SharonAI Holdings Inc. incurred convertible notes of $700 million.
“to correct under (A) “Item 1.01 Entry into a Material Definitive Agreement - Securities Purchase Agreement - Convertible Notes” (i) the aggregate principal amount of Notes to $700 million from $600 million”
Debt Financings
SharonAI Holdings Inc. incurred convertible notes of $600 million aggregate principal amount at 4.75% maturing due 2032.
“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”).”
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).
“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”).”
Material Agreements
SharonAI Holdings Inc. entered into Equity Registration Rights Agreement with certain qualified institutional and accredited buyers (effective 2026-06-17).
“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”).”
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).
“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.”
Equity Issuances
SharonAI Holdings Inc. issued 7,649,523 shares of its Class A Ordinary Common Stock of common stock to the Noteholders for conversion of an aggregate principal amount of approximately US$97,475,184 of unsecured, redeemable, convertible notes (the "Notes"), together with US$1,954,845.
“On June 11, 2026, SharonAI Holdings Inc. (the “Company”) issued 7,649,523 shares of its Class A Ordinary Common Stock, par value $0.0001 per share (the “Conversion Shares”) upon conversion of an aggregate principal amount of approximately US$97,475,184 of unsecured, redeemable, convertible notes (the “Notes”), together with US$1,954,845 of accrued and unpaid interest thereon pursuant to the terms of that certain Convertible Note Agreement (the “Agreement”), dated December 19, 2025, by and among SharonAI, Inc., SharonAI Pty Ltd and certain investors (the “Noteholders”)”
Andrew Penn was appointed as Chair of the Board at SharonAI Holdings Inc..
“On May 21, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed Mr. Andrew Penn to serve as a member of, and as the Chair of, the Board”
Material Agreements
SharonAI Holdings Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $350 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031 (effective 2026-05-18).
“On May 18, 2026, the Company issued the Notes in the Offering certain qualified institutional buyers (the “Purchasers”) who executed the Purchase Agreement pursuant to the terms and conditions of an Indenture (the “Indenture”) dated May 18, 2026 among the Company, certain of the Company’s material subsidiaries named in the Indenture (the Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).”
Material Agreements
SharonAI Holdings Inc. entered into 6.00% Convertible Senior Notes due 2031 and Indenture with certain qualified institutional buyers valued at $350 million aggregate principal amount (effective 2026-04-26).
“On April 28, 2026, SharonAI Holdings Inc. (the “Company”) filed a Current Report on Form 8-K disclosing the entry into a Securities Purchase Agreement (the “Purchase Agreement”) dated April 26, 2026 with certain qualified institutional buyers relating to the private offering (the “Offering”) of $350 million aggregate principal amount of the Company’s 6.00% Convertible Senior Notes due 2031 (the “Notes”).”
Material Agreements
SharonAI Holdings Inc. entered into Securities Purchase Agreement with certain qualified institutional buyers valued at $350 million (effective 2026-04-26).
“On April 26, 2026, SharonAI Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers relating to the private offering (the “Offering”) of $350 million aggregate principal amount of the Company’s 6.00% Convertible Senior Notes due 2031 (the “Notes”).”
Debt Financings
SharonAI Holdings Inc. incurred convertible notes of $350 million aggregate principal amount with qualified institutional buyers at 6.00% per year maturing May 1, 2031.
“April 26, 2026, SharonAI Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers relating to the private offering (the “Offering”) of $350 million aggregate principal amount of the Company’s 6.00% Convertible Senior Notes due 2031”
Material Agreements
SharonAI Holdings Inc. entered into Master Services Agreement and Service Order No. 1 with ESDS Software Solutions Limited valued at approximately USD $1,250,000,000 (effective 2026-03-31).
“On March 31, 2026, SharonAI Holdings Inc., through its wholly-owned subsidiary (together, the “Company”), entered into (i) a Master Services Agreement (the “MSA”) and (ii) Service Order No. 1 (the “Service Order,” and together with the MSA, the “Agreements”) with ESDS Software Solutions Limited and certain of its subsidiaries (together, the “Customer”), pursuant to which the Company agreed to provide high-performance managed GPU compute and cloud infrastructure services to the Customer.”
Material Agreements
SharonAI Holdings Inc. entered into Underwriting Agreement with Lucid Capital Markets, LLC (effective 2026-02-18).
“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.”
