SharonAI Holdings Inc-A美股招股说明书(2026-06-11版)

$350,000,000 Principal Amount of 6.00% Convertible Senior Notes due 2031andUp to 11,292,009 Shares of Class A Ordinary Common Stock Issuable on Conversion of the Notes This prospectus relates to the offer and resale, from time to time, of up to 11,292,009 shares (the “Shares”) of Class A ordinarycommon stock, $0.0001 par value per share (“Class A Ordinary Common Stock”) of SharonAI Holdings Inc., a Delaware corporation(the “Company”) by the selling securityholders named in this prospectus, including their permitted transferees, donees, pledgees andothersuccessors-in-interest(each,a“Selling Securityholder”and,collectively,the“Selling Securityholders”),issuable uponconversion of those certain $350,000,000 6.00% Convertible Senior Notes due 2031 (the “Notes”). The number of Shares registeredunder this prospectus represent the maximum number of Shares issuable pursuant to the terms of the Notes, including payment ofinterest on the Notes through May 1, 2031 (the “Maturity Date”), determined as if the outstanding Notes were converted in full at themaximum Conversion Rate of 24.8750 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount ofNotes plus accrued and unpaid interest on such Notes. Of the 11,292,009 Shares being registered that are issuable upon conversion ofthe Notes, 8,706,250 Shares may be issued pursuant to the conversion of the principal amount of the Notes, and 2,585,759 Shares maybe issued pursuant to the conversion of accrued interest over the term of the Notes. This prospectus also relates to the offer and sale from time to time by the Selling Securityholders of the Notes themselves. The Notesbear interest at a rate of 6.00%. We will pay interest on the Notes on January 1, April 1, July 1 and October 1 of each year, beginningJuly 1, 2026. Each Note (or any portion of a Note) is convertible at a holder’s option into an amount of Shares equal to the initialConversion Rate of 20.7292 shares of Class A Ordinary Common Stock per $1,000 of the sum of the aggregate principal amount ofNotes, plus all accrued and unpaid interest on such Notes, which is equivalent to a conversion price of approximately $48.24 per shareof Class A Ordinary Common Stock, subject to adjustment and a maximum Conversion Rate of 24.8750 and a Conversion Price floorof $40.201. The conversion price is subject to customary adjustments for certain corporate events as provided in the Notes. If any suchevent occurs, the number of Shares issuable upon conversion may be higher than implied by the initial conversion price. Subject tocertain conditions, the Notes are also subject to conversion at the option of the Company following the November 18, 2027, but only ifduring a specified period following November 18, 2027, the Class A Ordinary Common Stock trades at a price that exceeds 200% ofthe Conversion Price or over approximately $96.48 per share. See the section titled “Description of Notes” for further description ofthe Notes. We are registering the Shares issuable upon the conversion of the Notes and the Notes themselves (together, the “RegistrableSecurities”) for resale pursuant to the Registration Rights Agreement between us and the purchasers of the Notes. Our registration ofthe Registrable Securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of theRegistrable Securities registered hereby. The Selling Securityholders may offer, sell or distribute all or a portion of their RegistrableSecurities publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more informationabout how the Selling Securityholders may sell the Registrable Securities in the section entitled “Plan of Distribution.” We are notselling any securities under this prospectus and will not receive any of the proceeds from the sale of the Registrable Securities by theSellingSecurityholders.See the section titled“Selling Securityholders”for additional information regarding the SellingSecurityholders. The Notes are evidenced by one or more global Notes deposited with a custodian for and registered in the name of a nominee of TheDepository Trust Company. Except as described in this prospectus, beneficial interests in the global note will be shown on, andtransfers of the Notes will be effected only through, records maintained by The Depository Trust Company and its direct and indirectparticipants. We do not intend to apply for a listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotationsystem. Our Class A Ordinary Common Stock is traded on the Nasdaq Capital Market under the symbol “SHAZ.” On June 3, 2026, the lastreported sale price of the Company’s Class A Ordinary Common Stock Nasdaq Capital Market was $80.09. This offering will terminate on the earlier of (i) the date when all of the securities registered hereunder have been soldpursuant to this prospectus or Rule 144 under the Securiti