SharonAI Holdings, Inc. 8-K

What Happened

• SharonAI Holdings (SharonAI) reported it closed the sale on January 16, 2026 of 100% of its 50% membership interest in Texas Critical Data Centers LLC (TCDC) to New Era Energy & Digital Inc. (NUAI) under a Membership Interest Purchase Agreement. The total purchase price is $70,000,000 consisting of cash, equity, and a senior secured convertible promissory note. TCDC was the joint venture formed to develop a data center project in Ector County, Texas. SharonAI issued a press release on January 18, 2026 announcing the transaction.

Key Details

• Total consideration: $70,000,000.
• Cash component: $10,000,000 (including a $150,000 non‑refundable deposit paid in Dec 2025; $9,850,000 payable upon certain events but no later than March 31, 2026).
• Equity component: $10,000,000 payable in NUAI common stock or other units (payable upon certain events but no later than March 31, 2026).
• Note component: $50,000,000 Senior Secured Convertible Promissory Note due June 30, 2026, 10% annual interest (payable at maturity); SharonAI may convert up to $10,000,000 of the note into NUAI common stock at the 30‑day VWAP prior to conversion (floor: not less than 20% of the Nasdaq closing price).
• Credit support: TCDC guaranteed NUAI’s obligations; NUAI pledged its TCDC membership interests and TCDC granted security interests in substantially all assets to SharonAI; a deed of trust secures certain real estate.

Why It Matters

• The transaction removes SharonAI’s ownership in the TCDC joint venture and provides potential near‑term consideration of $70M split among cash, equity, and a secured convertible note.
• A large portion of the purchase price ($50M) is a short‑term (matures June 30, 2026) secured convertible note, so actual cash realization depends on NUAI’s repayment, the equity issuance, and any conversions. The note and guaranty are collateralized by TCDC membership interests, assets and real estate, which may affect recovery priority if collection is needed.
• Investors should note the company has monetized its JV stake (impacting future participation in that project) and replaced an ongoing asset with negotiated receivables and securities from NUAI; details and risks are in the filed agreements and the company’s accompanying disclosures.