SharonAI Holdings Inc-A美股招股说明书(2026-06-26版)

5,302,072 Shares of Class A Ordinary Common StockUp to 214,982 Shares of Class A Ordinary Common Stock Upon Exercise of Certain Private WarrantsUp to 230,000 Shares of Common Stock Underlying Public Warrants This prospectus supplement updates and supplements the prospectus dated April 21, 2026, which forms a part of our registration statement on Form S-1 (No. 333-292798) for which Post-Effective Amendment No. 2 was filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2026 and declared effective bythe SEC on April 21, 2026 (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with theinformation contained in our Quarterly Report for the period ended March 31, 2026 and filed with the SEC on May 15, 2026 (collectively, the “Q1 Quarterly Report”).Accordingly, we have attached the Q1 Quarterly Report to this prospectus supplement. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SHAZ”. On June 26, 2026, the last reported sales price per share of our CommonStock was $82.05. This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and may not be delivered or utilized exceptin combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectusand if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectussupplement. See the section titled “Risk Factors” beginning on page 19 of the Prospectus, as well as risks and uncertainties described under similar headings in anyamendments or supplements to the Prospectus to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 26, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ________________ Commission File Number:001-43129 (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 13, 2026, the issuer had a total of 16,607,910 Class A Ordinary Common Stock and 136,341 Class B Super Common Stock, par value $0.0001 per share,outstanding. Item 1.Financial Statements3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risks26Item 4.Controls and Procedures26 SHARONAI HOLDINGS INC.CONSOLIDATED CONDENSED BALANCE SHEETS(Unaudited) SHARONAI HOLDINGS INC.CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS(Unaudited) SHARONAI HOLDINGS INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(Unaudited) Note 1. Description of Business Unless otherwise stated in this Notes to Consolidated Condensed Financial Statements, references to “we,” “us,” “our,” “Company” or “our Company” are toSharonAI Holdings Inc. and its subsidiari