8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 23, 2025

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

745 Fifth Avenue, Suite 500,

New York, NY 10151

(Address of principal executive offices, including zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 23, 2025, SharonAI Holdings Inc. (the “Company”), filed a certificate of amendment to its certificate of incorporation with the Delaware Secretary of State, which by its terms becomes effective at 9:30am ET on December 24, 2025, to (i) effectuate a 1-for-50 reverse stock split of its outstanding common stock, including both shares of its Class A Ordinary Common Stock and Class B Super Common Stock, and (ii) reduce its authorized common stock to 100,136,341 shares, being 100,000,000 shares of Class A Ordinary Common Stock and 136,341 shares of Class B Super Common Stock. The certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K. Prior to the reverse split, approximately 598,418,249 shares of common stock were issued and outstanding, being approximately 591,601,301 shares of Class A Ordinary Common Stock and 6,816,948 shares of Class B Super Common Stock. After the reverse split, approximately 11,968,367 shares of common stock, being approximately 11,832,026 shares of Class A Ordinary Common Stock and approximately 136,341 shares of Class B Super Common Stock, will be issued and outstanding (after adjustment for, and subject to further adjustment for, settlement of fractional shares that will be rounded up to the nearest whole share). The certificate of amendment for the reverse split and reduction in authorized common stock was approved by our stockholders pursuant to a written consent dated December 14, 2025. In addition to reducing the shares of common stock outstanding, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options, warrants and unit purchase options and conversion of convertible notes outstanding immediately prior to the reverse stock split, with a proportional increase in the respective exercise/conversion prices.

Thedescription of the certificate of amendment to its certificate of incorporation is only a summary and is qualified in its entirety byreference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporatedherein by reference.

Item8.01. Other Events**.**

The Company received notice from FINRA/OTC Corporate Actions that the reverse stock split described above under Item 5.03 will take effect at the open of business on Wednesday December 24, 2025. A “D” will be placed on the Company’s ticker symbol, SHAZ, for 20 business days to alert the public of the split. The trading symbol for the Company’s Class A Ordinary Common Stock will remain “SHAZ.” The new CUSIP number for the Company’s Class A Ordinary common Stock following the reverse stock split will be 778920 306.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

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SIGNATURE

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.

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Exhibit 3.1

CERTIFICATE OF AMENDMENT to theCERTIFICATE OF INCORPORATION of SHARONAI HOLDINGS INC.

SHARONAI HOLDINGS INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of on December 30, 2024, as amended and restated on December 16, 2025 (collectively, the “Certificate of Incorporation”).

2. ARTICLE FOURTH of the Corporation’s Certificate of Incorporation shall be amended and restated in its entirety as follows:

“FOURTH: The total number of shares of stock of all classes of capital stock that the Corporation is authorized to issue is 101,136,341, of which 100,136,341shares shall be shares of common stock having a par value of $0.0001 per share (“Common Stock”) and 1,000,000 shares shall be shares of preferred stock having a par value of $0.0001 per share (“Preferred Stock”). The class of Common Stock shall be subdivided into two series consisting of 100,000,000 shares designated as Class A Ordinary Common Stock, (the “Class A Common Stock”), and 136,341 shares designated as Class B Super Common Stock (the “Class B Common Stock”). For the avoidance of doubt, the Class A Common Stock and the Class B Common Stock are separate series within the class of Common Stock, and not separate classes of stock. Except as otherwise provided in any certificate of designation of any series of Preferred Stock or in Sections 242(d)(1) or (d)(2) of the DGCL, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Reverse Stock Split. Upon the effectiveness (the “Effective Time”) of this Certificate of Amendment pursuant to the Section 242 of the General Corporation Law of the State of Delaware, (a) each fifty (50) shares of the Corporation’s Class A Ordinary Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Class A Ordinary Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Class A Ordinary Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable shares of Class A Ordinary Common Stock (the “New Class A Ordinary Common Stock”), and (b) each fifty (50) shares of the Corporation’s Class B Super Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Class B Super Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Class B Super Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable shares of Class B Super Common Stock (the “New Class B Super Common Stock”), subject in each case to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The conversion of the Old Class A Ordinary Common Stock into New Class A Ordinary Common Stock and the conversion of the Old Class B Super Common Stock into New Class B Super Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Class A Ordinary Common Stock shall represent the number of shares of New Class A Ordinary Common Stock into which such Old Class A Ordinary Common Stock shall have been converted pursuant to this Certificate of Amendment, and certificates representing the Old Class B Super Common Stock shall represent the number of shares of New Class B Super Common Stock into which such Old Class B Super Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Class A Ordinary Common Stock or New Class B Super Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Class A Ordinary Common Stock or New Class B Super Common Stock, as applicable, in lieu of any fractional share created as a result of such Reverse Stock Split.

3. The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

5. This Certificate of Amendment shall become effective at 9:30 am ET on December 24, 2025.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 22^nd^ day of December, 2025.

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