| |
|
Filed
Pursuant to Rule 424(b)(3) |
PROSPECTUS
SUPPLEMENT NO. 6
(to
Prospectus dated April 21, 2026) |
|
Registration
No. 333-292798 |
| |
|
|
PROSPECTUS
SUPPLEMENT NO. 5
(to
Prospectus dated June 11, 2026) |
|
Registration
No. 333-296559 |
| |
|
|
PROSPECTUS
SUPPLEMENT NO. 1
(to
Prospectus dated August 14, 2026) |
|
Registration
No. 333-297885 |
| |
|
|
PROSPECTUS
SUPPLEMENT NO. 1
(to
Prospectus dated June 21, 2026) |
|
Registration
No. 333-298282 |
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
$691,700,000
Principal Amount of 4.75% Convertible Senior Notes due 2032
Up
to 26,017,577 Shares of Class A Ordinary Common Stock
8,056,699
Shares of Class A Ordinary Common Stock
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”); (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 “June 2026 Convertible Note Resale Prospectus”); (iii) the
prospectus dated August 14, 2026, which forms a part of our registration statement on Form S-1 (No. 333-297885) which was filed with
the SEC on July 31, 2026 and declared effective by the SEC on August 14, 2026 (the “July 2026 Convertible Note Resale Prospectus”)
and (iv) the prospectus dated August 21, 2026, 2026, which forms a part of our registration statement on Form S-1 (No. 333-298282) which
was filed with the SEC on August 12, 2026 and declared effective by the SEC on August 21 2026 (the “August 2026 Resale Prospectus,”
and together with the BCA Resale Prospectus, the June 2026 Convertible Note Resale Prospectus and the August 2026 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 Current Report on Form 8-K, filed with the SEC on August 26, 2026 (collectively, the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
Our
Common Stock is listed on the Nasdaq Capital Market under the symbol “SHAZ”. On August 26, 2026, the last reported sales
price per share of our Common Stock was $59.59.
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, page 12 of the June 2026 Convertible
Note Resale Prospectus, page 12 of the July 2026 Convertible Note Prospectus and on page 11 of the August 2026 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 28, 2026.
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 21, 2026
SHARONAI
HOLDINGS INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 001-43129 |
|
41-2349750 |
| (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:
| ☐ |
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
1.01 Entry into a Material Definitive Agreement
First
Supplemental Indenture
On
August 21, 2026, following receipt of the requisite consents from holders of the Notes (as defined below), SharonAI Holdings Inc. (the
“Company”), as issuer, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee,
entered into the First Supplemental Indenture, dated as of August 21, 2026 (the “First Supplemental Indenture”), to the Indenture,
dated as of May 18, 2026 (the “Base Indenture”), governing the Company’s outstanding 6.00% Convertible Senior Notes
due May 1, 2031 (the “Notes”).
Pursuant
to the First Supplemental Indenture, the Base Indenture was amended to, among other things, (i) remove certain restrictive covenants
applicable to the Company and its subsidiaries, including with respect to their ability to incur, maintain and repay indebtedness and
grant liens securing indebtedness, and (ii) make other relevant conforming and technical amendments.
The
foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference
to the complete text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit Number |
|
Description |
| 4.1 |
|
First Supplemental Indenture, dated as of August 21, 2026, by and among SharonAI Holdings Inc., the subsidiary guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. |
| 104 |
|
Cover
Page Interactive Data File (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.
|
| |
|
|
| Date: August
26, 2026 |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
Chief
Executive Officer |
Exhibit
4.1
SHARONAI
HOLDINGS INC.
(COMPANY)
THE
SUBSIDIARY GUARANTORS NAMED HEREIN
(SUBSIDIARY
GUARANTORS)
U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION
(TRUSTEE)
6.00%
CONVERTIBLE SENIOR NOTES DUE MAY 1, 2031
FIRST
SUPPLEMENTAL INDENTURE
DATED
AS OF AUGUST 21, 2026
FIRST
SUPPLEMENTAL INDENTURE, dated as of August 21, 2026 (this “First Supplemental Indenture”), among SharonAI Holdings
Inc., a Delaware corporation, as issuer (the “Company”), SharonAI Inc., a Delaware corporation, SharonAI Operations
LLC, a Delaware limited liability company, SharonAI Hosting LLC, a Delaware limited liability company, SharonAI Pty Ltd, an Australian
proprietary limited company and Distributed Storage Solutions Pty Ltd, an Australian proprietary limited company, as the Subsidiary Guarantors
(together, the “Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity,
the “Trustee”) to the Indenture referred to below.
