SharonAI Holdings Inc.

false 0002068385 0002068385 2026-04-26 2026-04-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 26, 2026 SHARONAI HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-43129 41-2349750 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 745 Fifth Avenue , Suite 500 , New York , NY 10151 (Address of principal executive offices, including zip code) (347) 212-5075 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Ordinary Common Stock, $0.0001 par value SHAZ The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement 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”). The Purchase Agreement contains representations and warranties, covenants and other terms customary for an offering of this type. Pursuant to the Purchase Agreement, from the date of the Purchase Agreement until 30 days after the Effective Date (as defined in the Purchase Agreement), neither the Company nor any of its subsidiaries may issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A Ordinary Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”) or Common Stock Equivalents (as defined in the Purchase Agreement), or file any registration statement or any amendment or supplement thereto, subject to certain exceptions, including, without limitation, the issuance of (i) shares of Common Stock or Common Stock Equivalents in connection with the sale of CHESS Depository Interests (“CDIs”) and the quotation of the Company’s CDIs on the Australian Securities Exchange, (ii) the issuance of up to $25,000,000 of shares of Common Stock or Common Stock Equivalents to a strategic transaction partner with whom the Company has a commercial relationship, or its affiliates, as a subscription or investment and/or (ii) a private placement, exempt from the registration requirements of the Securities Act of 1933 as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, of Common Stock and/or pre-funded Common Stock warrants with an effective purchase price per share of not less than $55.00. In addition, from the date of the Purchase Agreement until the one-year anniversary of the Effective Date, the Company is prohibited from effecting or entering into an agreement to effect any issuance of Common Stock or Common Stock Equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions, including the exceptions referred to above. The net proceeds of the Offering are expected to be used for GPU and network procurement, along with working capital to support revenue-generating AI cloud deployments. The Purchase Agreement is expected to close on or about April 30, 2026, subject to certain customary and other closing conditions, including the Company’s entry into a binding customer contract for a minimum of 4,068 GPUs in connection with the project called “Sydney S6 project.” The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the copy of form of Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. 6.00% Convertible Senior Notes due 2031 and Indenture The Company will issue the Notes in the Offering pursuant to the terms and conditions of an Indenture (the “Indenture”) 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”). The Indenture will be executed in connection with the closing of the transactions under the Purchase Agreement. The Notes are senior, unsecured obligations of the Company and will mature on May 1, 2031, unless earlier converted or repurchased. Interest on the Notes will accrue at a rate of 6.00% per year from the first issuance date of the Notes and will be payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on the first such date that is at least 30 calendar days after the initial issuance date of the Notes. Holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1.00 principal amount, for shares of Common Stock, at the option of the holder. - 2 - The Notes initially be represented by one or more registered notes in global form, but may, in certain circumstances, be exchanged for Notes in definitive form and will be issued in principal amount denominations of $1,000 or any integral multiple of $1,000 in excess thereof, The conversion rate for the Notes will initially be 20.7292 shares of Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes, which is equivalent to a conversion price of approximately $48.24 per share of Common Stock. The initial conversion price of the Notes represents a premium of approximately 20% above the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)) at the time the Purchase Agreement was executed. The conversion rate for the Notes is subject to adjustment from time to time in accordance with the terms of the Indenture, including a weighted average adjustment with respect to dilutive issuances provided that in no event will the Conversion Rate exceed 24.8750 shares of Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes (which is based on the Nasdaq Minimum Price of $40.201 on the date the Purchase Agreement was executed). In addition, following certain corporate events that occur prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event. The Notes are not redeemable by the Company. The maximum of 8,706,250 shares of the Common Stock may be issued upon conversion of the Notes based on th