|
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) |
778920306 (CUSIP Number) |
Nicholas Hughes-Jones
c/o SharonAI Holdings Inc.,, 745 Fifth Avenue, Suite 500,
New York, NY, 10151
(347) 212-5075
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).
SCHEDULE 13D
|
| CUSIP Number(s): | 778920306 |
| 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: |
| ||||||||
| 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 Number(s): | 778920306 |
| 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: |
| ||||||||
| 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.
|
|
|
|
|
|