SharonAI Holdings Inc-A美股招股说明书(2026-08-13版)

PROSPECTUS SUPPLEMENT NO. 5(to Prospectus dated April 21, 2026) PROSPECTUS SUPPLEMENT NO. 4(to Prospectus dated June 11, 2026) SHARONAI HOLDINGS INC. 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$350,000,000 Principal Amount of 6.00% Convertible Senior Notes due 2031Up to 11,292,009 Shares of Class A Ordinary Common Stock Issuable on Conversion of the Notes This prospectus supplement updates and supplements: (i) 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 by the SEC on April 21, 2026 (the “BCA Resale Prospectus”);and (ii) the prospectus dated June 11, 2026, which forms a part of our registration statement on Form S-1 (No. 333-296559) which was filed with the SEC on June 5, 2026 and declared effective by theSEC on June 11, 2026 (the “Convertible Note Resale Prospectus,” and together with the BCA Resale Prospectus, the “Prospectuses”). This prospectus supplement is being filed to update and supplementthe information in the Prospectuses with the information contained in our Quarterly Reports on Form 10-Q and Form 10-Q/A for the period ended June 30, 2026, filed with the SEC on August 6, 2026,and August 11, 2026, respectively (collectively, the “Q2 Quarterly Report”). Accordingly, we have attached the Q2 Quarterly Report to this prospectus supplement. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SHAZ”. On August 12, 2026, the last reported sales price per share of our Common Stock was $68.46. This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and may not be delivered or utilized except in combination with, theProspectuses, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectuses and if there is any inconsistency between theinformation in the Prospectuses and this prospectus supplement, you should rely on the information in this prospectus supplement. See the section titled “Risk Factors” beginning on page 19 of the BCA Resale Prospectus and page 12 of the Convertible Note Resale Prospectus, as well as risks and uncertaintiesdescribed under similar headings in any amendments or supplements to the Prospectuses 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 accuracy or adequacy of this prospectussupplement or the Prospectuses. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 13, 2026. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q For the quarterly period ended June 30, 2026 Securities registered pursuant to Section 12(b) of the Act: 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) duringthe 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 emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange 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 revised financial accounting standardsprovided 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 August 5, 2026, the issuer had a total of 35,667,164 Class A Ordinary Common Stock and 136,341 Class B Super Common Stock, par value $0.0001 per share, outstanding. SHARONAI HOLDINGS INC.CONSOLIDATED CONDENSED BALANCE SHEETS(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 to SharonAI Holdings Inc. and its The consolidated condensed financial statements cover SharonAI Holdings Inc. (“the Company” or “SAI”) and its controlled entities (“the Group”). SharonAI Inc. (“SA Inc.”) is a digital infrastructure provider, incorp