SharonAI Holdings Inc. 8-K

What Happened

• SharonAI Holdings Inc. announced it issued 7,649,523 shares of Class A ordinary common stock on June 11, 2026 (the “Conversion Shares”) upon conversion of unsecured, redeemable, convertible notes. The conversions covered approximately US$97,475,184 in principal plus US$1,954,845 of accrued interest under a Convertible Note Agreement dated December 19, 2025. The conversion price used was US$12.53 per share. The Company assumed the obligations under the Agreement following the closing of its Business Combination Agreement dated January 28, 2025.

Key Details

• Conversion date: June 11, 2026; Conversion Shares issued: 7,649,523.
• Principal converted: ~US$97,475,184; accrued interest converted: US$1,954,845.
• Conversion price: US$12.53 per share; conversion calculation per Section 4.6 of the Agreement (discount rate/valuation cap formula).
• The Conversion Shares were issued without registration under the Securities Act in reliance on exemptions (Section 4(a)(2), Rule 506(b) of Regulation D and/or Regulation S); the Company agreed to register the shares for resale on an S-1 registration statement.

Why It Matters

• This filing documents a material equity issuance that increases SharonAI’s outstanding common stock by roughly 7.65 million shares and converts nearly US$99.4 million of debt (principal plus interest) into equity. For investors, that means reduced debt on the balance sheet but potential dilution to existing shareholders. The Conversion Shares are currently unregistered (restricted from U.S. resale absent registration or an exemption), although the company has agreed to register them on Form S-1, which would enable broader resale if the registration is effective. The filing also reiterates standard forward-looking risk disclosures; investors should review the Agreement and the S-1 registration progress for further impact on share count and liquidity.