{"id":954751,"date":"2026-04-27T08:52:22","date_gmt":"2026-04-27T12:52:22","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/sharon-ai-enters-into-definitive-agreements-for-us350-million-convertible-note-offering-to-expand-gpu-and-network-procurement\/"},"modified":"2026-04-27T08:52:22","modified_gmt":"2026-04-27T12:52:22","slug":"sharon-ai-enters-into-definitive-agreements-for-us350-million-convertible-note-offering-to-expand-gpu-and-network-procurement","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/sharon-ai-enters-into-definitive-agreements-for-us350-million-convertible-note-offering-to-expand-gpu-and-network-procurement\/","title":{"rendered":"Sharon AI Enters Into Definitive Agreements for US$350 Million Convertible Note Offering to Expand GPU and Network Procurement"},"content":{"rendered":"

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Sharon AI Enters Into Definitive Agreements for US$350 Million Convertible Note Offering to Expand GPU and Network Procurement<\/b><\/p>\n

Financing Led by Oaktree Capital with Participation from Two Seas Capital and Other New and Existing Institutional Investors<\/b><\/p>\n

NEW YORK–(BUSINESS WIRE<\/a>)–
\nToday, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (\u201cSharon AI\u201d or \u201cthe Company\u201d), a leading Australian Neocloud, announced that it has entered into definitive agreements for the purchase of US$350 million of 6% Convertible Senior Notes due in 2031 (the \u201cNotes\u201d). The issue price for the Notes will equal 100% of the principal amount thereof. The Notes will be sold in a private offering pursuant to Rule 4(a)(2) of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The offering is expected to close on or about April 30, 2026, subject to certain closing conditions. The financing is being led by Oaktree Capital Management, L.P. (\u201cOaktree\u201d), including funds and accounts within Oaktree\u2019s Value Opportunities investment strategy, with participation from Two Seas Capital LP and other new and existing institutional investors.<\/p>\n

\nThe Notes will be senior obligations of the Company guaranteed by its subsidiaries and will have an initial conversion price of approximately $48.24, which is an approximately 20% premium to the at-the-market price under Nasdaq Rule 5635(d) on the date of signing, term of 5 years and a coupon of 6% in cash paid quarterly. Each of the Company\u2019s founders have agreed with the purchasers to execute \u201clock-up\u201d agreements for periods ending on March 31, 2027, with respect to sales of specified securities, subject to certain exceptions. The proceeds from the financing will primarily be used to fund GPU and network procurement, along with working capital to support revenue-generating AI cloud deployments.<\/p>\n

\nLucid Capital Markets acted as sole placement agent for this transaction.<\/p>\n

\nSheppard Mullin Richter & Hampon served as counsel for Sharon AI for this transaction. Ellenoff Grossman & Schole LLP served as counsel for the placement agent for this transaction, and Latham & Watkins LLP served as counsel to Oaktree for this transaction.<\/p>\n

\nThis press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. The Notes have not been registered under the Securities Act, or any applicable state securities laws, and have been offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.<\/p>\n

Disclosure Information<\/b><\/p>\n

\nSharon AI primarily uses its Investor Relations page (https:\/\/sharonai.com\/investors\/<\/a>) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and\/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the Securities and Exchange Commission (SEC) and any other conference calls, webcasts, investor days, etc. that the company may hold.<\/p>\n

About Sharon AI<\/b><\/p>\n

\nSharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (\u201cSharon AI\u201d), a leading Australian Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com<\/a>.<\/p>\n

Forward-Looking Statements<\/b><\/p>\n

\nThis press release may contain, and our officers and representatives may from time to time make, \u201cforward-looking statements\u201d within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as \u201cbelieve,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201cproject,\u201d \u201cstrategy,\u201d \u201cplan,\u201d \u201cexpect,\u201d \u201cgoal,\u201d \u201cseek,\u201d \u201cfuture,\u201d \u201clikely\u201d or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the completion of the offering and the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI\u2019s management team\u2019s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:<\/p>\n