{"url_path":"/sec/shaz/8-k/2026-06-17/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-029052-index.html","accession_number":"0001493152-26-029052","cik":"0002068385","ticker":"SHAZ","issuer_name":"SharonAI Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-029052-index.html","primary_entity_key":"0002068385","primary_entity_name":"SharonAI Holdings Inc."},"word_count":3085,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement**\n\n \n\n*Securities\nPurchase Agreement – Equity*\n\n* *\n\nOn\nJune 17, 2026, SharonAI Holdings Inc. (the “Company”) entered into a Securities Purchase Agreements (the “Equity Purchase\nAgreement”) with certain qualified institutional and accredited buyers relating to the private offering (the “Equity Offering”)\nof approximately (i) 6,719,896 shares (the “Shares”) of the Company’s Class A ordinary common stock, par value\n$0.0001 per share (“Common Stock”) at a purchase price per share of $68.73 per Share and (ii) pre-funded warrants (the “Pre-Funded\nWarrants”) at a price per Pre-Funded Warrant of $68.2799 to purchase up to an aggregate of 6,374,823 shares of Common Stock\nfor aggregate gross proceeds of approximately $900 million. The Company intends to use the net proceeds from the sale of the to support\nthe Company’s previously announced six-year strategic compute collaboration with NVIDIA, where the Company intends to deploy one\nof Australia’s largest AI Factories including up to 40,000 Grace Blackwell GB300 GPUs as well as broader expansion plans. The Pre-Funded\nWarrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time\nuntil all of the Pre-Funded Warrants are exercised in full. Until the Company receives stockholder approval for issuance of the Pre-Funded\nWarrant Shares, a holder may not exercise any portion of the Common Warrants to the extent the Purchaser would initially own more\nthan 9.99% of the outstanding Common Stock immediately after exercise; provided, however, that will increase to 19.99% after confirmation\nof HSR Satisfaction (as defined in the Pre-Funded Warrant”) and which will increase to 100% following stockholder approval of the\nshares of Common Stock issuable upon exercise of the Pre-Funded Warrants.\n\n \n\nThe\nEquity Purchase Agreement contains representations and warranties, covenants and other terms customary for an offering of this type.\nThe Equity Purchase Agreement is expected to close on or about June 22, 2026, subject to certain customary and other closing conditions.\n\n \n\nThe\nforegoing summary of the Equity Purchase Agreement is qualified in its entirety by reference to the copy of form of Equity Purchase Agreement\nattached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference and the form of Equity Purchase\nAgreement with Pre-Funded Warrants attached as Exhibit 10.5 to this Current Report on Form 8-K, which are incorporated herein by reference.\nThe foregoing summary of the Pre-Funded Warrant is qualified in its entirety by reference to the copy of substantially final form\nof Pre-Funded Warrant attached as Exhibit B to the Equity Purchase Agreement with Pres-Funded Warrants attached as Exhibit 10.5 to this\nCurrent Report on Form 8-K, which is incorporated herein by reference\n\n* *\n\n*Registration\nRights Agreement – Equity*\n\n \n\nIn\nconnection with the Equity Offering, the Company entered into Registration Rights Agreement (the “Equity Registration Rights Agreement”)\non June 17, 2026, pursuant to which the Company agreed to file a registration statement (the “Equity Registration Statement”)\nwith the Securities and Exchange Commission (the “Commission”) covering the resale of the Shares (collectively, the “Equity\nRegistrable Securities”). Under the Equity Registration Rights Agreement, the Company is required to file the Equity Registration\nStatement with the Commission no later than the 45th calendar day following the date of the Registration Rights Agreement. The Company\nis required to use its reasonable best efforts to cause the Equity Registration Statement to be declared effective by the Commission\nno later than the 60th calendar day following the date of the Equity Registration Rights Agreement (or the 90th calendar day in the event\nof a “full review” by the Commission). The Equity Registration Statement is required to be on Form S-3 (or, if the Company\nis not then eligible to use Form S-3, on another appropriate form).