{"url_path":"/sec/shaz/8-k/2026-06-17/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-029052-index.html","accession_number":"0001493152-26-029052","cik":"0002068385","ticker":"SHAZ","issuer_name":"SharonAI Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-029052-index.html","primary_entity_key":"0002068385","primary_entity_name":"SharonAI Holdings Inc."},"word_count":174,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\nThe\nCompany will issue the Shares, the Pre-Funded Warrants and the Notes in reliance upon the exemption from registration provided by Section\n4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be\noffered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates\nevidencing such shares contain a legend stating the same.\n\n \n\nThe\nShares, the Notes and the shares of Common Stock issuable upon conversion of the Notes, the Pre-Funded Warrants and the shares of Common\nStock issuable upon exercise of the Pre-Funded Warrants, if any, have not been registered under the Securities Act and may not be offered\nor sold in the United States absent registration or an applicable exemption from registration requirements."}