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Oaktree Capital Management LP reports beneficial ownership of SharonAI Holdings Inc. Class A Ordinary Common Stock. Oaktree has sole voting and dispositive power over 857,053 shares, representing 4.99% of the class. This includes 289,546 outstanding shares and 567,507 shares issuable upon conversion of $375.0 million of 6% Convertible Senior Notes due 2031, subject to a 4.99% conversion blocker that caps reportable beneficial ownership. The ownership is spread across several Oaktree-managed funds and accounts, and Oaktree disclaims admission of beneficial ownership for Section 13(d) or 13(g) purposes.
Key Figures
Beneficially owned shares:857,053 sharesPercent of class:4.99%Outstanding shares baseline:16,607,910 shares+3 more
6 metrics
Beneficially owned shares857,053 sharesShares over which Oaktree has sole voting and dispositive power
Percent of class4.99%Portion of SharonAI Class A Common Stock beneficially owned by Oaktree
Outstanding shares baseline16,607,910 sharesSharonAI Common Stock outstanding as of May 13, 2026
Convertible notes principal$375.0 million6% Convertible Senior Notes due 2031 held by Oaktree
Shares from notes under blocker567,507 sharesShares of Common Stock issuable upon conversion of notes included in 4.99% stake
Full conversion shares9,328,125 sharesShares notes would convert into absent the 4.99% conversion blocker
Key Terms
beneficial ownership, Convertible Senior Notes, conversion blocker, sole dispositive power
4 terms
beneficial ownershipfinancial
"The filing of this Statement shall not be deemed an admission of beneficial ownership"
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.
Convertible Senior Notesfinancial
"shares of Common Stock issuable upon conversion of $375.0 million of 6% Convertible Senior Notes due in 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
conversion blockerfinancial
"convertible into 9,328,125 shares of Common Stock in the absence of a conversion blocker"
sole dispositive powerfinancial
"Sole Dispositive Power 857,053.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of SharonAI Holdings Inc. (SHAZ) does Oaktree Capital Management currently own?
Oaktree reports beneficial ownership of 857,053 shares of SharonAI Class A Common Stock, representing 4.99% of the outstanding class, with sole voting and dispositive power over all reported shares.
What portion of Oaktree’s SHAZ position is from convertible notes?
Oaktree’s position includes 567,507 shares of SharonAI Common Stock issuable upon conversion of $375.0 million of 6% Convertible Senior Notes due 2031, in addition to 289,546 already outstanding shares.
What share count did Oaktree use to calculate its 4.99% stake in SHAZ?
The 4.99% stake is based on 16,607,910 SharonAI Common shares outstanding as of May 13, 2026, increased by 567,507 shares issuable upon conversion of the notes held by Oaktree.
How does the conversion blocker affect Oaktree’s SHAZ convertible notes?
The notes would be convertible into 9,328,125 shares of SharonAI Common Stock, but a 4.99% conversion blocker limits Oaktree’s reportable beneficial ownership to that threshold at any time.
Which Oaktree funds hold the reported SharonAI (SHAZ) securities?
The reported securities are directly held by multiple Oaktree-managed vehicles, including Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), and several other named funds and LLCs.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SharonAI Holdings Inc.
(Name of Issuer)
Class A Ordinary Common Stock, par value $0.0001
(Title of Class of Securities)
778920306
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
778920306
1
Names of Reporting Persons
Oaktree Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
857,053.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
857,053.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
857,053.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent (i) 289,546 shares of Class A Ordinary Common Stock ("Common Stock") and (ii) 567,507 shares of Common Stock issuable upon conversion of Notes (as defined below).
The reported percentage is calculated based on 16,607,910 shares of Common Stock outstanding as of May 13, 2026, as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 15, 2026, as increased by 567,507 shares of Common Stock issuable upon conversion of Notes.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SharonAI Holdings Inc.
(b)
Address of issuer's principal executive offices:
745 5th Ave, Suite 500, New York, NY 10151
Item 2.
(a)
Name of person filing:
This Statement is filed by Oaktree Capital Management LP, referred to herein as the "Reporting Person."
(b)
Address or principal business office or, if none, residence:
333 S. Grand Ave., 28th Floor, Los Angeles, CA 90071
(c)
Citizenship:
See response to row 4 on the cover page hereto.
(d)
Title of class of securities:
Class A Ordinary Common Stock, par value $0.0001
(e)
CUSIP No.:
778920306
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to row 9 on the cover page hereto.
The reported securities represent (i) 289,546 shares of Common Stock and (ii) 567,507 shares of Common Stock issuable upon conversion of $375.0 million of 6% Convertible Senior Notes due in 2031 ("Notes") (which, as of June 30, 2026, would be convertible into 9,328,125 shares of Common Stock in the absence of a conversion blocker that limits the holder's beneficial ownership to 4.99%).
The reported securities are directly held by the following funds and accounts, each managed by the Reporting Person: (i) Oaktree Value Opportunities Fund, L.P.; (ii) Oaktree London Liquid Value Opportunities Fund (VOF), L.P.; (iii) Boston Patriot Arlington St LLC; (iv) OPIF SHAZ Holdings, L.P.; (v) RPVOF SHAZ CTB, LLC; (vi) Oaktree-Copley Investments, LLC; and (vii) Oaktree Value Opportunities Fund AIF (Delaware), L.P.
The filing of this Statement shall not be deemed an admission of beneficial ownership by the Reporting Person for purposes of Section 13(d) or 13(g) or for any other purpose.
(b)
Percent of class:
See response to row 11 on the cover page hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to row 5 on the cover page hereto.
(ii) Shared power to vote or to direct the vote:
See response to row 6 on the cover page hereto.
(iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on the cover page hereto.
(iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on the cover page hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