\n\n \n\nIf\nthe Company fails to file the Equity Registration Statement by the required filing date, fails to cause the Equity Registration Statement\nto be declared effective by the required effectiveness date, or if the Equity Registration Statement ceases to remain continuously effective\nas to all Equity Registrable Securities for more than 20 consecutive calendar days or more than 60 calendar days in any 12-month\nperiod (each, an “Event”), the Company is required to pay to each holder, as partial liquidated damages, an amount in cash\nequal to 1.0% of the aggregate subscription amount paid by such holder pursuant to the Purchase Agreement on each monthly anniversary\nof such Event date until the applicable Event is cured. The maximum aggregate liquidated damages payable to a Holder under the Registration\nRights Agreement is 5.0% of the aggregate subscription amount paid by such Holder pursuant to the Purchase Agreement. The Registration\nRights Agreement also contains customary indemnification and contribution provisions. In addition, the Company agreed to reimburse Oaktree\nFund Administration, LLC for reasonable and documented legal fees and expenses incurred in connection with the Registration Rights Agreement\nin an amount not to exceed $50,000.\n\n \n\nThe\nforegoing summary of the Equity Registration Rights Agreement is qualified in its entirety by reference to the copy of the form of Equity\nRegistration Rights Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference,\nand Exhibit A to the Equity Purchase Agreement with Pres-Funded Warrants attached as Exhibit 10.5 to this Current Report on Form 8-K,\nwhich is incorporated herein by reference.\n\n* *\n\n**\n\n-2-\n\n \n\n* *\n\n*Securities\nPurchase Agreement – Convertible Notes*\n\n \n\nOn\nJune 17, 2026, the Company entered into a Securities Purchase Agreement (the “Notes Purchase Agreement”) with certain qualified\ninstitutional buyers relating to the private offering (the “Offering”) of $700 million aggregate principal amount\nof the Company’s 4.75% Convertible Senior Notes due 2032 (the “Notes”). The Company intends to use the net proceeds\nfrom the sale of the Notes to support the Company’s previously announced six-year strategic compute collaboration with NVIDIA,\nwhere the Company intends to deploy one of Australia’s largest AI Factories including up to 40,000 Grace Blackwell GB300 GPUs as\nwell as broader expansion plans.\n\n \n\nThe\nPurchase Agreement contains representations and warranties, covenants and other terms customary for an offering of this type. The Purchase\nAgreement is expected to close on or about June 22, 2026, subject to certain customary and other closing conditions.\n\n \n\nThe\nforegoing summary of the Notes Purchase Agreement is qualified in its entirety by reference to the copy of form of Purchase Agreement\nattached as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.\n\n \n\n*4.75%\nConvertible Senior Notes due 2032 and Indenture*\n\n \n\nThe\nCompany will issue the Notes in the Offering pursuant to the terms and conditions of an Indenture (the “Indenture”) among\nthe Company, certain of the Company’s material subsidiaries named in the Indenture (the Subsidiary Guarantors”), and U.S.\nBank Trust Company, National Association, as trustee (in such capacity, the “Trustee”). The Indenture will be executed in\nconnection with the closing of the transactions under the Purchase Agreement.\n\n \n\nThe\nNotes are senior, unsecured obligations of the Company and will mature on June 15, 2032, unless earlier converted or repurchased. Interest\non the Notes will accrue at a rate of 4.75% per year from the first issuance date of the Notes and will be payable quarterly in arrears\non January 1, April 1, July 1, and October 1 of each year, beginning on the first such date that is at least 30 calendar days after the\ninitial issuance date of the Notes. Holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples\nof $1,000 principal amount, for shares of Common Stock, at the option of the holder.\n\n \n\nThe\nNotes initially be represented by one or more registered notes in global form, but may, in certain circumstances, be exchanged for Notes\nin definitive form and will be issued in principal amount denominations of $1,000 or any integral multiple of $1,000 in excess thereof,\n\n \n\nThe\nconversion rate for the Notes will initially be 10.0343 shares of Common Stock per $1,000 of the sum of the principal amount of Notes\nplus accrued and unpaid interest on such Notes, which is equivalent to a conversion price of approximately $99.66 per share of\nCommon Stock. The initial conversion price of the Notes represents a premium of approximately 45% above the Nasdaq Minimum Price (as\ndefined in Nasdaq Rule 5635(d)) at the time the Purchase Agreement was executed. The conversion rate