Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-040627

Filed: 2026-08-28

Period: 2026-08-27

CIK: 0002068385

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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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): August 27, 2026

SHARONAI

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43129

41-2349750

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

745

Fifth Avenue, Suite 500,

New

York, NY

10151

(Address

of principal executive offices)

(Zip

Code)

(347)

212-5075

(Registrant’s

telephone number, including area code)

Not

Applicable

(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 obligation 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 ☒

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

the Annual Meeting (as defined below) of SharonAI Holdings Inc. (the “Company”), stockholders approved the Second Amendment

to the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”) to (i) increase the number of shares of Class A Ordinary

Common Stock available for issuance under the Plan by 1,200,000 shares and (ii) provide that the number of shares of Class A Ordinary

Common Stock available for issuance under the Plan will automatically increase on the first day of each calendar year beginning with

January 1, 2027 and ending with the last January 1 during the initial ten-year term of the Plan (the “Plan Amendment”).

The

foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which

is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item

5.07 Submission of Matters to a Vote of Security Holders.

August 27, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business

on July 2, 2026 (the “Record Date”), there were 35,268,686 shares of our Class A Ordinary Common Stock, each entitled to

one vote per share, and 136,341 shares of our Class B Super Common Stock, each entitled to 160 votes per share, outstanding (the Class

A Ordinary Common Stock and the Class B Super Common Stock referred to herein as “Common Stock”).

Accordingly,

as of the Record Date, there were 35,268,686 Class A Ordinary Common Stock votes and 21,814,560 Class B Super Common Stock votes, respectively,

available to be cast, for a total of 57,083,246 votes available to be cast. At the Annual Meeting, the holders of 39,140,969 votes of

the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals

considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed

with the Securities and Exchange Commission on July 13, 2026.

Proposal

1 - Ratification of the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the year

ending December 31, 2026.

FOR

AGAINST

ABSTENTIONS

BROKER

NON-VOTES

39,122,627

15,923

2,419

The

ratification of the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the year

ending December 31, 2026 was approved by the affirmative vote of a majority of shares present in person or represented by proxy at the

meeting and entitled to vote on the matter.

Proposal

2 - Election of Alastair Cairns and Benjamin Adams as Class I directors of the Company to serve until the 2029 annual meeting of stockholders

or until their respective successors are elected and qualified.

Nominee

FOR

AGAINST

ABSTENTIONS

BROKER

NON-VOTES

Alastair

Cairns

35,316,798

29,601

901,421

2,893,149

Benjamin

Adams

36,245,431

1,123

1,266

2,893,149

Each

of the director nominees, Alastair Cairns and Benjamin Adams, received a majority of the votes cast and was elected as a Class I director

of the Company, to serve until the 2029 annual meeting of stockholders or until his successor is elected and qualified.

-2-

Proposal

3 – Approval of the Second Amendment to the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan.

FOR

AGAINST

ABSTENTIONS

BROKER

NON-VOTES

34,988,378

1,259,037

405

2,893,149

The

Second Amendment to the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan was approved by the affirmative vote of a majority

of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Proposal

4 – Approval of the issuance of shares of the Company’s Class A Ordinary Common Stock issuable upon the exercise of certain

pre-funded warrants to purchase the Company’s Class A Ordinary Common Stock, in accordance with Nasdaq Listing Rule 5635(b).

FOR

AGAINST

ABSTENTIONS

BROKER

NON-VOTES

32,434,599

7,903

1,407

2,893,149

The

issuance of shares of the Company’s Class A Ordinary Common Stock issuable upon the exercise of certain pre-funded warrants to

purchase the Company’s Class A Ordinary Common Stock, in accordance with Nasdaq Listing Rule 5635(b), was approved by the affirmative

vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Second Amendment to SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

-3-

SIGNATURES

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.

Dated:

August 28, 2026

By:

/s/

James Manning

Name:

James

Manning

Title:

Chief

Executive Officer

-4-

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECOND

AMENDMENT

SHARONAI

HOLDINGS INC.

2025

OMNIBUS EQUITY INCENTIVE PLAN

This

SECOND AMENDMENT TO SHARONAI HOLDINGS INC. 2025 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the SharonAI Holdings

Inc. 2025 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 27th day of August, 2026, by the Board of Directors

(the “Board”) of SharonAI Holdings Inc., a Delaware corporation (the “Company”), pursuant to Section

12 of the Plan. All terms used by not defined herein shall have the meaning set forth in the Plan.

RECITALS

WHEREAS,

the Board may amend, alter or terminate the Plan pursuant to Section 12 of the Plan, provided that no such action shall materially and

adversely affect any Award outstanding at the time of such amendment without such Participant’s consent (the “Amendment

Conditions”); and

WHEREAS,

this Amendment satisfies the Amendment Conditions.

AGREEMENT

NOW,

THEREFORE, as of the Effective Date, the Plan is hereby amended as follows:

1. Shares

Reserved for Issuance Under the Plan. Section 4(a) and Section 4(c) of the Plan shall hereby be amended as follows:

(a) The

references to 1,200,000 shares in Sections 4(a)(i) and 4(c) of the Plan are hereby replaced with 2,400,000 shares.

(b) The

following language “with the first January 1 following the Effective Date” in Section 4(a)(ii) shall be hereby be amended

and replaced in its entirety with “January 1, 2027”.

2. Miscellaneous.

(a) Amendments.

Except as specifically modified herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions

thereof except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments

set forth in this Amendment. Upon the effectiveness of this Amendment, each reference in the Plan to “the Plan,” “hereunder,”

“herein,” or words of similar import shall mean and be a reference to the Plan as amended by this Amendment.

(b) Severability.

Each provision of this Amendment shall be considered severable and if for any provision or provisions herein are determined to be invalid,

unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation

of or affect those portions of this Amendment that are valid, enforceable and illegal.

Law. This Amendment shall be governed in accordance with the laws of Delaware, regardless of the laws that might otherwise govern

under applicable principles of conflicts of law.

[Remainder

of Page Intentionally Left Blank.]

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