SharonAI Holdings Inc.

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

August 27, 2026, 4:00 pm Eastern Time

This Proxy Statement contains information about the 2026 Annual Meeting of Stockholders (“2026 Annual Meeting”) of SharonAI Holdings Inc. (referred to in this proxy statement as “SharonAI”, “the Company”, “we”, “our” or “us”).

The 2026 Annual Meeting will be held virtually on –

August 27, 2026, 4:00 pm Eastern Time

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

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

Holding the 2026 Annual Meeting online enables our stockholders to participate from any location with internet connectivity, enhances accessibility for all stockholders, and reduces the carbon footprint of our activities. The 2026 Annual Meeting has been designed to provide the same rights to participate as stockholders would have at an in-person meeting. Information on how to participate in this year’s virtual Meeting can be found below.

This Proxy Statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2026 Annual Meeting and at any adjournment of that 2026 Annual Meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on your proxy, it will be voted in accordance with the recommendations of our Board of Directors.

These proxy materials are first being made available to stockholders on or about June 5, 2026 and are also available online atwww.sharonai.com, the Securities and Exchange Commission’s website,www.sec.gov, andwww.sharonai.com. For ease of voting, stockholders are encouraged to vote using the Internet. We encourage you to access and review all the information in the proxy materials before voting.

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