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SharonAI Holdings (SHAZW) SEC Filings, Aug 11-28, 2026

SHAZW OTC
Rhea-AI Summary

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.

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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.

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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.

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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.

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Rhea-AI Summary

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.

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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.

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Rhea-AI Summary

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.

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Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Situational Awareness Partners LP, Leopold Aschenbrenner, and Carl Shulman report beneficial ownership of 7,563,029 shares of SharonAI Holdings Inc. Class A Ordinary Common Stock, representing 19.9% of the class.

The position consists of 5,396,127 Class A shares and warrants to purchase 2,674,823 additional shares, subject to a 19.99% beneficial ownership limitation. The percentage is based on 35,667,164 Class A shares outstanding as of July 30, 2026. The stake is held on behalf of Situational Awareness Partners LP, and the reporting persons state the securities were not acquired to change or influence control of SharonAI Holdings.

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Rhea-AI Summary

SharonAI Holdings Inc. is registering 8,021,282 shares of Class A Ordinary Common Stock for resale by selling stockholders, all issued upon conversion of 12% Convertible Notes from December 2025. The company is not selling shares in this offering and will receive no proceeds.

SharonAI operates as an Australian “neocloud” focused on AI and high‑performance computing, providing GPU-based infrastructure using NVIDIA B200, B300 and anticipated GB300 GPUs, primarily through data centers operated by NEXTDC. It has secured large multi‑year AI infrastructure contracts, significant data center capacity and multiple convertible and straight debt financings to fund growth.

Risk disclosures emphasize a limited operating history and continuing losses, dependence on raising substantial capital, heavy customer and supplier concentration (including NVIDIA and NEXTDC), execution and financing risk on multi‑hundred‑million‑dollar contracts, high leverage and potential dilution from substantial outstanding and future convertible securities.

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Rhea-AI Summary

SharonAI Holdings Inc. is registering for resale by selling securityholders 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 company is not selling securities in this transaction and will not receive proceeds from these resales.

The registered shares comprise 10,419,896 existing common shares, 2,674,823 shares issuable upon exercise of pre-funded warrants, and up to 12,922,858 shares issuable upon conversion of the notes at a maximum conversion rate of 14.5496 shares per $1,000 of principal plus accrued interest. The initial conversion rate is 10.0343 shares per $1,000, equivalent to a conversion price of about $99.66 per share, with a conversion price floor of $68.73.

SharonAI operates as an Australian “neocloud” provider focused on AI and high-performance computing infrastructure, partnering with NVIDIA, NEXTDC, Cisco, Lenovo, VAST and others. It has signed multi-year AI infrastructure contracts, including agreements with Canva, GMI Cloud US Inc., ESDS Software Solutions Ltd. and a global technology customer, and a six-year strategic compute collaboration with NVIDIA involving up to 40,000 Grace Blackwell GB300 GPUs.

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FAQ

How many SharonAI Holdings (SHAZW) SEC filings are available on StockTitan?

StockTitan tracks 88 SEC filings for SharonAI Holdings (SHAZW), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for SharonAI Holdings (SHAZW)?

The most recent SEC filing for SharonAI Holdings (SHAZW) was filed on August 28, 2026.