WHEREAS,
the Company, the Subsidiary Guarantors and SAI US No. 1 LLC, a Delaware limited liability company, have heretofore executed and delivered
to the Trustee an indenture (the “Indenture”), dated as of May 18, 2026, providing for the issuance of 6.00% Convertible
Senior Notes due May 1, 2031 (the “Notes”);
WHEREAS,
SAI US No. 1 LLC has been released and discharged from its obligations under its Subsidiary Guarantee pursuant to Section 12.05 of the
Indenture;
WHEREAS,
Section 8.02 of the Indenture provides that, subject to certain exceptions inapplicable hereto, with the consent of the Required Holders
and by Act of said Holders delivered to the Company and the Trustee, the Company, any Subsidiary Guarantor, and the Trustee, if applicable,
may, among other things, enter into an indenture supplemental to the Indenture for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders under the Indenture;
WHEREAS,
as evidenced by the Officer’s Certificate delivered to the Trustee by the Company on the date hereof, pursuant to Section 8.04
of the Indenture, the Required Holders, by Act delivered to the Company and the Trustee, have consented to the amendments to the Indenture
set forth in this First Supplemental Indenture;
WHEREAS,
pursuant to Section 8.04 of the Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel and is authorized
to execute and deliver this First Supplemental Indenture; and
WHEREAS,
all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its
terms have been performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:
Article
1
DEFINITIONS
Section
1.01 Definition of Terms. Unless the context otherwise requires:
(a)
a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless the definition of such term
is otherwise provided pursuant to this First Supplemental Indenture, in which case the definition in this First Supplemental Indenture
shall govern solely with respect to the Notes;
(b)
a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;
(c)
the singular includes the plural and vice versa;
(d)
unless stated otherwise, a reference to a Section or Article is to a Section or Article in this First Supplemental Indenture; and
(e)
headings are for convenience of reference only and do not affect interpretation.
Article
2
AMENDMENTS
Section
2.01 Amendments.
(a)
Section 1.01 of the Indenture is hereby amended by deleting the defined terms “GPU Value”, “Holdco Cash”, “Holdco
Coverage Amount”, “Holdco Debt”, “Revenue” and “Secured GPU Debt” in their entirety.
(b)
Section 1.01 of the Indenture is hereby amended by deleting the definition of “Class B Common Stock” in its entirety and
replacing it with the following:
“Class
B Common Stock” means Class B Super Common Stock, par value $0.0001 per share.”
(c)
Section 1.01 of the Indenture is hereby amended by deleting the definition of “Disqualified Capital Stock” in its entirety
and replacing it with the following:
“Disqualified
Capital Stock” of any Person means any class of Capital Stock of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage
of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the
final maturity date of the Notes; provided, however, that any class of Capital Stock of such Person that, by its terms, authorizes such
Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking
fund or otherwise) or repurchase thereof or otherwise by the delivery of Capital Stock that are not Disqualified Capital Stock, and that
is not convertible, puttable or exchangeable for Disqualified Capital Stock or Indebtedness, will not be deemed to be Disqualified Capital
Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Capital Stock that are not Disqualified
Capital Stock.”
