SharonAI Holdings Inc-A美股招股说明书(2026-08-14版)

$691,700,000 Principal Amount of 4.75% Convertible Senior Notes due 2032andUp to 26,017,577 Shares of Class A Ordinary Common Stock This prospectus relates to the offer and resale, from time to time, of up to 26,017,577 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 andother successors-in-interest (each, a “Selling Securityholder,” and collectively, the “Selling Securityholders”), consisting of (A)10,419,896 shares (the “Common Shares”) of Class A Ordinary Common Stock; (B) 2,674,823 shares of Class A Ordinary CommonStock issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrant Shares”) and (C) 12,922,858 shares of Class AOrdinary Common Stock (the “Conversion Shares”) issuable upon conversion of those certain $691,700,000 4.75% ConvertibleSenior Notes due 2032 (the “Notes”). The number of Conversion Shares registered under this prospectus represent the maximumnumber of Conversion Shares issuable pursuant to the terms of the Notes, including payment of interest on the Notes through June 15,2032 (the “Maturity Date”), determined as if the outstanding Notes were converted in full at the maximum Conversion Rate of14.5496 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaidinterest on such Notes. Of the 12,922,858 Shares being registered that are issuable upon conversion of the Notes, 10,005,760 Sharesmay be issued pursuant to the conversion of the principal amount of the Notes, and 2,917,098 Shares may be issued pursuant to theconversion 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 4.75%. We will pay interest on the Notes on January 1, April 1, July 1 and October 1 of each year, beginningOctober 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 10.0343 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 $99.66 per shareof Class A Ordinary Common Stock, subject to adjustment and a maximum Conversion Rate of 14.5496 and a Conversion Price floorof $68.73. 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 December 22, 2027, but only if,during a specified period following December 22, 2027, the Class A Ordinary Common Stock trades at a price that exceeds 200% ofthe Conversion Price or over approximately $137.46 per share. See the section titled “Description of Notes” for further description ofthe Notes. We are registering the Common Shares, the Pre-Funded Warrant Shares, Conversion Shares issuable upon the conversion of the Notesand the Notes themselves (together, the “Registrable Securities”) for resale pursuant to the Registration Rights Agreements between usand the purchasers of the Common Shares, Pre-Funded Warrants and the Notes. Our registration of the Registrable Securities coveredby this prospectus does not mean that the Selling Securityholders will offer or sell any of the Registrable Securities registered hereby.The Selling Securityholders may offer, sell or distribute all or a portion of their Registrable Securities publicly or through privatetransactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholdersmay sell the Registrable Securities in the section entitled “Plan of Distribution.” We are not selling any securities under this prospectusand will not receive any of the proceeds from the sale of the Registrable Securities by the Selling Securityholders. See the sectiontitled “Selling Securityholders” for additional information regarding the Selling Securityholders. 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 quotations