COO Andrew Leece discloses 9.05% SharonAI (SHAZ) stake via trusts, RSUs

Rhea-AI Filing Summary

SharonAI Holdings Inc. received a Schedule 13D from Chief Operating Officer Andrew Leece, who reports beneficial ownership of 1,452,023 shares of Class A Ordinary Common Stock, representing 9.05% of the class. These shares are held through Australian entities and equity awards.

The stake includes 1,233,504 shares held by Strat Capital Pty Ltd ATF Alpha Juliett Trust, 165,852 shares held by another Strat Capital trust, and 52,667 shares underlying restricted stock units that are exercisable or vest within 60 days of March 13, 2026. The holdings arose from conversions tied to the December 17, 2025 business combination and earlier securities, including preferred stock, common stock and a convertible note.

The filing states the shares were acquired for investment purposes. The trust is subject to a lock-up on 50% of its Class A shares until June 15, 2026, and Mr. Leece is subject to a lock-up on all of his Class A shares until May 20, 2026.

Insights

Equity ownership and governance analyst

COO discloses a 9.05% stake with lock-up limits.

Andrew Leece, the COO of SharonAI Holdings Inc., reports beneficial ownership of 1,452,023 Class A shares, or 9.05% of the class, largely through Australian trusts and vested or near-vesting RSUs. This positions him as a significant shareholder with shared voting and dispositive power.

The filing clarifies that the shares came from conversions related to the Business Combination completed on December 17, 2025, plus a convertible note and RSU awards. It characterizes the holdings as for investment purposes, with no specific corporate control plans beyond what’s described.

Lock-up agreements restrict activity: the Alpha Juliett Trust cannot dispose of 50% of its Class A shares until June 15, 2026, and Leece cannot dispose of his Class A shares until May 20, 2026. These constraints limit near-term selling flexibility, and future filings may update ownership or lock-up expirations.

Key Figures

Beneficially owned Class A shares (Leece): 1,452,023 shares Ownership percentage (Leece): 9.05% Alpha Juliett Trust shares: 1,233,504 shares +5 more

8 metrics

Beneficially owned Class A shares (Leece) 1,452,023 shares Beneficial ownership; 9.05% of Class A Ordinary Common Stock

Ownership percentage (Leece) 9.05% Percent of Class A Ordinary Common Stock represented by 1,452,023 shares

Alpha Juliett Trust shares 1,233,504 shares Class A Ordinary Common Stock beneficially owned by Strat Capital Pty Ltd ATF Alpha Juliett Trust

Alpha Juliett ownership percentage 7.71% Percent of Class A Ordinary Common Stock represented by trust’s holdings

RSU-based Class A shares 52,667 shares Class A shares underlying RSUs exercisable or vesting within 60 days of March 13, 2026

Class A shares outstanding 15,998,830 shares Class A Ordinary Common Stock outstanding as of March 13, 2026

Total denominator for 9.05% calc 16,051,497 shares Outstanding Class A shares plus RSU shares used for Leece’s ownership percentage

Lock-up expiry (Leece) May 20, 2026 End date for lock-up on all of Andrew Leece’s Class A shares

Key Terms

beneficial ownership, restricted stock units, Business Combination, lock-up agreement, +1 more

5 terms

beneficial ownership financial

"Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest"

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.

restricted stock units financial

"52,667 shares of Class A Ordinary Common Stock underlying restricted stock units that are currently exercisable or will vest within 60 days"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Business Combination financial

"in connection with the business combination transaction by and among Roth CH Holdings, Inc. ... and SharonAI Inc. ("Business Combination")"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

lock-up agreement financial

"is subject to a lock-up agreement restricting its disposition of 50% of its shares of Class A Ordinary Common Stock until June 15, 2026"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SharonAI Holdings Inc.

(Name of Issuer)

Class A Ordinary Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Andrew Leece
c/o SharonAI Holdings Inc.,, 745 Fifth Avenue, Suite 500,
New York,, NY, 10151
(347) 212-5075

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Andrew Leece

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,452,023.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,452,023.00

11

Aggregate amount beneficially owned by each reporting person

1,452,023.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.05 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The number of shares reported in rows 8, 10, and 11 above consist of: (i) 165,852 shares of Class A Ordinary Common Stock directly held by Strat Capital Pty Ltd ATF AJ Digital Trust, (ii) 1,233,504 shares of Class A Ordinary Common Stock directly held by Strat Capital Pty Ltd ATF Alpha Juliett Trust, and (iii) 52,667 shares of Class A Ordinary Common Stock underlying restricted stock units that are currently exercisable or will vest within 60 days of March 30, 2026. Mr. Leece also beneficially owns 45,447 shares of Class B Super Common Stock that are directly held by Strat Cap No.1 Pty Ltd. (2) The percentage reported in row 13 above is calculated with a numerator of 1,452,023 shares beneficially owned by the reporting person and a denominator of 16,051,497 shares consisting of (i) 15,998,830 shares of Class A Ordinary Common Stock outstanding as of March 13, 2026, and (ii) 52,667 shares of Class A Ordinary Common Stock underlying restricted stock units that are currently exercisable or will vest within 60 days of March 13, 2026.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Strat Capital Pty Ltd ATF Alpha Juliett Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,233,504.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,233,504.00

