SEC Form 4 · accession 0000935836-26-000339
SharonAI Holdings Inc. · SHAZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Situational Awareness LP
10% Owner
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 4:41 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002068385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Common StockF1 | Jun 30, 2026 | X | 3,700,000 | $0.0001 | A | 5,396,127 | I | See Note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pre-funded WarrantsF1,F2 | $0.0001 | Jun 30, 2026 | X | 3,700,000 | D | — | — | Class A Ordinary Common Stock | 3,700,000 | 2,674,823 | I |
Explanation of responses
- F1The 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.
- F2The 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.