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SharonAI Holdings, Inc. 424B Filings

SHAZ NASDAQ

Every 424B that SharonAI Holdings, Inc. (SHAZ) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow SHAZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SHAZ filings page.

Rhea-AI Summary

SharonAI Holdings Inc. (SHAZ) filed a prospectus supplement to update several existing resale prospectuses for its Class A Ordinary Common Stock and its 6.00% Convertible Senior Notes due 2031 and 4.75% Convertible Senior Notes due 2032. The update incorporates a recent Current Report on Form 8-K.

On August 21, 2026, SharonAI, its subsidiary guarantors and U.S. Bank Trust Company, National Association entered into a First Supplemental Indenture to the May 18, 2026 Base Indenture governing the 6.00% Convertible Senior Notes due May 1, 2031. With the consent of the Required Holders, the amendments remove certain restrictive covenants on incurring, maintaining and repaying indebtedness and granting liens, and revise Section 5.14 to clarify permitted charter amendments, equity repurchases and related-party transactions while deleting other subsections and Section 5.17 as “Intentionally Omitted.” SharonAI’s Class A Ordinary Common Stock trades on Nasdaq under the symbol SHAZ, with a last reported price of $59.59 on August 26, 2026.

Rhea-AI Summary

SharonAI Holdings Inc. (SHAZ) filed a prospectus supplement to four existing resale registration statements, covering: 5,302,072 Class A ordinary shares; up to 214,982 additional shares issuable upon exercise of certain private warrants; up to 230,000 shares underlying public warrants; $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031 and up to 11,292,009 shares issuable upon their conversion; $691,700,000 principal amount of 4.75% Convertible Senior Notes due 2032 and up to 26,017,577 shares; and 8,056,699 additional Class A shares.

The supplement incorporates a Form 8-K describing a First Supplemental Indenture for the 6.00% notes. With consent from the required holders, SharonAI and its subsidiary guarantors amended the base indenture to remove certain restrictive covenants on incurring, maintaining and repaying indebtedness and granting liens, and to make conforming and technical changes, including redefining certain terms and omitting several prior covenant sections. SharonAI’s Class A stock trades on Nasdaq under “SHAZ,” and the last reported price on August 26, 2026 was $59.59 per share.

Rhea-AI Summary

SharonAI Holdings Inc. (SHAZ) filed a prospectus supplement to update several existing resale prospectuses covering multiple classes of its securities, including 5,302,072 shares of Class A Ordinary Common Stock, additional shares issuable upon warrant exercise, and shares and notes tied to its 6.00% and 4.75% Convertible Senior Notes. The supplement incorporates a Current Report on Form 8‑K dated August 26, 2026.

The 8‑K describes a First Supplemental Indenture dated August 21, 2026 for the 6.00% Convertible Senior Notes due May 1, 2031. With the consent of the Required Holders, SharonAI and its subsidiary guarantors amended the base indenture to remove certain restrictive covenants on incurring, maintaining and repaying indebtedness and granting liens, and to make conforming and technical changes. The amendment also clarifies permitted charter changes, restricts equity repurchases of officers’ and directors’ securities above an aggregate $100,000, prohibits cash dividends on equity securities, and requires certain affiliate transactions to be on an arm’s‑length basis and approved by a majority of disinterested directors. SharonAI’s Class A Ordinary Common Stock trades on the Nasdaq Capital Market under the symbol SHAZ, and the last reported sale price on August 26, 2026 was $59.59 per share.

Rhea-AI Summary

SharonAI Holdings Inc. (SHAZ) filed a prospectus supplement to several existing resale prospectuses covering multiple classes of already-issued securities, including 5,302,072 shares of Class A Ordinary Common Stock, additional shares issuable upon warrant exercise, and resale-related tranches of its $350,000,000 6.00% Convertible Senior Notes due 2031 and $691,700,000 4.75% Convertible Senior Notes due 2032 together with the underlying Class A shares. The supplement incorporates by reference a recently filed Current Report on Form 8-K.

The Form 8-K describes a First Supplemental Indenture entered on August 21, 2026 for the 6.00% Convertible Senior Notes due 2031. With the consent of the Required Holders, SharonAI and its subsidiary guarantors amended the base indenture to remove certain restrictive covenants on incurring, maintaining and repaying indebtedness and granting liens, and to make conforming and technical changes, including revisions to several defined terms and the negative covenant package in Section 5.14. SharonAI’s Class A Ordinary Common Stock trades on the Nasdaq Capital Market under the symbol SHAZ; on August 26, 2026, the last reported sales price was $59.59 per share.

Rhea-AI Summary

SharonAI Holdings Inc. (SHAZ) is registering for resale up to 8,056,699 shares of Class A Ordinary Common Stock, all to be sold from time to time by existing selling stockholders. These shares were issued upon conversion of 12% Convertible Notes originally issued in December 2025, and SharonAI will not receive any proceeds from their sale.

SharonAI operates an AI/HPC "neocloud" platform and data-center asset business centered in Australia, partnering with NVIDIA, NEXTDC, Cisco, Lenovo, VAST and others. The company highlights rapid expansion through large AI infrastructure contracts, significant GPU deployments and data center capacity commitments, while disclosing substantial operating losses, customer and supplier concentration, financing needs, and execution risks.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

SharonAI Holdings Inc. files a prospectus supplement updating resale registrations for multiple securities, including 5,302,072 shares of Class A common stock and $350,000,000 principal amount of 6.00% convertible senior notes due 2031 (and related shares issuable on conversion).

The supplement incorporates a Form 8-K that discloses private placements closed in June 2026: an Equity Offering (approximately 6,719,896 shares sold at $68.73 per share plus 6,374,823 pre-funded warrants) for aggregate gross proceeds of approximately $900 million, and a Notes Offering (issued in June 2026) of convertible senior notes with an initial aggregate principal of $700 million (4.75% convertible notes due 2032) with an initial conversion rate equal to 10.0343 shares per $1,000 (approx. $99.66 conversion price).

Rhea-AI Summary

SharonAI Holdings Inc. is supplementing prior prospectuses to register multiple securities and to update investors on financing transactions disclosed in a Form 8-K. The cover lists 5,302,072 shares of Class A Common Stock, up to 214,982 shares upon exercise of certain private warrants, up to 230,000 shares underlying public warrants, $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031, and up to 11,292,009 shares issuable on conversion of those notes.

The supplement attaches a Current Report on Form 8-K describing equity and note private placements closed in June 2026: an Equity Offering that issued approximately 6,719,896 shares at $68.73 per share and pre-funded warrants exercisable for up to 6,374,823 shares (aggregate gross proceeds of approximately $900 million), and a Notes Offering that issued convertible notes including $700 million of 4.75% convertible senior notes due 2032 and related registration rights and indenture terms (conversion mechanics, ownership blockers, repurchase rights and events of default are summarized).

Rhea-AI Summary

SharonAI Holdings Inc. files a prospectus supplement and Form 8-K/A updating private equity and convertible note offerings and related registration rights. The supplement covers (i) an Equity Offering of approximately 6,719,896 shares and associated pre-funded warrants at a $68.73 per-share purchase price and aggregate equity proceeds of approximately $900 million, and (ii) a Convertible Notes Offering of $700 million aggregate principal amount of 4.75% Convertible Senior Notes due 2032 with an initial conversion price of approximately $99.66 per share (conversion rate of 10.0343 shares per $1,000). The filing revises prior disclosures and attaches the corrected Current Report on Form 8-K/A.

Rhea-AI Summary

SharonAI Holdings Inc. entered into securities purchase agreements for a private equity offering and a convertible notes offering and filed prospectus supplements and an amended Current Report to update terms.

The Equity Offering covers approximately 6,719,896 shares of Class A common stock and pre-funded warrants to purchase up to 6,374,823 shares for aggregate gross proceeds of approximately $900,000,000. The Notes Offering covers $700,000,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2032 convertible initially at 10.0343 shares per $1,000 (approximate conversion price $99.66 per share).

Rhea-AI Summary

Registration covers 5,302,072 shares of Class A Ordinary Common Stock. This prospectus supplement dated June 26, 2026 updates the April 21, 2026 prospectus and attaches the Company’s Form 10-Q for the quarter ended March 31, 2026. The filing reports $164,288,288 in cash, a net loss of $20,011,821 for Q1 2026, and discloses material post-period items including a proposed $350.0 million convertible note placement and long-term customer contracts totaling approximately $1.26B and $950M. Shares outstanding were 16,607,910 Class A and 136,341 Class B as of May 13, 2026. The supplement should be read with the Prospectus.

Rhea-AI Summary

SharonAI Holdings Inc. files a prospectus supplement updating prior resale and convertible-note prospectuses to register multiple securities, including 5,302,072 shares of Class A common stock, up to 214,982 shares upon exercise of private warrants, up to 230,000 shares underlying public warrants, $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031, and up to 11,292,009 shares issuable on conversion of such notes.

The supplement attaches Form 8-Ks filed June 12, 2026, which disclose that the Company issued 7,649,523 Conversion Shares on June 11, 2026 upon conversion of approximately $97,475,184 of convertible notes at a conversion price of $12.53 per share. The 8-Ks also disclose a six-year strategic compute collaboration with NVIDIA with a contract value of $4.88 billion, a planned 72MW AI factory in Australia and deployment of up to 40,000 Grace Blackwell GB300 GPUs; SharonAI reports total AI factory capacity rising to 132MW, with 102MW contracted and an expectation of more than 55,000 NVIDIA GPUs deployed by mid 2027.

Rhea-AI Summary

SharonAI Holdings Inc. files a prospectus supplement updating two prior resale prospectuses and disclosing related Form 8-K items. The supplement lists a combined registration covering 5,302,072 shares of Class A common stock, up to 214,982 shares upon exercise of certain private warrants, up to 230,000 shares underlying public warrants, $350,000,000 principal of 6.00% Convertible Senior Notes due 2031 and up to 11,292,009 shares issuable on conversion of those notes.

The Form 8-K disclosures record (i) the issuance on June 11, 2026 of 7,649,523 Conversion Shares upon conversion of approximately $97,475,184 principal of convertible notes plus $1,954,845 of accrued interest at a conversion price of $12.53 per share, and (ii) a six-year strategic compute collaboration with NVIDIA having a contract value of up to $4.88 billion, to deploy 72MW of new capacity and up to 40,000 Grace Blackwell GB300 GPUs, expanding SharonAI's total AI factory capacity to 132MW with 102MW contracted and a company expectation of more than 55,000 NVIDIA GPUs by mid-2027.

Rhea-AI Summary

SharonAI Holdings Inc. registers up to 11,292,009 shares and $350,000,000 of 6.00% convertible senior notes due 2031 for resale by the selling securityholders. The prospectus covers the Notes (6.00% interest, maturity May 1, 2031) and the maximum number of Shares issuable upon conversion at a maximum Conversion Rate of 24.8750 shares per $1,000.

The Notes are convertible at holders’ option at an initial Conversion Rate of 20.7292 shares per $1,000 (≈$48.24 conversion price), with customary adjustment provisions and a Conversion Price floor of $40.201. The company will not receive proceeds from resale by the Selling Securityholders.

Rhea-AI Summary

SharonAI Holdings Inc. is offering 4,166,666 shares of Class A ordinary common stock at a public offering price of $30.00 per share.

The offering is expected to raise gross proceeds of approximately $125,000,000, with estimated net proceeds of about $118.91 million after underwriting discounts and estimated offering expenses; the Company intends to use proceeds to acquire additional GPU-focused equipment and for working capital and general corporate purposes. The underwriters have a 45-day over-allotment option for an additional 625,000 shares.

The Company completed a Business Combination on December 17, 2025, changed its name to SharonAI Holdings Inc., and currently trades on the OTC Pink under the symbol SHAZ with a last reported OTC sale price of $1.90 as of February 17, 2026. The Company intends to apply to list on the Nasdaq Capital Market under the symbol SHAZ.

Rhea-AI Summary

SharonAI Holdings Inc. has filed a prospectus covering resale of up to 5,302,072 shares of Class A Ordinary Common Stock and up to 214,982 additional shares issuable upon exercise of Private Warrants, plus primary issuance of up to 230,000 shares underlying Public Warrants.

These securities stem from its December 2025 business combination, convertible note conversions and SPAC-era warrants with a cash exercise price of $575.00 per share, which could raise about $256 million if all 444,982 warrants are exercised for cash.

SharonAI highlights rapid expansion in AI/HPC infrastructure, including an Australian cloud platform and U.S. data center development, funded by a $2.25 million 10% convertible note round and a much larger approximately $103 million AU Convertible Note financing. It also completed a 1‑for‑50 reverse stock split and reduced authorized common stock, positioning the capital structure for future growth and financings.

Recent developments include acquiring additional Texas land for a 250 MW sustainable data center project, then agreeing to sell its 50% interest in Texas Critical Data Centers LLC for up to $70 million in cash, NUAI equity and a secured convertible note. Governance is evolving as long‑time executive Wolfgang Schubert resigned as CEO and director in January 2026, transitioning to a consulting role, while chairman James Manning became CEO under a new employment agreement.