SharonAI Holdings (SHAZ) investor reports 7.56M-share, 19.9% passive stake

Rhea-AI Filing Summary

Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Situational Awareness Partners LP, Leopold Aschenbrenner, and Carl Shulman report beneficial ownership of 7,563,029 shares of SharonAI Holdings Inc. Class A Ordinary Common Stock, representing 19.9% of the class.

The position consists of 5,396,127 Class A shares and warrants to purchase 2,674,823 additional shares, subject to a 19.99% beneficial ownership limitation. The percentage is based on 35,667,164 Class A shares outstanding as of July 30, 2026. The stake is held on behalf of Situational Awareness Partners LP, and the reporting persons state the securities were not acquired to change or influence control of SharonAI Holdings.

Key Figures

Shares beneficially owned: 7,563,029 shares Ownership percentage: 19.9% Underlying common shares: 5,396,127 shares +3 more

6 metrics

Shares beneficially owned 7,563,029 shares Class A Ordinary Common Stock beneficially owned by each reporting person

Ownership percentage 19.9% Percent of Class A Ordinary Common Stock held by each reporting person

Underlying common shares 5,396,127 shares Class A Ordinary Common Stock directly held

Warrant shares 2,674,823 shares Shares of Class A Ordinary Common Stock underlying warrants

Shares outstanding 35,667,164 shares Class A Ordinary Common Stock outstanding as of July 30, 2026

Beneficial ownership cap 19.99% Beneficial ownership limitation applicable to the warrants

Key Terms

Schedule 13G, beneficial ownership limitation, shared voting power, shared dispositive power, +1 more

5 terms

Schedule 13G regulatory

"EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficial ownership limitation regulatory

"warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

shared voting power financial

"6 | Shared Voting Power 7,563,029.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"8 | Shared Dispositive Power 7,563,029.00"

pecuniary interest financial

"Each reporting person disclaims beneficial ownership of Class A Ordinary Common Stock except to the extent of that person's pecuniary interest therein."

FAQ

How much of SharonAI Holdings (SHAZ) does Situational Awareness report owning?

Situational Awareness and related reporting persons report 7,563,029 SharonAI Holdings Class A shares, representing 19.9% of the class. This figure includes both currently held shares and shares underlying warrants, based on 35,667,164 shares outstanding as of July 30, 2026.

What makes up the 7,563,029 shares reported in the SharonAI (SHAZ) Schedule 13G/A?

The reported position comprises 5,396,127 Class A Ordinary Common shares plus warrants to purchase 2,674,823 additional Class A shares. All are subject to a 19.99% beneficial ownership limitation that caps how many shares can be treated as beneficially owned.

Who are the reporting persons in the SharonAI (SHAZ) Schedule 13G/A amendment?

Reporting persons are Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Situational Awareness Partners LP, Leopold Aschenbrenner, and Carl Shulman. They report the same 7,563,029 shares and each disclaims beneficial ownership beyond their pecuniary interest in the securities.

Is the SharonAI (SHAZ) 19.9% position intended to influence control of the company?

The reporting persons certify the securities “were not acquired and are not held” for changing or influencing control of SharonAI Holdings. They file on a Schedule 13G basis, which is used for passive stakes, and reference a 19.99% ownership cap.

What is the beneficial ownership limitation on the SharonAI (SHAZ) warrants?

The warrants held by the reporting persons are subject to a 19.99% beneficial ownership limitation. This cap limits the number of shares that can be exercised or counted as beneficially owned so that total beneficial ownership does not exceed 19.99% of Class A shares.

How is the 19.9% SharonAI (SHAZ) ownership percentage calculated?

The 19.9% figure is calculated using 35,667,164 Class A Ordinary Common shares outstanding as of July 30, 2026, as reported in a Form S-1. The 7,563,029 beneficially owned shares are divided by this outstanding share count to derive the percentage.

