お知らせ • Jun 19
SharonAI Holdings Inc. announced that it expects to receive $1.599999399 billion in funding from Oaktree Capital Management, L.P., Situational Awareness LP and other investors.
SharonAI Holdings Inc. announced that it has entered into a Securities Purchase Agreement relating to the oversubscribed private offering of approximately (i) 6,719,896 shares of the company’s class A ordinary common stock, at a par value $0.0001 per share at a purchase an issue price of $68.73 per share for gross proceeds of $461,858,452.08 and (ii) 6,374,823 pre-funded to purchase up to an aggregate of 6,374,823 shares of common stock warrants at an issue price of $68.2799 per pre-funded warrant for gross proceeds of $435,272,276.9577 and 4.75% convertible senior notes due 2032 for gross proceeds of $700,000,000 for total aggregate gross proceeds of $1,597,130,729.0377 on June 17, 2026. The transaction includes participation from Situational Awareness L.P., funds managed by Oaktree Capital Management, L.P. and certain existing and new qualified institutional, strategic investors and accredited buyers. The pre-funded warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of common stock at any time until all of the pre-funded warrants are exercised in full. Until the company receives stockholder approval for issuance of the pre-funded warrant shares, a holder may not exercise any portion of the common warrants to the extent the purchaser would initially own more than 9.99% of the outstanding common stock immediately after exercise. The notes are senior, unsecured obligations of the company and will mature on June 15, 2032, unless earlier converted or repurchased. Interest on the notes will accrue at a rate of 4.75% per year from the first issuance date of the notes and will be payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on the first such date that is at least 30 calendar days after the initial issuance date of the notes. Holders of the notes may convert all or any portion of their notes at any time, in integral multiples of $1,000 principal amount, for shares of common stock, at the option of the holder. The conversion rate for the notes will initially be 10.0343 shares of common stock per $1,000 of the sum of the principal amount of notes plus accrued and unpaid interest on such notes, which is equivalent to a conversion price of approximately $99.66 per share of common stock. The notes are not redeemable by the company. The maximum of approximately 13,087,365 shares of common stock may be issued upon conversion of the Notes based on the maximum conversion rate of 14.5496 shares of common stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by the subsidiary guarantors named in the Indenture, subject to the terms of the Indenture. In addition, the company agreed to reimburse Oaktree Fund Administration, LLC for reasonable and documented legal fees and expenses incurred in connection with the Registration Rights Agreement in an amount not to exceed $100,000. The Equity Purchase Agreement contains representations and warranties, covenants and other terms customary for an offering of this type. The Equity Purchase Agreement is expected to close on or about June 22, 2026, subject to certain customary and other closing conditions. The company will issue the Shares, the pre-funded warrants and the notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder.