Sharonai Holdings, INC. 8-K Filing

Key Financial Figures

• $200 million — ns up to a maximum aggregate total of US$200 million until January 15, 2026. The Notes bear

Filing Documents

• sharonaiholdings_8k.htm (8-K) — 49KB
• sharonaiholdings_ex10-1.htm (EX-10.1) — 272KB
• sharonaiholdings_ex99-1.htm (EX-99.1) — 21KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001829126-25-010201.txt ( ) — 545KB
• cik0002068385-20251219.xsd (EX-101.SCH) — 3KB
• cik0002068385-20251219_lab.xml (EX-101.LAB) — 33KB
• cik0002068385-20251219_pre.xml (EX-101.PRE) — 22KB
• sharonaiholdings_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 2025, SharonAI, Inc. ("SharonAI Inc.") and SharonAI Pty Ltd ("SharonAI Pty Ltd"), each a subsidiary of SharonAI Holdings Inc. ("SharonAI"), entered into a Convertible Note Agreement (the "Agreement") with certain investors (the "Noteholders"), pursuant to which the Noteholders agreed to provide financing in the aggregate principal amount of approximately US$ 100,000,000 of unsecured, redeemable, convertible notes (the "Notes"). Canaccord Genuity Australia served as the sole lead manager for the transaction. Promptly after entering into the Agreement, SharonAI Inc. assigned, and SharonAI assumed, the obligations and responsibilities of SharonAI Inc. in connection with and arising out of the Agreement and the Notes. Pursuant to the Agreement, SharonAI and its subsidiaries ("we," "us," or the "Company") may accept additional over-subscriptions up to a maximum aggregate total of US$200 million until January 15, 2026. The Notes bear interest at a rate of 12% per annum from April 19, 2026, through December 18, 2026, and 15% per annum on and from the December 19, 2026 until the Notes are redeemed, cancelled or converted. The Notes mature on December 19, 2027 (the "Maturity Date"), unless earlier converted or redeemed. Under the terms of the Agreement, the Notes may be converted into shares of Class A Ordinary Common Stock of SharonAI in certain circumstances, including by the Company prior to a Corporate Event (as defined in the Agreement), upon completion of an initial public offering on the Australian Securities Exchange or other securities exchange (subject to additional terms) or at maturity. Upon conversion, the number of shares issuable is calculated based on the sum of principal and accrued interest divided by the lower of a discounted transaction price or a predetermined valuation cap or maturity conversion price. Conversion and issuance of securities pursuant to the Notes are subject to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosures contained in Item 1.01 are incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing the closing of the transactions contemplated by the Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Convertible Note Agreement 99.1 Press Release, dated December 22, 2025 104 Cover Page Interactive Data File - 2 - CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The Company cautions that statements in this report or any exhibit to this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as "expect," "intend," "plan," "anticipate," "believe," and "will," among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company's current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility of the Company's need and ability to raise additional capital, changes in business plans, service or product offerings, use of proceeds, the Company's acceleration or expansion of relationships and partnerships and/or deployment of assets, and further or new regulation of the Company's business. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" included in the Company's Registration Statement on Form S-4 filed with the SEC on October 21, 2025, as amended, and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date

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