SharonAI holder reports 21.1% Class A stake
Rhea-AI Filing Summary
SharonAI Holdings Inc. (SHAZ) has a large shareholder group led by Situational Awareness LP and related entities reporting beneficial ownership of 8,070,950 shares of Class A Ordinary Common Stock, representing 21.1% of that class, based on 38,341,987 shares outstanding.
The filing reflects full exercise of a Prefunded Warrant for 6,374,823 shares at $0.0001 per share, including 3,700,000 shares exercised on June 30, 2026 and the remaining 2,674,823 shares on September 15, 2026, after which the warrant terminated. In total, the Fund used $523,883,130.66 of working capital to purchase SharonAI’s Class A shares.
The investors state they acquired the stake for investment purposes and not with the current purpose or effect of changing or influencing control, though they may buy or sell additional shares, use derivatives, or communicate with management and other shareholders. A Registration Rights Agreement requires SharonAI to register the resale of the Fund’s shares, with potential liquidated damages of 1.0% per month of the subscription amount for certain registration failures, capped at 5.0%.
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Key Figures
Beneficial ownership: 8,070,950 shares
Ownership percentage: 21.1%
Shares outstanding baseline: 38,341,987 shares
+5 more
8 metrics
Beneficial ownership
8,070,950 shares
Class A Ordinary Common Stock beneficially owned by each reporting person
Ownership percentage
21.1%
Percent of Class A Ordinary Common Stock represented by 8,070,950 shares
Shares outstanding baseline
38,341,987 shares
Class A Ordinary Common Stock outstanding including warrant exercises used for ownership calculation
Investment amount
$523,883,130.66
Working capital used by the Fund to purchase SharonAI Class A shares
Prefunded Warrant size
6,374,823 shares
Total shares of Class A Ordinary Common Stock subject to the Prefunded Warrant
Prefunded Warrant exercise price
$0.0001 per share
Exercise price for each share under the Prefunded Warrant
Liquidated damages rate
1.0% per month, capped at 5.0%
Cash liquidated damages on aggregate subscription amount for certain registration failures
Registration filing deadline
45 calendar days
Period after June 17, 2026 Registration Rights Agreement to file resale registration statement
Key Terms
Schedule 13D, beneficial ownership, Prefunded Warrant, Registration Rights Agreement, +1 more
5 terms
Schedule 13D regulatory
"The reporting persons are filing this statement jointly, but not as members of a group"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficial ownership financial
"Aggregate percentage of the Class A Ordinary Common Stock beneficially owned by the reporting persons"
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.
Prefunded Warrant financial
"the Fund acquired a prefunded warrant (the "Prefunded Warrant") to purchase 6,374,823 shares"
A prefunded warrant is a type of option to buy a share where the buyer has already paid nearly the full purchase price up front, leaving only a tiny additional sum to convert the warrant into a stock. Think of it like a nearly paid gift card that lets you claim a product by paying a token amount; for investors it speeds access to shares while helping manage ownership limits and can affect future dilution, voting power and liquidity when converted.
Registration Rights Agreement regulatory
"the Fund entered into a Registration Rights Agreement with the Issuer"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
liquidated damages financial
"the Issuer is required to pay to the Fund, as partial liquidated damages, an amount in cash equal to 1.0%"
A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of SharonAI Holdings Inc. (SHAZ) do the reporting persons now own?
The reporting persons beneficially own 8,070,950 shares of SharonAI Class A Ordinary Common Stock, representing 21.1% of that class, based on 38,341,987 shares outstanding including shares issued upon exercise of prefunded warrants.
What did the Situational Awareness Fund pay for its SharonAI (SHAZ) investment?
The Fund used its working capital to purchase SharonAI Class A Ordinary Common Stock, with total funds used of $523,883,130.66, according to the disclosure in the Schedule 13D/A.
What are the key terms of the prefunded warrant held in SHAZ?
The Fund acquired a Prefunded Warrant to purchase 6,374,823 shares of SharonAI Class A stock at an exercise price of $0.0001 per share. It was immediately exercisable, had no expiration date, and was fully exercised by September 15, 2026, after which it terminated.
When did the large prefunded warrant in SharonAI (SHAZ) get exercised?
The Fund partially exercised the Prefunded Warrant on June 30, 2026 for 3,700,000 shares and exercised the remaining 2,674,823 shares on September 15, 2026. Following these transactions, the Prefunded Warrant terminated.
What registration rights do the SharonAI (SHAZ) investors have?
Under a Registration Rights Agreement dated June 17, 2026, SharonAI agreed to file and seek effectiveness of a resale registration statement for the Fund’s shares. Failure triggers 1.0% monthly liquidated damages on the subscription amount, capped at 5.0%.
Are the SharonAI (SHAZ) investors seeking to control the company?
The reporting persons state they exceeded 20% ownership and are filing under Rule 13d-1(f), but they disclose they have not acquired SharonAI securities with the purpose or effect of changing or influencing control, and currently have no specific plans under the standard Item 4 categories.
What flexibility do the reporting persons retain regarding their SHAZ position?
They state they may purchase additional shares, sell shares, enter into or unwind hedging or derivative transactions, or pledge shares. They may also communicate with management, the board, other shareholders and industry participants about SharonAI.
AI-generated analysis. How Rhea-AI works. Not financial advice.
