[SCHEDULE 13D] SharonAI Holdings Inc. Major Shareholder Acquisition (>5%)

Rhea-AI Filing Summary

James Manning, CEO of SharonAI Holdings Inc., has filed a Schedule 13D reporting beneficial ownership of 1,442,696 shares of Class A Ordinary Common Stock, or 8.95% of the class. This includes 984,959 shares held through Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust and 121,988 shares underlying restricted stock units that are currently exercisable or will vest within 60 days of March 13, 2026. Manning also beneficially owns 45,447 shares of Class B Super Common Stock through MG No.1 Pty Ltd. The shares were largely acquired via conversions in a business combination and related equity transactions, and are held for investment purposes. Both Manning and the Trust are subject to lock-up agreements restricting sales of their Class A shares until dates in March, May and June 2026.

Key Figures

CEO beneficial ownership: 1,442,696 Class A shares Ownership percentage: 8.95% Trust holdings: 984,959 Class A shares +5 more

8 metrics

CEO beneficial ownership 1,442,696 Class A shares Beneficially owned by James Manning, including RSUs and entities

Ownership percentage 8.95% Percent of Class A Ordinary Common Stock beneficially owned by James Manning

Trust holdings 984,959 Class A shares Beneficially owned by Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust

Trust ownership percentage 6.16% Percent of Class A Ordinary Common Stock held by the Trust

RSUs included in CEO stake 121,988 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

Consulting remuneration AUD$334,500 (~$211,000) Annual fee to Manning Group Pty Ltd ATF MG Office Trust under consulting agreement

Payments to Flynt ICS Pty Ltd $167,638 Storage services expense paid in 2024 to a company partially owned by James Manning

Key Terms

beneficial ownership, restricted stock units, lock-up agreement, business combination, +1 more

5 terms

beneficial ownership financial

"The percentage reported in row 13 above is calculated with a numerator of 1,442,696 shares beneficially owned by the reporting person"

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

"121,988 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.

lock-up agreement financial

"Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust is subject to a lock-up agreement restricting its disposition of all of its shares"

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.

business combination financial

"in connection with the business combination transaction by and among Roth CH Holdings, Inc. ... and SharonAI Inc. ("Business Combination"), which closed on December 17, 2025"

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.

independent contractor agreement-corporate financial

"have entered into an independent contractor agreement-corporate with Mr. Manning and Manning Group Pty Ltd ATF MG Office Trust"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/30/2026 - 05:43 PM Learn about SEC filing dates

FAQ

What ownership stake in SharonAI Holdings (SHAZ) does James Manning report?

James Manning reports beneficial ownership of 1,442,696 Class A shares of SharonAI Holdings, representing 8.95% of that share class. This total includes shares held through affiliated entities and restricted stock units that are exercisable or vesting within 60 days of March 13, 2026.

How many SharonAI (SHAZ) shares are held by Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust?

Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust reports beneficial ownership of 984,959 Class A Ordinary Common Stock shares, representing 6.16% of that class. This percentage is calculated against 15,998,830 Class A shares outstanding as of March 13, 2026.

How is the 8.95% beneficial ownership in SharonAI (SHAZ) calculated?

The 8.95% figure uses a numerator of 1,442,696 Class A shares beneficially owned and a denominator of 16,120,818 shares. The denominator comprises 15,998,830 Class A shares outstanding plus 121,988 Class A shares underlying restricted stock units vesting within 60 days of March 13, 2026.

What lock-up restrictions apply to James Manning and his trust regarding SharonAI (SHAZ) shares?

Manning Capital Holdings’ Class A shares are locked up in full until March 17, 2026, and then 50% remain restricted until June 15, 2026. James Manning’s own Class A shares are subject to a lock-up preventing any disposition until May 20, 2026, limiting near-term share sales.

What additional SharonAI-related compensation does James Manning receive under the consulting arrangement?

Under an independent contractor agreement, a Manning-affiliated entity receives annual remuneration of AUD$334,500, about $211,000 at a stated conversion rate, for services such as commercial opportunity development and data center advisory. This is separate from his equity holdings and executive role at SharonAI Holdings.

How did James Manning acquire much of his SharonAI (SHAZ) equity stake?

Manning’s reported shares largely came from conversions tied to SharonAI Inc., including Series B Preferred and common stock in a business combination, conversion of a convertible promissory note, and unsettled RSU awards. Additional SAI common shares were issued to him in prior acquisitions of related entities.