(d)
Section 5.14(a) of the Indenture is hereby deleted in its entirety and replaced with the following:
“(a)
As long as any portion of the Notes remains outstanding, unless the Required Holders shall have otherwise given prior written consent,
the Company shall not, and shall not permit any of the Subsidiaries (other than any SPV Subsidiary) to, directly or indirectly:
(i)
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder (which explicitly will not include any amendment that solely: (A) collapses the Company’s
dual common stock structure or eliminates one class of common stock; and/or (B) increases the authorized shares of stock of one or more
classes; and/or (C) splits, reverse splits or similarly consolidates shares of stock);
(ii)
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than as to (A) the Conversion Shares as permitted or required under the Transaction Documents and (B) repurchases
of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, provided that such repurchases shall
not exceed an aggregate of $100,000 for all officers and directors during the term of this Indenture;
(iii)
[Intentionally Omitted];
(iv)
pay cash dividends or distributions on any equity securities of the Company;
(v)
enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of
the Company (even if less than a quorum otherwise required for board approval); or
(vi)
enter into any agreement with respect to any of the foregoing.”.
(e)
Section 5.14(b) of the Indenture is hereby deleted in its entirety and replaced with the following:
“[Intentionally
Omitted].”
(f)
Section 5.14(c) of the Indenture is hereby deleted in its entirety and replaced with the following:
“[Intentionally
Omitted].”
(g)
Section 5.17 of the Indenture is hereby deleted in its entirety and replaced with the following:
“[Intentionally
Omitted].”
Article
3
MISCELLANEOUS
Section
3.01 Ratification of Indenture. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified
and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.
Section
3.02 Governing Law; Waiver of Jury Trial. This First Supplemental Indenture, and any claim, controversy or dispute arising under
or related to this First Supplemental Indenture, will be governed by, and construed in accordance with, the laws of the State of New
York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations Law).
EACH
OF THE COMPANY, THE SUBSIDIARY GUARANTORS, THE TRUSTEE, THE CONVERSION AGENT, THE REGISTRAR AND THE PAYING AGENT IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR ANY TRANSACTION CONTEMPLATED HEREBY.
Section
3.03 Separability. Each provision of this First Supplemental Indenture shall be considered separable and if for any reason any
provision which is not essential to the effectuation of the basic purpose of this First Supplemental Indenture, the Indenture or the
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section
3.04 Trustee Disclaimer. Neither the Trustee, the Conversion Agent, the Registrar nor the Paying Agent shall be responsible in
any manner whatsoever for or in respect of the validity, sufficiency or adequacy of this First Supplemental Indenture or for or in respect
of the recitals contained herein, all of which are made solely by the Company and the Subsidiary Guarantors, and neither the Trustee,
the Conversion Agent, the Registrar nor the Paying Agent assumes any responsibility for their correctness.
Section
3.05 Execution in Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this
First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for
all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. The words “execution,” “signed,” “signature,” and words of similar import in this First
Supplemental Indenture and the Notes shall be deemed to include electronic or digital signatures or the keeping of records in electronic
form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping
system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and
National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech.
§§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding
anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any
format unless expressly agreed to by the Trustee, as applicable, pursuant to procedures approved by the Trustee, as applicable.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first
above written.
| |
SharonAI
Holdings Inc. |
| |
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
Chief
Executive Officer |
| |
|
| |
SharonAI
Inc. |
| |
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
President,
Secretary, Treasurer |
| |
|
| |
SharonAI
Operations LLC |
| |
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
President |
| |
|
| |
SharonAI
Hosting LLC |
| |
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
President |
[Signature
Page to First Supplemental Indenture]
| EXECUTED by
SharonAI Pty Ltd ACN 645 215 194 in accordance with section 126 of the Corporations
Act 2001 (Cth): | |
| | |
| /s/ James Manning | |
| Signature of authorized signatory | |
| | |
| James Manning | |
| Name of authorized signatory (block
letters) | |
| | |
| EXECUTED by Distributed
Storage Solutions Pty Ltd ACN 646 979 222 in accordance with section 126 of the Corporations
Act 2001 (Cth): | |
| | |
| /s/
James Manning | |
| Signature of authorized signatory | |
| | |
| James Manning | |
| Name of authorized signatory (block
letters) | |
[Signature
Page to First Supplemental Indenture]
| |
U.S.
Bank Trust Company,
National Association, as Trustee |
| |
|
| |
By: |
/s/
Brandon Bonfig |
| |
Name: |
Brandon
Bonfig |
| |
Title: |
Vice
President |
[Signature
Page to First Supplemental Indenture]
