SharonAI Holdings, Inc. 8-K

What Happened

• SharonAI Holdings, Inc. filed an 8‑K (Dec 22, 2025) reporting the closing of its previously announced business combination. As part of the closing, a new charter and new bylaws were filed/adopted (New Charter filed Dec 16, 2025), the company ceased to be a shell, and corporate governance and management were reorganized.
• Immediately following the closing the Combined Company’s directors are Wolfgang Schubert, James Manning, Alastair Cairns, Brent Lanier and Peter Woodward. Executive officers now are Wolfgang Schubert (CEO), Tim Broadfoot (CFO), Andrew Leece (COO) and Daniel Mons (CTO). A press release announcing the closing was issued on Dec 19, 2025.

Key Details

• New charter/bylaws adopted (New Charter filed Dec 16, 2025); changes affect holder rights (see proxy statement/prospectus sections referenced).
• Board divided into three staggered classes with terms: Class I (exp. 2026) — Wolfgang Schubert and Brent Lanier; Class II (exp. 2027) — Peter Woodward and Alastair Cairns; Class III (exp. 2028) — James Manning.
• SharonAI adopted the New SharonAI, Inc. 2025 Omnibus Equity Incentive Plan, reserving 60,000,000 shares of Pubco Class A Ordinary Common Stock (approved and adopted Dec 14, 2025).
• Corporate committees named: Audit Committee — Alastair Cairns, Brent Lanier, Peter Woodward (chair); company identified Sanjay Shrestha as an “audit committee financial expert.” Compensation and nominating/governance committees were also established with independent members.
• Board adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors; posted on the company website.

Why It Matters

• This filing documents a completed merger/business combination that converts SharonAI from a shell to an operating public company and installs new leadership and governance — key for assessing stewardship and strategy.
• The 60,000,000‑share equity plan is material for investors because it authorizes future equity awards that can dilute existing holders; review plan details (Exhibit 10.10) for grant limits and terms.
• New charter and bylaws change corporate governance and shareholder rights; investors should review the referenced proxy statement/prospectus sections for specifics before making decisions.