Form SCHEDULE 13G/A SharonAI Holdings Inc. Filed by: OAKTREE CAPITAL MANAGEMENT LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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SharonAI Holdings Inc. (Name of Issuer) |
Class A Ordinary Common Stock, par value $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Oaktree Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
857,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent (i) 289,546 shares of Class A Ordinary Common Stock ("Common Stock") and (ii) 567,507 shares of Common Stock issuable upon conversion of Notes (as defined below).
The reported percentage is calculated based on 16,607,910 shares of Common Stock outstanding as of May 13, 2026, as reported on the Issuer's 10-Q filed with the Securities and Exchange Commission on May 15, 2026, as increased by 567,507 shares of Common Stock issuable upon conversion of Notes.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SharonAI Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
745 5th Ave, Suite 500, New York, NY 10151 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed by Oaktree Capital Management LP, referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
333 S. Grand Ave., 28th Floor, Los Angeles, CA 90071 | |
| (c) | Citizenship:
See response to row 4 on the cover page hereto. | |
| (d) | Title of class of securities:
Class A Ordinary Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on the cover page hereto.
The reported securities represent (i) 289,546 shares of Common Stock and (ii) 567,507 shares of Common Stock issuable upon conversion of $375.0 million of 6% Convertible Senior Notes due in 2031 ("Notes") (which, as of June 30, 2026, would be convertible into 9,328,125 shares of Common Stock in the absence of a conversion blocker that limits the holder's beneficial ownership to 4.99%).
The reported securities are directly held by the following funds and accounts, each managed by the Reporting Person: (i) Oaktree Value Opportunities Fund, L.P.; (ii) Oaktree London Liquid Value Opportunities Fund (VOF), L.P.; (iii) Boston Patriot Arlington St LLC; (iv) OPIF SHAZ Holdings, L.P.; (v) RPVOF SHAZ CTB, LLC; (vi) Oaktree-Copley Investments, LLC; and (vii) Oaktree Value Opportunities Fund AIF (Delaware), L.P.
The filing of this Statement shall not be deemed an admission of beneficial ownership by the Reporting Person for purposes of Section 13(d) or 13(g) or for any other purpose. | |
| (b) | Percent of class:
See response to row 11 on the cover page hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to row 5 on the cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on the cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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