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Situational Awareness fund ups SharonAI (SHAZ) stake with 3.7M warrant exercise, 19.99% cap

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Situational Awareness LP–associated fund exercised 3,700,000 pre-funded warrants for Class A Ordinary Common Stock of SharonAI Holdings at an exercise price of $0.0001 per share. Following the exercise, the fund indirectly holds 5,396,127 Class A shares and 2,674,823 pre-funded warrants. Warrant exercises are limited so the reporting persons do not exceed 19.99% of outstanding Class A shares until stockholders approve the issuable shares.

Positive

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Negative

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Insider Situational Awareness LP
Role null
Type Security Shares Price Value
X Pre-funded Warrants 3,700,000 $0.00 --
X Class A Ordinary Common Stock 3,700,000 $0.0001 $370.00
Holdings After Transaction: Pre-funded Warrants — 2,674,823 shares (Indirect, See Note); Class A Ordinary Common Stock — 5,396,127 shares (Indirect, See Note)
Footnotes (1)
  1. The reporting persons are Situational Awareness LP ("SALP"), SAF AI GP LP ("GP"), Situational Awareness LLC ("SALLC"), Situational Awareness Partners LP ("Fund"), Leopold Aschenbrenner and Carl Shulman. SALP and GP are the investment adviser and general partner, respectively, of Fund. SALLC is the general partner of SALP. Mr. Aschenbrenner is the managing partner and control person of SALP and GP and the manager of SALLC. Mr. Shulman is the co-portfolio manager of Fund. Fund holds these securities directly for the benefit of its investors. SALP, GP, SALLC, Mr. Aschenbrenner and Mr. Shulman may be deemed to indirectly beneficially own the securities due to their relationships with Fund. The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The pre-funded warrants are exercisable at any time and have no expiration date. The reporting persons may not exercise any portion of the warrants to the extent that doing so would cause the reporting persons to own more than 19.99% of the Issuer's outstanding Class A Ordinary Common Stock. The 19.99% limitation will cease to apply following stockholder approval of the shares of Class A Ordinary Common Stock issuable upon exercise of the pre-funded warrants.
Warrants exercised 3,700,000 warrants Exercised into Class A shares on 2026-06-30
Exercise price $0.0001 per share Pre-funded warrant exercise price for Class A shares
Shares held after 5,396,127 shares Indirect Class A Ordinary Common Stock holdings after exercise
Warrants remaining 2,674,823 warrants Pre-funded warrants outstanding after the transaction
Ownership cap 19.99% Maximum Class A ownership allowed before further warrant exercises
pre-funded warrants financial
"The pre-funded warrants are exercisable at any time and have no expiration date."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficially own financial
"may be deemed to indirectly beneficially own the securities due to their relationships with Fund."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interests financial
"The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein."
outstanding Class A Ordinary Common Stock financial
"own more than 19.99% of the Issuer's outstanding Class A Ordinary Common Stock."
19.99% limitation financial
"The 19.99% limitation will cease to apply following stockholder approval"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Situational Awareness LP
(Last)(First)(Middle)
77 FEDERAL STREET
4TH FLOOR
(Street)
SAN FRANCISCO CALIFORNIA 94107
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
SharonAI Holdings Inc. [ SHAZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Ordinary Common Stock06/30/2026X3,700,000A$0.00015,396,127ISee Note(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-funded Warrants$0.000106/30/2026X3,700,000 (2) (2)Class A Ordinary Common Stock3,700,000$02,674,823ISee Note(1)
Explanation of Responses:
1. The reporting persons are Situational Awareness LP ("SALP"), SAF AI GP LP ("GP"), Situational Awareness LLC ("SALLC"), Situational Awareness Partners LP ("Fund"), Leopold Aschenbrenner and Carl Shulman. SALP and GP are the investment adviser and general partner, respectively, of Fund. SALLC is the general partner of SALP. Mr. Aschenbrenner is the managing partner and control person of SALP and GP and the manager of SALLC. Mr. Shulman is the co-portfolio manager of Fund. Fund holds these securities directly for the benefit of its investors. SALP, GP, SALLC, Mr. Aschenbrenner and Mr. Shulman may be deemed to indirectly beneficially own the securities due to their relationships with Fund. The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
2. The pre-funded warrants are exercisable at any time and have no expiration date. The reporting persons may not exercise any portion of the warrants to the extent that doing so would cause the reporting persons to own more than 19.99% of the Issuer's outstanding Class A Ordinary Common Stock. The 19.99% limitation will cease to apply following stockholder approval of the shares of Class A Ordinary Common Stock issuable upon exercise of the pre-funded warrants.
Remarks:
SALP is filing this Form 4 for itself and the other reporting persons. The reporting persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934.
/s/ Leopold Aschenbrenner, Managing Partner of Situational Awareness LP07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Situational Awareness LP report for SHAZ?

Situational Awareness LP–related entities reported exercising 3,700,000 pre-funded warrants for Class A Ordinary Common Stock. The exercise converted derivative rights into shares at a minimal price, increasing indirect share ownership while reducing warrant holdings for the fund.

How many SharonAI (SHAZ) shares are indirectly held after this Form 4?

After the transaction, the fund advised by Situational Awareness LP indirectly holds 5,396,127 Class A Ordinary Common Stock shares. These are held for the benefit of the fund’s investors, with related entities deemed indirect beneficial owners based on their advisory and control relationships.

What happened to the pre-funded warrants in the SHAZ Form 4 filing?

The fund exercised 3,700,000 pre-funded warrants, leaving 2,674,823 pre-funded warrants outstanding. Each warrant was exercisable into one Class A share at an exercise price of $0.0001, allowing inexpensive conversion from derivative securities into common equity exposure.

What is the exercise price of the SharonAI pre-funded warrants?

The pre-funded warrants were exercisable at an exercise price of $0.0001 per share of Class A Ordinary Common Stock. This extremely low price makes the warrants economically similar to already-funded shares, with a tiny additional payment needed at exercise time.

Is there an ownership limit on warrant exercises for SharonAI (SHAZ)?

Yes. The reporting persons may not exercise pre-funded warrants to the extent it would cause them to own more than 19.99% of outstanding Class A Ordinary Common Stock. This 19.99% limitation ends after stockholder approval of the warrant-share issuance.

Who is considered to beneficially own the SHAZ securities in this filing?

Fund entities hold the securities directly for their investors, while Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Leopold Aschenbrenner, and Carl Shulman may be deemed indirect beneficial owners. They disclaim beneficial ownership except for their respective pecuniary interests.