SHAZ · SharonAI Holdings, Inc. Class A Common Stock

On May 18, 2026, SharonAI Holdings Inc. issued $350 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031 under an indenture dated the same day. The notes are senior unsecured obligations guaranteed by six material subsidiaries, including SharonAI Inc., SharonAI Operations LLC, SharonAI Hosting LLC, SAI US No. 1 LLC, SharonAI Pty Ltd, and Distributed Storage Solutions Pty Ltd. Interest accrues at 6.00% per annum, payable quarterly in arrears on January 1, April 1, July 1, and October 1. Holders may convert notes at any time into shares of Class A Common Stock at an initial conversion rate of 20.7292 shares per $1,000 principal plus accrued interest, implying a conversion price of approximately $48.24 per share. The conversion rate is subject to adjustment for dilutive events and is capped at 24.8750 shares per $1,000. The company may force conversion after 18 months if certain stock price and volume conditions are met, subject to liquidity conditions. Upon a fundamental change, holders can require repurchase at 100% of principal plus accrued interest. The indenture includes a maintenance covenant requiring total Holdco Debt not to exceed the Holdco Coverage Amount (GPU Value plus Holdco Cash minus Secured GPU Debt) as of each fiscal quarter end, with a 30-day cure period. Proceeds are earmarked for GPU and network procurement and working capital to support a previously announced ~$950 million, five-year cloud computing infrastructure agreement with a global technology company, from which revenue is expected by late 2026. The offering was placed privately under Rule 144A to qualified institutional buyers, led by Oaktree Capital Management. The notes and underlying shares are unregistered and subject to transfer restrictions.