SharonAI Holdings Inc.

As filed with the Securities and Exchange Commission on July 31, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

**745 Fifth Avenue, Suite 500

New York, NY 10151

Tel. No.(347) 212-5075

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Manning

**745 Fifth Avenue, Suite 500

New York, NY 10151

Tel. No.(347) 212-5075

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to:

Chad R. Ensz, Esq.

Gregory Carney, Esq.

Sheppard Mullin Richter & Hampton LLP

12275 El Camino Real, Suite 100

San Diego, CA 92130-4092

(858)-720-8900

**Approximate date of commencement of proposed sale to the public:**From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act.☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

$691,700,000** Principal Amount of 4.75% Convertible Senior Notes due 2032**

and

Up to 26,017,577 Shares of Class A Ordinary Common Stock

This prospectus relates to the offer and resale, from time to time, of up to 26,017,577 shares (the “Shares”) of Class A Ordinary Common Stock, $0.0001 par value per share (“Class A Ordinary Common Stock”), of SharonAI Holdings Inc., a Delaware corporation (the “Company”), by the selling securityholders named in this prospectus, including their permitted transferees, donees, pledgees and other successors-in-interest (each, a “Selling Securityholder,” and collectively, the “Selling Securityholders”), consisting of (A) 10,419,896 shares (the “Common Shares”) of Class A Ordinary Common Stock; (B) 2,674,823 shares of Class A Ordinary Common Stock issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrant Shares”) and (C) 12,922,858 shares of Class A Ordinary Common Stock (the “Conversion Shares”) issuable upon conversion of those certain $691,700,000 4.75% Convertible Senior Notes due 2032 (the “Notes”). The number of Conversion Shares registered under this prospectus represent the maximum number of Conversion Shares issuable pursuant to the terms of the Notes, including payment of interest on the Notes through June 15, 2032 (the “Maturity Date”), determined as if the outstanding Notes were converted in full at the maximum Conversion Rate of 14.5496 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes. Of the 12,922,858 Shares being registered that are issuable upon conversion of the Notes, 10,005,760 Shares may be issued pursuant to the conversion of the principal amount of the Notes, and 2,917,098 Shares may be issued pursuant to the conversion of accrued interest over the term of the Notes.

This prospectus also relates to the offer and sale from time to time by the Selling Securityholders of the Notes themselves. The Notes bear interest at a rate of 4.75%. We will pay interest on the Notes on January 1, April 1, July 1 and October 1 of each year, beginning October 1, 2026. Each Note (or any portion of a Note) is convertible at a holder’s option into an amount of Shares equal to the initial Conversion Rate of 10.0343 shares of Class A Ordinary Common Stock per $1,000 of the sum of the aggregate principal amount of Notes, plus all accrued and unpaid interest on such Notes, which is equivalent to a conversion price of approximately $99.66 per share of Class A Ordinary Common Stock, subject to adjustment and a maximum Conversion Rate of 14.5496 and a Conversion Price floor of $68.73. The conversion price is subject to customary adjustments for certain corporate events as provided in the Notes. If any such event occurs, the number of Shares issuable upon conversion may be higher than implied by the initial conversion price. Subject to certain conditions, the Notes are also subject to conversion at the option of the Company following December 22, 2027, but only if, during a specified period following December 22, 2027, the Class A Ordinary Common Stock trades at a price that exceeds 200% of the Conversion Price or over approximately $137.46 per share. See the section titled “Description of Notes” for further description of the Notes.

We are registering the Common Shares, the Pre-Funded Warrant Shares, Conversion Shares issuable upon the conversion of the Notes and the Notes themselves (together, the “Registrable Securities”) for resale pursuant to the Registration Rights Agreements between us and the purchasers of the Common Shares, Pre-Funded Warrants and the Notes. Our registration of the Registrable Securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Registrable Securities registered hereby. The Selling Securityholders may offer, sell or distribute all or a portion of their Registrable Securities publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholders may sell the Registrable Securities in the section entitled “Plan of Distribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the Registrable Securities by the Selling Securityholders. See the section titled “Selling Securityholders” for additional information regarding the Selling Securityholders.

The Notes are evidenced by one or more global Notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company. Except as described in this prospectus, beneficial interests in the global note will be shown on, and transfers of the Notes will be effected only through, records maintained by The Depository Trust Company and its direct and indirect participants.

We do not intend to apply for a listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotation system.

Our Class A Ordinary Common Stock is traded on the Nasdaq Capital Market under the symbol “SHAZ.” On July 29, 2026, the last reported sale price of the Company’s Class A Ordinary Common Stock Nasdaq Capital Market was $40.09.

This offering will terminate on the earlier of (i) the date when all of the securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in the Common Shares, the Pre-Funded Warrants Shares, the Conversion Shares or the Notes involves a high degree of risk. Before buying any Notes or shares, you should read the discussion of material risks of investing in the Notes and our common stock under the heading “Risk Factors” beginning on page 12 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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