Sharon AI (NASDAQ: SHAZ) raises US$1.6B for NVIDIA-backed AI expansion
Rhea-AI Filing Summary
SharonAI Holdings Inc. has closed a US$1.6 billion strategic financing through oversubscribed private placements. The deal includes approximately US$900 million split between 6,719,896 newly issued Class A shares and pre-funded warrants for 6,374,823 additional shares, plus US$700 million of 4.75% Convertible Senior Notes due 2032 sold to qualified institutional buyers.
The company plans to use the proceeds to support its six-year strategic compute collaboration with NVIDIA, including deploying up to 40,000 Grace Blackwell GB300 GPUs in one of Australia’s largest AI factories, and to fund broader expansion of its AI cloud and data center footprint.
Positive
- Sharon AI completed an oversubscribed US$1.6 billion strategic financing, materially expanding its capital base to fund growth.
- Proceeds are targeted to a six-year compute collaboration with NVIDIA, including plans for up to 40,000 Grace Blackwell GB300 GPUs and larger AI data center capacity.
Negative
- The US$900 million equity and pre-funded warrant issuance introduces meaningful potential dilution to existing shareholders.
- The additional US$700 million of 4.75% Convertible Senior Notes due 2032 increases leverage and adds fixed interest obligations alongside future potential equity overhang upon conversion.
Insights
Large mixed equity‑and‑debt raise funds NVIDIA‑linked AI expansion.
Sharon AI has completed an oversubscribed US$1.6 billion private financing, combining common equity, pre-funded warrants, and 4.75% Convertible Senior Notes due 2032. This structure brings in substantial capital while spreading economics between immediate equity dilution and future potential conversion.
The US$900 million equity and warrant component adds new shares and the possibility of more upon exercise, while the US$700 million notes add interest obligations at 4.75% and potential future equity if converted. The mix targets both growth capital and balance-sheet flexibility.
Proceeds are earmarked to support a six-year compute collaboration with NVIDIA, including plans for up to 40,000 Grace Blackwell GB300 GPUs and broader data center expansion. Future disclosures in company filings may specify conversion terms, dilution impact and deployment pacing for this capital-intensive growth strategy.
8-K Event Classification
Key Figures
Key Terms
private placement financial
Convertible Senior Notes financial
Rule 144A regulatory
Regulation FD regulatory
forward-looking statements regulatory
Risk Factors financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On June 29, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release announcing the closing of its US$1.6 Billion strategic financing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
The description of the press release is only a summary and is qualified in its entirety by reference to the full text of such document, which is included as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 29, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
| -2- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHARONAI HOLDINGS INC. | ||
| By: | /s/ James Manning | |
| Name: | James Manning | |
| Title: | Chief Executive Officer | |
| Date: June 29, 2026 | ||
| -3- |
Exhibit 99.1
Sharon AI Announces Closing of US$1.6 Billion Strategic Financing
New York, USA, June, 29 2026 – SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud, today announced the closing of its previously announced, oversubscribed US$1.6 billion private placement financing (the “Transaction”). The Transaction was comprised of i) a private placement of approximately US$900 million, split between 6,719,896 shares of the Company’s Class A Ordinary Common Stock and pre-funded warrants to purchase 6,374,823 shares of the Company’s Class A Ordinary Common Stock, and ii) a private placement of US$700 million aggregate principal amount of 4.75% Convertible Senior Notes due 2032 to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended.
The Transaction was anchored by Situational Awareness L.P. and funds managed by Oaktree Capital Management, L.P., along with new and existing institutional and strategic investors.
As previously stated, the Company intends to use the proceeds from the offering to support Sharon AI’s previously announced six-year strategic compute collaboration with NVIDIA, where the Company intends to deploy one of Australia’s largest AI Factories, including up to 40,000 Grace Blackwell GB300 GPUs, as well as broader expansion plans.
Goldman Sachs & Co. LLC acted as lead placement agent for this transaction. Lucid Capital Markets also acted as placement agent. Macquarie Capital served as financial advisor. Sheppard Mullin Richter & Hampton LLP served as legal counsel to Sharon AI in connection with the private placement.
Additional details regarding the Transaction will be disclosed in a Form 8-K to be filed by Sharon AI with the Securities and Exchange Commission (the “SEC”).
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
Disclosure Information
Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the SEC and any other conference calls, webcasts, investor days, etc. that the company may hold.
| -1- |
About Sharon AI
Sharon AI, a leading Australian Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU/CPU Compute Infrastructure. Our AI Cloud platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.
Forward-Looking Statements
This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
| ● | Service and product offerings; | |
| ● | Receipt and use of proceeds; | |
| ● | The deployment of assets and expansion of network procurement; | |
| ● | Sharon AI’s ability to engage with additional potential customers; | |
| ● | Expansion of Sharon AI’s data center footprint and capacity; and | |
| ● | The strengthening of Sharon AI’s partner network. |
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
| -2- |
The forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Contacts
Sharon AI Media Enquiries:
Ross Barrows – Head of Capital Strategy & Investor Relations
ross.barrows@sharonai.com
Zachary Nevas
IMS Investor Relations
+1 203.972.9200
sharonai@imsinvestorrelations.com
| -3- |