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:07 PM Learn about SEC filing dates

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

(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

Situational Awareness 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 0.00
6	Shared Voting Power 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

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)

19.9 %

12

Type of Reporting Person (See Instructions)

PN, IN

Comment for Type of Reporting Person: The shares of the Class A Ordinary Common Stock reported herein consists of 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 778920306

1

Names of Reporting Persons

SAF AI GP 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 0.00
6	Shared Voting Power 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

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)

19.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The shares of the Class A Ordinary Common Stock reported herein consists of 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 778920306

1

Names of Reporting Persons

Situational Awareness LLC

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 0.00
6	Shared Voting Power 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

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)

19.9 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: The shares of the Class A Ordinary Common Stock reported herein consists of 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 778920306

1

Names of Reporting Persons

Situational Awareness Partners 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 0.00
6	Shared Voting Power 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

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)

19.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The shares of the Class A Ordinary Common Stock reported herein consists of 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 778920306

1

Names of Reporting Persons

Leopold Aschenbrenner

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

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)

19.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The shares of the Class A Ordinary Common Stock reported herein consists of 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 778920306

1

Names of Reporting Persons

Carl Shulman

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

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)

19.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares of the Class A Ordinary Common Stock reported herein consists of 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

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: Situational Awareness LP, a Delaware limited partnership ("Adviser") SAF AI GP LP, a Delaware limited partnership ("General Partner") Situational Awareness LLC, a Delaware limited liability company ("SA LLC") Situational Awareness Partners LP, a Delaware limited partnership ("Fund") Leopold Aschenbrenner Carl Shulman Adviser is the investment adviser to the Fund. General Partner is the general partner of the Fund. SA LLC is the general partner of Adviser. Mr. Aschenbrenner is the managing partner and control person of Adviser and General Partner and the manager of SA LLC. Mr. Shulman is the co-portfolio manager of the Fund. The reporting persons are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Class A Ordinary Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Class A Ordinary Common Stock covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: 77 Federal Street, Floor 4, San Francisco, CA 94107
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Class A Ordinary Common Stock
(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: Adviser: 7,563,029 General Partner: 7,563,029 SA LLC: 7,563,029 Fund: 7,563,029 Leopold Aschenbrenner: 7,563,029 Carl Shulman: 7,563,029
(b)	Percent of class: Adviser: 19.9% General Partner: 19.9% SA LLC: 19.9% Fund: 19.9% Leopold Aschenbrenner: 19.9% Carl Shulman: 19.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Adviser: 0 General Partner: 0 SA LLC: 0 Fund: 0 Leopold Aschenbrenner: 0 Carl Shulman: 0
	(ii) Shared power to vote or to direct the vote: Adviser: 7,563,029 General Partner: 7,563,029 SA LLC: 7,563,029 Fund: 7,563,029 Leopold Aschenbrenner: 7,563,029 Carl Shulman: 7,563,029
	(iii) Sole power to dispose or to direct the disposition of: Adviser: 0 General Partner: 0 SA LLC: 0 Fund: 0 Leopold Aschenbrenner: 0 Carl Shulman: 0
	(iv) Shared power to dispose or to direct the disposition of: Adviser: 7,563,029 General Partner: 7,563,029 SA LLC: 7,563,029 Fund: 7,563,029 Leopold Aschenbrenner: 7,563,029 Carl Shulman: 7,563,029
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Ordinary Common Stock.
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. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Situational Awareness LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Leopold Aschenbrenner, Managing Partner
Date:	08/12/2026

SAF AI GP LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Leopold Aschenbrenner, Managing Partner
Date:	08/12/2026

Situational Awareness LLC

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Leopold Aschenbrenner, Manager
Date:	08/12/2026

Situational Awareness Partners LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Managing Partner of SAF AI GP LP, general partner of Situational Awareness Partners LP
Date:	08/12/2026

Leopold Aschenbrenner

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Reporting person
Date:	08/12/2026

Carl Shulman

Signature:	/s/ Carl Shulman
Name/Title:	Reporting person
Date:	08/12/2026

Exhibit Information

EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR SCHEDULE 13G