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)

James Manning
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

James Edward Manning

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 1,442,696.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,442,696.00

11

Aggregate amount beneficially owned by each reporting person

1,442,696.00

12

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

13

Percent of class represented by amount in Row (11)

8.95 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The reported number of shares reported on Columns 8, 10, and 11 above consist of: (i) 2,536 shares of Class A Ordinary Common Stock directly held by Defender Capital Pty Ltd, (ii) 333,213 shares of Class A Ordinary Common Stock directly held by MCH Equities Pty Ltd ATF MCH Equities Fund, (iii) 984,959 shares of Class A Ordinary Common Stock directly held by Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust, and (iv) 121,988 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. Mr. Manning also beneficially owns 45,447 shares of Class B Super Common Stock that are directly held by MG No.1 Pty Ltd. (2) The percentage reported in row 13 above is calculated with a numerator of 1,442,696 shares beneficially owned by the reporting person and a denominator of 16,120,818 shares consisting of (i) 15,998,830 shares of Class A Ordinary Common Stock outstanding as of March 13, 2026, and (ii) 121,988 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

Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit 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 984,959.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 984,959.00

11

Aggregate amount beneficially owned by each reporting person

984,959.00

12

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

13

Percent of class represented by amount in Row (11)

6.16 %

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 984,959 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 13, 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) James Manning and (ii) Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust (the "Trust" and together with Mr. Manning, 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)	James Manning is the Chief Executive Officer and a director of the Issuer. Mr. Manning's spouse is the sole director of Manning Family Holdings Pty Ltd, the trustee and sole shareholder of the Trust and Mr. Manning is within the class of beneficiaries of the Trust.
(d)	No
(e)	No
(f)	Mr. Manning 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
	The Issuer's subsidiaries, SharonAI Inc. ("SAI") and SharonAI Pty Ltd ("SAIPL"), have entered into an independent contractor agreement-corporate with Mr. Manning and Manning Group Pty Ltd ATF MG Office Trust ("Manning Consulting Agreement"). Pursuant to the Manning Consultant Agreement, Mr. Manning, the Issuer's Chief Executive Officer and director and greater than 10% stockholder, as the key person, provides certain services to the Issuer and its subsidiaries relating to commercial opportunity development, discovery of future data center sites, future data center acquisition and construction advisory, transaction advisory services and key relationship introduction and development. In consideration for these services, Manning Group Pty Ltd ATF MG Office Trust is entitled to receive an annual remuneration of AUD$334,500 (approximately $211,000 based on a conversion rate of $1.00AUD to $0.63USD), exclusive of Australian goods and services taxes. The Manning Consulting Agreement has an ongoing term that can be terminated by either side upon three (3) months' notice. Mr. Manning was a shareholder of Alternative Asset Management Pty Ltd/ SAIPL prior to SAI's acquisition of all of the shares of SAIPL on April 29, 2024. In consideration for his shares of SAIPL, Mr. Manning was issued 70,000 shares of SAI common stock at a fair value of $70,000. Mr. Manning was a unitholder of Digital Income Fund Pty Ltd ("DIF") prior to SAIPL acquiring the assets of DIF on April 29, 2024. In consideration for the assets of DIF, DIF was issued 55,000 shares of SAI common stock, 17,600 shares of which were transferred to Mr. Manning upon DIF's liquidation. The 17,600 shares were issued at a fair value of $390,016. Mr. Manning was a shareholder of Distributed Storage Solutions Limited ACN 646 979 222 ("DSS") prior to SAI's acquisition of DSS in June of 2024. In consideration for his shares of DSS, Mr. Manning was issued 49,215 shares of SAI common stock at a fair value of $1,919,366. During 2024, the Issuer and its subsidiaries (or their predecessors) paid storage services expense to Flynt ICS Pty Ltd ("Flynt"). Flynt is partially owned by Mr. Manning. For the year ended December 31, 2024, the Issuer and its subsidiaries (or their predecessors)paid Flynt $167,638 in services expenses. Between January 2024, and May 2024, SAI received approximately $419,590 in outstanding loans from various entities affiliated with members of SAI's management and board of directors, including: (a) Woodville Super Pty Ltd, an affiliate of James Manning, Director; and (b) Manning Capital Holdings Pty Ltd, an affiliate of James Manning, Director. These debts were converted into equity of SharonAI as part of a private placement conducted by SharonAI at the same price that stock was sold to other investors in the offering. On December 17, 2025, all of the outstanding securities of SAI, including Mr. Manning's shares of SAI common stock, were exchanged for securities of the Issuer as part of a business combination transaction in which SAI became a wholly-owned subsidiary of the Issuer. Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust is subject to a lock-up agreement restricting its disposition of all of its shares of Class A Ordinary Common Stock until March 17, 2026, and then 50% of its shares of Class A Ordinary Common Stock until June 15, 2026. James Manning 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 March 28, 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.

James Edward Manning

Signature:	/s/ James Manning
Name/Title:	James Manning
Date:	03/30/2026

Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust

Signature:	/s/ Louise Manning
Name/Title:	Louise Manning, Director
Date:	03/30/2026