SharonAI Holdings Inc. SEC Filings

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.

SharonAI Holdings Inc. entered into multiple private financing agreements combining equity and convertible debt to raise approximately US$1.6 billion. The equity component includes about 6,719,896 shares of common stock at $68.73 per share and pre-funded warrants priced at $68.2799 to purchase up to 6,374,823 additional shares, for aggregate gross proceeds of roughly $900 million.

The company is also issuing 4.75% Convertible Senior Notes due 2032, which are senior unsecured obligations with a capped conversion rate that could result in up to 13,087,365 shares upon full conversion, plus associated pre-funded warrants where ownership limits are exceeded. 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 AI factory expansion across Australia and Asia-Pacific. Related registration rights agreements require timely resale registration on Form S-3, with liquidated damages up to 5% of each holder’s subscription amount if deadlines are missed.

SharonAI Holdings Inc. filed an 8-K to share a press release about expanding its strategic partnership with VAST Data to power AI factories across Australia and Asia-Pacific. Sharon AI plans to deploy 600PB of the VAST AI Operating System as the data foundation for its AI cloud infrastructure.

The companies state this will support sovereign AI workloads for government, enterprise, research and AI-native customers, with capacity equivalent to the data needs of about 100,000 GPUs based on a benchmark of 6PB per 1,000 GPUs. The disclosure is furnished under Regulation FD and is not deemed filed for liability purposes.

SharonAI Holdings Inc. entered a six-year strategic compute collaboration with NVIDIA under a Master Cloud Services Agreement with a contract value of up to $4.88 billion.

The partners plan to deploy 72 megawatts of new AI data center capacity in Australia, scaling up to 40,000 NVIDIA Grace Blackwell GB300 GPUs. The structure combines product revenue for NVIDIA with revenue sharing on Sharon AI’s NVIDIA-powered cloud services. Sharon AI highlights significant execution risks, including tight delivery timelines for large GPU clusters, performance and availability thresholds, financing needs, long-term contractual obligations, regulatory and cybersecurity exposure, and termination rights if material breaches or adverse financial conditions occur.

SharonAI Holdings Inc. reported that on June 11, 2026 it issued 7,649,523 shares of Class A Ordinary Common Stock upon conversion of unsecured, redeemable, convertible notes. The conversion covered approximately US$97,475,184 in principal plus US$1,954,845 of accrued interest under a December 19, 2025 Convertible Note Agreement.

The conversion price was US$12.53 per share, calculated under the agreement’s Discount Rate and Valuation Cap formula. The shares were issued in a private placement relying on exemptions under Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S, and the company agreed to register these shares for resale on an S-1 registration statement.

SharonAI Holdings Inc. is registering up to 11,292,009 shares of Class A Ordinary Common Stock issuable upon conversion of $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031 for resale by existing securityholders. The registration also covers resale of the Notes themselves; SharonAI is not selling any securities and will not receive proceeds from these resales.

The Notes pay 6.00% interest quarterly and are initially convertible at 20.7292 shares per $1,000, implying a conversion price of about $48.24 per share, subject to adjustment, with a maximum 24.8750-share Conversion Rate and a $40.201 Conversion Price floor. The company positions itself as an Australian "neocloud" operator focused on AI and high‑performance computing, with strategic partnerships (including NVIDIA, Cisco, Lenovo and NEXTDC), recent large capital raises, and significant customer and financing agreements supporting expansion of GPU-based infrastructure.

Penn Andrew Richard reported acquisition or exercise transactions in this Form 4 filing.

SharonAI Holdings Inc. director Penn Andrew Richard received two new restricted stock unit (RSU) awards as equity compensation. On May 22, 2026, he was granted 6,944 RSUs and a separate grant of 40,000 RSUs, each RSU representing one share of SHAZ Class A Ordinary Common Stock or its cash equivalent.

The 6,944-unit award will vest in three equal installments on the 12‑, 24‑, and 36‑month anniversaries of the grant date, aligning value with longer-term service. The 40,000-unit award will vest in twelve equal monthly installments over the 12 months following the grant date, providing more regular, short-term vesting.

SharonAI Holdings Inc. director Penn Andrew Richard has filed an initial insider ownership report on Form 3. This filing establishes his status as a director and confirms there are currently no reportable transactions or derivative positions disclosed for him in this submission.