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- Customer Concentration (new) — SharonAI derives approximately 82% of 2025 revenue from only 3 named customers, creating material revenue risk if any single customer is lost.
- Supplier Concentration (new) — The company relies on NEXTDC for 87MW of data center capacity (the majority of GPU infrastructure) and depends on NVIDIA for GPU supply with no long-term supply agreements, creating operational and supply-chain risk.
- Related-party / Financing Contingency (new) — SharonAI has signed contracts requiring ~$1.2B in capex ($733M for ESDS, $468M for global tech customer) and intends to finance 70-80% with debt, but has no binding financing arrangements as of the prospectus date.
SharonAI selling stockholders offer up to 26M shares and $692M convertible notes; company receives no proceeds
Filed July 31, 2026 · ~2 min read
Key Changes
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This is a secondary offering by existing holders. SharonAI receives zero dollars from the sale of up to 26,017,577 Class A shares or $691.7M in 4.75% convertible notes due 2032. All proceeds go to selling stockholders.
Use of Proceeds verify on EDGAR → -
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The notes convert at an initial rate of 10.0343 shares per $1,000 principal (~$99.66/share), with a maximum rate of 14.5496 shares per $1,000 (floor price $68.73). The stock closed at $40.09 on July 29, 2026, well below the conversion price.
The Offering verify on EDGAR → -
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SharonAI derives 82% of 2025 revenue from only 3 customers. The company relies on NEXTDC for 87MW of data center capacity and depends on NVIDIA for GPU supply with no long-term supply agreements.
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The company signed contracts totaling $4.52B (ESDS $1.25B, unnamed global tech $950M, AI Lab $1.32B, NVIDIA up to $4.88B collaboration). Execution requires ~$1.2B in capex for ESDS and global tech contracts, with no binding debt financing secured as of filing date.
Business view on EDGAR → -
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Each day of delay in GPU cluster delivery beyond contractual handover dates automatically reduces the total service period, directly reducing lifetime revenue. If acceptance testing misses deadlines, customers may terminate contracts. The company states execution risk is extremely high in 2026-2027.
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SharonAI raised $1.725B gross in 2026: $125M in a February NASDAQ IPO, $900M in a June private placement at $68.73/share, and $700M in 4.75% convertible notes (convertible at ~$99.66/share, maturing 2032). The company is prohibited from paying dividends while the notes are outstanding.
Business view on EDGAR →
Summary
SharonAI Holdings (SHAZ) selling stockholders are offering up to 26,017,577 Class A shares and $691.7 million in 4.75% convertible senior notes due 2032. This is a secondary offering — the company receives no proceeds. The notes convert at an initial rate of 10.0343 shares per $1,000 principal (conversion price approximately $99.66 per share), with a maximum rate of 14.5496 shares per $1,000 (floor price $68.73).
The stock closed at $40.09 on July 29, 2026, well below the conversion price. The largest selling stockholders include Opps XII SHAI Holdings ($100M in notes convertible into 1.87M shares), Diameter funds ($102M in notes), and Situational Awareness Partners (5.4M direct shares plus 2.2M warrant shares). SharonAI is an Australian AI cloud operator deploying NVIDIA GPUs in sovereign data centers.
The company signed contracts totaling over $4.5 billion in 2026: a $1.25 billion five-year agreement with ESDS Software Solutions, a $950 million contract with an unnamed global technology company, a $1.32 billion five-year agreement with an AI Lab, and a up to $4.88 billion six-year strategic collaboration with NVIDIA to deploy up to 40,000 Grace Blackwell GB300 GPUs. To fund the capex required for the ESDS and global tech contracts (~$1.2 billion), the company intends to seek asset-level debt financing at 70-80% loan-to-value, but has no binding financing arrangements as of the prospectus date. The company raised $1.725 billion gross in 2026 through a $125 million NASDAQ IPO in February, a $900 million private placement at $68.73 per share in June, and a $700 million convertible note offering in June. Material risks include extreme customer concentration (82% of 2025 revenue from 3 customers), dependence on NEXTDC for 87MW of data center capacity, reliance on NVIDIA for GPU supply with no long-term supply agreements, and high execution risk in 2026-2027. Each day of delay in GPU cluster delivery beyond contractual handover dates automatically reduces the total service period and lifetime revenue, and customers may terminate if acceptance testing misses deadlines. The company's revenue model with a significant customer involves declining pricing over six years, offset by reselling GPU capacity to third parties — a highly competitive market with no assurance of sustained third-party revenues. The company is prohibited from paying dividends while the convertible notes are outstanding.
