Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Securities Purchase Agreements - Equity

On June 17, 2026, SharonAI Holdings Inc. (the "Company"), filed a Current Report on Form 8-K disclosing the entry into (i) Securities Purchase Agreements (the "Equity Purchase Agreements") dated June 17, 2026, with certain qualified institutional buyers and institutional accredited investors relating to the private offering (the "Equity Offering") of approximately (A) 6,719,896 shares (the "Shares") of the Company's Class A Ordinary Common Stock, par value $0.0001 per share ("Common Stock"), at a purchase price per share of $68.73 per Share and (B) pre-funded warrants (the "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 Common Stock, for aggregate gross proceeds of approximately $900 million, and (ii) Registration Rights Agreements dated June 17, 2026, with the purchasers under the Equity Purchase Agreements, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the "Commission") covering the resale of the Shares issued under the Equity Purchase Agreements, including shares issuable upon exercise of the Pre-Funded Warrants. The transactions contemplated by the Equity Purchase Agreements closed on June 23, 2026.

On June 22, 2026, the Company issued the Shares and the Pre-Funded Warrants. The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. Initially, the holder may not exercise any portion of the Pre-Funded Warrants to the extent the holder would initially own more than 9.99% of the outstanding Common Stock immediately after exercise; provided, however, that will increase to 19.99% after confirmation of HSR Satisfaction (as defined in the Pre-Funded Warrant), and which limitation will further increase to 100% following stockholder approval in connection with NASDAQ Listing Rule 5635(b). The foregoing summaries of the Equity Purchase Agreements and Pre-Funded Warrant are qualified in their entirety by reference to the form of Pre-Funded Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K, the forms of Securities Purchase Agreement - Equity and Securities Purchase Agreement - Equity (with pre-funded warrants) filed as Exhibits 10.1 and 10.5 to the Company's Current Report on Form 8-K, which are incorporated herein by reference.

The Equity Purchase Agreements and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about the Company or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Equity Purchase Agreements and other agreements described below were made as of a specified date, are modified or qualified by information in one or more disclosure schedules prepared in connection with the execution and delivery of the agreements, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in such agreements are not necessarily characterizations of the actual state of facts about the Company or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC. The Company's investors and securityholders are not third-party beneficiaries under any of these agreements.

4.75% Convertible Senior Notes due 2032 and Indenture

On June 17, 2026, the Company a Current Report on Form 8-K disclosing the entry into (i) a Securities Purchase Agreement (the "Notes Purchase Agreement") with certain qualified institutional buyers relating to the private offering (the "Notes Offering") of $700 million aggregate principal amount of the Company's 4.75% Convertible Senior Notes due 2032 (the "Notes") and (ii) a Registration Rights Agreement dated June 17, 2026, pursuant to which the Company agreed to file a Registration Statement with the Commission covering the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes. The transactions contemplated by the Notes Purchase Agreement are expected to close on or about June 26, 2026.

On June 22, 2026, the Company issued the Notes in the Notes Offering to certain qualified institutional buyers (the "Purchasers") who executed the Notes Purchase Agreement pursuant to the terms and conditions of an Indenture (the "Indenture") dated June 22, 2026, among the Company, certain of the Company's material subsidiaries named in the Indenture (the "Subsidiary Guarantors"), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee"). The Notes were initially issued to Cede and Co., as nominee of The Depository Trust Company, as a Global Note and the settlement of the Notes with Purchasers occurred via delivery versus payment on June 22, 2026 through June 26, 2026 (or as soon thereafter as possible). The Notes are senior, unsecured obligations of the Company and will mature on June 15, 2032, unless earlier converted or repurchased. Interest on the Notes will accrue at a rate of 4.75% per year from the first issuance date of the Notes and will be payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on the first such date that is at least 30 calendar days after the initial issuance date of the Notes. Holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, for shares of Common Stock, at the option of the holder, subject to the Restricted Beneficial Ownership Percentage (as defined below).

The Notes will initially be represented by one or more registered notes in global form, but may, in certain circumstances, be exchanged for Notes in definitive form and will be issued in principal amount denominations of $1,000 or any integral multiple of $1,000 in excess thereof,

The conversion rate for the Notes will initially be 10.0343 shares of Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes, which is equivalent to a conversion price of approximately $99.66 per share of Common Stock. The initial conversion price of the Notes represents a premium of approximately 45% above the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)) at the time the Notes Purchase Agreement was executed. The conversion rate for the Notes is subject to adjustment from time to time in accordance with the terms of the Indenture, including a weighted average adjustment with respect to dilutive issuances provided that in no event will the Conversion Rate exceed 14.5496 shares of Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes (which is based on the Nasdaq Minimum Price of $68.73 on the date the Notes Purchase Agreement was executed). In addition, following certain corporate events that occur prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event. The Notes are not redeemable by the Company. A maximum of approximately 14,005,665 shares of Common Stock may be issued upon conversion of the Notes based on the maximum conversion rate of 14.5496 shares of Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes.