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0002068385
0002068385
2026-06-22
2026-06-22
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xbrli:shares
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xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): June 22, 2026
SHARONAI
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43129 |
|
41-2349750 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
745
Fifth Avenue, Suite 500,
New
York, NY 10151
(Address
of principal executive offices, including zip code)
(347)
212-5075
(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 |
| Class
A Ordinary Common Stock, $0.0001 par value |
|
SHAZ |
|
The
Nasdaq Stock Market LLC |
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
1.01 Entry into a Material Definitive Agreement
Securities
Purchase Agreements – Equity
On
June 17, 2026, SharonAI Holdings Inc. (the “Company”), filed a Current Report on Form 8-K disclosing the entry into (i) Securities
Purchase Agreements (the “Equity Purchase Agreements”) dated June 17, 2026, with certain qualified institutional buyers and
institutional accredited investors relating to the private offering (the “Equity Offering”) of approximately (A) 6,719,896
shares (the “Shares”) of the Company’s Class A Ordinary Common Stock, par value $0.0001 per share (“Common Stock”),
at a purchase price per share of $68.73 per Share and (B) pre-funded warrants (the “Pre-Funded Warrants”) at a price per
Pre-Funded Warrant of $68.7299, to purchase up to an aggregate of 6,374,823 shares of Common Stock, for aggregate gross proceeds of approximately
$900 million, and (ii) Registration Rights Agreements dated June 17, 2026, with the purchasers under the Equity Purchase Agreements,
pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”)
covering the resale of the Shares issued under the Equity Purchase Agreements, including shares issuable upon exercise of the Pre-Funded
Warrants. The transactions contemplated by the Equity Purchase Agreements closed on June 23, 2026.
On
June 22, 2026, the Company issued the Shares and the Pre-Funded Warrants. The Pre-Funded Warrants are immediately exercisable and
may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants
are exercised in full. Initially, the holder may not exercise any portion of the Pre-Funded Warrants to the extent the holder would
initially own more than 9.99% of the outstanding Common Stock immediately after exercise; provided, however, that will increase to
19.99% after confirmation of HSR Satisfaction (as defined in the Pre-Funded Warrant), and which limitation will further increase to
100% following stockholder approval in connection with NASDAQ Listing Rule 5635(b). The foregoing summaries of the Equity Purchase
Agreements and Pre-Funded Warrant are qualified in their entirety by reference to the form of Pre-Funded Warrant attached as Exhibit
4.1 to this Current Report on Form 8-K, the forms of Securities Purchase Agreement – Equity and Securities Purchase Agreement – Equity (with
pre-funded warrants) filed as Exhibits 10.1 and 10.5 to the Company’s Current Report on
Form 8-K, which are incorporated herein by reference.
The
Equity Purchase Agreements and other agreements described below have been included to provide investors with information regarding their
respective terms. They are not intended to provide any other factual information about the Company or the other parties thereto. In particular,
the assertions embodied in the representations and warranties in the Equity Purchase Agreements and other agreements described below
were made as of a specified date, are modified or qualified by information in one or more disclosure schedules prepared in connection
with the execution and delivery of the agreements, may be subject to a contractual standard of materiality different from what might
be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations
and warranties in such agreements are not necessarily characterizations of the actual state of facts about the Company or the other parties
thereto at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes
publicly available in reports, statements and other documents filed with the SEC. The Company’s investors and securityholders are
not third-party beneficiaries under any of these agreements.
4.75%
Convertible Senior Notes due 2032 and Indenture
On
June 17, 2026, the Company a Current Report on Form 8-K disclosing the entry into (i) a Securities Purchase Agreement (the “Notes
Purchase Agreement”) with certain qualified institutional buyers relating to the private offering (the “Notes Offering”)
of $700 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2032 (the “Notes”) and
(ii) a Registration Rights Agreement dated June 17, 2026, pursuant to which the Company agreed to file a Registration Statement with
the Commission covering the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes. The transactions
contemplated by the Notes Purchase Agreement are expected to close on or about June 26, 2026.
On
June 22, 2026, the Company issued the Notes in the Notes Offering to certain qualified institutional buyers (the “Purchasers”)
who executed the Notes Purchase Agreement pursuant to the terms and conditions of an Indenture (the “Indenture”) dated June
22, 2026, among the Company, certain of the Company’s material subsidiaries named in the Indenture (the “Subsidiary Guarantors”),
and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”). The Notes were initially
issued to Cede and Co., as nominee of The Depository Trust Company, as a Global Note and the settlement of the Notes with Purchasers
occurred via delivery versus payment on June 22, 2026 through June 26, 2026 (or as soon thereafter as possible). The Notes
are senior, unsecured obligations of the Company and will mature on June 15, 2032, unless earlier converted or repurchased. Interest
on the Notes will accrue at a rate of 4.75% per year from the first issuance date of the Notes and will be payable quarterly in arrears
on January 1, April 1, July 1, and October 1 of each year, beginning on the first such date that is at least 30 calendar days after the
initial issuance date of the Notes. Holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples
of $1,000 principal amount, for shares of Common Stock, at the option of the holder, subject to the Restricted Beneficial Ownership Percentage
(as defined below).
The
Notes will initially be represented by one or more registered notes in global form, but may, in certain circumstances, be exchanged
for Notes in definitive form and will be issued in principal amount denominations of $1,000 or any integral multiple of $1,000 in
excess thereof,
The
conversion rate for the Notes will initially be 10.0343 shares of Common Stock per $1,000 of the sum of the principal amount of
Notes plus accrued and unpaid interest on such Notes, which is equivalent to a conversion price of approximately $99.66 per share of
Common Stock. The initial conversion price of the Notes represents a premium of approximately 45% above the Nasdaq Minimum Price (as
defined in Nasdaq Rule 5635(d)) at the time the Notes Purchase Agreement was executed. The conversion rate for the Notes is subject
to adjustment from time to time in accordance with the terms of the Indenture, including a weighted average adjustment with respect
to dilutive issuances provided that in no event will the Conversion Rate exceed 14.5496 shares of Common Stock per $1,000 of the sum
of the principal amount of Notes plus accrued and unpaid interest on such Notes (which is based on the Nasdaq Minimum Price of
$68.73 on the date the Notes Purchase Agreement was executed). In addition, following certain corporate events that occur prior to
the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a
holder who elects to convert its Notes in connection with such a corporate event. The Notes are not redeemable by the Company. A
maximum of approximately 14,005,665 shares of Common Stock may be issued upon conversion of the Notes based on the maximum
conversion rate of 14.5496 shares of Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid
interest on such Notes.
Any
time after the date that is eighteen months after the initial issuance date of the notes and on or before the 20th VWAP
Trading Day immediately preceding the maturity date, the Company has the right to force convert all, or any portion of the Notes,
but only if (i) the Daily VWAP for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including the VWAP Trading Day
immediately before the date the Company gives notice of the forced conversion, exceeds 200% of the Conversion Price (subject to
adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common
Stock that occur after the initial issuance date of the Notes); (ii) the daily dollar trading volume (as reported on Bloomberg) of
the Common Stock on the Exchange for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including the VWAP Trading
Day immediately before the date the Company gives notice of the forced conversion is at least $50 million and (iii) the Liquidity
Conditions (as defined in the Indenture) are satisfied. No shares of Common Stock will be issued to a holder in excess of its
restricted beneficial ownership percentage, which is initially 4.99% (and subject to increase on the terms set forth in the
Indenture) (the “Restricted Beneficial Ownership Percentage”). Instead, in lieu of delivery of such shares of Common
Stock in excess of the Restricted Ownership Percentage to the applicable Holder, the Company will issue pre-funded warrants (the
“Note Pre-Funded Warrants”) exercisable for such excess shares of Common Stock to such Holder. Such Note Pre-Funded
Warrants will be exercisable in perpetuity, issued in book-entry form, have an exercise price of $0.0001 per share of Common Stock,
will have exercise blockers substantially equivalent to the Restricted Beneficial Ownership Percentage.