Section-by-Section Diff
The Offering · The Offering
Secondary offering of up to 26,017,577 Class A shares by selling securityholders; company receives no proceeds.
Added in current filing · verify on EDGAR →
Up to 26,017,577 shares of Class A Ordinary Common Stock consisting of (A) 10,419,896 Common Shares; (B) 2,674,823 Pre-Funded Warrant Shares issuable upon exercise of presently exercisable pre-funded warrants and (C) 12,922,858 Conversion Shares issuable upon conversion of Notes based upon the maximum Conversion Rate of 14.5496 shares of Class A Ordinary Common Stock per $1,000 of Notes of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes.
Selling securityholders are offering up to 26,017,577 Class A shares, comprising existing common shares, shares from pre-funded warrants, and shares from convertible note conversion. This is a secondary offering — the company receives no proceeds from these sales.
Added in current filing · verify on EDGAR →
4.75% Senior Convertible Notes due 2032 in the aggregate principal amount of $691,700,000.
Selling securityholders are also offering $691,700,000 principal amount of 4.75% Senior Convertible Notes due 2032. These notes are convertible into Class A shares at an initial conversion rate of 10.0343 shares per $1,000 principal (conversion price approximately $99.66), with a maximum conversion rate of 14.5496 shares per $1,000 (conversion price floor $68.73).
Added in current filing · verify on EDGAR →
will not receive any proceeds from any sale of the Shares by the Selling Securityholders.
The company will not receive any proceeds from this offering. All proceeds from the sale of shares and notes go to the selling securityholders, not to SharonAI Holdings.
Added in current filing · verify on EDGAR →
The Notes are convertible at a holder’s option into an amount of Shares equal to the initial Conversion Rate of 10.0343 per $1,000 of the sum of the aggregate principal amount of Notes, plus all accrued and unpaid interest on such Notes, which is equivalent to a Conversion Price of approximately $99.66, subject to adjustment and a maximum Conversion Rate of 14.5496 and a Conversion Price floor of $68.73.
Noteholders can convert at their option at an initial rate of 10.0343 shares per $1,000 principal (conversion price ~$99.66), with a maximum rate of 14.5496 shares per $1,000 (floor price $68.73). The company can force conversion after December 22, 2027 if the stock trades above 200% of conversion price (over ~$137.46 per share).
Added in current filing · verify on EDGAR →
On July 29, 2026, the last reported sale price of the Company’s Class A Ordinary Common Stock Nasdaq Capital Market was $40.09.
The Class A common stock closed at $40.09 on July 29, 2026, trading on Nasdaq under symbol SHAZ. This is well below the note conversion price of approximately $99.66.
Prospectus Summary · Prospectus Summary
Australian AI cloud operator deploying NVIDIA GPUs in data centers; recent contracts total $4.52B; raised $1.6B in equity/debt in 2026.
Added in current filing · verify on EDGAR →
In February 2026, we ... listed on the NASDAQ Capital Markets, raising US $125 million in a concurrent underwritten public offering before costs.
The company raised $125 million gross proceeds in a February 2026 NASDAQ listing concurrent with an underwritten public offering. This was described as providing access to public capital markets and capital raising alternatives to lower weighted average cost of capital while minimizing near-term equity dilution.