Material Agreements
SharonAI Holdings Inc. entered into Membership Interest Purchase Agreement with New Era Energy & Digital Inc. (NUAI) valued at an aggregate of $70,000,000 (effective 2026-01-16).
“On January 16, 2026, SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“we,” “us,” the “Company” or “SharonAI”), entered into a Membership Interest Purchase Agreement (“Purchase Agreement”) for, and closed the sale of, SharonAI’s sale of 100% of its 50% interest (“Membership Interests”) in Texas Critical Data Centers LLC (“TCDC”) to New Era Energy & Digital Inc. (“NUAI”).”
M&A Transactions
SharonAI Holdings Inc. completed a disposition involving New Era Energy & Digital Inc. for $70,000,000 (closed 2026-01-16).
“site project with behind the meter natural gas-fired power in Ector County, Texas. The consideration NUAI will pay SharonAI for the Membership Interests will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 paid in December of 2025 as non-refundable deposit, and (ii) $9,850,000 payable upon the occurrence of certain”
Auditor Changes
SharonAI Holdings Inc. engaged HoganTaylor LLP as its auditor.
“Also on, and effective as of, January 6, 2026, the Committee approved the engagement of HoganTaylor LLP (“HoganTaylor”) as the Company’s independent registered public accounting firm for the Company’s fiscal year 2025 audit”
Auditor Changes
SharonAI Holdings Inc. dismissed CBIZ CPAs P.C. as its auditor.
“(the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm. Also on, and effective as of, January 6, 2026, the Committee approved the engagement of HoganTaylor LLP (“HoganTaylor”) as the Company’s independent registered public accounting firm for the Company’s fiscal year 2025 audit. As previously disclosed, CBIZ CPAs acquired the attest business of Marcum, LLP (“Marcum”), the Company’s prior independent registered public accounting firm, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accounting firm through May 23, 2025. On May 23, 2025, the Company terminated its relationship with Marcum as the Company’s independent registered accounting firm and, with the approval of the Committee, engaged CBIZ CPAs as”
Material Agreements
SharonAI Holdings Inc. entered into Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC with New Era Energy & Digital Inc. valued at $70,000,000 (effective 2025-12-19).
“On December 19, 2025, SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“we,” “us,” the “Company” or “SharonAI”), entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (the “Term Sheet”), setting forth the terms and conditions for SharonAI’s sale of 100% of its 50% interest in Texas Critical Data Centers LLC (“TCDC”) to New Era Energy & Digital Inc. (“NUAI”).”
Governance Changes
SharonAI Holdings Inc.: Reverse stock split 1-for-50 and reduction in authorized common stock to 100,136,341 shares (effective 2025-12-24).
“On December 23, 2025, SharonAI Holdings Inc. (the “Company”), filed a certificate of amendment to its certificate of incorporation with the Delaware Secretary of State, which by its terms becomes effective at 9:30am ET on December 24, 2025, to (i) effectuate a 1-for-50 reverse stock split of its outstanding common stock, including both shares of its Class A Ordinary Common Stock and Class B Super Common Stock, and (ii) reduce its authorized common stock to 100,136,341 shares, being 100,000,000 shares of Class A Ordinary Common Stock and 136,341 shares of Class B Super Common Stock.”
M&A Transactions
SharonAI Holdings Inc. completed a disposition involving New Era Energy & Digital Inc. (NUAI) for $70,000,000 in cash, stock and convertible note (closed 2025-12-19).
“and conditions, as expeditiously as possible, and no later than January 15, 2026. The consideration NUAI will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the”
Material Agreements
SharonAI Holdings Inc. entered into Convertible Note Agreement with certain investors (the "Noteholders") valued at approximately US$ 100,000,000 (effective 2025-12-19).
“On December 19, 2025, SharonAI, Inc. (“SharonAI Inc.”) and SharonAI Pty Ltd (“SharonAI Pty Ltd”), each a subsidiary of SharonAI Holdings Inc. (“SharonAI”), entered into a Convertible Note Agreement (the “Agreement”) with certain investors (the “Noteholders”), pursuant to which the Noteholders agreed to provide financing in the aggregate principal amount of approximately US$ 100,000,000 of unsecured, redeemable, convertible notes (the “Notes”).”
Material Agreements
SharonAI Holdings Inc. amended YA Amendment with YA II PN, Ltd valued at $350,000 initial payment, plus final payment equal to outstanding principal, Redemption Premium, acc (effective 2025-12-15).
