SharonAI Enters $350M Convertible Notes Agreement
SharonAI entered into definitive agreements for the purchase of $350M of 6% Convertible Senior Notes due in 2031. The issue price for the Notes will equal 100% of the principal amount thereof. The Notes will be sold in a private offering pursuant to Rule 4(a)(2) of the Securities Act of 1933, as amended to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The offering is expected to close on or about April 30, 2026, subject to certain closing conditions. The financing is being led by Oaktree Capital Management, including funds and accounts within Oaktree's Value Opportunities investment strategy, with participation from Two Seas Capital LP and other new and existing institutional investors. The Notes will be senior obligations of the Company guaranteed by its subsidiaries and will have an initial conversion price of approximately $48.24, which is an approximately 20% premium to the at-the-market price under Nasdaq Rule 5635(d) on the date of signing, term of 5 years and a coupon of 6% in cash paid quarterly. Each of the Company's founders have agreed with the purchasers to execute "lock-up" agreements for periods ending on March 31, 2027, with respect to sales of specified securities, subject to certain exceptions. The proceeds from the financing will primarily be used to fund GPU and network procurement, along with working capital to support revenue-generating AI cloud deployments. Lucid Capital Markets acted as sole placement agent for this transaction.
