SharonAI Holdings Inc. (NASDAQ: SHAZ) entered into definitive agreements for a $350 million convertible note offering to fund GPU and network procurement, according to a company statement.

The financing consists of 6% Convertible Senior Notes due in 2031, with an initial conversion price of approximately $48.24, representing a 20% premium to the at-the-market price under Nasdaq rules on the signing date. The notes carry a 5-year term with quarterly cash coupon payments of 6%.

Oaktree Capital Management leads the financing through funds within its Value Opportunities investment strategy, with participation from Two Seas Capital LP and other institutional investors. The offering is expected to close on or about April 30, 2026, subject to closing conditions.

The notes will be senior obligations guaranteed by the company's subsidiaries. Company founders agreed to lock-up agreements preventing sales of specified securities until March 31, 2027, with certain exceptions.

Sharon AI plans to use the proceeds primarily for GPU and network procurement and working capital to support AI cloud deployments. The Australian company operates as a high-performance computing firm focused on artificial intelligence and cloud GPU compute infrastructure.

Lucid Capital Markets served as sole placement agent for the transaction. The notes are being sold in a private offering to qualified institutional buyers under Rule 144A of the Securities Act.