SharonAI Holdings Inc. (NASDAQ: SHAZ) announced a $1.6 billion private placement financing to fund the expansion of AI computing infrastructure across Australia and the Asia-Pacific region, according to a company statement.

The transaction consists of two components: a $900 million equity private placement comprising 6,719,896 shares of common stock at $68.73 per share and pre-funded warrants to purchase 6,374,823 additional shares, and a $700 million offering of 4.75% Convertible Senior Notes due 2032. The notes carry an initial conversion price of approximately $99.66 per share, representing a 45% premium to the common stock placement price, and mature on June 15, 2032.

The financing was anchored by Situational Awareness L.P. and funds managed by Oaktree Capital Management, L.P., alongside new and existing institutional and strategic investors.

Proceeds will be directed toward a previously announced six-year strategic compute collaboration with Nvidia, under which Sharon AI plans to deploy up to 40,000 Grace Blackwell GB300 GPUs. The company said its total AI Factory capacity has reached 132 megawatts, with 102 megawatts contracted to end customers. Sharon AI expects to deploy more than 55,000 Nvidia GPUs by mid-2027.

"We continue to see demand for GPU compute significantly outpacing supply, with strong demand from AI-natives, enterprise, government, research, and hyperscale customers," said James Manning, co-founder and CEO of Sharon AI.

The transaction is expected to close on or about June 22, 2026, subject to customary closing conditions. Goldman Sachs & Co. LLC is serving as lead placement agent, with Lucid Capital Markets also acting as placement agent. Macquarie Capital is serving as financial advisor.

The securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption. Sharon AI said it has agreed to file a resale registration statement with the Securities and Exchange Commission.