SharonAI Holdings Inc.

For the period ended Jul 13, 2026. Filed Jul 13, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 13, 2026 · Filed Jul 13, 2026

Use the contents to explore the available documents and sections.

SHAZ$21.81+11.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

August 13, 2026

Dear Stockholders of SharonAI Holdings Inc.,

You are cordially invited to attend the Annual Meeting of the Stockholders (the “2026 Annual Meeting”) of SharonAI Holdings Inc. (the “Company”).

The 2026 Annual Meeting will be held on:

●	August 27, 2026, 4:00pm Eastern Time

You can attend the 2026 Annual Meeting via the virtual meeting portal at:

Meeting link: https://www.cstproxy.com/sharonai/2026

The Board of Directors of the Company (the “Board”) has decided to hold the 2026 Annual Meeting entirely online via the virtual meeting portal which will be conducted via live webcast. This is important because it enables the Company’s stockholders to participate in the 2026 Annual Meeting from any location, and it also reduces the cost to stockholders and the carbon footprint of the Company’s activities.

Further instructions on how to attend and participate in the virtual meeting are available atwww.sharonai.com.

YOUR VOTE IS VERY IMPORTANT.

Whether or not you plan to participate in the 2026 Annual Meeting, the prompt execution and return of your proxy card or vote over the telephone or Internet as instructed in these materials as promptly as possible will ensure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.

You will be asked to vote upon the following proposals at the 2026 Annual Meeting:

1.	Approve and ratify the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
2.	Approve the election of Alastair Cairns and Benjamin Adams, who are each currently serving on the Board, as Class I directors of the Company until the 2029 annual meeting of stockholders (the “Director Nominees”);
3.	Approve the Second Amendment to the SharonAI Holdings Inc. Omnibus Equity Incentive Plan (the “Equity Plan Amendment Proposal”); and
4.	Approve 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) (the “Pre-Funded Warrant Exercise Proposal”).

Any other business will be transacted as may properly come before the 2026 Annual Meeting or any adjournments thereof.

The Board of Directors unanimously recommends that you vote “FOR” each of the above 3 proposals.

The Board of Directors recommends you vote (1) FOR the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (2) FOR each of the Class I Director Nominees and (3) FOR the Equity Plan Amendment Proposal and the ($) the Pre-Funded Warrant Exercise Proposal.

The Board of Directors has fixed July 2, 2026, as the record date for determining those stockholders entitled to receive notice of, and to vote at, the 2026 Annual Meeting, or any postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the 2026 Annual Meeting.

Please review the attached Notice of Meeting and Proxy Statement for more detail and explanation of the proposals to be considered at the 2026 Annual Meeting.

Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card by Internet voting as described on your proxy card.

We thank you for your continued support.

By Order of the Board of Directors,

/s/ James Manning

James Manning

Chief Executive Officer and Director

July 13, 2026

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	August 27, 2026, 4:00 pm Eastern Time
Place:	Virtual Meeting Portal: Meeting link: https://www.cstproxy.com/sharonai/2026

	In addition, we will transact such other business as may properly come before the 2026 Annual Meeting or any adjournments of the 2026 Annual Meeting.
Items of Business:	1.	Approve and ratify the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026,
	2.	Approve the election of Alastair Cairns and Benjamin Adams, who are each currently serving on the Board, as Class I directors of the Company (the “Director Nominees”) until the 2029 annual meeting of stockholders;
	3.	Approve the Second Amendment to the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (the “Equity Plan Amendment Proposal”); and
	4.	Approve 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) (the “Pre-Funded Warrant Exercise Proposal”)

Who Can Vote:	Stockholders of record at the close of business on July 2, 2026, are entitled to notice of and to vote at the 2026 Annual Meeting and any postponements or adjournments thereof.
Important Notice regarding Proxy Materials:	This Notice presents an overview of the complete Proxy Statement accompanying this Notice, which is part of this Notice. The Proxy Statement and our Annual Report are available on our website, www.sharonai.com, the Securities and Exchange Commission’s website, www.sec.gov and at www.sharonai.com/investors

YOUR VOTE IS VERY IMPORTANT.

The Board of Directors recommends you vote (1) FOR the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (2) FOR each of Alastair Cairns and Benjamin Adams as a Class I director; (3) FOR the Equity Plan Amendment Proposal and (4) FOR the Pre-Funded Warrant Exercise Proposal.

By Order of the Board of Directors,

/s/ James Manning

James Manning

Chief Executive Officer and Director

TABLE OF CONTENTS

	Page
PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT ATTENDING THE ANNUAL MEETING AND VOTING	2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	10
CORPORATE GOVERNANCE	11
REPORT OF THE AUDIT COMMITTEE	18
MANAGEMENT OF THE COMPANY	19
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION	22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	30
PROPOSAL NO. 1	34
PROPOSAL NO. 2	36
PROPOSAL NO. 3	37
PROPOSAL NO. 4	45
PROPOSALS OF STOCKHOLDERS	47

745 Fifth Avenue, Suite 500, New York, NY 10151

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.