SHAZ 8-K
SharonAI Holdings Inc. (SHAZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting (as defined below) of SharonAI Holdings Inc. (the “Company”), stockholders approved the Second Amendment to the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”) to (i) increase the number of shares of Class A Ordinary Common Stock available for issuance under the Plan by 1,200,000 shares and (ii) provide that the number of shares of Class A Ordinary Common Stock available for issuance under the Plan will automatically increase on the first day of each calendar year beginning with January 1, 2027 and ending with the last January 1 during the initial ten-year term of the Plan (the “Plan Amendment”).
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 27, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on July 2, 2026 (the “Record Date”), there were 35,268,686 shares of our Class A Ordinary Common Stock, each entitled to one vote per share, and 136,341 shares of our Class B Super Common Stock, each entitled to 160 votes per share, outstanding (the Class A Ordinary Common Stock and the Class B Super Common Stock referred to herein as “Common Stock”).
Accordingly, as of the Record Date, there were 35,268,686 Class A Ordinary Common Stock votes and 21,814,560 Class B Super Common Stock votes, respectively, available to be cast, for a total of 57,083,246 votes available to be cast. At the Annual Meeting, the holders of 39,140,969 votes of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 13, 2026.
Proposal 1 - Ratification of the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 39,122,627 | 15,923 | 2,419 | 0 |
The ratification of the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved by the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.
Proposal 2 - Election of Alastair Cairns and Benjamin Adams as Class I directors of the Company to serve until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified.
| Nominee | FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||
| Alastair Cairns | 35,316,798 | 29,601 | 901,421 | 2,893,149 | ||||
| Benjamin Adams | 36,245,431 | 1,123 | 1,266 | 2,893,149 |
Each of the director nominees, Alastair Cairns and Benjamin Adams, received a majority of the votes cast and was elected as a Class I director of the Company, to serve until the 2029 annual meeting of stockholders or until his successor is elected and qualified.
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Proposal 3 – Approval of the Second Amendment to the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 34,988,378 | 1,259,037 | 405 | 2,893,149 |
The Second Amendment to the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan was approved by the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.
Proposal 4 – Approval of the issuance of shares of the Company’s Class A Ordinary Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Class A Ordinary Common Stock, in accordance with Nasdaq Listing Rule 5635(b).
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
| 32,434,599 | 7,903 | 1,407 | 2,893,149 |
The issuance of shares of the Company’s Class A Ordinary Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Class A Ordinary Common Stock, in accordance with Nasdaq Listing Rule 5635(b), was approved by the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amendment to SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SHARONAI HOLDINGS INC. | ||
| Dated: August 28, 2026 | By: | /s/ James Manning |
| Name: | James Manning | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SECOND AMENDMENT
TO
SHARONAI HOLDINGS INC.
2025 OMNIBUS EQUITY INCENTIVE PLAN
This SECOND AMENDMENT TO SHARONAI HOLDINGS INC. 2025 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 27th day of August, 2026, by the Board of Directors (the “Board”) of SharonAI Holdings Inc., a Delaware corporation (the “Company”), pursuant to Section 12 of the Plan. All terms used by not defined herein shall have the meaning set forth in the Plan.
RECITALS
WHEREAS, the Board may amend, alter or terminate the Plan pursuant to Section 12 of the Plan, provided that no such action shall materially and adversely affect any Award outstanding at the time of such amendment without such Participant’s consent (the “Amendment Conditions”); and
WHEREAS, this Amendment satisfies the Amendment Conditions.
AGREEMENT
NOW, THEREFORE, as of the Effective Date, the Plan is hereby amended as follows:
1. Shares Reserved for Issuance Under the Plan. Section 4(a) and Section 4(c) of the Plan shall hereby be amended as follows:
(a) The references to 1,200,000 shares in Sections 4(a)(i) and 4(c) of the Plan are hereby replaced with 2,400,000 shares.
(b) The following language “with the first January 1 following the Effective Date” in Section 4(a)(ii) shall be hereby be amended and replaced in its entirety with “January 1, 2027”.
2. Miscellaneous.
(a) Amendments. Except as specifically modified herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth in this Amendment. Upon the effectiveness of this Amendment, each reference in the Plan to “the Plan,” “hereunder,” “herein,” or words of similar import shall mean and be a reference to the Plan as amended by this Amendment.
(b) Severability. Each provision of this Amendment shall be considered severable and if for any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and illegal.
(c) Governing Law. This Amendment shall be governed in accordance with the laws of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
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