SHAZ · SharonAI Holdings, Inc. Class A Common Stock

SharonAI Holdings Inc. has announced a significant corporate action involving both a capital markets transaction and a strategic listing expansion. The company's Board of Directors has approved seeking a dual listing on the Australian Securities Exchange in addition to its existing Nasdaq Capital Market listing. This move represents a geographic expansion of the company's investor base and market presence. In connection with this listing, the company plans to conduct a private offering of CHESS Depositary Interests to institutional investors in certain countries outside the United States. Notably, the company disclosed that all currently outstanding convertible promissory notes are expected to automatically convert into CDIs immediately prior to the ASX admission, which could impact the company's capital structure. The company emphasized there will be no public offering of CDIs in the United States, and neither the CDIs nor the underlying shares have been registered under U.S. securities laws. The entire transaction is subject to market and other conditions, with the company explicitly stating there can be no assurance regarding completion, pricing, or gross proceeds. This announcement represents a material development for investors as it involves both a potential capital raise and a significant expansion of the company's market presence through dual listing on an international exchange.