[Form 3] SharonAI Holdings Inc. Initial Statement of Beneficial Ownership
Rhea-AI Filing Summary
SharonAI Holdings Inc. Head of Corporate Development Nicholas Hughes‑Jones has filed an initial ownership report detailing equity interests in the company. The filing lists multiple tranches of restricted stock units (RSUs), each representing a right to receive one share of SHAZ Class A Ordinary Common Stock.
Some RSUs are already fully vested, while others vest only if SharonAI completes exchange or sale transactions, exceeds a $100 million valuation, reaches specified GPU, revenue or investor relations milestones, or achieves a 25% total shareholder return in 2026. Additional RSUs depend on completing certain debt financings and successfully listing securities on both Nasdaq and the Australian Stock Exchange.
The report also shows indirect holdings through related entities, including a Convertible Note convertible into Chess Depositary Interests or Class A shares, 1,160,472 Class A Ordinary shares and 45,447 Class B Super voting shares held via affiliated trusts and companies, plus smaller Class A holdings of 2,536 shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Convertible Note | -- | -- | -- |
| holding | Class A Ordinary Common Stock | -- | -- | -- |
| holding | Class A Ordinary Common Stock | -- | -- | -- |
| holding | Class B Super Common Stock | -- | -- | -- |
Footnotes (14)
- F1. Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.
- F2. The restricted stock units are fully vested. The restricted stock units have no expiration date.
- F3. The restricted stock units will vest upon certain exchange or sale transactions. The restricted stock units have no expiration date.
- F4. The restricted stock units will vest upon the Company achieving a valuation in excess of $100 million. The restricted stock units have no expiration date.
- F5. The restricted stock units will vest upon the Company achieving certain milestones with regard to the number of GPUs in service. The restricted stock units have no expiration date.
- F6. The restricted stock units will vest upon the Company achieving certain revenue milestones. The restricted stock units have no expiration date.
- F7. The restricted stock units will vest upon the Company achieving certain investor relations milestones. The restricted stock units have no expiration date.
- F8. The restricted stock units have no expiration date.
- F9. The restricted stock units have no expiration date.
- F10. The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026.
- F11. The restricted stock units will vest upon completion of certain debt financings prior to December 31, 2026. The restricted stock units have no expiration date.
- F12. The restricted stock units will vest upon the Company successfully listing its securities on the Nasdaq Stock Market and the Australian Stock Exchange. The restricted stock units have no expiration date.
- F13. The restricted stock units will vest on December 31, 2026 upon achievement of certain performance criteria in relation to the closing of company agreements. The restricted stock units have no expiration date.
- F14. The Convertible Note is convertible at the option of the holder into the Company's Chess Depositary Interests upon successful listing on the Australian Stock Exchange, or into shares of the Company's Class A Ordinary Common Stock upon the Company being listed for trading on the Nasdaq Stock Market and no subsequent listing on the Australian Stock Exchange prior to certain deadlines.
AI-generated analysis. How Rhea-AI works. Not financial advice.