Added in current filing · verify on EDGAR →
On June 17, 2026, we entered into securities purchase agreements with certain qualified institutional and accredited buyers relating to the private offering of approximately 6,719,896 shares of the Company’s Class A Ordinary Common Stock at a purchase price of $68.73 per share and pre-funded warrants at a price per pre-funded warrant of $68.7299 to purchase up to an aggregate of 6,374,823 shares of Class A Ordinary Common Stock for aggregate gross proceeds of approximately $900 million. The offering closed on June 22, 2026
The company raised approximately $900 million gross proceeds in a June 2026 private placement of Class A common stock and pre-funded warrants at $68.73 per share. The net proceeds are intended to support the NVIDIA collaboration to deploy up to 40,000 Grace Blackwell GB300 GPUs and broader expansion plans.
Added in current filing · verify on EDGAR →
On June 17, 2026, we entered into ... a securities purchase agreement with certain qualified institutional buyers relating to a private offering of $700 million aggregate principal amount of the Convertible Notes. The Convertible Notes are senior, unsecured obligations that mature on June 15, 2032, bear interest at a rate of 4.75% per year payable quarterly in arrears, and are convertible into shares of Class A Ordinary Common Stock at an initial conversion price of approximately $99.66 per share.
The company issued $700 million of convertible senior notes in June 2026, maturing in 2032 with 4.75% annual interest payable quarterly. The notes are convertible into Class A common stock at approximately $99.66 per share, representing a conversion premium above the $68.73 equity offering price from the same month. The notes are senior unsecured obligations.
Added in current filing · verify on EDGAR → · paraphrased
On April 1, 2026, we announced a significant expansion of our AI Cloud services business, with the signing of an initial five-year, US $1.25 billion TCV AI infrastructure agreement with ESDS Software Solutions Ltd. The customer has an option to extend for an additional 2 years.
The company signed a five-year contract with ESDS Software Solutions Ltd valued at $1.25 billion total contract value, with a two-year extension option. Under the contract, the company will deploy an 8K B300 cluster in an existing Australian data center, with revenue expected to commence in Q3 2026.
Added in current filing · verify on EDGAR → · paraphrased
On July 16, 2026, we announced the signing of a cloud computing service agreement with a global Artificial Intelligence ("AI") Lab valued at US $1.32 billion over five years. Under the terms of the contract, we expect to deploy cloud computing solutions across data center infrastructure in New Zealand with revenue from the contract expected to commence across the first and second quarter of 2027.
The company signed a five-year cloud computing service agreement with an unnamed global AI Lab valued at $1.32 billion. The contract involves deploying cloud computing solutions in New Zealand data center infrastructure, with revenue expected to begin in Q1-Q2 2027.
Use of Proceeds · Use of Proceeds
Company receives no proceeds from this offering; shares sold by existing holders only.
Added in current filing · verify on EDGAR →
will not receive any proceeds from the sale of the Notes or the Shares offered by this prospectus.
This is a secondary offering where existing holders are selling their shares. The company receives zero dollars from the sale, meaning no capital for operations, growth, or debt reduction. All proceeds go to the selling stockholders.
Added in current filing · verify on EDGAR →
under the Indentures for our 6.00% Convertible Senior Notes due 2031 and our 4.75% Convertible Notes due 2032, we are restricted from paying dividends while such notes are outstanding.
The company is contractually prohibited from paying dividends due to covenants in two series of convertible notes (6.00% due 2031 and 4.75% due 2032). Even if the board wanted to pay dividends, they cannot do so while these notes remain outstanding.
Risk Factors · Risk Factors
SharonAI discloses 82% customer concentration (3 customers in 2025), dependence on NEXTDC for 87MW capacity, and reliance on NVIDIA GPU supply.
Added in current filing · verify on EDGAR → · paraphrased
We generate a large portion of our revenue (around 82% in 2025) from a small number of customers (3 customers in 2025).
