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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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.
Explanatory Note
SharonAI
Holdings Inc. (the “Company”) is filing this Form 8-K/A (“Amendment No 1”) to its Current Report on Form 8-K
as originally filed with the Securities and Exchange Commission on June 17, 2026 (the “Original Filing”), 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 in the Original Filing and (ii) the Conversion Price for the
Notes to approximately $99.66 per shares from $95.66 per share as referenced in the Original Filing and (B) “Item 1.01 Entry
into a Material Definitive Agreement – Registration Rights Agreement – Equity” and “Item 1.01 Entry into a Material
Definitive Agreement – Registration Rights Agreement – Equity” -and “Item 1.01 Entry into a Material Definitive
Agreement –Registration Rights Agreement – Convertible Notes,” the number of aggregate calendar days in any 12-month
period constituting an “Event” to 60 calendar days from 30 calendar days in the Original Filing.
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 60 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.
Securities
Purchase Agreement – Convertible Notes
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 $700 million aggregate principal amount
of the Company’s 4.75% Convertible Senior Notes due 2032 (the “Notes”). The Company intends to use the net proceeds
from the sale of the Notes 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
Purchase Agreement contains representations and warranties, covenants and other terms customary for an offering of this type. The 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 Notes Purchase Agreement is qualified in its entirety by reference to the copy of form of Purchase Agreement
attached as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.
4.75%
Convertible Senior Notes due 2032 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 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 Notes may convert all or any portion of their Notes at any time, in integral multiples
of $1,000 principal amount, for shares of Common Stock, at the option of the holder.
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 10.0343 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 $99.66 per share of
Common Stock. The initial conversion price of the Notes represents a premium of approximately 45% 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 14.5496 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 $68.73 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 approximately 13,087,365 shares of the Common
Stock may be issued upon conversion of the Notes based on the maximum conversion rate of 14.5496 shares of Common Stock per $1,000 of
the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes.
Any
time after the date that is eighteen months after the initial issuance date of the notes and on or before the 20th VWAP Trading
Day immediately preceding the maturity date, the Company has the right to force convert all, or any portion of the Notes, but only if
(i) the Daily VWAP for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including the VWAP Trading Day immediately
before the date the Company gives notice of the forced conversion, exceeds 200% of the Conversion Price (subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
initial issuance date of the Notes); (ii) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Exchange
for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including the VWAP Trading Day immediately before the date the
Company gives notice of the forced conversion is at least $50 million and (iii) the Liquidity Conditions (as defined in the Indenture)
are satisfied. No shares of Common Stock will be issued to a holder in excess of its restricted beneficial ownership percentage, which
is initially 4.99% (and subject to increase on the terms set forth in the Indenture) (the “Restricted Beneficial Ownership Percentage”).
Instead, in lieu of delivery of such shares of Common Stock in excess of the Restricted Ownership Percentage to the applicable Holder,
the Company will issue pre-funded warrants (the “Pre-Funded Warrants”) exercisable for such excess shares of Common Stock
to such Holder. Such Pre-Funded Warrants will be exercisable in perpetuity, issued in book-entry form, have an exercise price of $0.0001
per share of Common Stock, will have exercise blockers equal to the Restricted Beneficial Ownership Percentage.
If
the Company undergoes a Fundamental Change (as defined in the Indenture), then, subject to certain conditions and except as described
in the Indenture, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a fundamental
change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the fundamental change repurchase date.
The
Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Subsidiary Guarantors named in the Indenture, subject
to the terms of the Indenture.
The
Indenture includes customary affirmative and negative covenants, including a debt maintenance covenant and a prohibition on incurring
secured debt in excess of $25 million. The Indenture also sets forth certain events of default after which the Notes may be declared
immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which
the Notes become automatically due and payable, which include the following:
| ● |
certain
payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day
cure period); |
| |
|
| ● |
failure
by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s
conversion right; |
| |
|
| ● |
the
Company’s failure to issue the Fundamental Change Repurchase Notice (as defined in the Indenture) within specified periods
of time set forth in the Indenture; |
| |
|
| ● |
the
Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate
with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially
all of the assets of the Company and its subsidiaries, taken as a whole, to another person; |
| |
|
| ● |
a
default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived
within 60 days after notice is given in accordance with the Indenture; |
| |
|
| ● |
certain
defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $7.5 million; |
| |
|
| ● |
certain
events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries and in the
case of any involuntary case or proceeding which remains undismissed and unstayed for a period of 60 consecutive days; |
| |
|
| ● |
a
final judgment or judgments for the payment of $7,500,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance) in the aggregate rendered against the Company or any significant subsidiary, which judgment is not discharged, bonded,
paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced,
or (ii) the date on which all rights to appeal have been extinguished; or |
| |
|
| ● |
a
Subsidiary Guarantee with respect to the Notes ceases to be in full force and effect or the Company or any Subsidiary Guarantor denies
or disaffirms its obligations under the Indenture or any Subsidiary Guarantee with respect to the Notes. |
If
certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid
interest, if any, on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect
to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing,
the Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company
and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due
and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an
event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the
first 180 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the
Notes.
The
foregoing summary of the Indenture, the Notes and the Subsidiary Guarantees are qualified in their entirety by reference to the copy
of the substantially final form of Indenture attached as Exhibit A to the form of Securities Purchase Agreement, which it attached as
Exhibit 10.1 to this Current Report on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.
Registration
Rights Agreement – Convertible Notes
In
connection with the Notes Offering, the Company entered into a Registration Rights Agreement (the “Notes Registration Rights Agreement”)
on June 17, 2026, pursuant to which the Company agreed to file a Notes Registration Statement (the “Notes Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) covering the resale of the Notes and the shares of Common
Stock issuable upon conversion of the Notes (collectively, the “Notes Registrable Securities”). Under the Registration Rights
Agreement, the Company is required to file the Notes 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 Notes Registration
Statement to be declared effective by the Commission no later than the 60th calendar day following the date of the Registration Rights
Agreement (or the 90th calendar day in the event of a “full review” by the Commission). The Notes 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 Notes Registration Statement by the required filing date, fails to cause the Notes Registration Statement
to be declared effective by the required effectiveness date, or if the Notes Registration Statement ceases to remain continuously effective
as to all Notes Registrable Securities for more than 20 consecutive calendar days or more than 60 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 Notes Registration Rights Agreement is qualified in its entirety by reference to the copy of the form of Registration
Rights Agreement attached as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Company will issue the Shares, the Pre-Funded Warrants and the Notes in reliance upon the exemption from registration provided by Section
4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be
offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates
evidencing such shares contain a legend stating the same.
The
Shares, the Notes and the shares of Common Stock issuable upon conversion of the Notes, the Pre-Funded Warrants and the shares of Common
Stock issuable upon exercise of the Pre-Funded Warrants, if any, have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
Item
7.01 Regulation FD Disclosure.
Offering
Press Release
On
June 17, 2026, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference.
Forward-Looking
Statements
Certain
statements in this report, including, the expected closing date, may be considered “forward-looking statements,” such as
statements relating to the Offering. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,”
“expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,”
“intend,” “may,” “plan,” “potential,” “project,” “should,” “target,”
“will,” “would” and similar words. These forward-looking statements speak only as of the date of this report.
Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can
give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from historical experience or from future results expressed or
implied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based, unless required by law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number |
|
Description |
| 10.1*# |
|
Form of Securities Purchase Agreement – Equity |
| 10.2*# |
|
Form of Registration Rights Agreement – Equity |
| 10.3*# |
|
Form of Securities Purchase Agreement – Convertible Notes |
| 10.4*# |
|
Form of Registration Rights Agreement – Convertible Notes |
| 10.5# |
|
Form of Securities Purchase Agreement – Equity (with pre-funded warrants) |
| 99.1# |
|
Press Release, dated June 17, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation
S-K. The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange
Commission upon request.
# Previously filed.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SHARONAI
HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
CEO |
| |
|
|
| Date:
June 17, 2026 |
|
|
