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SharonAI Holdings Inc. (SHAZ) Form 424B3 — Oct 7, 2026

$SHAZForm 424B3Filed Oct 7, 2026, 8:00 AM ET0001493152-26-046082Original filing

SharonAI Holdings filed a 424B3 prospectus supplement adding over 51 million shares of potential resale coverage across common stock, warrants, and shares underlying convertible notes totaling more than $1.04 billion in principal, updating four prior prospectuses with recent 8-Ks. The key update is a US$356 million senior secured GPU-backed SPV debt facility signed September 28, 2026, split into a US$150 million Facility A (7.25% rising to 9.95%) and US$206 million Facility B at a fixed 9.95%, maturing 42 months after first utilization, with investors including Goldman Sachs. Proceeds fund server and GPU deployment supporting GPU compute customer contracts.

Key figures

Debt Amount
$356,000,000
Interest Rate
9.95
Maturity
42 months from first utilization
Default interest
additional 2.00% per annum
Additional shares
8056699
Facility a tranche
US$150,000,000 (7.25% rising to 9.95%)
Facility b tranche
US$206,000,000 (9.95% fixed)
Customer offtake tcv
over US$8.8bn
Gpus planned mid 2027
over 68,000 NVIDIA GPUs
Shares resold class a
5302072
Warrant shares public
230000
Convertible notes 2031
$350,000,000 at 6.00%
Convertible notes 2032
$691,700,000 at 4.75%
Warrant shares private
214982
Last sale price oct 6 2026
$48.12
Convertible notes 2031 shares
11292009
Convertible notes 2032 shares
26017577
Total capital raised 10 months
over US$2.6bn

AI analysis

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.