SHAZ · SharonAI Holdings, Inc. Class A Common Stock

This $350 million convertible note offering represents a strategically significant financing event for SharonAI, directly enabling its core growth initiative: scaling GPU-powered AI cloud infrastructure. Unlike generic debt, the structure embeds strong alignment with equity holders — the 20% conversion premium signals management’s confidence in near-term valuation appreciation, while the forced conversion feature (triggerable after 18 months if stock trades >200% of conversion price) creates a powerful upside catalyst for both the company and investors. The use of proceeds is operationally precise: funding GPU procurement and network build-out directly addresses the capital-intensive bottleneck in delivering revenue-generating AI cloud services, as highlighted in the press release’s emphasis on 'revenue-generating AI cloud deployments'. Critically, the financing is contingent on securing a binding customer contract for at least 4,068 GPUs — a hard commercial milestone that de-risks the capital deployment and validates demand for SharonAI’s sovereign AI infrastructure. From a governance perspective, the transaction introduces robust investor protections: a strict 45-day registration filing deadline backed by escalating liquidated damages (1.0% monthly, capped at 5%), a comprehensive debt maintenance covenant tied to GPU value and cash holdings, and explicit prohibitions on dilutive equity issuances for 30 days post-closing. The lead participation by Oaktree — a sophisticated credit and special situations investor — alongside Two Seas Capital, underscores deep institutional conviction in SharonAI’s asset-light, high-margin Neocloud model and its ability to monetize sovereign AI infrastructure demand. This is not merely balance sheet expansion; it is targeted fuel for execution on a clearly articulated, capital-constrained growth path.