Sec Form 13G Filing - Situational Awareness LP @ SharonAI Holdings, Inc. Class A Common Stock

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

SharonAI Holdings Inc.

(Name of Issuer)

Class A Ordinary Common Stock

(Title of Class of Securities)

778920306

(CUSIP Number)

06/30/2026

(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)

SCHEDULE 13G

CUSIP No.

778920306

Names of Reporting Persons

Situational Awareness LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

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 5,396,127 shares of Class A Ordinary Common Stock and warrants to purchase 2,674,823 shares of Class A Ordinary Common Stock, subject to a 19.99% beneficial ownership limitation. The percentage reported herein is calculated based on 35,667,164 shares of Class A Ordinary Common Stock outstanding as of July 30, 2026, as reported in the Form S-1 filed by the Issuer on July 31, 2026.

SCHEDULE 13G

CUSIP No.

778920306

Names of Reporting Persons

SAF AI GP LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

778920306

Names of Reporting Persons

Situational Awareness LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No.

778920306

Names of Reporting Persons

Situational Awareness Partners LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

778920306

Names of Reporting Persons

Leopold Aschenbrenner

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No.

778920306

Names of Reporting Persons

Carl Shulman

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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 7,563,029.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,563,029.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,563,029.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

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 No.:

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: 7,563,029 General Partner: 7,563,029 SA LLC: 7,563,029 Fund: 7,563,029 Leopold Aschenbrenner: 7,563,029 Carl Shulman: 7,563,029

(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: 7,563,029 General Partner: 7,563,029 SA LLC: 7,563,029 Fund: 7,563,029 Leopold Aschenbrenner: 7,563,029 Carl Shulman: 7,563,029

(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: 7,563,029 General Partner: 7,563,029 SA LLC: 7,563,029 Fund: 7,563,029 Leopold Aschenbrenner: 7,563,029 Carl Shulman: 7,563,029

Item 5.

Ownership of 5 Percent or Less of a Class.

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:	08/12/2026

SAF AI GP LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Leopold Aschenbrenner, Managing Partner
Date:	08/12/2026

Situational Awareness LLC

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Leopold Aschenbrenner, Manager
Date:	08/12/2026

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:	08/12/2026

Leopold Aschenbrenner

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Reporting person
Date:	08/12/2026

Carl Shulman

Signature:	/s/ Carl Shulman
Name/Title:	Reporting person
Date:	08/12/2026

Exhibit Information

EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR SCHEDULE 13G

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Sec Form 13G Filing - Situational Awareness LP filing for - 2026-08-14