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SharonAI S-1 Filings

SHAZW OTC Link

Every S-1 that SharonAI (SHAZW) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-1 covers the registration statement a company files to sell shares publicly, so if you follow SHAZW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SHAZW filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

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.

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.

Rhea-AI Summary

SharonAI Holdings Inc. is registering for resale up to 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 securities are held by selling securityholders; the company is not selling securities and will not receive sale proceeds.

The notes pay 4.75% interest quarterly to June 15, 2032 and are convertible at an initial rate of 10.0343 shares per $1,000 of principal plus accrued interest, equivalent to a $99.66 conversion price, with a maximum 14.5496 conversion rate and a $68.73 price floor. Subject to conditions, the company may require conversion after December 22, 2027 if the share price exceeds 200% of the conversion price. The Class A stock trades on Nasdaq under “SHAZ”; the last reported sale price on July 29, 2026 was $40.09.

SharonAI operates an Australian “neocloud” focused on AI and high‑performance computing, partnering with NVIDIA, NEXTDC, Cisco and others to deploy large GPU clusters. Recent developments include a five‑year US$1.25 billion AI infrastructure agreement with ESDS Software Solutions, an approximately $950 million contract with a global technology customer, and a US$1.32 billion, five‑year cloud deal with a global AI lab, alongside June 2026 private offerings of approximately $900 million of stock and pre‑funded warrants and $700 million of 4.75% Convertible Senior Notes whose proceeds are expected to support its NVIDIA collaboration and broader expansion. The risk discussion highlights capital‑intensive growth, reliance on a small number of major customers and suppliers such as NVIDIA and NEXTDC, dependence on securing substantial asset‑level debt financing, execution risk on large GPU deployments, and potential share overhang from the ability of selling securityholders to resell a large block of shares.

Rhea-AI Summary

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.