Situational Awareness-related reporting persons jointly disclose beneficial ownership of 5,404,540 shares of Class A Ordinary Common Stock of SharonAI Holdings Inc., representing 19.9% of the class. The position comprises 1,696,127 Class A shares and warrants to purchase 6,374,823 shares, subject to a 19.99% beneficial ownership limitation. The percentage is calculated using 16,607,910 shares outstanding as of May 13, 2026 and 6,719,896 shares issued in a private placement on June 22, 2026.
The filing states shared voting and dispositive power of 5,404,540 for Adviser, General Partner, SA LLC, the Fund, Leopold Aschenbrenner and Carl Shulman. Each reporting person disclaims membership in a group and disclaims beneficial ownership except to the extent of pecuniary interest.
Positive
None.
Negative
None.
Insights
Major holder reports a near-20% position via shares and warrants.
The reporting group discloses 5,404,540 shares equal to 19.9% of Class A stock, combining direct shares and warrants with a stated 19.99% beneficial ownership cap. The filing ties the percentage to 16,607,910 shares outstanding as of May 13, 2026 and a private placement of 6,719,896 shares on June 22, 2026.
Cashflow treatment and intent are not described in the excerpt; future filings or amendments would show any changes in voting arrangements or conversions. Holder decisions on warrant exercise will determine actual share count in circulation.
Key Figures
Reported shares beneficially owned:5,404,540 sharesPercent of class:19.9%Shares outstanding anchor:16,607,910 shares+3 more
6 metrics
Reported shares beneficially owned5,404,540 sharesshared voting/dispositive power across reporting persons
Percent of class19.9%calculated percentage of Class A Ordinary Common Stock
Shares outstanding anchor16,607,910 sharesoutstanding as of May 13, 2026
Private placement amount6,719,896 sharesissued in private placement on June 22, 2026
Direct shares reported1,696,127 sharesClass A Ordinary Common Stock component of reported position
Warrants reported6,374,823 warrantswarrants to purchase Class A Ordinary Common Stock (component of position)
"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 dispositive powerregulatory
"Shared Dispositive Power 5,404,540.00"
Schedule 13Gregulatory
"The reporting persons are filing this jointly but not as members of a group"
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.
What stake do Situational Awareness entities hold in SharonAI (SHAZ)?
They report beneficial ownership of 5,404,540 shares, equal to 19.9% of Class A Ordinary Common Stock, combining shares and warrants and subject to a 19.99% ownership limitation.
How is the 19.9% ownership percentage calculated?
The percentage uses 16,607,910 shares outstanding as of May 13, 2026 plus 6,719,896 shares issued in a private placement on June 22, 2026, as stated in the filing's explanatory comment.
What instruments make up the reported position?
The position consists of 1,696,127 Class A ordinary shares and warrants to purchase 6,374,823 shares, with the aggregate subject to a 19.99% beneficial ownership limitation.
Which reporting persons are listed on the filing?
The filing lists Adviser (Situational Awareness LP), SAF AI GP LP (General Partner), Situational Awareness LLC, Situational Awareness Partners (Fund), Leopold Aschenbrenner, and Carl Shulman as reporting persons.
Do the reporting persons claim sole voting or dispositive power?
No. Each reporting person discloses 0 sole voting and dispositive power and reports 5,404,540 in shared voting and shared dispositive power over the securities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SharonAI Holdings Inc.
(Name of Issuer)
Class A Ordinary Common Stock
(Title of Class of Securities)
778920306
(CUSIP Number)
06/22/2026
(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
5,404,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,404,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,404,540.00
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 1,696,127 shares of Class A Ordinary Common Stock and warrants to purchase 6,374,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on (a) 16,607,910 shares of Class A Ordinary Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026 and (b) 6,719,896 shares of Class A Ordinary Common Stock issued by the Issuer in a private placement on June 22, 2026, as reported in the Form 8-K filed by the Issuer on June 17, 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
5,404,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,404,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,404,540.00
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 1,696,127 shares of Class A Ordinary Common Stock and warrants to purchase 6,374,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on (a) 16,607,910 shares of Class A Ordinary Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026 and (b) 6,719,896 shares of Class A Ordinary Common Stock issued by the Issuer in a private placement on June 22, 2026, as reported in the Form 8-K filed by the Issuer on June 17, 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
5,404,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,404,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,404,540.00
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 1,696,127 shares of Class A Ordinary Common Stock and warrants to purchase 6,374,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on (a) 16,607,910 shares of Class A Ordinary Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026 and (b) 6,719,896 shares of Class A Ordinary Common Stock issued by the Issuer in a private placement on June 22, 2026, as reported in the Form 8-K filed by the Issuer on June 17, 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
5,404,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,404,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,404,540.00
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 1,696,127 shares of Class A Ordinary Common Stock and warrants to purchase 6,374,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on (a) 16,607,910 shares of Class A Ordinary Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026 and (b) 6,719,896 shares of Class A Ordinary Common Stock issued by the Issuer in a private placement on June 22, 2026, as reported in the Form 8-K filed by the Issuer on June 17, 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
5,404,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,404,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,404,540.00
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 1,696,127 shares of Class A Ordinary Common Stock and warrants to purchase 6,374,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on (a) 16,607,910 shares of Class A Ordinary Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026 and (b) 6,719,896 shares of Class A Ordinary Common Stock issued by the Issuer in a private placement on June 22, 2026, as reported in the Form 8-K filed by the Issuer on June 17, 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
5,404,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,404,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,404,540.00
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 1,696,127 shares of Class A Ordinary Common Stock and warrants to purchase 6,374,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on (a) 16,607,910 shares of Class A Ordinary Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026 and (b) 6,719,896 shares of Class A Ordinary Common Stock issued by the Issuer in a private placement on June 22, 2026, as reported in the Form 8-K filed by the Issuer on June 17, 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 Number(s):
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: 5,404,540
General Partner: 5,404,540
SA LLC: 5,404,540
Fund: 5,404,540
Leopold Aschenbrenner: 5,404,540
Carl Shulman: 5,404,540
(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: 5,404,540
General Partner: 5,404,540
SA LLC: 5,404,540
Fund: 5,404,540
Leopold Aschenbrenner: 5,404,540
Carl Shulman: 5,404,540
(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: 5,404,540
General Partner: 5,404,540
SA LLC: 5,404,540
Fund: 5,404,540
Leopold Aschenbrenner: 5,404,540
Carl Shulman: 5,404,540
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:
06/29/2026
SAF AI GP LP
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Leopold Aschenbrenner, Managing Partner
Date:
06/29/2026
Situational Awareness LLC
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Leopold Aschenbrenner, Manager
Date:
06/29/2026
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:
06/29/2026
Leopold Aschenbrenner
Signature:
/s/ Leopold Aschenbrenner
Name/Title:
Reporting person
Date:
06/29/2026
Carl Shulman
Signature:
/s/ Carl Shulman
Name/Title:
Reporting person
Date:
06/29/2026
Exhibit Information
EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR SCHEDULE 13G
