SharonAI (SHAZ) holder discloses shares and large pre-funded warrants
Rhea-AI Filing Summary
Situational Awareness LP, as part of a reporting group, has filed an initial ownership report for SharonAI Holdings Inc.. The group reports indirect beneficial ownership of 1,696,127 shares of Class A Ordinary Common Stock and pre-funded warrants exercisable into 6,374,823 Class A shares at an exercise price of $0.0001 per share. The warrants are exercisable at any time and have no expiration date, but include a 19.99% ownership cap on Class A Ordinary Common Stock until stockholders approve the shares issuable upon exercise. The securities are held directly by a fund for its investors, and the reporting persons may be deemed indirect beneficial owners while disclaiming ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Situational Awareness LP
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-funded Warrants | -- | -- | -- |
| holding | Class A Ordinary Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-funded Warrants — 6,374,823 shares (Indirect, See Note);
Class A Ordinary Common Stock — 1,696,127 shares (Indirect, See Note)
Footnotes (2)
- F1. The reporting persons are Situational Awareness LP ("SALP"), SAF AI GP LP ("GP"), Situational Awareness LLC ("SALLC"), Situational Awareness Partners LP ("Fund"), Leopold Aschenbrenner and Carl Shulman. SALP and GP are the investment adviser and general partner, respectively, of Fund. SALLC is the general partner of SALP. Mr. Aschenbrenner is the managing partner and control person of SALP and GP and the manager of SALLC. Mr. Shulman is the co-portfolio manager of Fund. Fund holds these securities directly for the benefit of its investors. SALP, GP, SALLC, Mr. Aschenbrenner and Mr. Shulman may be deemed to indirectly beneficially own the securities due to their relationships with Fund. The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
- F2. The pre-funded warrants are exercisable at any time and have no expiration date. The reporting persons may not exercise any portion of the warrants to the extent that doing so would cause the reporting persons to own more than 19.99% of the Issuer's outstanding Class A Ordinary Common Stock. The 19.99% limitation will cease to apply following stockholder approval of the shares of Class A Ordinary Common Stock issuable upon exercise of the pre-funded warrants
Key Figures
Indirect Class A shares: 1,696,127 shares
Pre-funded warrants underlying shares: 6,374,823 shares
Warrant exercise price: $0.0001 per share
+2 more
5 metrics
Indirect Class A shares
1,696,127 shares
Class A Ordinary Common Stock indirectly beneficially owned
Pre-funded warrants underlying shares
6,374,823 shares
Underlying Class A Ordinary Common Stock for pre-funded warrants
Warrant exercise price
$0.0001 per share
Exercise price of pre-funded warrants
Ownership cap
19.99%
Maximum Class A ownership before stockholder approval of warrant shares
Derivative position
Pre-funded warrants, 6,374,823 underlying shares
Remaining derivative holdings, exercisable at any time
Key Terms
Pre-funded Warrants, Class A Ordinary Common Stock, beneficial ownership, pecuniary interests, +2 more
6 terms
Pre-funded Warrants financial
"The pre-funded warrants are exercisable at any time and have no expiration date."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Class A Ordinary Common Stock financial
"The reporting persons may not exercise any portion of the warrants to the extent that doing so would cause the reporting persons to own more than 19.99% of the Issuer's outstanding Class A Ordinary Common Stock."
beneficial ownership financial
"The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interests financial
"The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein."
investment adviser financial
"SALP and GP are the investment adviser and general partner, respectively, of Fund."
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
general partner financial
"SALP and GP are the investment adviser and general partner, respectively, of Fund."
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake in SharonAI Holdings Inc. (SHAZ) does Situational Awareness report?
The reporting group shows indirect beneficial ownership of 1,696,127 Class A Ordinary Common shares. These securities are held by a fund for its investors, with related entities and individuals potentially deemed indirect owners to the extent of their pecuniary interests.
What is the exercise price of the SharonAI pre-funded warrants reported?
The pre-funded warrants carry an exercise price of $0.0001 per Class A Ordinary Common share. They are described as exercisable at any time, with no expiration date, subject to the stated ownership limitation.
Is there an ownership cap on exercising the SharonAI pre-funded warrants?
Yes. The reporting persons may not exercise the warrants if it would cause them to own more than 19.99% of outstanding Class A Ordinary Common Stock. This 19.99% limitation ends after stockholder approval of the underlying warrant shares.
Who directly holds the SharonAI securities referenced in this Form 3?
The securities are held directly by a fund identified as Situational Awareness Partners LP for the benefit of its investors. Related entities and individuals act as investment adviser, general partners, or managers linked to that fund.
Do the reporting persons fully own all SharonAI securities listed?
The reporting persons state they may be deemed to indirectly beneficially own the securities due to their relationships with the fund. They expressly disclaim beneficial ownership except to the extent of their respective pecuniary interests in those holdings.