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SharonAI Holdings Inc. (SHAZ) filed an amended Form S-1 registering up to 8,024,802 shares of Class A Ordinary Common Stock for resale by existing selling stockholders, consisting of shares issued upon conversion of 12% Convertible Notes first issued in December 2025. This is a secondary offering; the company is not selling any securities and will not receive proceeds from these resales. SHAZ’s stock trades on the Nasdaq Capital Market, with a last reported price of $76.47 on August 14, 2026. The prospectus describes SharonAI as an Australian “neocloud” operator focused on AI and high-performance computing, outlines major growth milestones, large multi-year AI infrastructure contracts, substantial prior financings, and extensive risk factors including continued losses, capital intensity, customer concentration, dependence on NVIDIA GPUs and NEXTDC data centers, and significant financing and execution risk on recently announced billion‑dollar contracts.
SharonAI Holdings Inc. has registered for resale $691,700,000 principal amount of 4.75% Convertible Senior Notes due 2032 and up to 26,017,577 Class A Ordinary Common Shares held by selling securityholders. The shares comprise 10,419,896 existing shares, 2,674,823 shares issuable from pre-funded warrants, and 12,922,858 shares issuable upon conversion of the Notes. The company is not selling securities in this registration and will receive no proceeds from any resale.
The Notes bear 4.75% interest, payable quarterly, and are convertible at an initial rate of 10.0343 shares per $1,000 (implying a $99.66 conversion price), subject to a maximum 14.5496 conversion rate and a $68.73 price floor. Maturity is June 15, 2032, with certain conversion and repurchase rights on a Fundamental Change. SharonAI operates AI and high-performance computing "neocloud" infrastructure in Australia, supported by large multi-year GPU deployment contracts and strategic partnerships with NVIDIA, NEXTDC, Cisco and others, but highlights extensive risks around customer concentration, financing needs, supplier dependence, data center concentration and execution of large-scale GPU projects.
SharonAI Holdings Inc. received an amended Schedule 13G reporting significant ownership of its Class A Ordinary Common Stock. Integrated Core Strategies (US) LLC reports 1,559,877 shares, representing 4.3% of the class. Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report 1,742,894 shares, or 4.8% of the class.
The reporting persons state that, as of this date, they beneficially own more than 5 percent of this class in the aggregate, with shared voting and dispositive power over the reported shares and no sole voting or dispositive power. A joint filing agreement among the four reporting persons is included as an exhibit.
Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Situational Awareness Partners LP, Leopold Aschenbrenner, and Carl Shulman report beneficial ownership of 7,563,029 shares of SharonAI Holdings Inc. Class A Ordinary Common Stock, representing 19.9% of the class.
The position consists of 5,396,127 Class A shares and warrants to purchase 2,674,823 additional shares, subject to a 19.99% beneficial ownership limitation. The percentage is based on 35,667,164 Class A shares outstanding as of July 30, 2026. The stake is held on behalf of Situational Awareness Partners LP, and the reporting persons state the securities were not acquired to change or influence control of SharonAI Holdings.
SharonAI Holdings Inc. filed a prospectus supplement under existing resale registrations covering 5,302,072 Class A shares, up to 444,982 Class A shares issuable upon exercise of public and private warrants, $350,000,000 of 6.00% Convertible Senior Notes due 2031, and up to 11,292,009 Class A shares issuable on conversion of those notes. The supplement incorporates the June 30, 2026 quarterly report.
For Q2 2026, total revenue rose to $1.93 million from $0.38 million, driven by GPU infrastructure services, but SharonAI reported a net loss attributable to the company of $428.3 million, largely reflecting a $400.4 million fair value loss on December 2025 convertible notes. Six‑month net loss was $448.2 million. After large equity and debt financings, cash and cash equivalents reached $1.86 billion, total assets $2.32 billion, and stockholders’ equity improved to $1.13 billion.
The company issued $350 million of 6.00% Convertible Senior Notes due 2031 and $700 million of 4.75% Convertible Senior Notes due 2032, and raised roughly $900 million via a private placement of common stock and pre‑funded warrants. It also disclosed major multi‑year AI cloud and infrastructure commitments, including a $1.26 billion ESDS services arrangement, a roughly $950 million cloud infrastructure agreement, and an AI infrastructure collaboration with NVIDIA involving up to 40,000 Grace Blackwell GB300 GPUs and about $4 billion of related hardware procurement.
