SharonAI Holdings Announces $356M Syndicated Loan Facility

What Happened

• SharonAI Holdings Inc. (SHAZ) disclosed on its Form 8-K (filed Oct 1, 2026) that two Australian subsidiaries — SAI AU No. 1 Pty Ltd and SAI AU No. 3 Pty Ltd — entered into a syndicated Facility Agreement on Sept 28, 2026 for up to US$356,000,000 to finance and refinance acquisition and deployment of servers, CPUs/GPUs, networking, storage and related data‑center infrastructure to support a customer GPU compute contract.
• The Facility is split into Facility A (up to $150,000,000) and Facility B (up to $206,000,000). The Obligors include the two borrowers and their immediate holding companies, and the Company provided a limited Guarantee Deed Poll that is structured to automatically release in certain circumstances (including after repayment of Facility A).

Key Details

• Amount and structure: Total facility up to US$356.0M — Facility A $150.0M; Facility B $206.0M.
• Interest & term: Maturity is 42 months from first utilization; Facility A bears fixed cash-pay interest starting at 7.25% p.a. (stepping up to 9.95% on certain dates); Facility B fixed at 9.95% p.a.; default interest +2.00% p.a. on overdue amounts.
• Security & guarantees: Senior secured by substantially all assets of the Obligors (general security deeds, share security, charges on project accounts, assignments of project contracts); Company guarantee is limited and releasable and financing can convert to non‑recourse to the Company after Facility A is repaid, except for obligations under a planned management agreement and IP license.
• Covenants & prepayments: Quarterly gross loan‑to‑value covenant with limited equity cure rights; mandatory prepayments from asset disposals, insurance proceeds and certain customer termination payments; voluntary prepayment allowed but Facility B can only be prepaid after Facility A is repaid and certain make‑whole premiums may apply.

Why It Matters

• This financing provides SharonAI’s Australian subsidiaries with dedicated capital to buy and deploy GPU compute hardware required for a customer contract, supporting the company’s operational rollout in that business line.
• The loan is sizeable relative to the Company’s use of proceeds and is secured by project assets, so investors should note the quarterly loan‑to‑value covenant, mandatory prepayment triggers, the lump‑sum maturity structure (42 months), and the conditions under which the Company’s guarantee will be released and the financing becomes non‑recourse to the parent.