SharonAI Holdings Inc. filed a Form 8-K with the SEC on August 7, 2026, disclosing that it delivered a notice through The Depository Trust Company to holders of its 4.75% Convertible Senior Notes advising them of a deadline to request inclusion in an existing Form S-1 registration statement.

Key Highlights

  • Notice date: The notice was delivered on August 7, 2026, through The Depository Trust Company.
  • Notes affected: The notice covers SharonAI's 4.75% Convertible Senior Notes, identified by CUSIP No. 778920 AC2.
  • Registration Statement: The applicable Form S-1 carries File No. 333-297885.
  • Deadline: Note holders wishing to be added as a "Selling Securityholder" were given until 5:00 p.m. EST on Monday, August 10, 2026, to submit their request.
  • Company status: SharonAI Holdings Inc. is designated as an emerging growth company under applicable SEC rules.
  • Exhibit: A copy of the notice is attached to the filing as Exhibit 99.1, described as "Notice to holders of 4.75% Convertible Senior Notes due 2032."

SharonAI Holdings Issues Time-Sensitive Notice on Convertible Note Registration

SharonAI Holdings Inc. (NASDAQ: SHAZ), a Delaware-incorporated company headquartered at 745 Fifth Avenue, Suite 500, New York, NY 10151, filed this current report to disclose a notice it transmitted to holders of its 4.75% Convertible Senior Notes due 2032. According to the filing, the notice was delivered through The Depository Trust Company and informed note holders that they had a narrow window to request inclusion as a "Selling Securityholder" in the company's pending Form S-1 registration statement, File No. 333-297885.

The filing states that note holders not currently listed in that registration statement and wishing to have their Notes registered were instructed to contact the company and its legal counsel at Sheppard Mullin by no later than 5:00 p.m. EST on August 10, 2026. The 8-K was signed by James Manning, CEO, on August 7, 2026. The notice itself is incorporated into the filing by reference as Exhibit 99.1, captioned "Notice to holders of 4.75% Convertible Senior Notes due 2032."

SharonAI Holdings has indicated in the filing that it qualifies as an emerging growth company as defined under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934. The company has not elected to forgo the extended transition period for complying with new or revised financial accounting standards, according to the filing's check-box disclosures.

What Was Disclosed

SharonAI Holdings disclosed that it notified holders of its 4.75% Convertible Senior Notes (CUSIP No. 778920 AC2) of a deadline to request inclusion as selling securityholders in the company's Form S-1 registration statement, with the deadline set for August 10, 2026, at 5:00 p.m. EST.