SharonAI Holdings Inc. filed a prospectus supplement to two existing resale registration statements covering 5,302,072 Class A shares, up to 214,982 Class A shares issuable upon exercise of certain private warrants, 230,000 shares underlying public warrants, $350,000,000 of 6.00% Convertible Senior Notes due 2031, and up to 11,292,009 Class A shares issuable upon conversion of those notes. The supplement incorporates the company’s Form 10‑Q for the quarter ended June 30, 2026.
For that quarter, SharonAI reported total assets of $2.32 billion, including cash and cash equivalents of $1.86 billion, and total liabilities of $1.19 billion. Revenue was $1.93 million, primarily from GPU infrastructure services, and net loss attributable to the company was $428.3 million, largely driven by a $400.4 million fair value loss on convertible notes. Significant recent financings included $350 million of 6.00% Convertible Senior Notes due 2031, $700 million of 4.75% Convertible Senior Notes due 2032, and a private placement raising approximately $900 million through Class A shares and pre‑funded warrants.
SharonAI Holdings Inc. is registering 8,021,282 shares of Class A Ordinary Common Stock for resale by selling stockholders, all issued upon conversion of 12% Convertible Notes from December 2025. The company is not selling shares in this offering and will receive no proceeds.
SharonAI operates as an Australian “neocloud” focused on AI and high‑performance computing, providing GPU-based infrastructure using NVIDIA B200, B300 and anticipated GB300 GPUs, primarily through data centers operated by NEXTDC. It has secured large multi‑year AI infrastructure contracts, significant data center capacity and multiple convertible and straight debt financings to fund growth.
Risk disclosures emphasize a limited operating history and continuing losses, dependence on raising substantial capital, heavy customer and supplier concentration (including NVIDIA and NEXTDC), execution and financing risk on multi‑hundred‑million‑dollar contracts, high leverage and potential dilution from substantial outstanding and future convertible securities.
SharonAI Holdings Inc. is registering for resale by selling securityholders 26,017,577 shares of Class A Ordinary Common Stock and $691,700,000 principal amount of 4.75% Convertible Senior Notes due 2032. The company is not selling securities in this transaction and will not receive proceeds from these resales.
The registered shares comprise 10,419,896 existing common shares, 2,674,823 shares issuable upon exercise of pre-funded warrants, and up to 12,922,858 shares issuable upon conversion of the notes at a maximum conversion rate of 14.5496 shares per $1,000 of principal plus accrued interest. The initial conversion rate is 10.0343 shares per $1,000, equivalent to a conversion price of about $99.66 per share, with a conversion price floor of $68.73.
SharonAI operates as an Australian “neocloud” provider focused on AI and high-performance computing infrastructure, partnering with NVIDIA, NEXTDC, Cisco, Lenovo, VAST and others. It has signed multi-year AI infrastructure contracts, including agreements with Canva, GMI Cloud US Inc., ESDS Software Solutions Ltd. and a global technology customer, and a six-year strategic compute collaboration with NVIDIA involving up to 40,000 Grace Blackwell GB300 GPUs.
SharonAI Holdings Inc. filed an amended quarterly report to correct previously reported 2025 net loss per share and related weighted-average share counts in the statements of operations, statements of stockholders’ equity, and Note 21 for the three and six months ended June 30, 2025. No other disclosures from the earlier filing are updated.
For the three months ended June 30, 2026, revenue was $1,931,381 with a net loss attributable to the company of $428,302,926, or $(22.84) per basic and diluted share. For the six months ended June 30, 2026, revenue totaled $2,225,396, and the net loss attributable to the company was $448,218,692, or $(27.38) per share.
Results were heavily affected by non‑operating fair value changes, including a $470,668,608 loss from the change in fair value of convertible notes for the first half of 2026. During the same period, the company issued 23,108,239 Class A shares and pre‑funded warrants, increasing Class A shares outstanding to 35,667,164 as of August 5, 2026 and lifting total equity attributable to SharonAI Holdings Inc. to $1,129,832,778.