SharonAI derives approximately 82% of its 2025 revenue from only 3 customers. This extreme concentration means the loss of a single customer could materially impair revenue and operations. The company expects this concentration to persist for the foreseeable future.
Added in current filing · verify on EDGAR → · paraphrased
We have secured up to 87MW of capacity through NEXTDC and rely on NEXTDC to host the majority of our GPU infrastructure. If NEXTDC experiences construction delays, financial difficulties, power supply issues, or fails to deliver contracted capacity on schedule, we may be unable to deploy our GPU fleet, fulfill customer contracts, or generate anticipated revenue.
SharonAI has contracted for up to 87MW of data center capacity from NEXTDC and relies on NEXTDC to host the majority of its GPU infrastructure. Any delay, disruption, or failure by NEXTDC could prevent the company from deploying GPUs, fulfilling customer contracts, or generating anticipated revenue, creating material operational and financial risk.
Added in current filing · verify on EDGAR → · paraphrased
The Company has entered into material customer contracts with ESDS Software Solutions and a Global Technology Customer with an aggregate anticipated total contract value of approximately US $2.21 billion. To fund the capital expenditure required to perform its obligations under these contracts — estimated at approximately US $733 million for the ESDS Contract and approximately US $468 million for the Global Technology Customer Contract — the Company intends to seek asset-level debt financing targeting a loan-to-value ratio of 70–80% of the relevant capital expenditure. As of the date of this prospectus, the Company is engaging with potential debt financiers, but no binding financing arrangements have been finalized or confirmed.
SharonAI has signed contracts with ESDS and a Global Technology Customer totaling approximately $2.21 billion in anticipated contract value, requiring approximately $1.2 billion in capital expenditure ($733M for ESDS, $468M for Global Tech). The company intends to finance 70-80% of this capex with debt, but as of the prospectus date has no binding financing arrangements in place. If debt financing is not secured, the company would need alternative funding or may be unable to fulfill these contracts.
Added in current filing · verify on EDGAR → · paraphrased
We are substantially dependent on NVIDIA Corporation as a supplier of graphics processing units ("GPUs"), and any disruption in our ability to obtain NVIDIA GPUs could materially and adversely affect our business, financial condition, and results of operations.
SharonAI relies extensively on NVIDIA GPUs (H100, H200, and related architectures) for its AI infrastructure. The company has no long-term supply agreements guaranteeing pricing, volume, or delivery schedules. NVIDIA allocates GPU supply based on factors outside SharonAI's control, and supply constraints, allocation decisions, price increases, or export controls could delay product development, limit scaling, or cause customer losses.
Added in current filing · verify on EDGAR →
The customer price for GPU services in our agreement with a significant customer declines predictably over the six-year contract term — The business model contemplates that we will sell all or part of this compute to Third Parties, generating a revenue share with such customer on the spread. However, the Third Party market for GPU compute is highly competitive and subject to rapid price changes driven by evolving AI hardware generations, competing hyperscaler offerings, and fluctuating AI workload demand. There is no assurance that we can sustain Third Party revenues, and failure to do so will result in a material decline in revenues and profitability during the contract term.
SharonAI's revenue model with a significant customer involves a declining price schedule over six years. The company plans to offset this by reselling GPU capacity to third parties at higher prices and sharing the spread with the customer. However, the third-party GPU market is highly competitive with rapid price changes, and there is no assurance the company can sustain third-party revenues. Failure to do so will materially reduce revenues and profitability over the contract term.
Added in current filing · verify on EDGAR →
We have committed to delivering a specified numbers of GPUs as of specific dates pursuant to our various customer contracts. For each day of delay beyond the handover date, the total service period may be reduced, directly reducing lifetime revenue for that customer contract. If cluster acceptance testing cannot be completed by specified deadlines, the customer may have the right to terminate the contract. Clusters of this scale involve complex hardware procurement and multi-phase acceptance testing. Supply chain disruptions, construction delays, hardware shortages, or technical failures during testing are all realistic risks. Investors should understand that execution risk is extremely high in the critical 2026–2027 period, and that any delay directly reduces the aggregate revenue that can be generated over the life of the various customer contracts.
