{"url_path":"/sec/shaz/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-030158-index.html","accession_number":"0001493152-26-030158","cik":"0002068385","ticker":"SHAZ","issuer_name":"SharonAI Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-030158-index.html","primary_entity_key":"0002068385","primary_entity_name":"SharonAI Holdings Inc."},"word_count":411,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\nThe\nCompany issued the Shares, the Pre-Funded Warrants and the Notes in reliance upon the exemption from registration provided by Section\n4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. The Company intends to use the net proceeds from the sale of the\nShares, the Pre-Funded Warrants and the Notes to support the Company’s previously announced six-year strategic compute collaboration\nwith NVIDIA, where the Company intends to deploy one of Australia’s largest AI Factories including up to 40,000 Grace Blackwell\nGB300 GPUs as well as broader expansion plans.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be\noffered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates\nevidencing such shares contain a legend stating the same.\n\n \n\nThe\nShares, the Notes and the shares of Common Stock issuable upon conversion of the Notes, the Pre-Funded Warrants and the shares of Common\nStock issuable upon exercise of the Pre-Funded Warrants, if any, have not been registered under the Securities Act and may not be offered\nor sold in the United States absent registration or an applicable exemption from registration requirements.\n\n \n\n*Forward-Looking\nStatements*\n\n \n\nCertain\nstatements in this report, including, the expected closing date, may be considered “forward-looking statements,” such as\nstatements relating to the Offering. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,”\n“expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,”\n“intend,” “may,” “plan,” “potential,” “project,” “should,” “target,”\n“will,” “would” and similar words. These forward-looking statements speak only as of the date of this report.\nAlthough the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can\ngive no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties\nand other factors that could cause actual results to differ materially from historical experience or from future results expressed or\nimplied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates\nor revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any\nchange in events, conditions or circumstances on which any such statement is based, unless required by law."}