SharonAI Holdings Inc. (SHAZ) Form 424B3 — Aug 14, 2026
SharonAI Holdings filed a Rule 424(b)(3) resale prospectus registering up to 26,017,577 Class A shares plus $691.7 million of 4.75% convertible senior notes due 2032 for resale by selling securityholders. The registered shares consist of 10,419,896 common shares, 2,674,823 pre-funded warrant shares, and 12,922,858 conversion shares issuable at the maximum conversion rate of 14.5496 shares per $1,000. The company will receive no proceeds; the securities stem from June 2026 private placements that grossed roughly $900 million in equity at $68.73 per share plus $700 million of announced converts with an initial conversion price of about $99.66.
Key figures
- Debt Amount
- 691700000
- Interest Rate
- 4.75%
- Maturity Date
- June 15, 2032
- Shares Offered
- 26017577
- Esds contract tcv
- US$1.25 billion over five years
- Ai lab contract tcv
- US$1.32 billion over five years
- Conversion price floor
- $68.73
- First interest payment
- October 1, 2026 (quarterly thereafter)
- Initial conversion rate
- 10.0343 shares per $1,000
- Maximum conversion rate
- 14.5496 shares per $1,000
- Common shares registered
- 10419896
- Initial conversion price
- ~$99.66
- Customer concentration 2025
- ~82% of revenue from 3 customers
- Esds contract capex estimate
- US$733 million
- Conversion shares from principal
- 10005760
- June 2026 equity placement price
- $68.73 per share / $68.7299 per pre-funded warrant
- Company forced conversion trigger
- >200% of conversion price (~$137.46) after December 22, 2027
- Global tech contract capex estimate
- US$468 million
- Last reported sale price aug 10 2026
- 52.7
- Pre funded warrant shares registered
- 2674823
- Conversion shares registered max rate
- 12922858
- Conversion shares from accrued interest
- 2917098
- Global technology customer contract tcv
- ~$950 million
- June 2026 equity placement gross proceeds
- ~$900 million
- June 2026 convertible notes announced principal
- $700 million
AI analysis
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