SCHEDULE: SharonAI Holdings Inc. Schedule 13D Filing

Nicholas Hughes-Jones and Inbocalupo Pty Ltd ATF Inbocalupo Trust report beneficial ownership of 8.1% of SharonAI Holdings Inc. Class A Ordinary Common Stock.

Summary

• This filing is a Schedule 13D, indicating a significant beneficial ownership of SharonAI Holdings Inc. Class A Ordinary Common Stock by Nicholas Hughes-Jones and Inbocalupo Pty Ltd ATF Inbocalupo Trust.
• Nicholas Hughes-Jones, who is the Head of Corporate Development for SharonAI Holdings Inc., and the Inbocalupo Trust collectively beneficially own 1,299,158 shares of Class A Ordinary Common Stock, representing approximately 8.1% of the class.
• The reported shares were acquired through various means, including conversions related to a business combination, conversion of convertible promissory notes, and underlying restricted stock units (RSUs).
• The Reporting Persons state that the shares have been acquired for investment purposes and they may acquire more in the future, subject to lock-up restrictions.
• Specific lock-up agreements are in place: Inbocalupo Pty Ltd ATF Inbocalupo Trust is restricted from disposing of 50% of its shares until June 15, 2026, and Nicholas Hughes-Jones is restricted from disposing of all his shares until May 20, 2026.

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 beyond the stated investment purpose and lock-up periods.

Positives

• Reporting Persons have acquired a significant stake (8.1%) in SharonAI Holdings Inc. Class A Ordinary Common Stock, indicating confidence in the company's future.
• The acquisition of shares through various mechanisms suggests a history of investment and participation in the company's development.
• Nicholas Hughes-Jones's role as Head of Corporate Development implies a deep understanding and strategic involvement with the company.

Negatives

• Significant portions of the reported shares are subject to lock-up agreements, restricting immediate disposition and potentially limiting flexibility.
• The Trust is restricted from selling 50% of its shares until June 15, 2026, and Mr. Hughes-Jones is restricted from selling any of his shares until May 20, 2026.

Risks

• The lock-up restrictions could prevent the Reporting Persons from reacting to adverse market conditions or personal financial needs until the specified dates.
• Future acquisitions by the Reporting Persons could be influenced by market conditions and the company's performance, potentially leading to increased volatility if large purchases occur.

Future Outlook

The Reporting Persons state that they may make further acquisitions of the Class A Ordinary Common Stock from time to time, subject to lock-up restrictions. No other specific forward-looking statements or guidance are provided in this filing.

Management Comments

• Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for understanding significant shifts in beneficial ownership, often signaling potential strategic moves or increased investor conviction in companies within the technology and AI sectors, where SharonAI Holdings Inc. operates.

Related Party Transactions

• On March 23, 2026, 90,893 shares of Class A Ordinary Common Stock were issued to the Trust in lieu of a cash reimbursement obligation owed by the Issuer to Mr. Hughes-Jones.

Stakeholder Impact

• Shareholders: The reporting of significant beneficial ownership and potential future acquisitions by key insiders may influence market perception and trading activity.
• Management: Nicholas Hughes-Jones's dual role as Head of Corporate Development and a significant shareholder highlights a strong alignment of interests.

Next Steps

• Reporting Persons may make further acquisitions of Class A Ordinary Common Stock.
• Monitoring the expiration of lock-up periods on May 20, 2026, and June 15, 2026, for potential share disposals or further acquisitions.

Key Dates

Keywords

Schedule 13D, SharonAI Holdings Inc., Beneficial Ownership, Class A Ordinary Common Stock, Nicholas Hughes-Jones, Inbocalupo Pty Ltd ATF Inbocalupo Trust, Investment Purposes, Lock-up Agreement, Corporate Development