SharonAI Holdings Inc.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the expected use of proceeds of the Facility, the expected maturity date and repayment of the Facility, the expected mandatory prepayment of Facility A from a customer deposit held in escrow upon customer acceptance, the expected release of the Guarantee Deed Poll upon repayment of Facility A, the expected transition to non-recourse financing following the Facility A Repayment Date, the expected compliance with the loan-to-value covenant and related step-down schedule, the expected entry into a management agreement and intellectual property license agreement, and the expected deployment and operation of servers and related infrastructure at contracted data center facilities. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including: the ability of the Borrowers to satisfy the conditions to utilization under the Facility Agreement; the timing and occurrence of customer acceptance under the relevant customer service orders; the ability of the Borrowers to comply with the covenants and other terms of the Facility Agreement; changes in market conditions, interest rates or the regulatory environment; the ability of the Company and its subsidiaries to deploy and operate the servers and related infrastructure as planned; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

-4-