424B3 1 form424b3.htm 424B3

		Filed Pursuant to Rule 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 21, 2026)		Registration No. 333-292798

PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 11, 2026)		Registration No. 333-296559

SHARONAI HOLDINGS INC.

5,302,072 Shares of Class A Ordinary Common Stock

Up to 214,982 Shares of Class A Ordinary Common Stock Upon Exercise of Certain Private Warrants

Up to 230,000 Shares of Common Stock Underlying Public Warrants

$350,000,000 Principal Amount of 6.00% Convertible Senior Notes due 2031

Up 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 the SEC 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 supplement the 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, the Prospectuses, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectuses and if there is any inconsistency between the information 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 uncertainties described 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 prospectus supplement 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 COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-43129

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		41-2349750
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

745 5th Ave, 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, former address and former fiscal year, if changed since last report)

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, par value $0.0001		SHAZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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) during the 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

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.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

Item		Number
	Part I – Financial Information

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	36
Item 4.	Controls and Procedures	36

	Part II – Other Information

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signatures	42

- 2 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	1,861,347,822		$	71,073,024
Trade and other receivables		28,458,817			749,677
Convertible note proceeds receivable		-			15,171,072
Assets held for sale		1,170,289			1,135,490
Other current assets		47,196,444			288,191
Total current assets		1,938,173,372			88,417,454
Property and equipment, net		26,323,307			15,207,775
Right of use assets, net		6,889,203			7,140,877
Equipment, software and lease prepayments		302,647,678			-
Certificates of deposits		12,748,105			915,397
Other long-term assets		16,512,329			3,414,432
Goodwill		18,044,215			18,044,215
TOTAL ASSETS	$	2,321,338,209		$	133,140,150
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Trade and other payables	$	32,407,955		$	3,433,320
Customer deposits		143,879,911			-
Warrant liability		6,145,450			890,000
Note payable		6,025			2,254,968
Convertible notes, current portion		20,059			129,017,286
Finance lease liabilities, current portion		1,176,406			1,072,820
Other current liabilities		-			2,701,932
Total current liabilities		183,635,806			139,370,326
Convertible notes, non-current		1,006,515,000			-
Finance lease liabilities, non-current		3,640,024			3,918,081
TOTAL LIABILITIES		1,193,790,830			143,288,407
Stockholders’ equity (deficit):
Common Stock- Class A ($0.0001 par value, 100,000,000 shares authorized; 35,667,164 and 11,832,164 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)		3,567			1,183
Common Stock- Class B ($0.0001 par value, 136,341 shares authorized; 136,341 shares issued and outstanding as of June 30, 2026 and December 31, 2025)		14			14
Common Stock, value		14			14
Additional paid-in capital		1,624,995,090			33,861,613
Accumulated deficit		(491,747,880	)		(43,529,190	)
Accumulated other comprehensive loss		(3,418,013	)		(372,992	)
Noncontrolling interest		(2,285,399	)		(108,885	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		1,127,547,379			(10,148,257	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,321,338,209		$	133,140,150

See accompanying Notes to Consolidated Condensed Financial Statements.