“On December 15, 2025, SharonAI entered into an Amendment (the “ YA Amendment ”) to Convertible Promissory Notes and Note Purchase Agreement (the “ YA Agreements ”) with YA II PN, Ltd (“ YA ”).”
Equity Issuances
SharonAI Holdings Inc. issued convertible note to accredited investors for US$ 100,000,000 of unsecured, redeemable, convertible notes.
“On December 19, 2025, SharonAI, Inc. (“SharonAI Inc.”) and SharonAI Pty Ltd (“SharonAI Pty Ltd”), each a subsidiary of SharonAI Holdings Inc. (“SharonAI”), entered into a Convertible Note Agreement (the “Agreement”) with certain investors (the “Noteholders”), pursuant to which the Noteholders agreed to provide financing in the aggregate principal amount of approximately US$ 100,000,000 of unsecured, redeemable, convertible notes (the “Notes”).”
Equity Issuances
SharonAI Holdings Inc. issued common stock.
“on December 16, 2025, Pubco filed the New Charter with the Delaware Secretary of State, and also adopted the New Bylaws, which replace Roth CH’s governing documents in effect as of such time, respectively.”
Equity Issuances
SharonAI Holdings Inc. issued 18,749,999 shares of common stock for automatic conversion of the December 2025 Convertible Notes.
“On December 18, 2025, Pubco issued 18,749,999 shares of its Class A Ordinary Common Stock upon the automatic conversion of the December 2025 Convertible Notes.”
Equity Issuances
SharonAI Holdings Inc. issued 2,249,000 shares of common stock to certain former officers and directors of Roth CH for cancellation of indebtedness.
“On December 17, 2025, Pubco issued 2,249,000 shares of its Class A Ordinary Common Stock to certain former officers and directors of Roth CH in consideration of cancellation of indebtedness held by them.”
Equity Issuances
SharonAI Holdings Inc. issued convertible note to three accredited investors for aggregate amount of $2,250,000.
“On December 17, 2025 Pubco issued convertible promissory notes to three accredited investors pursuant to which it issued convertible promissory notes in the aggregate amount of $2,250,000 to the investors in consideration of $2,250,000.”
Governance Changes
SharonAI Holdings Inc.: Pubco ceased to be a shell company upon consummation of the Business Combination.
“On the Effective Date, Pubco ceased to be a shell company”
Governance Changes
SharonAI Holdings Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors.
“the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company (including its Chief Executive Officer and other executive and senior financial officers)”
“and also adopted the New Bylaws, which replace Roth CH’s governing documents in effect as of such time, respectively”
Governance Changes
SharonAI Holdings Inc.: Filed new Charter with Delaware Secretary of State, replacing prior governing document (effective 2025-12-16).
“on December 16, 2025, Pubco filed the New Charter with the Delaware Secretary of State”
Debt Financings
SharonAI Holdings Inc. incurred convertible notes of US$ 100,000,000 with certain investors (the "Noteholders") at 12% per annum from April 19, 2026, through December 18, 2026, and 15% per annum maturing December 19, 2027.
“On December 19, 2025, SharonAI, Inc. (“SharonAI Inc.”) and SharonAI Pty Ltd (“SharonAI Pty Ltd”), each a subsidiary of SharonAI Holdings Inc. (“SharonAI”), entered into a Convertible Note Agreement (the “Agreement”) with certain investors (the “Noteholders”), pursuant to which the Noteholders agreed to provide financing in the aggregate principal amount of approximately US$ 100,000,000 of unsecured, redeemable, convertible notes (the “Notes”).”
M&A Transactions
SharonAI Holdings Inc. underwent a change of control involving SharonAI Inc. for 521,820,420 shares of Pubco Class A Ordinary Common Stock; 6,816,948 shares of Pubco Class B Super Common Stock; 23,939,758 Restrictive Stock Units, 4,634,181 o (closed 2025-12-17).
“”). In connection with the Business Combination, Pubco was renamed “SharonAI Holdings Inc.” On the Effective Date, (a) the shareholders of SharonAI were issued an aggregate of 521,820,420 shares of Pubco Class A Ordinary Common Stock (“ Class A Ordinary Common Stock ”); an aggregate of 6,816,948 shares of Pubco Class B Super Common Stock (“ Class B Super Common”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.