11

Aggregate amount beneficially owned by each reporting person

1,233,504.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.71 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The percentage reported in row 13 above is calculated with a numerator of 1,233,504 shares beneficially owned by the reporting person and a denominator of 15,998,830 shares of Class A Ordinary Common Stock outstanding as of March 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Common Stock, par value $0.0001 per share
(b)	Name of Issuer: SharonAI Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: c/o SharonAI Holdings Inc.,, 745 Fifth Avenue, Suite 500,, New York,, NEW YORK , 10151.
Item 2.	Identity and Background
(a)	This Statement is being filed jointly on behalf of (i) Andrew Leece and (ii) Strat Capital Pty Ltd ATF Alpha Juliett Trust (the "Trust" and together with Mr. Leece, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
(b)	The business address of each of the Reporting Persons is c/o SharonAI Holdings, Inc., 745 Fifth Avenue, Suite 500, New York, NY 10151.
(c)	Andrew Leece is the Chief Operating Officer of the Issuer. Mr. Leece is the Director of the Trustee company of the Trust and is within the class of beneficiaries of the Trust.
(d)	No
(e)	No
(f)	Mr. Leece is a citizen of Australia. The trust is organized under the laws of Australia.
Item 3.	Source and Amount of Funds or Other Consideration
	The reported shares represent: (i) shares obtained upon the conversion of shares of SharonAI, Inc. Series B Preferred Stock in connection with the business combination transaction by and among Roth CH Holdings, Inc. (later renamed SharonAI Holdings Inc.), Roth CH Acquisition Co., Roth CH Merger Sub, Inc. and SharonAI Inc. ("Business Combination"), which closed on December 17, 2025, (ii) shares obtained upon the conversion of shares of SharonAI, Inc. Common Stock in connection with the Business Combination, (iii) shares obtained upon the conversion of a convertible promissory notes, and (iv) shares underlying unsettled RSU equity awards.
Item 4.	Purpose of Transaction
	The Class A Ordinary Common Stock owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Class A Ordinary Common Stock from time to time. However, the Class A Ordinary Common Stock are currently subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Items 11 and 13 on the cover pages for each Reporting Person.
(b)	See responses to Items 7, 8, 9 and 10 on the cover pages for each Reporting Person.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Strat Capital Pty Ltd ATF Alpha Juliett Trust is subject to a lock-up agreement restricting its disposition of 50% of its shares of Class A Ordinary Common Stock until June 15, 2026. Andrew Leece is subject to a lock-up agreement restricting his disposition of all of his shares of Class A Ordinary Common Stock until May 20, 2026.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement dated April 13, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Andrew Leece

Signature:	/s/ Andrew Leece
Name/Title:	Andrew Leece
Date:	04/13/2026

Strat Capital Pty Ltd ATF Alpha Juliett Trust

Signature:	/s/ Andrew Leece
Name/Title:	Andrew Leece, Director
Date:	04/13/2026

FAQ

What stake in SharonAI (SHAZ) does COO Andrew Leece report on Schedule 13D?

Andrew Leece reports beneficial ownership of 1,452,023 Class A Ordinary Common shares, equal to 9.05% of that class. This total includes shares held through Australian trusts and 52,667 shares underlying restricted stock units vesting or exercisable within 60 days of March 13, 2026.

How are Andrew Leece’s SharonAI (SHAZ) shares held and structured?

The 1,452,023 beneficially owned Class A shares consist of 1,233,504 shares held by Strat Capital Pty Ltd ATF Alpha Juliett Trust, 165,852 shares held by Strat Capital Pty Ltd ATF AJ Digital Trust, and 52,667 shares underlying RSUs that are currently exercisable or vest within 60 days of March 13, 2026.

What percentage of SharonAI (SHAZ) does the Alpha Juliett Trust own?

Strat Capital Pty Ltd ATF Alpha Juliett Trust beneficially owns 1,233,504 Class A shares, representing 7.71% of that class. This percentage is calculated using 15,998,830 Class A Ordinary Common shares outstanding as of March 30, 2026, as disclosed in the ownership calculation section.

How were the reported SharonAI (SHAZ) shares acquired by the reporting persons?

The reported shares were obtained through several conversions tied to the December 17, 2025 business combination involving SharonAI Inc. These include conversions of Series B Preferred Stock, common stock and a convertible promissory note, along with shares underlying unsettled restricted stock unit equity awards.

What lock-up restrictions apply to Andrew Leece and the Alpha Juliett Trust in SharonAI (SHAZ)?

The Alpha Juliett Trust is restricted from disposing of 50% of its Class A Ordinary Common shares until June 15, 2026. Separately, Andrew Leece is subject to a lock-up preventing disposition of all his Class A Ordinary Common shares until May 20, 2026, limiting short-term sales activity.

Does the Schedule 13D state any plans by the reporting persons to influence SharonAI (SHAZ)?

The filing states the Class A shares were acquired for investment purposes. The reporting persons may acquire additional Class A shares over time, but they report no specific plans or proposals relating to corporate actions beyond the lock-up arrangements and disclosures described in the ownership and purpose sections.