Sharon AI Signs $350Million Convertible Notes Deal to Expand GPU Network Procurement
Financing Led by Oaktree Capital with Participation from Two Seas Capital and Other New and Existing Institutional Investors
SharonAI Holdings a leading Australian Neocloud, announced that it has entered into definitive agreements for the purchase of US$350 million of 6% Convertible Senior Notes due in 2031 (the “Notes”). 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 (the “Securities Act”) 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, L.P. (“Oaktree”), 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.
Financing Led by Oaktree Capital with Participation from Two Seas Capital 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.
Recommended: AI Cost, Performance, and ROI: What Enterprises Must Measure
Lucid Capital Markets acted as sole placement agent for this transaction.
Sheppard Mullin Richter & Hampon served as counsel for Sharon AI for this transaction. Ellenoff Grossman & Schole LLP served as counsel for the placement agent for this transaction, and Latham & Watkins LLP served as counsel to Oaktree for this transaction.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. The Notes have not been registered under the Securities Act, or any applicable state securities laws, and have been offered only to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Write to us [wasim.a@demandmediaagency.com] to learn more about our exclusive editorial packages and programmes.
