SharonAI Holdings Inc.

false 0002068385 0002068385 2026-06-17 2026-06-17 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): June 17, 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 – Equity 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. The Company intends to use the net proceeds from the sale of the to support the Company’s previously announced six-year strategic compute collaboration with NVIDIA, where the Company intends to deploy one of Australia’s largest AI Factories including up to 40,000 Grace Blackwell GB300 GPUs as well as broader expansion plans. The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. Until the Company receives stockholder approval for issuance of the Pre-Funded Warrant Shares, a holder may not exercise any portion of the Common Warrants to the extent the Purchaser would initially own more than 9.99% of the outstanding Common Stock immediately after exercise; provided, however, that will increase to 19.99% after confirmation of HSR Satisfaction (as defined in the Pre-Funded Warrant”) and which will increase to 100% following stockholder approval of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Equity Purchase Agreement contains representations and warranties, covenants and other terms customary for an offering of this type. The Equity Purchase Agreement is expected to close on or about June 22, 2026, subject to certain customary and other closing conditions. The foregoing summary of the Equity Purchase Agreement is qualified in its entirety by reference to the copy of form of Equity Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference and the form of Equity Purchase Agreement with Pre-Funded Warrants attached as Exhibit 10.5 to this Current Report on Form 8-K, which are incorporated herein by reference. The foregoing summary of the Pre-Funded Warrant is qualified in its entirety by reference to the copy of substantially final form of Pre-Funded Warrant attached as Exhibit B to the Equity Purchase Agreement with Pres-Funded Warrants attached as Exhibit 10.5 to this Current Report on Form 8-K, which is incorporated herein by reference Registration Rights Agreement – Equity 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”). Under the Equity Registration Rights Agreement, the Company is required to file the Equity Registration Statement with the Commission no later than the 45th calendar day following the date of the Registration Rights Agreement. The Company is required to use its reasonable best efforts to cause the Equity Registration Statement to be declared effective by the Commission no later than the 60th calendar day following the date of the Equity Registration Rights Agreement (or the 90th calendar day in the event of a “full review” by the Commission). The Equity Registration Statement is required to be on Form S-3 (or, if the Company is not then eligible to use Form S-3, on another appropriate form). If the Company fails to file the Equity Registration Statement by the required filing date, fails to cause the Equity Registration Statement to be declared effective by the required effectiveness date, or if the Equity Registration Statement ceases to remain continuously effective as to all Equity Registrable Securities for more than 20 consecutive calendar days or more than 30 calendar days in any 12-month period (each, an “Event”), the Company is required to pay to each holder, as partial liquidated damages, an amount in cash equal to 1.0% of the aggregate subscription amount paid by such holder pursuant to the Purchase Agreement on each monthly anniversary of such Event date until the applicable Event is cured. The maximum aggregate liquidated damages payable to a Holder under the Registration Rights Agreement is 5.0% of the aggregate subscription amount paid by such Holder pursuant to the Purchase Agreement. The Registration Rights Agreement also contains customary indemnification and contribution provisions. In addition, the Company agreed to reimburse Oaktree Fund Administration, LLC for reasonable and documented legal fees and expenses incurred in connection with the Registration Rights Agreement in an amount not to exceed $50,000. The foregoing summary of the Equity Registration Rights Agreement is qualified in its entirety by reference to the copy of the form of Equity Registration Rights Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference, and Exhibit A to the Equity Purchase Agreement with Pres-Funded Warrants attached as Exhibit 10.5 to this Current Report on Form 8-K, which is incorporated herein by reference. - 2 - Securities Purchase Agreement – Convertible Notes On June 17, 2026, the Company entered into a Securities Purc