SharonAI Holdings, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On January 16, 2026, SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“we,” “us,” the “Company” or “SharonAI”), entered into a Membership Interest Purchase Agreement (“Purchase Agreement”) for, and closed the sale of, SharonAI’s sale of 100% of its 50% interest (“Membership Interests”) in Texas Critical Data Centers LLC (“TCDC”) to New Era Energy & Digital Inc. (“NUAI”). The Purchase Agreement, and the documents entered into in connection with the Purchase Agreement, are the definitive agreements contemplated by the Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC entered into by SharonAI and NUAI on December 19, 2025, as previously reported in the Company’s Current Report on Form 8-K filed on December 19, 2026. 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 consideration NUAI will pay SharonAI for the Membership Interests will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 paid in December of 2025 as non-refundable deposit, 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 (“Secured Note”). The Secured Note matures and is due June 30, 2026. It provides for an interest rate of 10% per annum (payable at maturity) and the right of SharonAI to convert up to $10,000,000 into common stock of NUAI at a conversion price equal to the 30-day VWAP of NUAI common stock prior to conversion, provided that such conversion price will not be less than 20% of the Nasdaq Official Closing Price. The Secured Note contains customary events of default and affirmative and negative covenants of NUAI. In connection with the Purchase Agreement and the Secured Note, TCDC and SharonAI have entered into a Guaranty dated January 16, 2026 (“Guaranty”), pursuant to which TCDC has guaranteed the obligations of NUAI under the Secured Note. The obligations under the Secured Note and the Guaranty are secured by the Security and Pledge Agreement dated January 16, 2026, entered into between SharonAI, NUAI and TCDC (the “Security Agreement”), pursuant to which NUAI pledged all of the membership interests of TCDC to SharonAI, and TCDC granted a security interest in substantially all of its assets to SharonAI, and also by the Deed of Trust and Security Agreement dated January 16, 2026, entered into between SharonAI and TCDC (the “Deed of Trust”), pursuant to which TCDC has conveyed certain real estate in trust to secure the obligations under the Secured Note. The descriptions of the Purchase Agreement, Secured Note, Guaranty, Security Agreement and Deed of Trust are only a summary and are 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 January 16, 2026, SharonAI completed the disposition of the Membership Interests of TCDC. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.

Item 7.01 Regulation FD Disclosure. On January 18, 2026, SharonAI issued a press release announcing the Purchase Agreement entered into with NUAI and the sale of the Membership Interests. 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.