SharonAI Holdings, Inc. 8-K

What Happened

• On December 19, 2025, SharonAI (through its subsidiary SharonAI Inc.) entered into a binding term sheet to sell its 100% of its 50% interest in Texas Critical Data Centers, LLC (TCDC) to New Era Energy & Digital Inc. (NUAI). The aggregate consideration is $70,000,000, to be paid in a mix of cash, equity/units and a senior secured convertible promissory note. The parties agreed to negotiate and execute definitive agreements in good faith no later than January 15, 2026. The Company issued a press release about the Term Sheet on December 23, 2025 (furnished as Exhibit 99.1).

Key Details

• Consideration breakdown: $70,000,000 total comprised of (a) $10,000,000 cash (including a $150,000 non‑refundable deposit within 14 days of Dec 19, 2025 and $9,850,000 payable upon certain events but no later than Mar 31, 2026), (b) $10,000,000 in NUAI common stock or other units (payable upon certain events but no later than Mar 31, 2026), and (c) $50,000,000 issued as a senior secured convertible promissory note due June 30, 2026 (SharonAI may convert up to 20% of the note amount into NUAI common stock based on the prior 30‑day VWAP).
• TCDC on Dec 19, 2025 also completed acquisition of ~203 acres in Ector County, Texas for $5,100,000 (bringing contiguous land holdings to include a prior 235‑acre purchase). A third party is intended to build gas‑fired power generation onsite.
• SharonAI must reimburse NUAI approximately $2,550,000 for SharonAI’s share of funds required for TCDC to purchase the Additional 203 Acres on or before Jan 9, 2026. The Term Sheet includes a 30‑day mutual no‑solicit/no‑shop period from execution.

Why It Matters

• For investors, this transaction would transfer SharonAI’s interest in a Texas data‑center joint venture that owns recently acquired land and is planned to include behind‑the‑meter natural gas power. The consideration mix (cash, equity, and a near‑term convertible note maturing June 30, 2026) affects near‑term liquidity and potential future equity dilution if conversion occurs. The deal is not final — it is governed by a binding term sheet but remains subject to definitive agreements and conditions (including SharonAI’s near‑term reimbursement obligation), with several payment milestones and a short timeline for closing.