UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~May~~June 2112, 2026

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43129

41-2349750

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

745 Fifth Avenue, Suite 500,

New York, NY 10151

(Address of principal executive offices, including zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Common Stock, $0.0001 par value		SHAZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.0102 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

~~The~~On ~~information~~June ~~contained~~11, ~~below~~2026, inSharonAI ~~Item~~Holdings 5Inc.02 ~~related~~(the to“Company”) issued 7,649,523 shares of its Class A Ordinary Common Stock, par value $0.0001 per share (the ~~Director~~“Conversion ~~Appointment~~Shares”) ~~Letter~~upon conversion of an aggregate principal amount of approximately US$97,475,184 of unsecured, redeemable, convertible notes (asthe ~~defined~~“Notes”), ~~below~~together with US$1,954,845 of accrued and unpaid interest thereon pursuant to the terms of that certain Convertible Note Agreement (the “Agreement”), isdated ~~hereby~~December ~~incorporated~~19, 2025, by ~~reference~~and ~~into~~among ~~this~~SharonAI, ~~Item~~Inc., 1SharonAI Pty Ltd and certain investors (the “Noteholders”), as previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2025.01 The Company assumed the obligations of SharonAI, Inc. under the Agreement promptly following the closing of the Business Combination Agreement, dated January 28, 2025.

~~Item~~The ~~5.02~~number ~~Departure~~of Conversion Shares issued upon conversion of ~~Directors~~the orNotes ~~Certain~~was ~~Officers;~~calculated ~~Election~~in accordance with the conversion formula set forth in Section 4.6 of ~~Directors;~~the ~~Appointment~~Agreement, based on the sum of ~~Certain~~the ~~Officers;~~principal ~~Compensatory~~amount ~~Arrangements~~and accrued interest divided by the lower of (i) the applicable ~~Certain~~Discount ~~Officers~~Rate multiplied by the relevant transaction price and (ii) the Valuation Cap (each as defined in the Agreement). The conversion price per share was US$12.53.

OnIn ~~May~~connection ~~21,~~with ~~2026,~~conversion ~~the Board~~ of ~~Directors (“~~the ~~Board”)~~Notes, ~~of SharonAI Holdings Inc. (~~the “Company~~”),~~ ~~appointed Mr.~~agreed ~~Andrew Penn~~ to ~~serve~~registered ~~as a member of, and as~~ the ~~Chair~~Conversion ~~of,~~Shares ~~the~~for ~~Board,~~resale ~~effective upon his countersigning the Director Appointment Letter (defined below), to fill a vacancy~~ on ~~the~~an ~~Board~~S-1 ofregistration ~~Directors~~statement.

~~Mr.~~The Conversion ~~Penn~~Shares ~~was elected~~have not been registered under the Securities Act of 1933, as aamended ~~Class~~(the II“Securities ~~director~~Act”), and ~~will~~were issued ~~serve~~in reliance on ~~the~~applicable ~~Board~~exemptions ~~until~~from ~~the~~registration ~~Company’s~~pursuant ~~2027~~to ~~annual~~Section ~~meeting~~4(a)(2) of ~~stockholders~~the Securities Act and/or Rule 506(b) of atRegulation ~~which~~D ~~time~~promulgated hethereunder, ~~will~~and/or ~~stand~~Regulation ~~for~~S, ~~election~~based ~~alongside~~on representations made by the ~~Company’s~~holders ~~other~~of ~~Class~~the IINotes, ~~directors.~~including ~~The~~that ~~Board~~the holders ~~has~~are ~~appointed~~accredited ~~Mr.~~investors ~~Penn to~~acquiring ~~serve~~the asConversion Shares for investment purposes and not with a ~~member~~view to distribution, and that certain of the ~~Corporate~~holders ~~Governance~~of ~~and~~Notes ~~Nominating~~are ~~Committee,~~not ~~the~~U.S. ~~Compensation~~persons. ~~Committee~~The ~~and~~Conversion Shares may not be offered or sold in the ~~Audit~~United ~~and~~States absent registration ~~Risk~~under ~~Management~~the ~~Committee~~Securities Act or an applicable exemption from such registration requirements.

