SHAZ Sharonai Holdings Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

The
information contained below in Item 5.02 related to the Director Appointment Letter (as defined below) is hereby incorporated by reference
into this Item 1.01.

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On
May 21, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed
Mr. Andrew Penn to serve as a member of, and as the Chair of, the Board, effective upon his countersigning the Director Appointment Letter
(defined below), to fill a vacancy on the Board of Directors.

Mr. Penn was
elected as a Class II director and will serve on the Board until the Company’s 2027 annual meeting of stockholders
at which time he will stand for election alongside the Company’s other Class II directors. The Board has appointed Mr. Penn
to serve as a member of the Corporate Governance and Nominating Committee, the Compensation Committee and the Audit and
Risk Management Committee.

Mr.
Penn Andrew Penn is a global business and technology leader with deep experience across financial services, technology, telecommunications,
and both digital and physical infrastructure. He currently serves as a Non-Executive Director of Coles Group Limited (ASX: COL) and is
Chair of its Audit and Risk Committee. He is also Chair of Visit Victoria and a Senior Adviser with McKinsey & Company.

Mr.
Penn previously served as Chief Executive Officer and Managing Director of Telstra Corporation Limited (ASX: TLS) from 2015 to 2022,
leading one of Australia’s largest telecommunications and technology companies through major strategic, operational, and technology
transformation. Prior to Telstra, he was Chief Executive Officer of AXA Asia Pacific Holdings from 2006 to 2011, overseeing a large-scale
financial services business across multiple Asia-Pacific markets.

Mr.
Penn has also served as Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies, reflecting
significant experience in cyber risk governance and national digital resilience. In recognition of his contributions, he was appointed
an Officer of the Order of Australia (AO) in the 2023 Australia Day Honours for distinguished service to business, charitable organizations,
youth, and the arts.

There is no
arrangement or understanding with any person pursuant to which Mr. Penn was appointed as a member of the Board. There are no transactions
or relationships between the Company and Mr. Penn that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Penn’s
appointment to the Board, Mr. Penn entered into a Director Appointment Letter dated May 20, 2026, with the Company (the “Director
Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Penn will receive: (a) an initial once-off grant of 40,000
restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest in equal amounts on the first anniversary
of the date of grant, on the second anniversary of the date of grant and on the third anniversary of the date of grant, (b) an annual
grant of 6,944 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary
of the date of grant; and (c) annual cash compensation of $165,000.

The
description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such
document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item
7.01 Regulation FD Disclosure.

On
May 22, 2026, the Company issued a press release announcing the appointment of Andrew Penn to the Board. The press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference
into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation
language in such filings.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

10.1

Director
Appointment Letter by and between Andrew Penn and SharonAI Holdings Inc. dated May 21, 2026

99.1

Press
Release dated May 22, 2026

104

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