SharonAI has committed to delivering specified numbers of GPUs by specific dates under customer contracts. Each day of delay beyond the handover date automatically reduces the total service period, directly reducing lifetime revenue for that contract. If acceptance testing cannot be completed by specified deadlines, the customer may terminate the contract. The company states execution risk is extremely high in the critical 2026–2027 period, and any delay directly reduces aggregate revenue over the contract life.
Added in current filing · verify on EDGAR →
NVIDIA relies on a highly concentrated manufacturing supply chain, including Taiwan Semiconductor Manufacturing Company Limited as its primary chip fabrication partner, as well as a limited number of advanced packaging and assembly suppliers. This concentration creates risks related to geopolitical instability (particularly with respect to cross-strait relations between Taiwan and the People’s Republic of China), natural disasters, pandemics, labor disruptions, and other events beyond our or NVIDIA’s control that could interrupt GPU production and delivery worldwide.
SharonAI's operations depend on NVIDIA GPUs, which are manufactured through a highly concentrated supply chain with TSMC as the primary chip fabrication partner. This concentration creates risks from geopolitical instability (particularly Taiwan-China cross-strait relations), natural disasters, pandemics, and labor disruptions that could interrupt GPU production and delivery worldwide. Additionally, the company's software architecture and infrastructure are optimized for NVIDIA's CUDA platform, making migration to alternative hardware difficult, time-consuming, and expensive.
Added in current filing · verify on EDGAR →
Our customer contract with a significant customer contemplates that such customer will have little to no access to or use of the services unless they are not fully utilized Third Parties. Our ability to earn revenue above the price such customer has agreed to pay — which is the basis for a Shareable Revenue split — is entirely dependent on our ability to attract Third Party customers at pricing above the price such customer has agreed to pay. Revenue share is only earned on the spread between what a Third Party pays and what such customer would have paid, and all revenue is reduced by any service credits provided to customers.
Under the significant customer contract, the customer has little to no access unless services are not fully utilized by third parties. SharonAI's ability to earn revenue above the customer's agreed price (the basis for revenue sharing) is entirely dependent on attracting third-party customers at higher pricing. Revenue share is only earned on the spread between third-party pricing and the customer's price, and all revenue is reduced by service credits. The company must simultaneously manage third-party relationships, negotiate pricing, maintain SLAs, and comply with notice obligations, making net revenue highly sensitive to third-party market conditions the company does not control.
Business · Business
Australian AI cloud operator deploying NVIDIA GPUs in sovereign data centers, with up to $4.88B NVIDIA contract and 40,000 GB300 GPU deployment planned.
Added in current filing · verify on EDGAR →
In June 2026, we announced a six-year strategic compute collaboration with NVIDIA pursuant to a Master Cloud Services Agreement and Order Form 1 dated June 8, 2026 (the “NVIDIA Agreement”), which has a contract value of up to $4.88 billion.
The company disclosed a six-year agreement with NVIDIA valued at up to $4.88 billion. Under the June 8, 2026 agreement, NVIDIA and SharonAI will deploy 72 megawatts of data center capacity in Australia with up to 40,000 Grace Blackwell GB300 GPUs. The collaboration uses a revenue-sharing and credit-support model where SharonAI sells NVIDIA-powered cloud services and NVIDIA earns both product revenue and a share of cloud revenue on the supported capacity.
Added in current filing · verify on EDGAR → · paraphrased
In February 2026, we signed our first major customer contract with lighthouse customer, Canva and industry participant GMI Cloud US Inc. ... April 1, 2026, we announced a significant expansion of our AI Cloud services business, with the signing of an initial five-year, US $1.25BN TCV AI infrastructure agreement with ESDS Software Solutions Ltd. ... May 13, 2026, the Company entered into an additional customer contract with a global technology company with major Asia-pacific presence with an aggregate total contract value of approximately $950 million. ... July 16, 2026, we announced the signing of a cloud computing service agreement with a global Artificial Intelligence ("AI") Lab valued at US $1.32 Billion over five years.
