SCHEDULE: SharonAI CEO Manning Boosts Stake to 8.95%

James Manning, CEO of SharonAI Holdings Inc., and affiliated entities have reported a combined beneficial ownership of 8.95% of the company's Class A Ordinary Common Stock.

Summary

• James Manning and Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust (Reporting Persons) jointly filed a Schedule 13D.
• James Manning beneficially owns 1,442,696 shares of Class A Ordinary Common Stock, representing 8.95% of the class, including shares held by affiliated entities and restricted stock units vesting within 60 days.
• Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust beneficially owns 984,959 shares of Class A Ordinary Common Stock, representing 6.16% of the class.
• The shares were acquired for investment purposes through conversions related to a business combination that closed on December 17, 2025, and from convertible promissory notes and unsettled restricted stock units.
• Mr. Manning is the Chief Executive Officer and a director of SharonAI Holdings Inc.
• The Reporting Persons may make further acquisitions but are currently subject to lock-up restrictions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to the significant beneficial ownership by the CEO and affiliated entities, indicating strong insider confidence and a long-term investment horizon, despite the lock-up restrictions.

Positives

• The CEO and affiliated entities are increasing their stake, signaling confidence in the company's future.
• The acquisitions are for investment purposes, indicating a long-term commitment to the company.

Negatives

• Shares held by Reporting Persons are subject to lock-up agreements, restricting immediate liquidity and disposition.

Future Outlook

The Reporting Persons state their intention to hold the acquired shares for investment purposes and may make further acquisitions of Class A Ordinary Common Stock from time to time, subject to existing lock-up restrictions.

Management Comments

• The Class A Ordinary Common Stock owned by the Reporting Persons have been acquired for investment purposes.
• The Reporting Persons may make further acquisitions of the Class A Ordinary Common Stock from time to time.
• The Class A Ordinary Common Stock are currently subject to certain lock-up restrictions.

Industry Context

StockSavvy.ai notes that an increase in beneficial ownership by a company's CEO and affiliated entities, as seen with James Manning and SharonAI Holdings Inc., typically signals strong insider confidence in the company's strategic direction and future performance. This move aligns with a broader trend where key executives often deepen their investment in their own companies, especially following significant corporate events like business combinations, reinforcing market perception of stability and growth potential in the AI and data center sectors.

Related Party Transactions

• Manning Consulting Agreement: SharonAI subsidiaries (SAI and SAIPL) have an agreement with Mr. Manning and Manning Group Pty Ltd ATF MG Office Trust, where Mr. Manning provides services for an annual remuneration of AUD$334,500 (approximately $211,000 USD).
• Mr. Manning received 70,000 shares of SAI common stock (fair value $70,000) in consideration for his shares of SAIPL during SAI's acquisition of SAIPL on April 29, 2024.
• Mr. Manning received 17,600 shares of SAI common stock (fair value $390,016) upon liquidation of Digital Income Fund Pty Ltd (DIF) after SAIPL acquired DIF's assets on April 29, 2024.
• Mr. Manning received 49,215 shares of SAI common stock (fair value $1,919,366) in consideration for his shares of Distributed Storage Solutions Limited (DSS) during SAI's acquisition of DSS in June 2024.
• The Issuer and its subsidiaries paid Flynt ICS Pty Ltd (partially owned by Mr. Manning) $167,638 for storage services during 2024.
• Approximately $419,590 in outstanding loans from various entities affiliated with management and board of directors, including Woodville Super Pty Ltd and Manning Capital Holdings Pty Ltd (affiliates of James Manning), were converted into SharonAI equity as part of a private placement between January and May 2024.

Stakeholder Impact

• Shareholders: Increased confidence due to significant insider ownership by the CEO, potentially signaling long-term commitment and alignment of interests. Lock-up agreements temporarily restrict liquidity for the reporting persons.
• Creditors: Loans from affiliates were converted to equity, reducing debt and potentially strengthening the company's balance sheet.

Next Steps

• Reporting Persons may make further acquisitions of Class A Ordinary Common Stock from time to time.
• Expiration of lock-up agreements for Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust on March 17, 2026 (all shares) and June 15, 2026 (50% of shares).
• Expiration of lock-up agreement for James Manning on May 20, 2026.

Key Dates

Recommendation

The filing indicates strong insider confidence with the CEO and affiliated entities holding a significant stake for investment purposes. This is a positive signal. However, as a Schedule 13D, it primarily discloses ownership and related transactions rather than providing new operational or financial performance data. The existing lock-up agreements also limit immediate liquidity for the reporting persons. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive insider sentiment while awaiting further operational updates or financial results to justify a stronger buy or sell position.

Keywords

SharonAI Holdings Inc., James Manning, Schedule 13D, Beneficial Ownership, Class A Common Stock, Insider Ownership, Corporate Governance, Investment, Lock-up Agreement, Related Party Transactions