SharonAI Holdings Inc. (SHAZ) Form 424B3 — Aug 13, 2026

$SHAZForm 424B3Filed Aug 13, 2026, 5:03 PM ET0001493152-26-037849Original filing

SharonAI Holdings (Nasdaq: SHAZ) filed a 424B3 prospectus supplement on August 13, 2026 updating its resale registrations covering 5,302,072 Class A shares, up to 444,982 warrant shares, $350 million of 6.00% convertible senior notes due 2031, and up to 11,292,009 underlying conversion shares — roughly 17 million shares of potential resale supply against 35.7 million shares outstanding.

Key figures

Revenue: 1931381
Total Debt: $1,006,535,059 carrying value of convertible notes ($350M 6.00% due 2031 + $700M 4.75% due 2032 principal)
Revenue Yoy: approximately +412% (Q2 2026 vs Q2 2025); +217% for six months
Total Assets: 2321338209
Cash Position: 1861347822
Shares Outstanding: 35,667,164 Class A + 136,341 Class B as of August 5, 2026
Reverse Split: 1-for-50 effected December 23, 2025
Six Month Revenue: 2225396
Customer Deposits: 143879911
Ai Factory Capacity: 132MW total, 116MW contracted, >62,000 NVIDIA GPUs expected by mid-2027
Purchase Commitments: ~$6 billion as of June 30, 2026
Subsequent Contract1: $1.32 billion over five years (global AI lab, New Zealand deployment)
Subsequent Contract2: $373 million over five years (global AI platform)
Dec2025 Note Conversion: ~$103.6M principal converted June 11, 2026 into 8,430,784 shares at effective $12.53/share
Last Reported Sale Price: 68.46
Tcdc Sale Gain Six Months: 65920568
Offering Costs Six Months: 43500601
May2026 Convertible Notes: $350M principal, 6.00% coupon, due May 1, 2031, conversion price $48.24
May2026 Customer Contract: ~$950 million with a global technology company (APAC)
June2026 Convertible Notes: $700M principal, 4.75% coupon, due June 15, 2032, conversion price ~$99.66
February2026 Ipo Gross Proceeds: ~$125 million
Subsequent Contract Commitments: $765.1 million and $217.2 million hardware/infrastructure purchase commitments
June Private Placement Gross Proceeds: 900000000

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