SharonAI Holdings Inc. ("Sharon AI" or "the Company"), a leading Australian Neocloud, today announced a US$1.6 billion private placement financing, comprising: i) a private placement of approximately US$900 million, split between 6,719,896 shares of the Company's common stock and pre-funded warrants to purchase 6,374,823 shares of the Company's common stock, and ii) a private placement of US$700 million aggregate principal amount of 4.75% Convertible Senior Notes due 2032 (together, the "Transaction"). The Transaction was anchored by Situational Awareness L.P. ("Situational Awareness") and funds managed by Oaktree Capital Management, L.P. ("Oaktree"), along with new and existing institutional and strategic investors.
Sharon AI announces US$1.6 billion strategic financing anchored by Situational Awareness and Oaktree.
Includes US$900 million common stock/pre-funded warrant placement and US$700 million convertible notes.
Proceeds support NVIDIA collaboration deploying up to 40,000 Grace Blackwell GB300 GPUs.
Total AI Factory capacity expanded to 132MW, with 102MW contracted to end customers.
More than 55,000 NVIDIA GPUs expected deployed by mid-2027.
Convertible notes bear 4.75% interest with initial conversion price of ~$99.66.
The aggregate proceeds of the Transaction will be used to support Sharon AI's previously announced six-year strategic compute collaboration with NVIDIA, where the Company intends to deploy one of Australia's largest AI Factories including up to 40,000 Grace Blackwell GB300 GPUs as well as broader expansion plans.
Sharon AI's total AI Factory capacity has expanded to 132MW, of which 102MW is contracted to end customers, with more than 55,000 NVIDIA GPUs expected to be deployed by mid-2027.
"We are delighted to welcome new and existing institutional and strategic investors in connection with this financing, which will enable us to accelerate the deployment of AI Factories across Australia and Asia-Pacific," said James Manning, Co-Founder and CEO of Sharon AI. "We continue to see demand for GPU compute significantly outpacing supply, with strong demand from AI-natives, enterprise, government, research, and hyperscale customers."
In the private placement financing, Sharon AI will issue:
6,719,896 shares of the Company's common stock at a price per share of US$68.73
pre-funded warrants to purchase 6,374,823 shares of the Company's common stock, at a price of $68.7299 per pre-funded warrant (which represents the per share price of each share issued in the common stock private placement, less the $0.0001 per share exercise price for each pre-funded warrant)
US$700 million aggregate principal amount of 4.75% Convertible Senior Notes due 2032 (the "Notes")
The Notes will be senior obligations of the Company, guaranteed by certain of its subsidiaries, and will bear an interest at a rate of 4.75% per annum, payable semi-annually in arrears in cash. The Notes will be convertible into shares of common stock of the Company at an initial conversion price of approximately $99.66, representing a 45% premium to the price per share at which the common stock private placement was consummated (which price per share constituted the at-the-market price under Nasdaq rules). The Notes will mature on June 15, 2032, unless earlier converted, redeemed or repurchased.
The private placement is expected to close on or about June 22, 2026, and is subject to satisfaction of customary closing conditions. Additional details regarding the private placement will be disclosed in a Form 8-K to be filed by Sharon AI with the Securities and Exchange Commission.
Goldman Sachs & Co. LLC is serving as lead placement agent. Lucid Capital Markets is also serving as placement agent. Macquarie Capital is serving as financial advisor. Sheppard Mullin Richter & Hampon is serving as legal adviser to Sharon AI in connection with the private placement.
About Sharon AI
SharonAI Holdings Inc. and its subsidiaries ("Sharon AI"), a leading Australian AI Cloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU/CPU Compute Infrastructure. Our AI Cloud platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption.
