SharonAI Holdings Inc.

false 0002068385 0002068385 2026-06-22 2026-06-22 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 22, 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 Agreements – Equity On June 17, 2026, SharonAI Holdings Inc. (the “Company”), filed a Current Report on Form 8-K disclosing the entry into (i) Securities Purchase Agreements (the “Equity Purchase Agreements”) dated June 17, 2026, with certain qualified institutional buyers and institutional accredited investors relating to the private offering (the “Equity Offering”) of approximately (A) 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 (B) pre-funded warrants (the “Pre-Funded Warrants”) at a price per Pre-Funded Warrant of $68.7299, to purchase up to an aggregate of 6,374,823 shares of Common Stock, for aggregate gross proceeds of approximately $900 million, and (ii) Registration Rights Agreements dated June 17, 2026, with the purchasers under the Equity Purchase Agreements, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) covering the resale of the Shares issued under the Equity Purchase Agreements, including shares issuable upon exercise of the Pre-Funded Warrants. The transactions contemplated by the Equity Purchase Agreements closed on June 23, 2026. On June 22, 2026, the Company issued the Shares and the Pre-Funded Warrants. 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. Initially, the holder may not exercise any portion of the Pre-Funded Warrants to the extent the holder 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 limitation will further increase to 100% following stockholder approval in connection with NASDAQ Listing Rule 5635(b). The foregoing summaries of the Equity Purchase Agreements and Pre-Funded Warrant are qualified in their entirety by reference to the form of Pre-Funded Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K, the forms of Securities Purchase Agreement – Equity and Securities Purchase Agreement – Equity (with pre-funded warrants) filed as Exhibits 10.1 and 10.5 to the Company’s Current Report on Form 8-K, which are incorporated herein by reference . The Equity Purchase Agreements and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about the Company or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Equity Purchase Agreements and other agreements described below were made as of a specified date, are modified or qualified by information in one or more disclosure schedules prepared in connection with the execution and delivery of the agreements, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in such agreements are not necessarily characterizations of the actual state of facts about the Company or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC. The Company’s investors and securityholders are not third-party beneficiaries under any of these agreements. 4.75% Convertible Senior Notes due 2032 and Indenture On June 17, 2026, the Company a Current Report on Form 8-K disclosing the entry into (i) a Securities Purchase Agreement (the “Notes Purchase Agreement”) with certain qualified institutional buyers relating to the private offering (the “Notes Offering”) of $700 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2032 (the “Notes”) and (ii) a Registration Rights Agreement dated June 17, 2026, pursuant to which the Company agreed to file a Registration Statement with the Commission covering the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes. The transactions contemplated by the Notes Purchase Agreement are expected to close on or about June 26, 2026. On June 22, 2026, the Company issued the Notes in the Notes Offering to certain qualified institutional buyers (the “Purchasers”) who executed the Notes Purchase Agreement pursuant to the terms and conditions of an Indenture (the “Indenture”) dated June 22, 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”). The Notes were initially issued to Cede and Co., as nominee of The Depository Trust Company, as a Global Note and the settlement of the Notes with Purchasers occurred via delivery versus payment on June 22, 2026 through June 26, 2026 (or as soon thereafter as possible). The Notes are senior, unsecured obligations of the Company and will mature on June 15, 2032, unless earlier converted or repurchased. Interest on the Notes will accrue at a rate of 4.75% 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 Not