidiaries (“Sharon AI”), Australia’s leading Neocloud (SHAZ:OTC Markets, SHAZW:OTC Markets), today announced that it has entered into a binding term sheet (the “Term Sheet”) to sell its 50% interest in Texas Critical Data Centers LLC (“TCDC”) for US$70m.

 

TCDC is a 50/50 joint venture with New Era Energy & Digital Inc. (“New Era”) and Sharon AI’s 50% interest will be acquired by its joint venture partner, New Era.

 

The consideration New Era will pay Sharon AI will be an aggregate of US$70m and is comprised of the following:

 

● US$50m Senior Secured Convertible Promissory Note to be issued by New Era to Sharon AI, where Sharon AI has the right to convert 20% of the note into New Era common stock based on the prior 30-day VWAP based upon the due date of the Note, 30th June, 2026.

 

● US$10m in Cash to be paid by New Era to Sharon AI upon the occurrence of certain events but no later than 31st March 2026.

 

● US$10m in Equity to be paid by New Era to Sharon AI in shares of common stock of New Era, upon the occurrence of certain events but no later than March 31, 2026.

 

The sale of Sharon AI’s interest in TCDC is expected to facilitate further investment in Sharon AI’s core Neocloud operations, bringing high performance compute to market, at scale, for its research and enterprise customers. This US$70m in expected proceeds follow the recent approximately US$100m Convertible Note capital raising by Sharon AI.

 

“We are proud of the progress achieved alongside New Era in advancing the Ector County project to this stage. This transaction represents a natural inflection point for Sharon AI, allowing us to crystallise value from the project while sharpening our focus on expanding our core Neocloud platform to meet accelerating demand from research and enterprise customers”, said Wolf Schubert, CEO of Sharon AI.

 

 

# ENDS #

 

 

 

 

Contacts

 

Sharon AI Media Enquiries:

Rosalyn Christian/Zachary Nevas

IMS Investor Relations

+1 203.972.9200

sharonai@imsinvestorrelations.com

 

About SHARON AI

 

SharonAI Holdings Inc. (“SHARON AI”) and its subsidiaries, Australia’s leading 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.

 

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;

 

● Receipt and use of proceeds;

 

and

 

● The strengthening of Sharon AI’s partner network.

 

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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.

 

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