SharonAI (NASDAQ: SHAZ) prices $125M IPO and uplists to Nasdaq
Rhea-AI Filing Summary
SharonAI Holdings Inc. completed a U.S. initial public offering of 4,166,666 shares of its Class A Ordinary Common Stock at a public offering price of
The company granted underwriters a 45‑day option to buy up to an additional 625,000 shares to cover over‑allotments. SharonAI plans to use the net proceeds to acquire additional GPU‑focused equipment and for working capital and other general corporate purposes.
The shares are listed on the Nasdaq Capital Market under the symbol “SHAZ,” after previously trading on the OTCPK. The company, and separately its officers and directors, agreed to 60‑day and 90‑day lock‑up periods, respectively, limiting additional sales of specified securities for a defined time after the offering.
Positive
- Raised substantial primary capital: The IPO generated approximately
$118.91 million in net proceeds for SharonAI, providing significant funding for GPU-focused equipment, working capital and other general corporate purposes. - Uplisted to Nasdaq: Shares began trading on the Nasdaq Capital Market under the symbol “SHAZ,” moving from OTCPK and potentially enhancing visibility and access to institutional investors.
Negative
- None.
Insights
SharonAI raises $118.91M net in Nasdaq IPO to fund GPU growth.
SharonAI Holdings Inc. executed a U.S. IPO of 4,166,666 Class A shares at
The company states it will allocate the cash to additional GPU‑focused equipment, working capital and general corporate purposes, tying the equity raise to its high‑performance computing and AI cloud GPU strategy. An underwriter option for up to 625,000 extra shares adds potential incremental capital depending on market demand.
The shares now trade on the Nasdaq Capital Market under ticker “SHAZ,” moving up from OTCPK. Lock‑up agreements of 60 days for the company and 90 days for officers and directors limit near‑term secondary share sales, which may influence trading dynamics around the period following the offering’s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 18, 2026, SharonAI Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC as representative of the several underwriters identified therein (the “Underwriters”), relating to the public offering (the “Offering”) of 4,166,666 shares (the “Firm Shares”) of the Company’s Class A Ordinary Common Stock, par value $0.0001 (the “Common Stock”), at public offering price of $30.00 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 625,000 shares of Common Stock at the public offering price to cover over-allotments (the “Option Shares”), if any.
On February 19, 2026 the Company closed the Offering and issued the Firm Shares for aggregate net proceeds of approximately $118.91 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from the Offering to acquire additional GPU focused equipment and for working capital and other general corporate purposes.
The Firm Shares were offered, issued and sold to the public pursuant to a registration statement on Form S-1 (File No. 333-292398) filed with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on February 17, 2026, and the prospectus forming a part thereof.
Pursuant to the Underwriting Agreement, the Company agreed to a 60-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. In addition, each of the Company’s officers and directors agreed to a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Security Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.
The foregoing summary of each of the Underwriting Agreement and the form of lock-up agreement is qualified in its entirety by reference to the Underwriting Agreement and the form of lock-up agreement attached as Exhibit 1.1 hereto and 10.1, respectively, which are incorporated herein by reference.
| Item 8.01 | Other Events |
On February 18, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated February 18, 2026 by and between SharonAI Holdings Inc. and Lucid Capital Markets LLC | |
| 10.1 | Form of lock-up agreement, filed as Exhibit 10.45 to the registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2026 and incorporated by reference herein. | |
| 99.1 | Press Release, dated February 18, 2026 | |
| 104 | Cover Page Interactive Data File |
1
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: | Chief Financial Officer | |
| Date: February 19, 2026 | ||
2
Exhibit 99.1
Sharon AI Announces Nasdaq Listing and Pricing of $125 Million U.S. Initial Public Offering
NEW YORK, NY — February 18, 2026 — (BUSINESS WIRE) — SharonAI Holdings Inc. and its subsidiaries (“Sharon AI” or the “Company”), a leading Australian Neocloud, today announced the pricing of its initial public offering (the “Offering”) in the United States of 4,166,666 shares of its Class A Ordinary Common Stock (the “Common Stock”) at a public offering price of $30.00 per share, for total gross proceeds of approximately $125 million, before deducting underwriting discounts and commissions and other offering expenses. The Company intends to use the net proceeds from the Offering to acquire additional GPU focused equipment and for working capital and other general corporate purposes.
The Offering was led by funds managed by Oaktree Capital Management, L.P. (“Oaktree”) and Two Seas Capital LP with significant participation from several other leading institutional investors.
All of the shares of Common Stock to be sold in the Offering will be sold by the Company. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 625,000 shares of its Common Stock at the public offering price less the underwriting discounts and commissions. The shares of the Company’s Common Stock are expected to begin trading today, February 18, 2026, on the Nasdaq Capital Market under the ticker symbol “SHAZ.” The Offering is expected to close on or about February 19, 2026, subject to the satisfaction of customary closing conditions. Prior to listing on the Nasdaq Capital Market, the Company’s Common Stock traded on the OTCPK. Shareholders are not required to take any action as a result of the uplisting.
Lucid Capital Markets is acting as the sole book-running manager for the Offering.
A registration statement on Form S-1 (File No. 333-292398) relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on February 17, 2026. The Offering is being made only by means of a prospectus. A preliminary prospectus related to the Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus will be filed with the SEC. Copies of the final prospectus related to the Offering may also be obtained, when available, by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Sharon AI
Sharon AI is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information. For more information, visit www.sharonai.com.
Forward-Looking Statements
This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the anticipated listing on the Nasdaq Capital Market and completion of the Offering. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
| ● | Service and product offerings; |
| ● | Receipt and use of proceeds; |
| ● | Acceleration of the deployment of assets; |
| ● | Acceleration of Sharon AI’s ability to engage with additional potential customers; |
| ● | Expansion of Sharon AI’s data center footprint; |
| ● | The firming of Sharon AI’s ability to formally lease additional capacity; and |
| ● | The strengthening of Sharon AI’s partner network. |
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Registration Statement on Form S-1 declared effective by the SEC on February 17, 2026. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Contacts
Sharon AI Media Enquiries:
Rosalyn Christian/Zachary Nevas
IMS Investor Relations
+1 203.972.9200
sharonai@imsinvestorrelations.com
FAQ
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Filing Exhibits & Attachments
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