SharonAI (NASDAQ: SHAZ) insider holds 1.3M shares under lock-up terms

Rhea-AI Filing Summary

Nicholas Hughes-Jones and an affiliated Australian trust report beneficial ownership of 1,299,158 SharonAI Holdings Class A shares, representing 8.1% of the class. These holdings are mainly through Inbocalupo Pty Ltd ATF Inbocalupo Trust, plus restricted stock units and other affiliated entities.

The stake includes 1,251,365 Class A shares held by the trust, 2,536 shares held by Defender Capital Pty Ltd, and 45,257 Class A shares underlying restricted stock units that are currently exercisable or will vest within 60 days of April 7, 2026. Hughes-Jones also holds 45,447 Class B Super Common shares via another entity.

Part of these holdings is subject to lock-up agreements: the trust is restricted from disposing of 50% of its Class A shares until June 15, 2026, while Hughes-Jones is restricted from disposing of all of his Class A shares until May 20, 2026. Some shares were received through a prior business combination and the conversion of preferred stock, common stock, convertible notes, and unsettled RSU awards.

Insights

Equity ownership & governance analyst

Insider and affiliated trust disclose an 8.1% stake with lock-up limits.

The filing shows Nicholas Hughes-Jones, Head of Corporate Development at SharonAI Holdings Inc., and an affiliated Australian trust jointly beneficially owning 1,299,158 Class A shares, or 8.1% of that class as of late March/April 2026.

The position is largely held via Inbocalupo Pty Ltd ATF Inbocalupo Trust with 1,251,365 shares, plus 45,257 shares from restricted stock units expected to vest within 60 days of April 7, 2026. Additional economic interest comes from 45,447 Class B Super Common shares held through another entity.

A notable element is liquidity timing. The trust cannot dispose of 50% of its Class A holdings until June 15, 2026, and Hughes-Jones is restricted from selling any of his Class A shares until May 20, 2026. On March 23, 2026, 90,893 Class A shares were issued to the trust instead of a cash reimbursement, indicating the issuer sometimes settles obligations in equity.

Key Figures

Beneficial ownership: 1,299,158 Class A shares Ownership percentage: 8.1% of Class A Trust holdings: 1,251,365 Class A shares +5 more

8 metrics

Beneficial ownership 1,299,158 Class A shares Shares beneficially owned by Nicholas Hughes-Jones and affiliated trust

Ownership percentage 8.1% of Class A Percent of Class A Ordinary Common Stock represented by 1,299,158 shares

Trust holdings 1,251,365 Class A shares Class A shares held by Inbocalupo Pty Ltd ATF Inbocalupo Trust

Shares outstanding 15,998,830 Class A shares Class A Ordinary Common Stock outstanding as of March 30, 2026

RSU-based shares 45,257 Class A shares Shares underlying RSUs exercisable or vesting within 60 days of April 7, 2026

Equity in lieu of cash 90,893 Class A shares Issued to the trust on March 23, 2026 instead of cash reimbursement

Class B holdings 45,447 Class B Super Common shares Directly held by Inbocalupo No. 1 Pty Ltd for Hughes-Jones

Lock-up dates May 20, 2026 & June 15, 2026 End of lock-up for Hughes-Jones and 50% of trust’s Class A shares

Key Terms

beneficial ownership, restricted stock units, lock-up agreement, business combination, +2 more

6 terms

beneficial ownership financial

"Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

restricted stock units financial

"45,257 shares of Class A Ordinary Common Stock underlying restricted stock units that are currently exercisable or will vest"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

lock-up agreement financial

"is subject to a lock-up agreement restricting its disposition of 50% of its shares of Class A Ordinary Common Stock"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

business combination financial

"in connection with the business combination transaction by and among Roth CH Holdings, Inc. ... and SharonAI Inc."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

convertible promissory notes financial

"shares obtained upon the conversion of a convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SharonAI Holdings Inc.

(Name of Issuer)

Class A Ordinary Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Nicholas Hughes-Jones
c/o SharonAI Holdings Inc.,, 745 Fifth Avenue, Suite 500,
New York, NY, 10151
(347) 212-5075

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Nicholas Hughes-Jones

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,299,158.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,299,158.00

11

Aggregate amount beneficially owned by each reporting person

1,299,158.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The reported number of shares reported on Columns 8, 10, and 11 above consist of: (i) 1,251,365 shares of Class A Ordinary Common Stock directly held by Inbocalupo Pty Ltd ATF Inbocalupo Trust, (ii) 2,536 shares of Class A Ordinary Common Stock directly held by Defender Capital Pty Ltd, and (iii) 45,257 shares of Class A Ordinary Common Stock underlying restricted stock units that are currently exercisable or will vest within 60 days of April 7, 2026. Mr. Hughes-Jones also beneficially owns 45,447 shares of Class B Super Common Stock that are directly held by Inbocalupo No. 1 Pty Ltd. (2) The percentage reported in row 13 above is calculated with a numerator of 1,299,158 shares beneficially owned by the reporting person and a denominator of 16,044,087 shares consisting of (i) 15,998,830 shares of Class A Ordinary Common Stock outstanding as of March 30, 2026, and (ii) 45,257 shares of Class A Ordinary Common Stock underlying restricted stock units that are currently exercisable or will vest within 60 days of April 7, 2026.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Inbocalupo Pty Ltd ATF Inbocalupo Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,251,365.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,251,365.00