~~Mr.~~The ~~Penn~~foregoing ~~Andrew~~description ~~Penn~~of isthe aAgreement ~~global~~and ~~business~~the ~~and~~conversion ~~technology~~of ~~leader~~the ~~with~~Notes ~~deep~~does ~~experience~~not ~~across~~purport ~~financial~~to ~~services,~~be ~~technology,~~complete ~~telecommunications,~~ and ~~both~~is ~~digital~~subject to and ~~physical~~qualified in ~~infrastructure.~~its Heentirety ~~currently~~by ~~serves~~reference asto athe ~~Non-Executive~~full ~~Director~~text of ~~Coles~~the ~~Group~~Agreement, ~~Limited~~a ~~(ASX:~~copy ~~COL)~~of ~~and~~which is ~~Chair~~ offiled ~~its~~as ~~Audit~~Exhibit ~~and~~10.1 ~~Risk~~to ~~Committee.~~the HeCompany’s isCurrent Report ~~also~~on ~~Chair~~Form of8-K ~~Visit~~filed ~~Victoria~~with the Securities and aExchange ~~Senior~~Commission ~~Adviser~~on ~~with~~December ~~McKinsey~~22, &2025, ~~Company~~and is incorporated herein by reference.

~~Mr.~~CAUTIONARY ~~Penn~~NOTE ~~previously~~REGARDING served as Chief Executive Officer and Managing Director of Telstra Corporation Limited (ASX: TLS) from 2015 to 2022, leading one of Australia’s largest telecommunications and technology companies through major strategic, operational, and technology transformation. Prior to Telstra, he was Chief Executive Officer of AXA Asia Pacific Holdings from 2006 to 2011, overseeing a largeFORWARD-~~scale financial~~LOOKING ~~services business across multiple Asia-Pacific markets.~~STATEMENTS

~~Mr.~~The ~~Penn~~Company ~~has~~cautions ~~also~~that ~~served~~statements asin ~~Chair~~this report and its exhibits that are not a description of historical fact are forward-looking statements within the ~~Expert~~meaning ~~Advisory~~of ~~Boards~~the ~~for~~Private ~~Australia’s~~Securities ~~2020~~Litigation ~~and~~Reform ~~2023~~Act ~~National~~of ~~Cyber~~1995. ~~Security~~Forward-looking ~~Strategies,~~statements ~~reflecting~~may be identified by the use of ~~significant~~words ~~experience~~referencing infuture ~~cyber~~events ~~risk~~or ~~governance~~circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and ~~national~~“will,” ~~digital~~among ~~resilience~~others. InBecause ~~recognition~~such ofstatements ~~his~~are ~~contributions~~subject to risks and uncertainties, heactual ~~was~~results may ~~appointed~~differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based anupon ~~Officer~~the ofCompany’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the ~~Order~~timing of ~~Australia~~events ~~(AO)~~could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the ~~2023~~possibility ~~Australia~~of ~~Day~~the ~~Honours~~Company’s ~~for~~need ~~distinguished~~and ~~service~~ability to raise additional capital, changes in business plans, ~~charitable~~service ~~organizations~~or product offerings, use of proceeds, the Company’s acceleration or expansion of relationships ~~youth~~and partnerships and/or deployment of assets, and further or new regulation of the ~~arts~~Company’s business. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

There is no arrangement or understanding with any person pursuant to which Mr. Penn was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Penn that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Penn’s appointment to the Board, Mr. Penn entered into a Director Appointment Letter dated May 20, 2026, with the Company (the “Director Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Penn will receive: (a) an initial once2-off grant of 40,000 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest in equal amounts on the first anniversary of the date of grant, on the second anniversary of the date of grant and on the third anniversary of the date of grant, (b) an annual grant of 6,944 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary of the date of grant; and (c) annual cash compensation of $165,000.

The description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 22, 2026, the Company issued a press release announcing the appointment of Andrew Penn to the Board. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Director Appointment Letter by and between Andrew Penn and SharonAI Holdings Inc. dated May 21, 2026
99.1		Press Release dated May 22, 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHARONAI HOLDINGS, INC.
	SHARONAI HOLDINGS INC.
	By:	/s/ ~~Tim~~James ~~Flahvin~~Manning
	Name:	~~Tim~~James ~~Flahvin~~Manning
	Title:	~~General~~Chief ~~Counsel~~Executive Officer
Date: May 22, 2026
Date: June 12, 2026

-3-

Filing Compare · SharonAI Holdings Inc.