SharonAI Holdings Inc. (SHAZW) SEC Filings

SharonAI Holdings Inc. (SHAZ) announced a five-year strategic agreement with Rafay Systems to use Rafay’s platform as a centralized orchestration and operations layer across SharonAI’s AI Factory environments. The goal is to standardize how its accelerated computing infrastructure is provisioned, governed, monitored and made available to customers across locations, tenants and workloads.

The Rafay platform is intended to provide automation, observability, governance and secure multi-tenancy, helping SharonAI manage compute capacity efficiently and deliver secure, reliable access to AI infrastructure. The architecture established through the agreement is designed to support the orchestration of up to 150,000 GPUs over the five-year term, supporting SharonAI’s planned growth across Asia-Pacific and globally and strengthening its internal operating practices around AI infrastructure deployments.

SharonAI Holdings Inc. (SHAZ) disclosed that funds and entities associated with Situational Awareness, including Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Situational Awareness Partners LP, Leopold Aschenbrenner and Carl Shulman, beneficially own 8,070,950 shares of Class A Ordinary Common Stock, representing 21.1% of that class. This total consists of 5,396,127 shares and prefunded warrants to purchase 2,674,823 additional shares, based on 35,667,164 shares outstanding as of July 30, 2026.

The Fund used $523,882,863.18 of working capital to acquire the shares for investment, stating it viewed the stock as undervalued and that it is not seeking to change or influence control at this time, though it may buy or sell shares, hedge, or communicate with management and other shareholders. Under a June 17, 2026 Registration Rights Agreement, SharonAI agreed to register the resale of these securities, with potential 1.0% per month liquidated damages (capped at 5.0% of the subscription amount) if registration obligations are not met. A prefunded warrant for 6,374,823 shares at $0.0001 per share was issued; 3,700,000 shares were exercised on June 30, 2026, and a 19.99% beneficial ownership limitation on the warrant ceased after shareholder approval on August 27, 2026.

SharonAI Holdings Inc. (SHAZ) reports results of its 2026 annual stockholder meeting. Stockholders approved a Second Amendment to the 2025 Omnibus Equity Incentive Plan to increase the Class A Ordinary Common Stock issuable under the plan by 1,200,000 shares and to provide for automatic annual share increases beginning January 1, 2027 during the plan’s initial ten-year term. They also approved the issuance of Class A shares upon exercise of certain pre-funded warrants in accordance with Nasdaq Listing Rule 5635(b), ratified HoganTaylor LLP as independent registered public accounting firm for 2026, and elected Alastair Cairns and Benjamin Adams as Class I directors to serve until the 2029 annual meeting or until their successors are elected and qualified.

SharonAI Holdings Inc. (SHAZ) announced that its Board appointed David Burns, age 60, as Chief Operating Officer effective September 7, 2026, under an Employment Agreement with subsidiary SharonAI Pty Ltd, guaranteed by the parent company. Current COO and co‑founder Andrew Leece will transition to a dedicated role as Head of Strategic Partnerships and Co‑founder, focusing on key customer, data centre and strategic relationships.

Under the agreement, Burns receives an annual base salary of AUD$550,000 (approximately US$395,000 at an AUD/US$0.7185 exchange rate), plus eligibility for annual short‑term and long‑term incentive awards of up to 150% of base salary each. The contract is of indefinite term with a six‑month probationary period, standard notice and termination provisions, and customary confidentiality, IP and non‑compete clauses. The company also furnished a press release describing the leadership changes and positioning them to support SharonAI’s next phase of growth and AI infrastructure delivery.

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.

SharonAI Holdings Inc. (SHAZ) filed Amendment No. 2 to a Form S-1 registering up to 8,056,699 shares of Class A Ordinary Common Stock for resale by existing selling stockholders. These shares were issued upon conversion of 12% Convertible Notes originally issued in December 2025.

The company is an Australian-focused “neocloud” operator providing AI and high-performance computing infrastructure using advanced NVIDIA GPUs, deployed largely in NEXTDC data centers. It highlights major growth milestones, including large-capacity GPU deployments, strategic partnerships with NVIDIA, Cisco, Lenovo and VAST, and multi‑year AI infrastructure contracts with counterparties such as ESDS Software Solutions, a global technology customer, Canva, GMI Cloud, and a global AI lab.

SharonAI has recently raised substantial capital through equity and multiple convertible note financings to fund large-scale GPU and data center expansion. The company emphasizes significant execution, financing, customer‑concentration, supplier‑dependency and infrastructure‑deployment risks, and states that it will not receive any proceeds from resale of the registered shares.

SharonAI Holdings Inc. (NASDAQ: SHAZ) reported that a global technology customer has formally accepted the initial phase of an AI Cloud deployment under a five-year infrastructure agreement with a total initial contract value of approximately US$950 million. Customer acceptance also triggers the release of cash security previously held in escrow.

The deployment, using NVIDIA GPU clusters across multiple Australian data centers, is the first phase of the contract, with revenue expected to begin in stages across the third and fourth quarters of 2026. Sharon AI has secured 212MW of AI Factory capacity, of which 120MW is contracted under multi-year take-or-pay agreements, and views this milestone as further progress in bringing secured and contracted capacity online.

SharonAI Holdings Inc. (SHAZ) filed an amended Form S-1 registering up to 8,024,802 shares of Class A Ordinary Common Stock for resale by existing selling stockholders, consisting of shares issued upon conversion of 12% Convertible Notes first issued in December 2025. This is a secondary offering; the company is not selling any securities and will not receive proceeds from these resales. SHAZ’s stock trades on the Nasdaq Capital Market, with a last reported price of $76.47 on August 14, 2026. The prospectus describes SharonAI as an Australian “neocloud” operator focused on AI and high-performance computing, outlines major growth milestones, large multi-year AI infrastructure contracts, substantial prior financings, and extensive risk factors including continued losses, capital intensity, customer concentration, dependence on NVIDIA GPUs and NEXTDC data centers, and significant financing and execution risk on recently announced billion‑dollar contracts.

SharonAI Holdings Inc. received an amended Schedule 13G reporting significant ownership of its Class A Ordinary Common Stock. Integrated Core Strategies (US) LLC reports 1,559,877 shares, representing 4.3% of the class. Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report 1,742,894 shares, or 4.8% of the class.

The reporting persons state that, as of this date, they beneficially own more than 5 percent of this class in the aggregate, with shared voting and dispositive power over the reported shares and no sole voting or dispositive power. A joint filing agreement among the four reporting persons is included as an exhibit.