- 3 -

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Revenue	$	1,931,381		$	376,984		$	2,225,396		$	702,077
Cost of revenue		761,755			398,266			1,287,572			711,648
Gross profit (loss)		1,169,626			(21,282	)		937,824			(9,571	)
Share-based compensation		2,670,588			489,345			3,052,746			956,968
Selling, general and administrative expenses		8,685,424			1,083,093			12,700,643			2,090,523
Other expenses		14,597,792			1,169,712			12,787,838			1,676,132
Gain on disposal of property and equipment		-			(153,199	)		-			(961,713	)
Loss from operations		(24,784,178	)		(2,610,233	)		(27,603,403	)		(3,771,481	)
Non-operating income (expense), net:
Change in fair value of digital assets		-			(62,657	)		-			(391,090	)
Change in fair value of warrant liabilities		(6,138,775	)		-			(5,255,450	)		-
Change in fair value of convertible notes		(400,440,855	)		-			(470,668,608	)		-
Change in fair value of share-based payment		334,502			-			334,502			-
Gain on investment in NUAI shares		6,493,245			-			4,984,130			-
Gain on sale of investment in TCDC		856			-			65,920,568			-
Interest expense, net		(4,527,540	)		(43,521	)		(3,267,654	)		(55,912	)
Loss before income taxes		(429,062,745	)		(2,716,411	)		(435,555,915	)		(4,218,483	)
Income tax (expense) benefit		(1,305,951	)		127,579			(14,824,603	)		190,161
Net loss		(430,368,696	)		(2,588,832	)		(450,380,518	)		(4,028,322	)
Net loss attributable to non-controlling interest		(2,065,770	)		(12,426	)		(2,161,826	)		(19,336	)
Net loss attributable to SharonAI Holdings Inc.	$	(428,302,926	)	$	(2,576,406	)	$	(448,218,692	)	$	(4,008,986	)
Net loss per share, basic and diluted	$	(22.84	)	$	(2.41	)	$	(27.38	)	$	(3.76	)
Weighted-average number of shares outstanding		18,755,220			1,067,213			16,370,481			1,067,213

See accompanying Notes to Consolidated Condensed Financial Statements.

- 4 -

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Net loss	$	(430,368,696	)	$	(2,588,832	)	$	(450,380,518	)	$	(4,028,322	)
Net loss attributable to non-controlling interest		(2,065,770	)		(12,426	)		(2,161,826	)		(19,336	)
Net loss attributable to SharonAI Holdings Inc.		(428,302,926	)		(2,576,406	)		(448,218,692	)		(4,008,986	)

Foreign currency translation adjustments		(1,968,468	)		(243,954	)		(3,059,707	)		(349,468	)
Other comprehensive loss		(1,968,468	)		(243,954	)		(3,059,707	)		(349,468	)
Other comprehensive loss attributable to noncontrolling interest		(9,449	)		(1,188	)		(14,686	)		(1,694	)
Other comprehensive loss attributable to SharonAI Holdings Inc.		(1,959,019	)		(242,766	)		(3,045,021	)		(347,774	)
Comprehensive loss attributable to SharonAI Holdings Inc.	$	(430,261,945	)	$	(2,819,172	)	$	(451,263,713	)	$	(4,356,760	)

See accompanying Notes to Consolidated Condensed Financial Statements.

- 5 -

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

Three Months Ended June 30, 2026

			#	$	#	$	#	$	$		$		$		$		$		$
			Common Stock- Class A		Common Stock- Class B		Options Reserve		Additional Paid-In Capital		Accumulated deficit		Accumulated Comprehensive Loss (AOCI)		Total SharonAI Holdings Inc.’s Equity		Non Controlling Interest		Total Stockholders’ Equity
			#	$	#	$	#	$	$		$		$		$		$		$
Balance at March 31, 2026	-	-	15,998,830	1,600	136,341	14	65,489	-	153,743,335		(63,444,954	)	(1,458,994	)	88,841,001		(210,180	)	88,630,821
Issuance of common stock			18,941,573	1,894	-	-	-	-	1,068,440,294		-		-		1,068,442,188		-		1,068,442,188
Issuance of pre-funded warrants			-	-	-	-	-	-	438,141,548		-		-		438,141,548		-		438,141,548
Offering costs			-	-	-	-	-	-	(38,000,602	)	-		-		(38,000,602	)	-		(38,000,602	)
Share based compensation			726,761	73	-	-	-	-	2,670,515		-		-		2,670,588		-		2,670,588
Net loss	-	-	-	-	-	-	-	-	-		(428,302,926	)	-		(428,302,926	)	(2,065,770	)	(430,368,696	)
Equity adjustment from Foreign Currency Translation (CTA)			-	-	-	-	-	-	-		-		(1,959,019	)	(1,959,019	)	(9,449	)	(1,968,468	)
Balance at June 30, 2026	-	-	35,667,164	3,567	136,341	14	65,489	-	1,624,995,090		(491,747,880	)	(3,418,013	)	1,129,832,778		(2,285,399	)	1,127,547,379

Three Months Ended June 30, 2025

	#		$		#		$		#		$		#		$		$		$			$			$			$			$
	Series A Preferred				Series B Preferred				Common Stock- Class A				Options Reserve				Additional Paid-In Capital		Accumulated deficit			Accumulated Comprehensive Loss (AOCI)			Total SharonAI Holdings Inc.’s Equity			Non Controlling Interest			Total Stockholders’ Equity
	#		$		#		$		#		$		#		$		$		$			$			$			$			$
Balance at March 31, 2025		15,000		2		27,000		3		1,067,213		107		62,654		-		33,771,783		(5,337,861	)		318,850			28,752,884			78,680			28,831,564
Share based compensation		-		-		-		-		-		-		-		-		489,345		-			-			489,345			-			489,345
Net loss		-		-		-		-		-		-		-		-		-		(2,576,406	)		-			(2,576,406	)		(12,426	)		(2,588,832	)
Equity adjustment from Foreign Currency Translation (CTA)		-		-		-		-		-		-		-		-		-		-			(242,766	)		(242,766	)		(1,188	)		(243,954	)
Balance at June 30, 2025		15,000		2		27,000		3		1,067,213		107		62,654		-		34,261,128		(7,914,267	)		76,084			26,423,057			65,066			26,488,123

Six Months Ended June 30, 2026

	#		$		#		$		#		$		$			$			$			$			$			$
	Common Stock- Class A				Common Stock- Class B				Options Reserve				Additional Paid-In Capital			Accumulated deficit			Accumulated Comprehensive Loss (AOCI)			Total SharonAI Holdings Inc.’s Equity			Non Controlling Interest			Total Stockholders’ Equity
	#		$		#		$		#		$		$			$			$			$			$			$
Balance at December 31, 2025		11,832,164		1,183		136,341		14		65,489		-		33,861,613			(43,529,190	)		(372,992	)		(10,039,372	)		(108,885	)		(10,148,257	)
Issuance of common stock		23,108,239		2,311		-		-		-		-		1,193,439,857			-			-			1,193,442,168			-			1,193,442,168
Issuance of pre-funded warrants		-		-		-		-		-		-		438,141,548			-			-			438,141,548			-			438,141,548
Offering costs		-		-		-		-		-		-		(43,500,601	)		-			-			(43,500,601	)		-			(43,500,601	)
Share based compensation		726,761		73		-		-		-		-		3,052,673			-			-			3,052,746			-			3,052,746
Net loss		-		-		-		-		-		-		-			(448,218,690	)		-			(448,218,690	)		(2,161,828	)		(450,380,518	)
Equity adjustment from Foreign Currency Translation (CTA)		-		-		-		-		-		-		-			-			(3,045,021	)		(3,045,021	)		(14,686	)		(3,059,707	)
Balance at June 30, 2026		35,667,164		3,567		136,341		14		65,489		-		1,624,995,090			(491,747,880	)		(3,418,013	)		1,129,832,778			(2,285,399	)		1,127,547,379

Six Months Ended June 30, 2025

	#		$		#		$		#		$	#	$	$	$	$	$	$	$
	Series A Preferred				Series B Preferred				Common Stock- Class A			Options Reserve		Additional Paid-In Capital	Accumulated deficit	Accumulated Comprehensive Loss (AOCI)	Total SharonAI Holdings Inc.’s Equity	Non Controlling Interest	Total Stockholders’ Equity
	#		$		#		$		#		$	#	$	$	$	$	$	$	$
Balance at December 31, 2024		15,000		2		27,000		3		1,067,213