11

Aggregate amount beneficially owned by each reporting person

1,251,365.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.82 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The percentage reported in row 13 above is calculated with a numerator of 1,251,365 shares beneficially owned by the reporting person and a denominator of 15,998,830 shares of Class A Ordinary Common Stock outstanding as of March 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Common Stock, par value $0.0001 per share
(b)	Name of Issuer: SharonAI Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: c/o SharonAI Holdings Inc., 745 Fifth Avenue, Suite 500, New York, NEW YORK , 10151.
Item 2.	Identity and Background
(a)	This Statement is being filed jointly on behalf of (i) Nicholas Hughes-Jones and (ii) Inbocalupo Pty Ltd ATF Inbocalupo Trust (the "Trust" and together with Mr. Hughes-Jones, the "Reporting Persons"). 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.
(b)	The business address of each of the Reporting Persons is c/o SharonAI Holdings, Inc., 745 Fifth Avenue, Suite 500, New York, NY 10151.
(c)	Nicholas Hughes-Jones is the Head of Corporate Development of the Issuer. Mr. Hughes-Jones is the sole director of Inbocalupo Pty Ltd, the trustee of the Trust, and is within the class of beneficiaries of the Trust.
(d)	No
(e)	No
(f)	Mr. Hughes-Jones is a citizen of Australia. The trust is organized under the laws of Australia.
Item 3.	Source and Amount of Funds or Other Consideration
	The reported shares represent: (i) shares obtained upon the conversion of shares of SharonAI, Inc. Series B Preferred Stock in connection with the business combination transaction by and among Roth CH Holdings, Inc. (later renamed SharonAI Holdings Inc.), Roth CH Acquisition Co., Roth CH Merger Sub, Inc. and SharonAI Inc. ("Business Combination"), which closed on December 17, 2025, (ii) shares obtained upon the conversion of shares of SharonAI, Inc. Common Stock in connection with the Business Combination, (iii) shares obtained upon the conversion of a convertible promissory notes, and (iv) shares underlying unsettled RSU equity awards.
Item 4.	Purpose of Transaction
	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. However, the Class A Ordinary Common Stock are currently subject to certain lock-up restrictions as further described in Item 6 below. 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.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Items 11 and 13 on the cover pages for each Reporting Person.
(b)	See responses to Items 7, 8, 9 and 10 on the cover pages for each Reporting Person.
(c)	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.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Inbocalupo Pty Ltd ATF The Inbocalupo Trust is subject to a lock-up agreement restricting its disposition of 50% of its shares of Class A Ordinary Common Stock until June 15, 2026. Nick Hughes Jones is subject to a lock-up agreement restricting his disposition of all of his shares of Class A Ordinary Common Stock until May 20, 2026.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement dated April 7, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nicholas Hughes-Jones

Signature:	/s/ Nicholas Hughes-Jones
Name/Title:	Nicholas Hughes-Jones
Date:	04/08/2026

Inbocalupo Pty Ltd ATF Inbocalupo Trust

Signature:	/s/ Inbocalupo Pty Ltd.
Name/Title:	Trustee
Date:	04/08/2026

Signature:	/s/ Nicholas Hughes-Jones
Name/Title:	Nicholas Hughes-Jones, Sole Director
Date:	04/08/2026

FAQ

How many SharonAI (SHAZ) shares does Nicholas Hughes-Jones beneficially own?

Nicholas Hughes-Jones and an affiliated trust beneficially own 1,299,158 Class A shares of SharonAI Holdings Inc. This represents an 8.1% stake in the Class A Ordinary Common Stock, based on 16,044,087 shares counted in the ownership calculation.

What percentage of SharonAI (SHAZ) Class A stock does the Inbocalupo Trust hold?

Inbocalupo Pty Ltd ATF Inbocalupo Trust beneficially owns 1,251,365 Class A shares, representing 7.82% of SharonAI’s Class A Ordinary Common Stock. This percentage is calculated against 15,998,830 Class A shares outstanding as of March 30, 2026.

Are Nicholas Hughes-Jones’ SharonAI (SHAZ) shares subject to lock-up restrictions?

Yes. Nicholas Hughes-Jones is subject to a lock-up that restricts disposing of all his Class A shares until May 20, 2026. The Inbocalupo Trust is restricted from disposing of 50% of its Class A shares until June 15, 2026.

How did Nicholas Hughes-Jones obtain his SharonAI (SHAZ) shareholdings?

The reported shares came from several events: conversions of Series B Preferred Stock and common stock in a business combination, conversion of convertible promissory notes, and unsettled RSU equity awards linked to SharonAI Holdings Inc.

What RSU-based ownership does Nicholas Hughes-Jones report in SharonAI (SHAZ)?

The Schedule 13D reports 45,257 Class A shares underlying restricted stock units that are currently exercisable or will vest within 60 days of April 7, 2026. These RSUs are included in his total beneficial ownership calculation.

Did SharonAI (SHAZ) issue shares to the Inbocalupo Trust instead of cash?

Yes. On March 23, 2026, SharonAI issued 90,893 Class A shares to the Inbocalupo Trust. These shares were issued in lieu of a cash reimbursement obligation that the issuer owed to Nicholas Hughes-Jones.