SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Situational Awareness LP

(Last)

(First)

(Middle)

77 FEDERAL STREET

4TH FLOOR

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2026

3. Issuer Name and Ticker or Trading Symbol
SharonAI Holdings Inc. [ SHAZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Common Stock	1,696,127	I	See Note⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Pre-funded Warrants	⁽²⁾	⁽²⁾	Class A Ordinary Common Stock	6,374,823	$0.0001	I	See 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 relationships 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. 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 3 for itself and the other reporting persons. The reporting persons are filing this Form 3 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 LP	06/29/2026
	** Signature of Reporting Person	Date
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 5 (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).
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