SharonAI raises $1.5B through equity and convertible note offerings

SharonAI Holdings Inc. (NASDAQ: SHAZ) announced on June 17, 2026, that it entered into two separate private placement agreements to raise approximately $1.5 billion in total gross proceeds.

The first agreement involves a private equity offering of approximately 6,719,896 shares of Class A common stock at $68.73 per share, along with pre-funded warrants to purchase up to 6,374,823 additional shares, for aggregate gross proceeds of approximately $900 million.

The second agreement covers $600 million in aggregate principal of 4.75% Convertible Senior Notes due June 15, 2032. The notes carry quarterly interest payments and an initial conversion price of approximately $95.66 per share, representing a roughly 45% premium above the Nasdaq minimum price at the time the agreement was executed. The maximum number of shares issuable upon conversion of the notes is approximately 13,087,365, based on a maximum conversion rate of 14.5496 shares per $1,000 principal.

Both offerings are expected to close on or about June 22, 2026, subject to customary closing conditions.

The company stated it intends to use proceeds from both offerings to fund its previously announced six-year strategic compute collaboration with Nvidia, which includes deploying up to 40,000 Grace Blackwell GB300 GPUs as part of what the company describes as one of Australia's largest AI factories, as well as broader expansion plans.

The convertible notes are senior unsecured obligations guaranteed by certain material subsidiaries. The indenture includes a prohibition on incurring secured debt exceeding $25 million. The company retains the right to force conversion of the notes beginning 18 months after issuance if specific trading price and volume conditions are met.

In connection with the equity offering, SharonAI also entered into a registration rights agreement requiring the company to file a resale registration statement with the Securities and Exchange Commission within 45 calendar days of the agreement date.

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