---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-029005"
form_type: "8-K"
ticker: "SHAZ"
cik: "0002068385"
company_name: "SharonAI Holdings Inc."
filed_at: "2026-06-17T13:17:52+00:00"
generated_at: "2026-06-17T13:19:13.042878+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Sharon AI raises $1.6B via equity and convertible notes for NVIDIA AI factory expansion

## Summary
- Raised ~$900M equity (6.7M shares at $68.73 + pre-funded warrants for 6.4M shares) and $700M 4.75% convertible notes due 2032.
- Proceeds to fund six-year NVIDIA collaboration: deploy up to 40,000 Grace Blackwell GB300 GPUs in Australia.
- Total AI factory capacity 132MW, 102MW contracted; >55,000 NVIDIA GPUs expected by mid-2027.
- Convertible notes have initial conversion price ~$99.66 (45% premium to equity placement price of $68.73).
- Financing anchored by Situational Awareness and Oaktree; expected close June 22, 2026.

## SEC filing metadata
- accession: 0001493152-26-029005
- form_type: 8-K
- ticker: SHAZ
- cik: 0002068385
- company_name: SharonAI Holdings Inc.
- filed_at: 2026-06-17T13:17:52+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2068385/000149315226029005/0001493152-26-029005-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2068385/000149315226029005/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-029005
- JSON: https://secwatch.observer/filing/0001493152-26-029005.json
- Plain text: https://secwatch.observer/filing/0001493152-26-029005.txt

## Key facts
- Debt Financings
  SharonAI Holdings Inc. incurred convertible notes of $600 million aggregate principal amount at 4.75% maturing due 2032.
  - Instrument: convertible notes
  - Principal: $600 million aggregate principal amount
  - Rate: 4.75%
  - Maturity: due 2032
  - Event: incurrence
  source text: On June 17, 2026, the Company entered into a Securities Purchase Agreement (the “Notes Purchase Agreement”) with certain qualified institutional buyers relating to the private offering (the “Offering”) of $600 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2032 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2068385/000149315226029005/0001493152-26-029005-index.htm
- Material Agreements
  SharonAI Holdings Inc. entered into Equity Registration Rights Agreement with certain qualified institutional and accredited buyers (effective 2026-06-17).
  - Action: entry
  - Counterparty: certain qualified institutional and accredited buyers
  - Effective: 2026-06-17
  source text: In connection with the Equity Offering, the Company entered into Registration Rights Agreement (the “Equity Registration Rights Agreement”) on June 17, 2026, pursuant to which the Company agreed to file a registration statement (the “Equity Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the resale of the Shares (collectively, the “Equity Registrable Securities”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2068385/000149315226029005/0001493152-26-029005-index.htm
- Material Agreements
  SharonAI Holdings Inc. entered into Equity Purchase Agreement with certain qualified institutional and accredited buyers valued at aggregate gross proceeds of approximately $900 million (effective 2026-06-17).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain qualified institutional and accredited buyers
  - Value: aggregate gross proceeds of approximately $900 million
  - Effective: 2026-06-17
  source text: On June 17, 2026, SharonAI Holdings Inc. (the “Company”) entered into a Securities Purchase Agreements (the “Equity Purchase Agreement”) with certain qualified institutional and accredited buyers relating to the private offering (the “Equity Offering”) of approximately (i) 6,719,896 shares (the “Shares”) of the Company’s Class A ordinary common stock, par value $0.0001 per share (“Common Stock”) at a purchase price per share of $68.73 per Share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) at a price per Pre-Funded Warrant of $68.2799 to purchase up to an aggregate of 6,374,823 shares of Common Stock for aggregate gross proceeds of approximately $900 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2068385/000149315226029005/0001493152-26-029005-index.htm
- Material Agreements
  SharonAI Holdings Inc. entered into Notes Purchase Agreement with certain qualified institutional buyers valued at $600 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2032 (effective 2026-06-17).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain qualified institutional buyers
  - Value: $600 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2032
  - Effective: 2026-06-17
  source text: On June 17, 2026, the Company entered into a Securities Purchase Agreement (the “Notes Purchase Agreement”) with certain qualified institutional buyers relating to the private offering (the “Offering”) of $600 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2032 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2068385/000149315226029005/0001493152-26-029005-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.