Sharon AI Announces Closing of Private Offering of Convertible Senior Notes With Aggregate Gross Proceeds of US$350 Million

Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud, announced the closing of its previously announced offering of Convertible Senior Notes due in 2031 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The financing was 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.

As previously stated, the Company intends to use the proceeds from the offering to fund GPU and network procurement, along with working capital to support revenue-generating AI cloud deployments. This includes the previously announced cloud computing infrastructure agreement with a global technology company with a major Asia-Pacific presence, valued at approximately US$950 million over five years, from which revenue is expected to commence by the end of the third and fourth quarters of 2026.

Information about the terms of the Notes can be found in the Company’s report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 28, 2026.

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. 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.

Disclosure Information
Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the SEC and any other conference calls, webcasts, investor days, etc. that the company may hold.

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