The company disclosed four major customer contracts: Canva and GMI Cloud (February 2026, value not stated), ESDS Software Solutions ($1.25 billion TCV over five years starting Q3 2026), an unnamed global technology company ($950 million TCV), and an unnamed AI Lab ($1.32 billion over five years starting Q1-Q2 2027). These contracts represent committed revenue streams totaling over $3.5 billion.
Added in current filing · verify on EDGAR → · paraphrased
In February 2026, we listed on the NASDAQ Capital Markets, raising US $125 million in a concurrent underwritten public offering before costs. ... On June 17, 2026, we entered into securities purchase agreements with certain qualified institutional and accredited buyers relating to the private offering of approximately 6,719,896 shares of the Company's Class A Ordinary Common Stock at a purchase price of $68.73 per share and pre-funded warrants at a price per pre-funded warrant of $68.7299 to purchase up to an aggregate of 6,374,823 shares of Class A Ordinary Common Stock for aggregate gross proceeds of approximately $900 million. ... On June 17, 2026, we entered into a securities purchase agreement with certain qualified institutional buyers relating to a private offering of $700 million aggregate principal amount of the Convertible Notes. The Convertible Notes are senior, unsecured obligations that mature on June 15, 2032, bear interest at a rate of 4.75% per year payable quarterly in arrears, and are convertible into shares of Class A Ordinary Common Stock at an initial conversion price of approximately $99.66 per share.
The company raised capital through three transactions in 2026: a $125 million NASDAQ IPO in February, a $900 million private placement of equity and pre-funded warrants at $68.73 per share in June, and a $700 million convertible note offering (4.75% interest, convertible at $99.66 per share, maturing 2032) also in June. Combined gross proceeds totaled $1.725 billion to fund the NVIDIA collaboration and GPU deployment.
Added in current filing · verify on EDGAR → · paraphrased
At December 31, 2025, we had 411 GPUs deployed and generating revenue, with this operational fleet being distinct for the larger, future deployment of B-Series and GB-Series NVIDIA GPUs outlined below. ... From the proceeds raised under the December 2025 Pre-IPO Convertible Note offering, we purchased the following GPU fleet: ... B200 1,000 ... B300 1,024 ... Total 2,024 ... This operational fleet is distinct from the larger, future deployment of B-Series and GB-Series NVIDIA GPUs outlined below which is expected to take the total number of GPUs by the Company deployed to approximately 2,435, which is almost 6 times the amount of GPUs since the second half of 2025.
The company had 411 GPUs operational and revenue-generating as of December 31, 2025 (43 A40, 192 L40, 160 H100, 16 H200). It purchased an additional 2,024 GPUs (1,000 B200 and 1,024 B300) for deployment in first half 2026, bringing the near-term total to approximately 2,435 GPUs. This represents a nearly 6x increase from the second half of 2025 operational fleet.
Added in current filing · verify on EDGAR → · paraphrased
In December 2024, we were appointed as an NCP. We are one of three NCPs currently operating in Australia, part of a global network of partners.
The company became a NVIDIA Cloud Partner in December 2024, one of only three in Australia. This status provides preferential access to NVIDIA GPUs (including B200/B300 Blackwell chips), customer referrals, and technical support. NVIDIA manages NCP numbers globally to ensure quality control, creating barriers to entry for competitors.
Added in current filing · verify on EDGAR →
NEXTDC is our primary, non-exclusive co-location provider with an expansion agreement in place for up to 87MWs across is Melbourne and Sydney data centres.
The company has secured access to up to 87MW of data center capacity with NEXTDC across Melbourne and Sydney facilities. The filing also states "we have entered into a strategic engagement with NEXTDC, Australia's leading independent data center operator, to provide access to up to 54MW of capacity." The company considers this large-scale data center capacity access a key strategic competitive advantage for deploying GPU infrastructure.
