SharonAI Holdings Inc-A美股招股说明书(2026-08-21版)

8,056,699 Shares of Class A Ordinary Common Stock This prospectus relates to the offer and resale, from time to time, of 8,056,699 shares (the “Shares”) of Class A Ordinary CommonStock, $0.0001 par value per share (“Class A Ordinary Common Stock”) of SharonAI Holdings Inc., a Delaware corporation (the“Company”) by the selling stockholders named in this prospectus, including their permitted transferees, donees, pledgees and othersuccessors-in-interest (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”). The Shares were issued uponconversion of those certain 12% Convertible Notes originally issued in December 2025 (the “Notes”). The Selling Stockholders 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 Stockholders maysell the Registrable Securities in the section entitled “Plan of Distribution.” We are not selling any securities under this prospectus andwill not receive any of the proceeds from the sale of the Registrable Securities by the Selling Stockholders. See the section titled“Selling Stockholders” for additional information regarding the Selling Stockholders. Our Class A Ordinary Common Stock is traded on the Nasdaq Capital Market under the symbol “SHAZ.” On August 14, 2026, the lastreported sale price of the Company’s Class A Ordinary Common Stock Nasdaq Capital Market was $76.47. 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 Securities Act, and (ii) the date on which all of such securities may be soldpursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier. Investing in shares of our Class A Ordinary Common Stock involves a high degree of risk. Before buying any shares of ourClass A Ordinary Common Stock, you should read the discussion of material risks of investing in the Notes and our commonstock under the heading “Risk Factors” beginning on page 11 of this prospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus or the accompanying prospectus. Any representation tothe contrary is a criminal offense. The date of this prospectus is August 21, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2INDUSTRY AND MARKET DATA3PROSPECTUS SUMMARY4ABOUT THIS OFFERING10RISK FACTORS11DESCRIPTION OF CAPITAL STOCK47SELLING STOCKHOLDERS50USE OF PROCEEDS68DIVIDEND POLICY68MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS69BUSINESS82MANAGEMENT OF THE COMPANY107EXECUTIVE COMPENSATION115SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS122CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS127PLAN OF DISTRIBUTION130DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY132CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.132LEGAL MATTERS132EXPERTS132WHERE YOU CAN FIND MORE INFORMATION133INDEX TO FINANCIAL STATEMENTSF-1-i- ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the“SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time,sell the securities offered by them described in this prospectus. This prospectus relates to the offer and resale, from time to time, of up to 8,056,699 Shares by the Selling Stockholders. We will notreceive any proceeds from the sale of the Shares pursuant to this prospectus. Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representationsother than those contained in this prospectus. Neither we nor the Selling Stockholders take responsibility for and can provide noassurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders will make anoffer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, orupdate or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectussupplement or post-effective amendment to the registration statement together with the additional information to which we refer you inthe section of th