SharonAI Holdings Inc. SEC Filings

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.

SharonAI Holdings Inc. filed an amended current report to update a previously filed report from August 6, 2026. The amendment adds Item 2.02 to reference the company’s press release and Second Quarter 2026 Results Presentation for the quarter ended June 30, 2026. These materials are furnished as Exhibits 99.1 and 99.2 and are also posted in the investor relations section of the company’s website. The same disclosures are incorporated under Regulation FD in Item 7.01 and are expressly treated as furnished, not filed, under the Exchange Act, with no other changes to the earlier report.

SharonAI Holdings Inc. reported Q2 2026 revenue of $1,931,381, up approximately 412% from $376,984 a year earlier as GPU infrastructure services ramped. Six‑month revenue reached $2,225,396.

The company posted a Q2 net loss of $430,368,696 and a six‑month net loss of $450,380,518, driven largely by a $400,440,855 fair value loss on December 2025 convertible notes, a $6,138,775 warrant liability remeasurement and interest expense. Basic and diluted EPS were $(22.84) for the quarter.

Liquidity expanded sharply: cash and cash equivalents rose to $1,861,347,822 and total assets to $2,321,338,209, funded by $2,044,174,430 of net cash from financing, including $350 million and $700 million Convertible Senior Notes and about $900 million of equity and pre‑funded warrant proceeds. The company is committing substantial capital to long‑term AI infrastructure, including a $1.26 billion ESDS services arrangement with expected $720.0 million of equipment capex, a $950 million customer contract tied to about $400 million of hardware, a six‑year NVIDIA collaboration with approximately $4 billion of planned hardware procurement, and subsequent cloud agreements valued at $1.32 billion and $373 million.

Sharon AI Holdings Inc. reported second quarter 2026 results and detailed rapid scaling of its sovereign AI infrastructure platform. The company highlighted a $4.9bn, six-year strategic compute collaboration with NVIDIA for up to 40,000 GB300 GPUs and a $950m, five-year take-or-pay contract with a global technology company, contributing to Total Contract Value of $8.8bn as of August 6, 2026. Subsequent to quarter-end it added a $1.32bn five-year take-or-pay contract, a $373m five-year contract, and extra capacity bringing secured AI Factory capacity to 212MW and over 64,000 NVIDIA GPUs expected by mid-2027.

For the quarter ended June 30, 2026, revenue was $1.9m, up 412% from 2Q 2025, while net loss was $430.4m, including $423.8m of non-cash items primarily from a $400.4m fair value loss on convertible notes. Adjusted EBITDA turned positive at $0.6m, compared with a loss a year earlier. Cash and cash equivalents increased to $1.9bn, total assets reached about $2.32bn and stockholders’ equity was about $1.13bn, supported by $2.04bn of net cash from financing activities as the company invests heavily in property, equipment and capacity expansion.

SharonAI Holdings Inc. entered into a five-year cloud computing service agreement with a global AI platform, with a total contract value of US$373 million. Revenue under the agreement is expected to begin in the first quarter of 2027, supporting Sharon AI’s Australian AI infrastructure.

Following this deal, Sharon AI’s AI Factory capacity remains 132 MW, with 120 MW now contracted to end customers. The company plans to expand its platform from 62,000 to 64,000 NVIDIA GPUs by mid-2027, including an initial deployment of 2,048 NVIDIA Blackwell Ultra B300 GPUs under the new agreement.

SharonAI Holdings Inc. is registering for resale up to 26,017,577 shares of Class A Ordinary Common Stock and $691,700,000 principal amount of 4.75% Convertible Senior Notes due 2032. The securities are held by selling securityholders; the company is not selling securities and will not receive sale proceeds.

The notes pay 4.75% interest quarterly to June 15, 2032 and are convertible at an initial rate of 10.0343 shares per $1,000 of principal plus accrued interest, equivalent to a $99.66 conversion price, with a maximum 14.5496 conversion rate and a $68.73 price floor. Subject to conditions, the company may require conversion after December 22, 2027 if the share price exceeds 200% of the conversion price. The Class A stock trades on Nasdaq under “SHAZ”; the last reported sale price on July 29, 2026 was $40.09.

SharonAI operates an Australian “neocloud” focused on AI and high‑performance computing, partnering with NVIDIA, NEXTDC, Cisco and others to deploy large GPU clusters. Recent developments include a five‑year US$1.25 billion AI infrastructure agreement with ESDS Software Solutions, an approximately $950 million contract with a global technology customer, and a US$1.32 billion, five‑year cloud deal with a global AI lab, alongside June 2026 private offerings of approximately $900 million of stock and pre‑funded warrants and $700 million of 4.75% Convertible Senior Notes whose proceeds are expected to support its NVIDIA collaboration and broader expansion. The risk discussion highlights capital‑intensive growth, reliance on a small number of major customers and suppliers such as NVIDIA and NEXTDC, dependence on securing substantial asset‑level debt financing, execution risk on large GPU deployments, and potential share overhang from the ability of selling securityholders to resell a large block of shares.

Goel Anuj reported acquisition or exercise transactions in this Form 4 filing.

SharonAI Holdings Inc. reported that Chief Financial Officer Anuj Goel received a grant of 13,426 Restricted Stock Units on July 22, 2026. Each RSU represents a contingent right to receive one share of Class A Ordinary Common Stock or the cash equivalent, vesting in scheduled tranches from June 22, 2027 through June 22, 2031, leaving him with 13,426 RSUs held directly after the award.

SharonAI Holdings Inc. insider Anuj Goel, who serves as Chief Financial Officer, has submitted an insider ownership report on Form 3. The report identifies him as an officer and shows no reported stock purchases, sales, or derivative transactions in this submission.

SharonAI Holdings Inc. appointed Anuj Goel as Chief Financial Officer under an employment agreement with subsidiary SharonAI Pty Ltd, commencing August 24, 2026. He will receive an annual base salary of AUD$650,000 (approximately USD$455,000), with eligibility for a short-term incentive of up to 100% of base salary and a long-term incentive of up to 200% of base salary.

Goel received a sign-on grant of restricted stock units valued at AUD$1,352,000 (approximately USD$946,400), vesting annually from June 2027 through June 2031, subject to continued employment. Current CFO Timothy Broadfoot agreed to resign effective August 24, 2026 and terminate his contract August 31, 2026. Under a Deed of Release, he will receive accrued entitlements, a discretionary short-term incentive of AUD$405,166 and may continue to vest in 93,194 previously granted RSUs, while providing consulting services under a separate agreement.