SharonAI (Nasdaq: SHAZ) has disclosed specific AI cloud contracts while clearing additional shares for secondary market resale.

SharonAI Holdings Inc. (Nasdaq: SHAZ) filed Amendment No. 2 to a Form S-1 registering up to 8,056,699 shares of Class A Ordinary Common Stock for resale by existing selling stockholders. These shares were issued upon conversion of 12% Convertible Notes originally issued in December 2025. The filing was submitted to the Securities and Exchange Commission on August 20, 2026.

SharonAI is an Australian-focused “neocloud” operator providing AI and high-performance computing infrastructure using advanced NVIDIA GPUs, deployed largely in NEXTDC data centers. The company highlights major growth milestones, including large-capacity GPU deployments, strategic partnerships with NVIDIA, Cisco, Lenovo and VAST, and multi‑year AI infrastructure contracts with counterparties such as ESDS Software Solutions, a global technology customer, Canva, GMI Cloud, and a global AI lab. SharonAI has recently raised substantial capital through equity and multiple convertible note financings to fund large-scale GPU and data center expansion.

This amendment remains a registration for the potential resale of up to 8,056,699 already-issued shares by selling stockholders, including their permitted transferees, donees, pledgees and other successors-in-interest. The company will receive no proceeds from any resale. The filing explicitly states that those shares cannot be sold under it until the registration becomes effective. Selling stockholders 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. The 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 the company terminates it earlier. SharonAI’s Class A Ordinary Common Stock is traded on the Nasdaq Capital Market under the symbol “SHAZ.” On August 14, 2026, the last reported sale price of the Company’s Class A Ordinary Common Stock on the Nasdaq Capital Market was $76.47.

Investing in shares of our Class A Ordinary Common Stock involves a high degree of risk. Before buying any 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 11 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. This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. 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. 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. Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. Neither we nor the Selling Stockholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.”

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