STOCK TITAN

SharonAI Holdings (NASDAQ: SHAZ) details process to register 4.75% notes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SharonAI Holdings Inc. reported that on August 7, 2026 it sent a notice through The Depository Trust Company to holders of its 4.75% Convertible Senior Notes due 2032. Holders who are not currently listed as a "Selling Securityholder" in the Form S-1 registration (File No. 333-297885) and want their notes registered are asked to email the company and its counsel by 5:00 p.m. EST on August 10, 2026.

The company previously filed the Form S-1 on July 31, 2026, registering $691,700,000 in principal amount of these notes out of the $700,000,000 aggregate principal amount originally issued on June 22, 2026.

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes registered on Form S-1 $691,700,000 Principal amount of 4.75% Convertible Senior Notes registered on Form S-1 filed July 31, 2026
Aggregate notes originally issued $700,000,000 Aggregate principal amount of 4.75% Convertible Senior Notes issued on June 22, 2026
Coupon rate 4.75% Interest rate on the Convertible Senior Notes due 2032
Registration response deadline 5:00 p.m. EST on August 10, 2026 Deadline for noteholders to request inclusion as Selling Securityholders
Maturity 2032 Maturity year of the 4.75% Convertible Senior Notes
Convertible Senior Notes financial
"To Holders of 4.75% Convertible Senior Notes due 2032"
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.
Registration Statement regulatory
"Re Registration of the Notes on the Registration Statement on Form S-1"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Selling Securityholder financial
"not currently listed as a "Selling Securityholder" in the Registration Statement"
A selling securityholder is someone who owns shares or investments in a company and decides to sell them to others. This could be an original investor, a company insider, or someone who bought the shares earlier. Knowing who is selling helps investors understand if the sale might affect the company's stock price or indicate how insiders feel about the company's future.
Form S-1 regulatory
"the Registration Statement on Form S-1 (File No. 333-297885)"
A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.
Depository Trust Company financial
"delivered a notice through The Depository Trust Company to holders"
A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.

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

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FAQ

What did SharonAI Holdings (SHAZ) disclose about its convertible notes?

SharonAI Holdings disclosed it notified holders of its 4.75% Convertible Senior Notes due 2032 about the process to have their notes included in an existing Form S-1 registration, subject to a response deadline.

How much of SharonAI Holdings (SHAZ) 4.75% notes are registered?

The company has registered $691,700,000 in principal amount of its 4.75% Convertible Senior Notes on Form S-1, out of a total $700,000,000 aggregate principal amount originally issued on June 22, 2026.

What must SharonAI Holdings (SHAZ) noteholders do to be added as selling securityholders?

Noteholders not listed as a "Selling Securityholder" on the Form S-1 who want their notes registered must email SharonAI at legal@sharonai.com, copying counsel at Sheppard Mullin, by the stated deadline.

What is the deadline mentioned for SharonAI Holdings (SHAZ) noteholders?

Holders must contact the company by 5:00 p.m. EST on Monday, August 10, 2026 to request inclusion of their notes as registered securities under the existing Form S-1 registration.

What is the security referenced in SharonAI Holdings (SHAZ) recent disclosure?

The disclosure concerns SharonAI Holdings’ 4.75% Convertible Senior Notes due 2032, identified by CUSIP 778920 AC2, which were originally issued in an aggregate principal amount of $700,000,000 on June 22, 2026.

When did SharonAI Holdings (SHAZ) file the Form S-1 for its notes?

SharonAI Holdings filed the Form S-1 Registration Statement covering its 4.75% Convertible Senior Notes on July 31, 2026, registering most of the originally issued principal amount of these notes.
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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 7, 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 9.01 Financial Statements and Exhibits.

 

On August 7, 2026, SharonAI Holdings Inc. (the “Company”) delivered a notice through The Depository Trust Company to holders of its 4.75% Convertible Senior Notes – CUSIP No. 778920 AC2 (the “Notes”) advising such holders that if they are not currently listed as a “Selling Securityholder” in the Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-297885) and desire to have their Notes registered on such Registration Statement, that they should email the Company at: legal@sharonai.com, with a copy to its legal counsel at Sheppard Mullin at: gcarney@sheppard.com by 5:00 p.m. EST on Monday August 10, 2026. A copy of this notice is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Notice to holders of 4.75% Convertible Senior Notes due 2032
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

-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: CEO
     
Date: August 7, 2026    

 

-3-

 

 

Exhibit 99.1

 

 

To: Holders of 4.75% Convertible Senior Notes due 2032 (the “Notes”) of SharonAI Holdings Inc. (the “Company”) – CUSIP No. 778920 AC2

 

Re: Registration of the Notes on the Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-297885)

 

On July 31, 2026, the Company filed the Registration Statement under which it registered $691,700,000 Notes out of the $700,000,000 aggregate principal amount of Notes originally issued on June 22, 2026.

 

If you are a holder of the Notes and you are not currently listed as a “Selling Securityholder” in the Registration Statement and desire to have your Notes registered on such Registration Statement, please email the Company at: legal@sharonai.com, with a copy to its legal counsel at Sheppard Mullin at: gcarney@sheppard.com by 5:00 p.m. EST on Monday, August 10, 2026.

 

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Filing Exhibits & Attachments

5 documents