SharonAI eases covenants on 6% convertible notes

Q: What agreement did SHAZ enter into on August 21, 2026?

SharonAI Holdings Inc. entered into a First Supplemental Indenture with its subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee, amending the existing Indenture dated May 18, 2026 that governs its 6.00% Convertible Senior Notes due May 1, 2031.

Q: Which securities of SHAZ are affected by the First Supplemental Indenture?

The First Supplemental Indenture relates to SharonAI’s 6.00% Convertible Senior Notes due May 1, 2031, which are governed by the Indenture originally dated May 18, 2026.

Q: What key changes were made to SharonAI (SHAZ)’s note covenants?

The supplemental indenture removes certain restrictive covenants applicable to SharonAI and its subsidiaries, including covenants affecting their ability to incur, maintain and repay indebtedness and to grant liens securing indebtedness, and includes related conforming and technical amendments.

Q: Who is the trustee under SharonAI (SHAZ)’s First Supplemental Indenture?

The trustee is U.S. Bank Trust Company, National Association. It serves as trustee under both the Base Indenture dated May 18, 2026 and the First Supplemental Indenture dated August 21, 2026.

Q: What stock exchange lists SharonAI (SHAZ)’s Class A Ordinary Common Stock?

SharonAI’s Class A Ordinary Common Stock, par value $0.0001, trading under the symbol SHAZ, is listed on The Nasdaq Stock Market LLC.

SharonAI Holdings Inc. (SHAZ) entered into a First Supplemental Indenture on August 21, 2026 with its subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee.

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Form Type

8-K

Rhea-AI Filing Summary

SharonAI Holdings Inc. (SHAZ) entered into a First Supplemental Indenture on August 21, 2026 with its subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. This supplements the existing Indenture dated May 18, 2026 governing the company’s 6.00% Convertible Senior Notes due May 1, 2031.

The supplemental indenture amends the base indenture to remove certain restrictive covenants on SharonAI and its subsidiaries, including limitations related to incurring, maintaining and repaying indebtedness and granting liens securing indebtedness, and also makes related conforming and technical changes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Coupon rate: 6.00% Maturity date of Notes: May 1, 2031 Date of First Supplemental Indenture: August 21, 2026 +1 more

4 metrics

Coupon rate 6.00% Interest rate on Convertible Senior Notes due May 1, 2031

Maturity date of Notes May 1, 2031 Maturity of 6.00% Convertible Senior Notes

Date of First Supplemental Indenture August 21, 2026 Effective date of the supplemental indenture amending the Base Indenture

Date of Base Indenture May 18, 2026 Original Indenture governing the 6.00% Convertible Senior Notes

Key Terms

First Supplemental Indenture, Base Indenture, Convertible Senior Notes, restrictive covenants, +1 more

5 terms

First Supplemental Indenture financial

"entered into the First Supplemental Indenture, dated as of August 21, 2026"

Base Indenture financial

"to the Indenture, dated as of May 18, 2026 (the “Base Indenture”)"

Convertible Senior Notes financial

"governing the Company’s outstanding 6.00% Convertible Senior Notes due May 1, 2031"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

restrictive covenants financial

"remove certain restrictive covenants applicable to the Company and its subsidiaries"

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

subsidiary guarantors financial

"the subsidiary guarantors party thereto, and U.S. Bank Trust Company"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did SHAZ enter into on August 21, 2026?

SharonAI Holdings Inc. entered into a First Supplemental Indenture with its subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee, amending the existing Indenture dated May 18, 2026 that governs its 6.00% Convertible Senior Notes due May 1, 2031.

Which securities of SHAZ are affected by the First Supplemental Indenture?

The First Supplemental Indenture relates to SharonAI’s 6.00% Convertible Senior Notes due May 1, 2031, which are governed by the Indenture originally dated May 18, 2026.

What key changes were made to SharonAI (SHAZ)’s note covenants?

The supplemental indenture removes certain restrictive covenants applicable to SharonAI and its subsidiaries, including covenants affecting their ability to incur, maintain and repay indebtedness and to grant liens securing indebtedness, and includes related conforming and technical amendments.

Who is the trustee under SharonAI (SHAZ)’s First Supplemental Indenture?

The trustee is U.S. Bank Trust Company, National Association. It serves as trustee under both the Base Indenture dated May 18, 2026 and the First Supplemental Indenture dated August 21, 2026.

Where can investors find the full text of SHAZ’s First Supplemental Indenture?

The complete text of the First Supplemental Indenture is filed as Exhibit 4.1 to this report and is incorporated by reference. The summary description is expressly qualified in its entirety by that exhibit.

What stock exchange lists SharonAI (SHAZ)’s Class A Ordinary Common Stock?

SharonAI’s Class A Ordinary Common Stock, par value $0.0001, trading under the symbol SHAZ, is listed on The Nasdaq Stock Market LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 06:11 AM EDT Accepted by SEC EDGAR 08/26/2026 - 06:11 AM EDT

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): August 21, 2026

SHARONAI HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-43129		41-2349750
(Commission File Number)		(IRS Employer Identification No.)

745 Fifth Avenue, Suite 500,

New York, NY

10151

(Address of Principal Executive Offices)

(Zip Code)

(347) 212-5075

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(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 obligation of the registrant under any of the following provisions:

☐	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

First Supplemental Indenture

On August 21, 2026, following receipt of the requisite consents from holders of the Notes (as defined below), SharonAI Holdings Inc. (the “Company”), as issuer, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, entered into the First Supplemental Indenture, dated as of August 21, 2026 (the “First Supplemental Indenture”), to the Indenture, dated as of May 18, 2026 (the “Base Indenture”), governing the Company’s outstanding 6.00% Convertible Senior Notes due May 1, 2031 (the “Notes”).

Pursuant to the First Supplemental Indenture, the Base Indenture was amended to, among other things, (i) remove certain restrictive covenants applicable to the Company and its subsidiaries, including with respect to their ability to incur, maintain and repay indebtedness and grant liens securing indebtedness, and (ii) make other relevant conforming and technical amendments.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		First Supplemental Indenture, dated as of August 21, 2026, by and among SharonAI Holdings Inc., the subsidiary guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: August 26, 2026	By:	/s/ James Manning
	Name:	James Manning
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents