SharonAI SEC Filings

SharonAI Holdings Inc. entered a six-year strategic compute collaboration with NVIDIA under a Master Cloud Services Agreement with a contract value of up to $4.88 billion.

The partners plan to deploy 72 megawatts of new AI data center capacity in Australia, scaling up to 40,000 NVIDIA Grace Blackwell GB300 GPUs. The structure combines product revenue for NVIDIA with revenue sharing on Sharon AI’s NVIDIA-powered cloud services. Sharon AI highlights significant execution risks, including tight delivery timelines for large GPU clusters, performance and availability thresholds, financing needs, long-term contractual obligations, regulatory and cybersecurity exposure, and termination rights if material breaches or adverse financial conditions occur.

SharonAI Holdings Inc. reported that on June 11, 2026 it issued 7,649,523 shares of Class A Ordinary Common Stock upon conversion of unsecured, redeemable, convertible notes. The conversion covered approximately US$97,475,184 in principal plus US$1,954,845 of accrued interest under a December 19, 2025 Convertible Note Agreement.

The conversion price was US$12.53 per share, calculated under the agreement’s Discount Rate and Valuation Cap formula. The shares were issued in a private placement relying on exemptions under Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S, and the company agreed to register these shares for resale on an S-1 registration statement.

SharonAI Holdings Inc. reported that on June 11, 2026 it issued 7,649,523 shares of Class A Ordinary Common Stock upon conversion of unsecured, redeemable, convertible notes. The conversion covered approximately US$97,475,184 in principal plus US$1,954,845 of accrued interest under a December 19, 2025 Convertible Note Agreement.

The conversion price was US$12.53 per share, calculated under the agreement’s Discount Rate and Valuation Cap formula. The shares were issued in a private placement relying on exemptions under Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S, and the company agreed to register these shares for resale on an S-1 registration statement.

SharonAI Holdings Inc. is registering up to 11,292,009 shares of Class A Ordinary Common Stock issuable upon conversion of $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031 for resale by existing securityholders. The registration also covers resale of the Notes themselves; SharonAI is not selling any securities and will not receive proceeds from these resales.

The Notes pay 6.00% interest quarterly and are initially convertible at 20.7292 shares per $1,000, implying a conversion price of about $48.24 per share, subject to adjustment, with a maximum 24.8750-share Conversion Rate and a $40.201 Conversion Price floor. The company positions itself as an Australian "neocloud" operator focused on AI and high‑performance computing, with strategic partnerships (including NVIDIA, Cisco, Lenovo and NEXTDC), recent large capital raises, and significant customer and financing agreements supporting expansion of GPU-based infrastructure.

SharonAI Holdings Inc. is registering up to 11,292,009 shares of Class A Ordinary Common Stock issuable upon conversion of $350,000,000 principal amount of 6.00% Convertible Senior Notes due 2031 for resale by existing securityholders. The registration also covers resale of the Notes themselves; SharonAI is not selling any securities and will not receive proceeds from these resales.

The Notes pay 6.00% interest quarterly and are initially convertible at 20.7292 shares per $1,000, implying a conversion price of about $48.24 per share, subject to adjustment, with a maximum 24.8750-share Conversion Rate and a $40.201 Conversion Price floor. The company positions itself as an Australian "neocloud" operator focused on AI and high‑performance computing, with strategic partnerships (including NVIDIA, Cisco, Lenovo and NEXTDC), recent large capital raises, and significant customer and financing agreements supporting expansion of GPU-based infrastructure.

Penn Andrew Richard reported acquisition or exercise transactions in this Form 4 filing.

SharonAI Holdings Inc. director Penn Andrew Richard received two new restricted stock unit (RSU) awards as equity compensation. On May 22, 2026, he was granted 6,944 RSUs and a separate grant of 40,000 RSUs, each RSU representing one share of SHAZ Class A Ordinary Common Stock or its cash equivalent.

The 6,944-unit award will vest in three equal installments on the 12‑, 24‑, and 36‑month anniversaries of the grant date, aligning value with longer-term service. The 40,000-unit award will vest in twelve equal monthly installments over the 12 months following the grant date, providing more regular, short-term vesting.

Penn Andrew Richard reported acquisition or exercise transactions in this Form 4 filing.

SharonAI Holdings Inc. director Penn Andrew Richard received two new restricted stock unit (RSU) awards as equity compensation. On May 22, 2026, he was granted 6,944 RSUs and a separate grant of 40,000 RSUs, each RSU representing one share of SHAZ Class A Ordinary Common Stock or its cash equivalent.

The 6,944-unit award will vest in three equal installments on the 12‑, 24‑, and 36‑month anniversaries of the grant date, aligning value with longer-term service. The 40,000-unit award will vest in twelve equal monthly installments over the 12 months following the grant date, providing more regular, short-term vesting.

SharonAI Holdings Inc. director Penn Andrew Richard has filed an initial insider ownership report on Form 3. This filing establishes his status as a director and confirms there are currently no reportable transactions or derivative positions disclosed for him in this submission.

SharonAI Holdings Inc. director Penn Andrew Richard has filed an initial insider ownership report on Form 3. This filing establishes his status as a director and confirms there are currently no reportable transactions or derivative positions disclosed for him in this submission.

SharonAI Holdings Inc. completed a private offering of $350 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031 to qualified institutional buyers. The notes are senior unsecured, mature on May 1, 2031, and pay 6.00% interest quarterly.

Holders can convert into Class A common stock at an initial rate of 20.7292 shares per $1,000, implying a conversion price of about $48.24 per share, with a capped maximum conversion rate of 24.8750 shares. Based on this cap, up to 8,706,250 shares could be issued on principal conversion, or 11,292,009 shares if accrued interest is also converted, subject to a 4.99% ownership limit that is managed using pre-funded warrants.

The notes include subsidiary guarantees, customary covenants, and cross‑default and bankruptcy events of default. In a separate disclosure, the company highlighted that it plans to use the proceeds mainly for GPU and network procurement and working capital to support AI cloud deployments, including a previously announced approximately US$950 million five‑year cloud infrastructure agreement.

SharonAI Holdings Inc. completed a private offering of $350 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031 to qualified institutional buyers. The notes are senior unsecured, mature on May 1, 2031, and pay 6.00% interest quarterly.

Holders can convert into Class A common stock at an initial rate of 20.7292 shares per $1,000, implying a conversion price of about $48.24 per share, with a capped maximum conversion rate of 24.8750 shares. Based on this cap, up to 8,706,250 shares could be issued on principal conversion, or 11,292,009 shares if accrued interest is also converted, subject to a 4.99% ownership limit that is managed using pre-funded warrants.

The notes include subsidiary guarantees, customary covenants, and cross‑default and bankruptcy events of default. In a separate disclosure, the company highlighted that it plans to use the proceeds mainly for GPU and network procurement and working capital to support AI cloud deployments, including a previously announced approximately US$950 million five‑year cloud infrastructure agreement.

SharonAI Holdings Inc. reported a first-quarter 2026 net loss attributable to the company of $19.9 million, or $1.43 per share, on revenue of $294,014, slightly below $325,092 a year earlier. The core business still generates negative gross margin, with cost of revenue of $525,816 exceeding sales, and SG&A rising to $4.0 million as the company scales its AI infrastructure platform.

Results were dominated by non-operating items, including a $65.9 million gain on the sale of its 50% interest in Texas Critical Data Centers LLC, partially offset by a $70.2 million loss from fair value changes on $199.4 million of convertible notes and a $13.5 million income tax expense. Cash and cash equivalents increased to $164.3 million, supported by $119.5 million of net equity proceeds and $15.2 million from convertible note issuance. The company also signed a $1,260,000,000 GPU services contract with ESDS Software Solutions Limited and later a $950 million contract with a global technology company, alongside large capital and data-center commitments to support future AI cloud growth.

SharonAI Holdings Inc. reported a first-quarter 2026 net loss attributable to the company of $19.9 million, or $1.43 per share, on revenue of $294,014, slightly below $325,092 a year earlier. The core business still generates negative gross margin, with cost of revenue of $525,816 exceeding sales, and SG&A rising to $4.0 million as the company scales its AI infrastructure platform.

