Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Manning James Edward 2. Date of Event Requiring Statement (Month/Day/Year) 02/17/2026 3. Issuer Name and Ticker or Trading Symbol SharonAI Holdings Inc. [SHAZ] (Last) (First) (Middle) C/O SHARONAI HOLDINGS, INC., 745 FIFTH AVENUE, SUITE 500 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) NEW YORK, NY 10151 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Ordinary Common Stock 2,536 I By Defender Capital Pty Ltd Class A Ordinary Common Stock 333,213 I By MCH Equities Pty Ltd ATF MCH Equities Fund Class A Ordinary Common Stock 984,959 I By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust Class B Super Common Stock 45,447 I By MG No.1 Pty Ltd

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(2)	Class A Ordinary Common Stock	14,657	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(3)	(3)	Class A Ordinary Common Stock	19,542	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(4)	(4)	Class A Ordinary Common Stock	14,657	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(5)	(5)	Class A Ordinary Common Stock	48,855	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(6)	(6)	Class A Ordinary Common Stock	58,476	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	02/06/2027	(7)	Class A Ordinary Common Stock	11,971	(1)	D
Restricted Stock Units	02/06/2028	(8)	Class A Ordinary Common Stock	7,981	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(9)	(9)	Class A Ordinary Common Stock	11,173	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(10)	(10)	Class A Ordinary Common Stock	6,385	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(11)	(11)	Class A Ordinary Common Stock	3,192	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(12)	(12)	Class A Ordinary Common Stock	3,192	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Convertible Note	(13)	(13)	Class A Ordinary Common Stock	465,500	(13)	I	By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Manning James Edward C/O SHARONAI HOLDINGS, INC. 745 FIFTH AVENUE, SUITE 500 NEW YORK, NY 10151	X		Chief Executive Officer

Signatures

/s/ Timothy Broadfoot, by power of attorney from James Manning		02/19/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.
(2)	The restricted stock units are fully vested. The restricted stock units have no expiration date.
(3)	The restricted stock units will vest upon certain exchange or sale transactions. The restricted stock units have no expiration date.
(4)	The restricted stock units will vest upon the Company achieving a valuation in excess of $100 million. The restricted stock units have no expiration date.
(5)	The restricted stock units are fully vested. The restricted stock units have no expiration date.
(6)	The restricted stock units are fully vested. The restricted stock units have no expiration date.
(7)	The restricted stock units have no expiration date.
(8)	The restricted stock units have no expiration date.
(9)	The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026.
(10)	The restricted stock units will vest on December 31, 2026 subject to achieving a certain percentage of personal and company milestones, excluding time based events.
(11)	The restricted stock units will vest upon the Company successfully listing its securities on the Nasdaq Stock Market and the Australian Stock Exchange. The restricted stock units have no expiration date.
(12)	The restricted stock units will vest on December 31, 2026 if the Company achieves certain market share milestones in Australia as of December 2026 based on revenue or equipment deployed.
(13)	The Convertible Note is convertible at the option of the holder into the Company's Chess Depositary Interests upon successful listing on the Australian Stock Exchange, or into shares of the Company's Class A Ordinary Common Stock upon the Company being listed for trading on the Nasdaq Stock Market and no subsequent listing on the Australian Stock Exchange prior to certain deadlines.
Remarks: Exhibit 24 - Power of Attorney

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