Sharonai Holdings Inc

1. 1

   Ratification of Auditor Appointment

   ManagementBoard: FOR

   Ratify appointment of HoganTaylor LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 (advisory vote).

2. 2

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Alastair Cairns and Benjamin Adams as Class I directors until the 2029 annual meeting.

3. 3

   Approval of the Equity Plan Amendment Proposal

   ManagementBoard: FOR

   Approve Second Amendment to 2025 Omnibus Equity Incentive Plan to increase share reserve from 1,200,000 to 2,400,000 shares and add annual evergreen increases beginning January 1, 2027.

   More detail

   The proposal asks shareholders to approve a Second Amendment to the Company’s 2025 Omnibus Equity Incentive Plan, increasing the share reserve by 1,200,000 shares from 1,200,000 to 2,400,000 and adding an annual ‘evergreen’ increase mechanism beginning January 1, 2027. Management seeks approval to preserve the Company’s ability to grant equity awards — ISOs, nonstatutory options, SARs, RSUs and other stock-based awards — as part of compensation packages designed to attract, retain and motivate employees, directors and contractors. The board justifies the increase by citing historical burn rates, anticipated hiring and retention needs, and the need to align employee incentives with shareholder value. The amendment would add potential dilution of approximately 7.3% based on shares outstanding at the record date, increasing maximum potential dilution across all plans to about 14.4% — figures the company discloses and frames as reasonable. The inclusion of the evergreen provision ties future increases to a modest percentage (3%) of outstanding shares, limiting the size of automatic annual increases while simplifying administration. The board recommends FOR, noting stockholder approval is required for plan amendments and emphasizing governance controls including committee administration, limitations on counting reacquired shares, and clawback provisions tied to financial restatements. Potential investor concerns include dilution, executive compensation levels and the company’s historical high burn rate in 2025; the plan mitigates some concerns through limits on aggregate issuance, specific counting rules for reacquired shares, and board discretion on grants. Overall, the amendment is a typical management request to secure additional equity for incentive programs, with quantifiable dilution and standard governance safeguards; shareholders should weigh additional dilution against management’s retention and alignment rationale.

4. 4

   Approval of the Pre-Funded Warrant Exercise Proposal

   ManagementBoard: FOR

   Approve issuance of Class A Ordinary Common Stock upon exercise of pre-funded warrants held by Situational Awareness Partners LP, to permit exercise beyond 19.99% beneficial ownership in compliance with Nasdaq Listing Rule 5635(b).

   More detail

   This management proposal requests shareholder approval to permit the full exercise of pre-funded warrants issued to Situational Awareness Partners LP in the June 2026 Private Placement. The pre-funded warrants would otherwise be subject to ownership limitations that cap exercise to prevent the holder from owning more than 19.99% of outstanding shares absent shareholder approval; approval is required under Nasdaq Listing Rule 5635(b) because full exercise would result in the holder owning approximately 21.32% of outstanding common shares, representing the largest ownership position. Management frames the vote as a technical compliance matter with Nasdaq rules to allow the private placement to be fully consummated and to enable the holder to exercise warrants at a nominal exercise price. The issuance could be dilutive if exercised in full (6,374,823 shares), reducing existing holders’ ownership percentages and potentially affecting market price and voting power; the company discloses these dilution effects and states that the shares would be restricted until registered or exempt from registration. The board recommends FOR, arguing that the transaction was negotiated at market terms and that shareholder approval is needed to comply with listing rules and avoid ownership limit obstacles. Key considerations for sophisticated investors include the degree of potential dilution, the strategic rationale for the investor’s position (not detailed in the filing), the impact on control or influence given the ~21% stake post-exercise, and any contractual restrictions on transfer and registration timing that could limit immediate market impact.

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When is the Sharonai Holdings Inc 2026 annual meeting?

Sharonai Holdings Inc (SHAZ) holds its 2026 annual shareholder meeting on Thursday, August 27, 2026.

What is the record date for the Sharonai Holdings Inc 2026 meeting?

The record date for the Sharonai Holdings Inc 2026 meeting is Thursday, July 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sharonai Holdings Inc's 2026 meeting?

The board is presenting 2 director nominees at the Sharonai Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sharonai Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Sharonai Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.