STOCK TITAN

SharonAI insider exercises 2.7M warrants at $0.0001

A ten percent owner group exercised 2.67 million pre-funded warrants into Class A shares, ending that warrant position and bringing indirect holdings to about 8.07 million shares.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SharonAI Holdings Inc. (SHAZ) reported that Situational Awareness LP and related reporting persons, through Situational Awareness Partners LP, exercised 2,674,823 pre-funded warrants into 2,674,823 shares of Class A Ordinary Common Stock on September 15, 2026 at an exercise price of $0.0001 per share.

Following this in-the-money derivative exercise, the pre-funded warrant position reported for these securities was reduced to zero, and the reporting persons now indirectly hold 8,070,950 Class A shares for the benefit of Fund investors, with beneficial ownership disclaimed beyond their respective pecuniary interests. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Situational Awareness LP
Role 10% Owner
Type Security Shares Price Value
In-the-Money Exercise Pre-Funded Warrants F2, F1 2,674,823 $0.00 $0.00
In-the-Money Exercise Class A Ordinary Common Stock F1 2,674,823 $0.0001 $267.48
Holdings After Transaction: Pre-Funded Warrants — 0 contracts (Indirect, See Note); Class A Ordinary Common Stock — 8,070,950 shares (Indirect, See Note)
Footnotes (2)
  1. F1. 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 relationship with Fund. The reporting persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
  2. F2. The pre-funded warrants are exercisable at any time and have no expiration date.
Pre-funded warrants exercised 2,674,823 warrants Exercised into Class A Ordinary Common Stock on September 15, 2026
Shares acquired upon exercise 2,674,823 shares Class A Ordinary Common Stock received from warrant exercise
Exercise price per share $0.0001 per share Exercise of pre-funded warrants into Class A Ordinary Common Stock
Shares held after transaction 8,070,950 shares Indirect Class A Ordinary Common Stock holdings after September 15, 2026 transactions
Pre-funded warrants remaining 0 warrants Pre-funded warrants position following the reported exercise
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.
indirectly beneficially own regulatory
"may be deemed to indirectly beneficially own the securities due to their relationship"
pecuniary interests financial
"disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests"
ten percent owner regulatory
"Situational Awareness LP is indicated as a ten percent owner of the issuer"
Rule 13d-5(b) regulatory
"each expressly disclaims membership in a group within the meaning of Rule 13d-5(b)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did SHAZ report for Situational Awareness LP?

Situational Awareness LP and related reporting persons reported exercising 2,674,823 pre-funded warrants into 2,674,823 Class A Ordinary Common shares of SharonAI Holdings Inc. on September 15, 2026, at an exercise price of $0.0001 per share.

How many SharonAI (SHAZ) shares do the reporting persons hold after this Form 4?

After the reported transactions, the reporting persons indirectly hold 8,070,950 shares of SharonAI Class A Ordinary Common Stock, held by Situational Awareness Partners LP for the benefit of its investors, with beneficial ownership disclaimed except for pecuniary interests.

What happened to the SHAZ pre-funded warrants held by the reporting persons?

The reporting persons exercised 2,674,823 pre-funded warrants into Class A Ordinary Common Stock, reducing the reported pre-funded warrant balance for these securities to zero. The warrants are described as exercisable at any time and having no expiration date.

Did the SHAZ insider transactions occur under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with these transactions, and the document-level 10b5-1 checkbox is not marked as affirming a plan.

What is the exercise price of the SHAZ pre-funded warrants in this Form 4?

The pre-funded warrants were exercised at an exercise price of $0.0001 per share, leading to the acquisition of 2,674,823 shares of Class A Ordinary Common Stock on September 15, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
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)
09/15/2026
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 Stock09/15/2026X2,674,823A$0.00018,070,950ISee 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$0.000109/15/2026X2,674,823 (2) (2)Class A Ordinary Common Stock2,674,823$00ISee 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 relationship 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.
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 LP09/17/2026
** 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)

Keep reading