Results were dominated by non-operating items, including a $65.9 million gain on the sale of its 50% interest in Texas Critical Data Centers LLC, partially offset by a $70.2 million loss from fair value changes on $199.4 million of convertible notes and a $13.5 million income tax expense. Cash and cash equivalents increased to $164.3 million, supported by $119.5 million of net equity proceeds and $15.2 million from convertible note issuance. The company also signed a $1,260,000,000 GPU services contract with ESDS Software Solutions Limited and later a $950 million contract with a global technology company, alongside large capital and data-center commitments to support future AI cloud growth.

Oaktree Capital Management LP reported beneficial ownership of 1,000,000 shares of SharonAI Holdings Inc. Common Stock, representing 6.25% of the Class A ordinary shares outstanding. The filing states the outstanding share base was 15,998,830 shares as of March 30, 2026. The reported shares are held across Oaktree-managed accounts, including Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., and Boston Patriot Arlington St LLC. The statement was signed by Henry Orren, Managing Director, on 05/13/2026.

Oaktree Capital Management LP reported beneficial ownership of 1,000,000 shares of SharonAI Holdings Inc. Common Stock, representing 6.25% of the Class A ordinary shares outstanding. The filing states the outstanding share base was 15,998,830 shares as of March 30, 2026. The reported shares are held across Oaktree-managed accounts, including Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., and Boston Patriot Arlington St LLC. The statement was signed by Henry Orren, Managing Director, on 05/13/2026.

SharonAI Holdings Inc. filed an 8-K to share a press release announcing a major cloud computing infrastructure agreement with a global technology company with a strong Asia-Pacific presence. The contract is valued at approximately US$950 million over five years.

Sharon AI plans to deploy cloud computing solutions across multiple NEXTDC data centers in Australia, with revenue from the agreement expected to begin by the end of the third and fourth quarters of 2026. The deployments are expected to use the Vast Data AI Operating System to combine storage, database, compute and real-time processing, supporting Sharon AI’s growth in high-performance AI cloud services across Australia and the broader Asia-Pacific region.

SharonAI Holdings Inc. filed an 8-K to share a press release announcing a major cloud computing infrastructure agreement with a global technology company with a strong Asia-Pacific presence. The contract is valued at approximately US$950 million over five years.

Sharon AI plans to deploy cloud computing solutions across multiple NEXTDC data centers in Australia, with revenue from the agreement expected to begin by the end of the third and fourth quarters of 2026. The deployments are expected to use the Vast Data AI Operating System to combine storage, database, compute and real-time processing, supporting Sharon AI’s growth in high-performance AI cloud services across Australia and the broader Asia-Pacific region.

SharonAI Holdings Inc. entered into new executive employment agreements for its leadership team, effective May 1, 2026, transitioning key founders and senior executives from contractor roles to full-time employees of SharonAI Pty Ltd.

The contracts set base salaries ranging from approximately US$400,000 to US$500,000, plus performance-based short- and long-term incentives largely payable in restricted stock units and one-time listing awards. The company also formalized and later altered compensation for General Counsel Tim Flahvin, reducing his base salary while increasing and restructuring his RSU awards and short-term incentive. Related contractor agreements with entities associated with executives James Manning, Tim Broadfoot and Nick Hughes‑Jones were terminated by mutual agreement without material early termination penalties.

SharonAI Holdings Inc. entered into new executive employment agreements for its leadership team, effective May 1, 2026, transitioning key founders and senior executives from contractor roles to full-time employees of SharonAI Pty Ltd.

The contracts set base salaries ranging from approximately US$400,000 to US$500,000, plus performance-based short- and long-term incentives largely payable in restricted stock units and one-time listing awards. The company also formalized and later altered compensation for General Counsel Tim Flahvin, reducing his base salary while increasing and restructuring his RSU awards and short-term incentive. Related contractor agreements with entities associated with executives James Manning, Tim Broadfoot and Nick Hughes‑Jones were terminated by mutual agreement without material early termination penalties.