SharonAI Holdings (SHAZ) Raises $1.6B in Stock and Convertible Note De

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

SharonAI Holdings Inc. (NASDAQ: SHAZ) announced a $1.6 billion private placement on June 17, 2026. The deal includes roughly $900 million in common stock and pre-funded warrants (a type of warrant where most of the purchase price is paid upfront) sold at $68.73 per share, plus $700 million in 4.75% convertible senior notes (bonds that can be converted into stock) maturing in 2032. The financing was anchored by Situational Awareness L.P. and funds managed by Oaktree Capital Management, L.P.

SharonAI Holdings Inc. (NASDAQ: SHAZ), an Australian neocloud (a cloud computing infrastructure company) company, said on June 17, 2026, that it has agreed to raise $1.6 billion through a private placement (a sale of securities directly to select investors, not on the open market) split into two parts.

The $900 Million Stock Sale

According to the filing, the first part of the deal raises approximately $900 million through the sale of:

6,719,896 shares of common stock, and
Pre-funded warrants (a security where the buyer pays nearly the full share price upfront and can convert to stock for just $0.0001 later) to purchase 6,374,823 additional shares

Both were priced at $68.73 per share, which the company said represented the at-the-market price under Nasdaq rules.

The $700 Million Convertible Notes

The second part is $700 million in 4.75% Convertible Senior Notes due 2032 — essentially bonds that pay 4.75% annual interest and can be converted into SHAZ common stock. Key terms, according to the filing:

Interest rate: 4.75% per year, paid twice a year in cash
Conversion price: approximately $99.66 per share, which is a 45% premium over the $68.73 stock sale price
Maturity date: June 15, 2032 (unless converted, redeemed, or repurchased earlier)
The notes are senior obligations of SharonAI (meaning they rank ahead of most other debts if the company were ever wound down) and are guaranteed by certain subsidiaries

Who Is Behind the Deal

The filing states the transaction was anchored by Situational Awareness L.P. and funds managed by Oaktree Capital Management, L.P., alongside new and existing institutional and strategic investors.

Registration and Investor Protections

SharonAI has agreed to register the shares for resale — meaning it will file paperwork with the SEC (the U.S. Securities and Exchange Commission, which oversees public markets) so that investors who bought in the private placement can eventually sell their shares on the open market. If the company misses key registration deadlines, it faces cash penalties of 1.0% of each investor's subscription amount per month, capped at 5.0% in total, plus 18% annual interest on any late penalty payments.

Key facts

SharonAI Holdings Inc. (NASDAQ: SHAZ) announced a $1.6 billion private placement on June 17, 2026.

The deal comprises ~$900 million in common stock and pre-funded warrants, plus $700 million in convertible senior notes.

Common stock and pre-funded warrants priced at $68.73 per share; 6,719,896 shares and warrants for 6,374,823 shares issued.

Convertible notes bear 4.75% annual interest, payable semi-annually, and mature June 15, 2032.

Notes are convertible into common stock at ~$99.66 per share, a 45% premium to the placement price.

Deal anchored by Situational Awareness L.P. and funds managed by Oaktree Capital Management, L.P.

Late registration penalties: 1.0% of subscription amount per month, capped at 5.0%, with 18% annual interest on overdue amounts.

Why it matters

A $1.6 billion capital raise is a very large transaction for any company. The equity portion was priced at the prevailing market price, meaning existing shareholders face dilution (their ownership percentage shrinks as new shares are issued) from both the shares sold now and the additional shares that could come if noteholders convert at $99.66. The 45% conversion premium on the notes does offer some buffer before that extra dilution kicks in. The involvement of institutional anchors like Oaktree signals that sophisticated investors were willing to commit large sums, and the solvency representations in the filing indicate the company expects to remain solvent after the deal closes. The company's obligation to register shares for resale — with significant financial penalties if it fails — also provides a measure of investor protection.

Frequently asked

How much money is SharonAI raising in total?

SharonAI is raising $1.6 billion in total — approximately $900 million from selling common stock and pre-funded warrants, and $700 million from issuing convertible senior notes.

What are the convertible notes and when do they mature?

The convertible notes are $700 million in bonds that pay 4.75% annual interest (twice a year in cash) and can be converted into SharonAI common stock at about $99.66 per share. They mature on June 15, 2032, unless converted, redeemed, or repurchased earlier.

Who anchored the deal?

According to the filing, the transaction was anchored by Situational Awareness L.P. and funds managed by Oaktree Capital Management, L.P., along with other institutional and strategic investors.

What happens if SharonAI misses the deadline to register shares for resale?

If SharonAI misses key registration deadlines, it must pay investors a cash penalty of 1.0% of their invested amount each month, up to a maximum of 5.0% total, plus 18% annual interest on any late penalty payments.

What the filing reported

1.01 Entry into a Material Agreement

2.03 Creation of a Material Financial Obligation

3.02 Other reported item

7.01 Regulation FD Disclosure

9.01 Financial Statements & Exhibits

SharonAI Holdings (SHAZ) Raises $1.6B in Stock and Convertible Note Deal