SCHEDULE: SharonAI Holdings Inc. - Beneficial Ownership Filing

Andrew Leece and Strat Capital Pty Ltd ATF Alpha Juliett Trust report beneficial ownership of 9.05% of SharonAI Holdings Inc. Class A Ordinary Common Stock.

Summary

• Andrew Leece and Strat Capital Pty Ltd ATF Alpha Juliett Trust are jointly filing a Schedule 13D to report their beneficial ownership of SharonAI Holdings Inc. Class A Ordinary Common Stock.
• Andrew Leece beneficially owns 1,452,023 shares, representing 9.05% of the class of securities. This includes shares held directly by Strat Capital Pty Ltd ATF AJ Digital Trust (165,852 shares), Strat Capital Pty Ltd ATF Alpha Juliett Trust (1,233,504 shares), and 52,667 shares underlying restricted stock units (RSUs) exercisable within 60 days of March 30, 2026.
• Strat Capital Pty Ltd ATF Alpha Juliett Trust directly holds 1,233,504 shares, representing 7.71% of the Class A Ordinary Common Stock outstanding as of March 30, 2026.
• Andrew Leece also beneficially owns 45,447 shares of Class B Super Common Stock held by Strat Cap No.1 Pty Ltd.
• The shares were acquired through various means, including conversions from preferred stock, common stock, convertible promissory notes, and unsettled RSU awards in connection with a business combination that closed on December 17, 2025.
• The shares are held for investment purposes, and further acquisitions may occur, subject to existing lock-up restrictions.
• Andrew Leece is the Chief Operating Officer of SharonAI Holdings Inc.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily reporting existing beneficial ownership and investment intent, with no immediate new financial information or strategic shifts disclosed.

Positives

• Reporting persons collectively hold a significant stake of 9.05% in the company's Class A Ordinary Common Stock.
• The shares were acquired through a combination of investment vehicles and equity awards, indicating participation in the company's growth and structure.
• Andrew Leece's role as Chief Operating Officer suggests active involvement and strategic interest in the company's operations.

Negatives

• Significant portions of the shares are subject to lock-up agreements, restricting immediate disposition.
• The filing indicates a substantial number of shares are held indirectly through trusts, which may add complexity for investors seeking direct ownership information.

Risks

• The shares held by Strat Capital Pty Ltd ATF Alpha Juliett Trust are subject to a lock-up agreement restricting the disposition of 50% of its shares until June 15, 2026.
• Andrew Leece is subject to a lock-up agreement restricting the disposition of all of his shares of Class A Ordinary Common Stock until May 20, 2026.
• The reporting persons may make further acquisitions, which could impact market dynamics and share price.

Future Outlook

The reporting persons may make further acquisitions of the Class A Ordinary Common Stock from time to time, subject to 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.
• Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing by a key executive and associated trusts indicates a significant investment position and potential for future activity in the technology or AI sector, given the company's name.

Management Changes

Stakeholder Impact

• Shareholders: The reporting persons' significant stake and potential for future acquisitions could influence share price and corporate strategy.
• Management: Andrew Leece's dual role as COO and significant shareholder highlights a strong alignment of interests.

Next Steps

• Reporting persons may make further acquisitions of Class A Ordinary Common Stock.
• Monitoring of lock-up expiration dates for potential share disposals.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, SharonAI Holdings Inc., Andrew Leece, Strat Capital Pty Ltd ATF Alpha Juliett Trust, Class A Ordinary Common Stock, Investment, Lock-up Agreement, RSU, COO