Added in current filing · verify on EDGAR →
Utilizing this facility, we have executed an agreement to acquire 125 servers, comprising a total of 1,000 NVIDIA B200 GPUs.
The company has committed to acquire 1,000 NVIDIA B200 GPUs (125 servers) through a financing facility with Lenovo's TruScale program. This facility is structured to reduce upfront capital expenditure by matching payment obligations with the asset's useful life, enabling the company to scale GPU capacity rapidly while managing working capital.
Added in current filing · verify on EDGAR →
As we prepare for scaled commercial operations, we have shifted its primary commercial contracting framework toward term-based offtake agreements on a ‘take or pay’ basis, which aligns customer commitments directly with the capital required to procure and deploy GPU capacity.
The company has shifted from usage-based, on-demand revenue (historically via marketplace aggregators) to multi-year term contracts with 'take or pay' provisions. Customers provide 10-20% prepayments to fund GPU procurement, with typical contract terms of 36-60 months. The 'take or pay' structure ensures 100% utilization rate recognition once infrastructure is deployed, providing predictable revenue and supporting debt underwriting.
Selling Stockholders · Selling Stockholders
Registration covers Notes and shares held by 60+ institutional investors from a prior exempt offering; largest holders include Opps XII (1.87M shares from Notes), Diameter funds (1.92M shares), and ICS entities (1.93M shares).
Added in current filing · verify on EDGAR →
Common Shares, Pre-Funded Warrants and Notes were originally issued by us to qualified institutional buyers and accredited investors in a transaction exempt from the registration requirements of the Securities Act.
The company previously issued Notes, Common Shares, and Pre-Funded Warrants to institutional and accredited investors in a private placement (exempt from registration). This prospectus now registers those securities for resale by the selling stockholders, enabling them to sell into the public market.
Added in current filing · verify on EDGAR →
Opps | XII SHAI Holdings, L.P. ... $ | 100,000,000 ... 1,868,279
Opps XII SHAI Holdings holds $100,000,000 principal amount of Notes (the largest single holder), convertible into 1,868,279 shares. Other large holders include Diameter Master Fund ($83,075,000 / 1,552,073 shares), BSOF Liquid Investments ($70,000,000 / 1,307,795 shares), and Sona Credit Master Fund ($73,600,000 / 1,375,053 shares). These conversions represent substantial potential dilution.
Added in current filing · verify on EDGAR →
Shares of Class A Ordinary Common Stock beneficially owned by Opps XII SHAI Holdings, L.P. include (i) 1,003,430 shares of Class A Ordinary Common Stock issuable upon conversion of $100,000,000 principal amount of the Notes, and (ii) 12,710 shares of Class A Ordinary Common Stock issuable upon conversion of $1,266,667 accrued interest on the Notes.
Opps XII SHAI Holdings holds $100,000,000 principal amount of convertible notes plus $1,266,667 accrued interest, convertible into 1,016,140 shares total. This is the largest single noteholder position disclosed in the selling stockholders table.
Added in current filing · verify on EDGAR →
Excludes 418,317 shares of Class A Ordinary Common Stock issuable upon conversion of $41,688,708 principal amount of the Notes held by Integrated Core Strategies (US) LLC as conversion of the Notes is subject to a beneficial ownership limitation of 4.99%.
Integrated Core Strategies (US) LLC, a Millennium-affiliated entity, holds an additional $41,688,708 principal amount of convertible notes (418,317 shares) that are excluded from the beneficial ownership count due to a 4.99% ownership cap. This indicates the entity's total note position is substantially larger than the disclosed convertible share count.
Added in current filing · verify on EDGAR →
Shares of Class A Ordinary Common Stock beneficially owned by Situational Awareness Partners LP include (i) 5,396,127 shares of Class A Ordinary Common Stock held directly by Situational Awareness Partners LP and (ii) 2,166,902 shares of Class A Ordinary Common Stock underlying presently exercisable pre-funded warrants. Excludes 507,921 shares of Class A Ordinary Common Stock underlying presently exercisable pre-funded warrants as the exercise of these pre-funded warrants is subject to a 19.99% beneficial ownership limitation of the Company’s outstanding shares of Class A Ordinary Common Stock.
Situational Awareness Partners holds 5,396,127 direct shares plus 2,166,902 shares in pre-funded warrants, with an additional 507,921 warrant shares excluded due to a 19.99% ownership cap. This is the largest direct equity position among selling stockholders.
Added in current filing · verify on EDGAR →
Shares of Class A Ordinary Common Stock beneficially owned by Diameter Master Fund LP include (i) 588,535 shares of Class A Ordinary Common Stock held directly by Diameter Master Fund LP, (ii) 833,599 shares of Class A Ordinary Common Stock issuable upon conversion of $83,075,000 principal amount of the Notes held by Diameter Master Fund LP, and (iii) 10,559 shares of Class A Ordinary Common Stock issuable upon conversion of $1,052,283 accrued interest on the Notes held by Diameter Master Fund LP
Diameter Master Fund holds $83,075,000 principal amount of convertible notes plus accrued interest, the second-largest note position after Opps XII. Combined with affiliate Diameter Dislocation Master Fund III's $19,625,000 in notes, the Diameter-managed entities hold over $102 million in convertible debt.
Added in current filing · verify on EDGAR →
Assumes conversion of the full amount of Notes held by the selling securityholder at the rate of 14.5496 shares of our Class A Ordinary Common Stock per $1,000 in principal amount of the Notes, including all interest accrued under the Notes if held until the June 15, 2032 maturity date.
The Notes convert at 14.5496 shares per $1,000 principal (including accrued interest through the June 15, 2032 maturity). This is the theoretical maximum conversion; the actual conversion rate may adjust based on events described elsewhere in the prospectus. Holders receive cash for fractional shares.
Added in current filing · verify on EDGAR →
Two Seas Global (Master) Fund LP – Two Seas Capital LP as investment adviser to Two Seas Global (Master) Fund LP ... 1,875,774 ... 5.26 %
After selling all registered securities, the largest remaining holders would be Two Seas Global (5.26%), ICS entities (3.84% each for three funds), Situational Awareness Partners (2.10%), and several Blackstone/Lone entities (1.25%–1.45%). This assumes all other selling stockholders sell their full registered amounts.
Experts · Experts
Describes board committee composition, director nomination guidelines, and governance policies; no external audit or valuation experts disclosed.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
The Board of Directors of the Company believes that Peter Woodward qualifies as an “audit committee financial expert,” as defined under the rules and regulations of Nasdaq and the SEC.
The company designates Peter Woodward as the audit committee financial expert. This disclosure is required by SEC rules to identify which director has the requisite accounting or financial expertise to oversee the audit function.
Added in current filing · verify on EDGAR → · paraphrased
we have established a compensation committee of its Board of Directors, consisting of Peter Woodward, Alastair Cairns and Alexander Andrew Kelton. Alexander Andrew Kelton is the chairperson of the compensation committee.
The compensation committee consists of three independent directors (Peter Woodward, Alastair Cairns, Alexander Andrew Kelton) with Kelton as chair. This committee oversees executive compensation decisions including CEO pay and equity plans.
Added in current filing · verify on EDGAR → · paraphrased
The Company has entered into agreements with each of its executive officers and Directors, whereby we will agree to indemnify each of them to the fullest extent permitted by law, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses and reasonable out of pocket attorneys' fees) incurred or paid by any of them in connection with any action, suit, investigation or proceeding
The company has indemnification agreements with all officers and directors covering legal costs, judgments, and settlements to the fullest extent permitted by law. The company will advance legal fees subject to potential repayment rights.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 16, 2026 · How we verify