If
the Company undergoes a Fundamental Change (as defined in the Indenture), then, subject to certain conditions and except as described
in the Indenture, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a fundamental
change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the fundamental change repurchase date.
The
Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Subsidiary Guarantors named in the Indenture, subject
to the terms of the Indenture.
The
Indenture includes customary affirmative and negative covenants. The Indenture also sets forth certain events of default after which
the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default
involving the Company after which the Notes become automatically due and payable, which include the following:
| ● |
certain
payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day
cure period); |
| |
|
| ● |
failure
by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s
conversion right; |
| |
|
| ● |
the
Company’s failure to issue the Fundamental Change Repurchase Notice (as defined in the Indenture) within specified periods
of time set forth in the Indenture; |
| |
|
| ● |
the
Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate
with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially
all of the assets of the Company and its subsidiaries, taken as a whole, to another person; |
| |
|
| ● |
a
default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived
within 60 days after notice is given in accordance with the Indenture; |
| |
|
| ● |
certain
defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $7.5 million; |
| |
|
| ● |
certain
events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries and in the
case of any involuntary case or proceeding which remains undismissed and unstayed for a period of 60 consecutive days; |
| |
|
| ● |
a
final judgment or judgments for the payment of $7,500,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance) in the aggregate rendered against the Company or any significant subsidiary, which judgment is not discharged, bonded,
paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced,
or (ii) the date on which all rights to appeal have been extinguished; or |
| |
|
| ● |
a
Subsidiary Guarantee with respect to the Notes ceases to be in full force and effect or the Company or any Subsidiary Guarantor denies
or disaffirms its obligations under the Indenture or any Subsidiary Guarantee with respect to the Notes. |
If
certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid
interest, if any, on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect
to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing,
the Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company
and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due
and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an
event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the
first 180 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the
Notes.
The
foregoing summary of the Indenture, the Notes and the Guarantees are qualified in its entirety by reference to the copy of the Indenture,
the Note and the form of Guarantee attached as Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form
8-K, and such Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Company issued the Shares, the Pre-Funded Warrants and the Notes in reliance upon the exemption from registration provided by Section
4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. The Company intends to use the net proceeds from the sale of the
Shares, the Pre-Funded Warrants and the Notes to support the Company’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.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be
offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates
evidencing such shares contain a legend stating the same.
The
Shares, the Notes and the shares of Common Stock issuable upon conversion of the Notes, the Pre-Funded Warrants and the shares of Common
Stock issuable upon exercise of the Pre-Funded Warrants, if any, have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
Forward-Looking
Statements
Certain
statements in this report, including, the expected closing date, may be considered “forward-looking statements,” such as
statements relating to the Offering. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,”
“expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,”
“intend,” “may,” “plan,” “potential,” “project,” “should,” “target,”
“will,” “would” and similar words. These forward-looking statements speak only as of the date of this report.
Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can
give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from historical experience or from future results expressed or
implied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based, unless required by law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Indenture dated June 22, 2026 |
| 4.3 |
|
Form
of Global Note dated June 22, 2026 |
| 4.4 |
|
Form of Subsidiary Guarantee dated June 22, 2026 |
| 10.1*# |
|
Form of Securities Purchase Agreement – Equity |
| 10.2*# |
|
Form of Registration Rights Agreement – Equity |
| 10.3* |
|
Form of Securities Purchase Agreement – Convertible Notes |
| 10.4*# |
|
Form of Registration Rights Agreement – Convertible Notes |
| 10.5*# |
|
Form of Securities Purchase Agreement – Equity (with pre-funded warrants) |
| 10.6 |
|
Form of Registration Rights Agreement – Equity (with pre-funded warrants) (Included as Exhibit A to Exhibit 10.5) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation
S-K. The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange
Commission upon request.
#
Previously filed.
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: |
CEO |
| |
|
|
| Date:
June 25, 2026 |
|
|
