Sharon AI closes $350M private offering of convertible notes to fuel GPU buildout

SharonAI Holdings Inc. has raised $350 million through a private offering of convertible senior notes, channeling the capital toward the GPU infrastructure that underpins its AI cloud business. The deal, led by heavyweight credit investor Oaktree Capital Management, signals serious institutional appetite for the picks-and-shovels layer of the AI economy.

The convertible notes carry a 6% cash coupon paid quarterly and mature in 2031. The initial conversion price sits at roughly $48.24 per share, representing about a 20% premium to the at-the-market price at signing.

Where the money is going

SharonAI, which trades on Nasdaq under the ticker SHAZ, plans to deploy the proceeds primarily toward procuring GPUs and advanced network hardware. The company frames these purchases as the backbone of revenue-generating AI cloud deployments and what it calls “AI factories.”

Beyond hardware, some of the capital will go toward general working capital needs.

Deal structure and investor protections

The notes were sold at 100% of principal, meaning investors paid face value with no discount.

On the conversion side, the math caps potential dilution at approximately 8,706,250 common shares. That cap is designed to protect existing shareholders from excessive dilution if the stock price surges well beyond the conversion price.

Two Seas Capital LP participated alongside Oaktree, with additional commitments from other new and existing institutional investors. Lucid Capital Markets served as the sole placement agent for the deal.

SharonAI’s founders have signed lock-up agreements that restrict sales of specified securities until March 31, 2027.

What this means for investors

For existing SHAZ shareholders, the immediate question is dilution. The 8,706,250-share cap provides a clear ceiling, but the actual dilutive impact depends entirely on where the stock trades relative to that $48.24 conversion price over the next six years. If shares stay below that threshold, the notes never convert and shareholders simply bear the cost of 6% annual interest payments on $350 million, which works out to $21 million per year in cash obligations.

The founder lock-up through March 2027 means the people with the most information about the company’s trajectory have voluntarily restricted their ability to sell.

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