Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information described above under

Entry into a Material Definitive Agreement. On September 28, 2026, SAI AU No. 1 Pty Ltd and SAI AU No. 3 Pty Ltd (together, the “ Borrowers ”), each an Australian proprietary limited company and an indirect wholly owned subsidiary of SharonAI Holdings Inc. (the “ Company ”), entered into a syndicated facility agreement (the “ Facility Agreement ”) with the lenders party thereto (the “ Lenders ”), Global Loan Agency Services Australia Specialist Activities Pty Limited, as agent (the “ Agent ”)…

Changes in Registrant’s Certifying Accountant. On September 20, 2026, following approval by the Audit Committee (the “Committee”) of the Board of Directors of SharonAI Holdings Inc. (the “Company”), the Company informed HoganTaylor LLP (“HoganTaylor”) that they will not be continuing as the Company’s independent registered public accounting firm. The Company thanks HoganTaylor for their services and valued contributions. Also, on and effective as of September 23, 2026, the Committee approved…

Changes in Registrant’s Certifying Accountant” in the Original Filing. Other than as stated above, no other changes have been made from the Original Filing. - 2 -

Changes in Registrant’s Certifying Accountant. On September 23, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject…

Entry into a Material Definitive Agreement. On September 8, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645 215 194) (“SharonAI Australia”), entered into a Deed of Release (the “Deed of Release”) with Andrew Leece, a co-founder of the Company and its former Chief Operating Officer. Mr. Leece was previously employed as Chief Operating Officer pursuant to an executive employment contract dated April 30, 2026 (the “Leece Employmen…

The provided text is only the standard header for Item 5.02 and does not contain any specific details about a person, role, or action, making it impossible to classify a specific event.

The filing discloses an amendment to an equity incentive plan, which is a compensatory arrangement rather than a change in management personnel.

COO — David Burns: The filing announces the appointment of a new COO, David Burns, who is succeeding an internal executive (Andrew Leece) that is transitioning to a different role rather than leaving the company.

Entry into a Material Definitive Agreement. The information contained below in

Entry into a Material Definitive Agreement First Supplemental Indenture On August 21, 2026, following receipt of the requisite consents from holders of the Notes (as defined below), SharonAI Holdings Inc. (the “Company”), as issuer, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, entered into the First Supplemental Indenture, dated as of August 21, 2026 (the “First Supplemental Indenture”), to the Indenture, dated as of May 18, 2026 (the…

Results of Operations and Financial Condition. On August 6, 2026, the Company issued a press release and will hold a conference call regarding its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The Company also posted its Second Quarter 2026 Results Presentation (the “Presentation”) to the “Investor Relations” section of its website at https://sharonai.com/investors/ . A cop…

Termination of a Material Definitive Agreement. The information contained below in

CFO — Anuj Goel: The filing discloses the appointment of a new external CFO, Anuj Goel, which is a significant management change but not a departure.

Entry into a Material Definitive Agreement. The information contained below in

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement Securities Purchase Agreements – Equity On June 17, 2026, SharonAI Holdings Inc. (the “Company”), filed a Current Report on Form 8-K disclosing the entry into (i) Securities Purchase Agreements (the “Equity Purchase Agreements”) dated June 17, 2026, with certain qualified institutional buyers and institutional accredited investors relating to the private offering (the “Equity Offering”) of approximately (A) 6,719,896 shares (the “Shares”) of the Comp…

Entry into a Material Definitive Agreement Securities Purchase Agreement – Equity On June 17, 2026, SharonAI Holdings Inc. (the “Company”) entered into a Securities Purchase Agreements (the “Equity Purchase Agreement”) with certain qualified institutional and accredited buyers relating to the private offering (the “Equity Offering”) of approximately (i) 6,719,896 shares (the “Shares”) of the Company’s Class A ordinary common stock, par value $0.0001 per share (“Common Stock”) at a purchase pr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement Securities Purchase Agreement – Equity On June 17, 2026, SharonAI Holdings Inc. (the “Company”) entered into a Securities Purchase Agreements (the “Equity Purchase Agreement”) with certain qualified institutional and accredited buyers relating to the private offering (the “Equity Offering”) of approximately (i) 6,719,896 shares (the “Shares”) of the Company’s Class A ordinary common stock, par value $0.0001 per share (“Common Stock”) at a purchase pr…

Unregistered Sales of Equity Securities. The information set forth under

Unregistered Sales of Equity Securities. On June 11, 2026, SharonAI Holdings Inc. (the “Company”) issued 7,649,523 shares of its Class A Ordinary Common Stock, par value $0.0001 per share (the “Conversion Shares”) upon conversion of an aggregate principal amount of approximately US$97,475,184 of unsecured, redeemable, convertible notes (the “Notes”), together with US$1,954,845 of accrued and unpaid interest thereon pursuant to the terms of that certain Convertible Note Agreement (the “Agreeme…