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SharonAI Holdings Inc. entered into securities purchase agreements for a private equity offering and a convertible notes offering and filed prospectus supplements and an amended Current Report to update terms.
The Equity Offering covers approximately 6,719,896 shares of Class A common stock and pre-funded warrants to purchase up to 6,374,823 shares for aggregate gross proceeds of approximately $900,000,000. The Notes Offering covers $700,000,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2032 convertible initially at 10.0343 shares per $1,000 (approximate conversion price $99.66 per share).
SharonAI Holdings Inc. files a prospectus supplement and Form 8-K/A updating private equity and convertible note offerings and related registration rights. The supplement covers (i) an Equity Offering of approximately 6,719,896 shares and associated pre-funded warrants at a $68.73 per-share purchase price and aggregate equity proceeds of approximately $900 million, and (ii) a Convertible Notes Offering of $700 million aggregate principal amount of 4.75% Convertible Senior Notes due 2032 with an initial conversion price of approximately $99.66 per share (conversion rate of 10.0343 shares per $1,000). The filing revises prior disclosures and attaches the corrected Current Report on Form 8-K/A.
Situational Awareness-related reporting persons jointly disclose beneficial ownership of 5,404,540 shares of Class A Ordinary Common Stock of SharonAI Holdings Inc., representing 19.9% of the class. The position comprises 1,696,127 Class A shares and warrants to purchase 6,374,823 shares, subject to a 19.99% beneficial ownership limitation. The percentage is calculated using 16,607,910 shares outstanding as of May 13, 2026 and 6,719,896 shares issued in a private placement on June 22, 2026.
The filing states shared voting and dispositive power of 5,404,540 for Adviser, General Partner, SA LLC, the Fund, Leopold Aschenbrenner and Carl Shulman. Each reporting person disclaims membership in a group and disclaims beneficial ownership except to the extent of pecuniary interest.
Situational Awareness LP, as part of a reporting group, has filed an initial ownership report for SharonAI Holdings Inc.. The group reports indirect beneficial ownership of 1,696,127 shares of Class A Ordinary Common Stock and pre-funded warrants exercisable into 6,374,823 Class A shares at an exercise price of $0.0001 per share. The warrants are exercisable at any time and have no expiration date, but include a 19.99% ownership cap on Class A Ordinary Common Stock until stockholders approve the shares issuable upon exercise. The securities are held directly by a fund for its investors, and the reporting persons may be deemed indirect beneficial owners while disclaiming ownership beyond their pecuniary interests.
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.
Registration covers 5,302,072 shares of Class A Ordinary Common Stock. This prospectus supplement dated June 26, 2026 updates the April 21, 2026 prospectus and attaches the Company’s Form 10-Q for the quarter ended March 31, 2026. The filing reports $164,288,288 in cash, a net loss of $20,011,821 for Q1 2026, and discloses material post-period items including a proposed $350.0 million convertible note placement and long-term customer contracts totaling approximately $1.26B and $950M. Shares outstanding were 16,607,910 Class A and 136,341 Class B as of May 13, 2026. The supplement should be read with the Prospectus.
SharonAI Holdings Inc. files a prospectus supplement updating prior resale and convertible-note prospectuses to register multiple securities, including 5,302,072 shares of Class A common stock, up to 214,982 shares upon exercise of private warrants, up to 230,000 shares underlying public warrants, $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031, and up to 11,292,009 shares issuable on conversion of such notes.
The supplement attaches Form 8-Ks filed June 12, 2026, which disclose that the Company issued 7,649,523 Conversion Shares on June 11, 2026 upon conversion of approximately $97,475,184 of convertible notes at a conversion price of $12.53 per share. The 8-Ks also disclose a six-year strategic compute collaboration with NVIDIA with a contract value of $4.88 billion, a planned 72MW AI factory in Australia and deployment of up to 40,000 Grace Blackwell GB300 GPUs; SharonAI reports total AI factory capacity rising to 132MW, with 102MW contracted and an expectation of more than 55,000 NVIDIA GPUs deployed by mid 2027.
SharonAI Holdings Inc. files a prospectus supplement updating two prior resale prospectuses and disclosing related Form 8-K items. The supplement lists a combined registration covering 5,302,072 shares of Class A common stock, up to 214,982 shares upon exercise of certain private warrants, up to 230,000 shares underlying public warrants, $350,000,000 principal of 6.00% Convertible Senior Notes due 2031 and up to 11,292,009 shares issuable on conversion of those notes.
The Form 8-K disclosures record (i) the issuance on June 11, 2026 of 7,649,523 Conversion Shares upon conversion of approximately $97,475,184 principal of convertible notes plus $1,954,845 of accrued interest at a conversion price of $12.53 per share, and (ii) a six-year strategic compute collaboration with NVIDIA having a contract value of up to $4.88 billion, to deploy 72MW of new capacity and up to 40,000 Grace Blackwell GB300 GPUs, expanding SharonAI's total AI factory capacity to 132MW with 102MW contracted and a company expectation of more than 55,000 NVIDIA GPUs by mid-2027.
SharonAI Holdings Inc. entered into major financing deals combining new equity and convertible debt to fund its AI infrastructure plans. The company privately sold approximately 6,719,896 shares of Class A common stock and pre-funded warrants to buy up to 6,374,823 additional shares, for about $900 million in gross proceeds.
It also issued $700 million of 4.75% Convertible Senior Notes due 2032, which can convert into common stock at an initial price of about $99.66 per share, with a capped maximum conversion rate and strict ownership limits. Net proceeds are intended to support a six-year strategic compute collaboration with NVIDIA, including deployment of up to 40,000 Grace Blackwell GB300 GPUs and broader expansion.
SharonAI Holdings Inc. amended its recent current report to correct key terms of a major financing, including increasing its convertible notes offering to $700 million and adjusting the conversion price to approximately $99.66 per share.
The company entered into a private equity offering of about 6.72 million common shares at $68.73 per share and pre-funded warrants to purchase up to 6.37 million shares at $68.2799 per warrant, for aggregate gross proceeds of roughly $900 million. It also agreed to sell $700 million of 4.75% Convertible Senior Notes due 2032, all to support a six-year strategic compute collaboration with NVIDIA and broader expansion plans.
The notes carry a 4.75% annual interest rate, are convertible at an initial equivalent price of about $99.66 per share, and could result in up to 13,087,365 shares being issued at the maximum conversion rate. Both the equity and notes offerings include registration rights with specified deadlines and liquidated damages of 1.0% per month, capped at 5.0%, if resale registration statements are not timely filed or kept effective.