for the Notes is subject to adjustment\nfrom time to time in accordance with the terms of the Indenture, including a weighted average adjustment with respect to dilutive issuances\nprovided that in no event will the Conversion Rate exceed 14.5496 shares of Common Stock per $1,000 of the sum of the principal amount\nof Notes plus accrued and unpaid interest on such Notes (which is based on the Nasdaq Minimum Price of $68.73 on the date the Purchase\nAgreement was executed). In addition, following certain corporate events that occur prior to the maturity date of the Notes, the Company\nwill, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection\nwith such a corporate event. The Notes are not redeemable by the Company. The maximum of approximately 13,087,365 shares of the Common\nStock may be issued upon conversion of the Notes based on the maximum conversion rate of 14.5496 shares of Common Stock per $1,000 of\nthe sum of the principal amount of Notes plus accrued and unpaid interest on such Notes.\n\n \n\n-3-\n\n \n\n \n\nAny\ntime after the date that is eighteen months after the initial issuance date of the notes and on or before the 20th VWAP Trading\nDay immediately preceding the maturity date, the Company has the right to force convert all, or any portion of the Notes, but only if\n(i) the Daily VWAP for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including the VWAP Trading Day immediately\nbefore the date the Company gives notice of the forced conversion, exceeds 200% of the Conversion Price (subject to adjustment for reverse\nand forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the\ninitial issuance date of the Notes); (ii) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Exchange\nfor at least 20 out of 30 consecutive VWAP Trading Days ending on, and including the VWAP Trading Day immediately before the date the\nCompany gives notice of the forced conversion is at least $50 million and (iii) the Liquidity Conditions (as defined in the Indenture)\nare satisfied. No shares of Common Stock will be issued to a holder in excess of its restricted beneficial ownership percentage, which\nis initially 4.99% (and subject to increase on the terms set forth in the Indenture) (the “Restricted Beneficial Ownership Percentage”).\nInstead, in lieu of delivery of such shares of Common Stock in excess of the Restricted Ownership Percentage to the applicable Holder,\nthe Company will issue pre-funded warrants (the “Pre-Funded Warrants”) exercisable for such excess shares of Common Stock\nto such Holder. Such Pre-Funded Warrants will be exercisable in perpetuity, issued in book-entry form, have an exercise price of $0.0001\nper share of Common Stock, will have exercise blockers equal to the Restricted Beneficial Ownership Percentage.\n\n \n\nIf\nthe Company undergoes a Fundamental Change (as defined in the Indenture), then, subject to certain conditions and except as described\nin the Indenture, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a fundamental\nchange repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any,\nto, but excluding, the fundamental change repurchase date.\n\n \n\nThe\nNotes will be fully and unconditionally guaranteed on a senior unsecured basis by the Subsidiary Guarantors named in the Indenture, subject\nto the terms of the Indenture.\n\n \n\nThe\nIndenture includes customary affirmative and negative covenants, including a debt maintenance covenant and a prohibition on incurring\nsecured debt in excess of $25 million. The Indenture also sets forth certain events of default after which the Notes may be declared\nimmediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which\nthe Notes become automatically due and payable, which include the following:\n\n \n\n●\ncertain\npayment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day\ncure period);\n\n \n \n\n●\nfailure\nby the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s\nconversion right;\n\n \n \n\n●\nthe\nCompany’s failure to issue the Fundamental Change Repurchase Notice (as defined in the Indenture) within specified periods\nof time set forth in the Indenture;\n\n \n \n\n●\nthe\nCompany’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate\nwith or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially\nall of the assets of the Company and its subsidiaries, taken as a whole, to another person;\n\n \n \n\n●\na\ndefault by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived\nwithin 60 days after notice is given in accordance with the Indenture;\n\n \n \n\n●\ncertain\ndefaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $7.5 million;\n\n \n \n\n●\ncertain\nevents of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries and in the\ncase of any involuntary case or proceeding which remains undismissed and unstayed for a period of 60 consecutive days;\n\n \n \n\n●\na\nfinal judgment or judgments for the payment of $7,500,000 (or its foreign currency equivalent) or more (excluding any amounts covered\nby insurance) in the aggregate rendered against the Company or any significant subsidiary, which judgment is not discharged, bonded,\npaid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced,\nor (ii) the date on which all rights to appeal have been extinguished; or\n\n \n \n\n●\na\nSubsidiary Guarantee with respect to the Notes ceases to be in full force and effect or the Company or any Subsidiary Guarantor denies\nor disaffirms its obligations under the Indenture or any Subsidiary Guarantee with respect to the Notes.\n\n \n\n-4-\n\n \n\n \n\nIf\ncertain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid\ninterest, if any, on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect\nto the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing,\nthe Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company\nand the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due\nand payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an\nevent of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the\nfirst 180 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the\nNotes.\n\n \n\nThe\nforegoing summary of the Indenture, the Notes and the Subsidiary Guarantees are qualified in their entirety by reference to the copy\nof the substantially final form of Indenture attached as Exhibit A to the form of Securities Purchase Agreement, which it attached as\nExhibit 10.1 to this Current Report on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.\n\n \n\n*Registration\nRights Agreement – Convertible Notes*\n\n \n\nIn\nconnection with the Notes Offering, the Company entered into a Registration Rights Agreement (the “Notes Registration Rights Agreement”)\non June 17, 2026, pursuant to which the Company agreed to file a Notes Registration Statement (the “Notes Registration Statement”)\nwith the Securities and Exchange Commission (the “Commission”) covering the resale of the Notes and the shares of Common\nStock issuable upon conversion of the Notes (collectively, the “Notes Registrable Securities”). Under the Registration Rights\nAgreement, the Company is required to file the Notes Registration Statement with the Commission no later than the 45th calendar day following\nthe date of the Registration Rights Agreement. The Company is required to use its reasonable best efforts to cause the Notes Registration\nStatement to be declared effective by the Commission no later than the 60th calendar day following the date of the Registration Rights\nAgreement (or the 90th calendar day in the event of a “full review” by the Commission). The Notes Registration Statement\nis required to be on Form S-3 (or, if the Company is not then eligible to use Form S-3, on another appropriate form).\n\n \n\nIf\nthe Company fails to file the Notes Registration Statement by the required filing date, fails to cause the Notes Registration Statement\nto be declared effective by the required effectiveness date, or if the Notes Registration Statement ceases to remain continuously effective\nas to all Notes Registrable Securities for more than 20 consecutive calendar days or more than 60 calendar days in any 12-month\nperiod (each, an “Event”), the Company is required to pay to each holder, as partial liquidated damages, an amount in cash\nequal to 1.0% of the aggregate subscription amount paid by such holder pursuant to the Purchase Agreement on each monthly anniversary\nof such Event date until the applicable Event is cured. The maximum aggregate liquidated damages payable to a Holder under the Registration\nRights Agreement is 5.0% of the aggregate subscription amount paid by such Holder pursuant to the Purchase Agreement. The Registration\nRights Agreement also contains customary indemnification and contribution provisions. In addition, the Company agreed to reimburse Oaktree\nFund Administration, LLC for reasonable and documented legal fees and expenses incurred in connection with the Registration Rights Agreement\nin an amount not to exceed $50,000.\n\n \n\nThe\nforegoing summary of the Notes Registration Rights Agreement is qualified in its entirety by reference to the copy of the form of Registration\nRights Agreement attached as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated herein by reference."}