New insider Manning James Edward claimed ownership of 1,320,708 units of Class A Ordinary Common Stock and claimed ownership of 45,447 units of Class B Super Common Stock (SEC Form 3)
$SHAZ
EDP Services
Technology
| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
SharonAI Holdings Inc. [ SHAZ ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | 2,536 | I | By Defender Capital Pty Ltd |
| Class A Ordinary Common Stock | 333,213 | I | By MCH Equities Pty Ltd ATF MCH Equities Fund |
| Class A Ordinary Common Stock | 984,959 | I | By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust |
| Class B Super Common Stock | 45,447 | I | By MG No.1 Pty Ltd |
|
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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (2) | (2) | Class A Ordinary Common Stock | 14,657 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (3) | (3) | Class A Ordinary Common Stock | 19,542 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (4) | (4) | Class A Ordinary Common Stock | 14,657 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (5) | (5) | Class A Ordinary Common Stock | 48,855 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (6) | (6) | Class A Ordinary Common Stock | 58,476 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | 02/06/2027 | (7) | Class A Ordinary Common Stock | 11,971 | (1) | D | |
| Restricted Stock Units | 02/06/2028 | (8) | Class A Ordinary Common Stock | 7,981 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (9) | (9) | Class A Ordinary Common Stock | 11,173 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (10) | (10) | Class A Ordinary Common Stock | 6,385 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (11) | (11) | Class A Ordinary Common Stock | 3,192 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Restricted Stock Units | (12) | (12) | Class A Ordinary Common Stock | 3,192 | (1) | I | By Manning Group Pty Ltd ATF MG Office Trust |
| Convertible Note | (13) | (13) | Class A Ordinary Common Stock | 465,500 | (13) | I | By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust |
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock. |
| 2. The restricted stock units are fully vested. The restricted stock units have no expiration date. |
| 3. The restricted stock units will vest upon certain exchange or sale transactions. The restricted stock units have no expiration date. |
| 4. The restricted stock units will vest upon the Company achieving a valuation in excess of $100 million. The restricted stock units have no expiration date. |
| 5. The restricted stock units are fully vested. The restricted stock units have no expiration date. |
| 6. The restricted stock units are fully vested. The restricted stock units have no expiration date. |
| 7. The restricted stock units have no expiration date. |
| 8. The restricted stock units have no expiration date. |
| 9. The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026. |
| 10. The restricted stock units will vest on December 31, 2026 subject to achieving a certain percentage of personal and company milestones, excluding time based events. |
| 11. The restricted stock units will vest upon the Company successfully listing its securities on the Nasdaq Stock Market and the Australian Stock Exchange. The restricted stock units have no expiration date. |
| 12. The restricted stock units will vest on December 31, 2026 if the Company achieves certain market share milestones in Australia as of December 2026 based on revenue or equipment deployed. |
| 13. The Convertible Note is convertible at the option of the holder into the Company's Chess Depositary Interests upon successful listing on the Australian Stock Exchange, or into shares of the Company's Class A Ordinary Common Stock upon the Company being listed for trading on the Nasdaq Stock Market and no subsequent listing on the Australian Stock Exchange prior to certain deadlines. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Timothy Broadfoot, by power of attorney from James Manning | 02/19/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||