0002095591 2026-10-20 2026-10-20 0002095591 1 2026-10-20 2026-10-20 0002095591 2 2026-10-20 2026-10-20 0002095591 3 2026-10-20 2026-10-20 0002095591 4 2026-10-20 2026-10-20 0002095591 5 2026-10-20 2026-10-20 0002095591 6 2026-10-20 2026-10-20 0002095591 7 2026-10-20 2026-10-20 0002095591 8 2026-10-20 2026-10-20 0002095591 9 2026-10-20 2026-10-20 0002095591 10 2026-10-20 2026-10-20 0002095591 11 2026-10-20 2026-10-20 iso4217:USD pure F-3 F-3 AI OKTO CORP. false Equity Common Shares, par value $0.001 per Share true false Equity Preferred Shares, par value $0.001 per Share true false Other Preferred Share Purchase Rights true false Debt Debt Securities true false Other Warrants true false Other Purchase Contracts true false Other Rights true false Other Depositary Shares true false Other Units true false Unallocated (Universal) Shelf true 500000000 43500 false Equity Common Shares, par value $0.001 per Share true 14030265.56 1220.63 514030265.56 44720.63 0 0 44720.63 <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr style="height: 0px; font-size: 0px;"><td style="width: 1%;"> </td><td style="width: 99%;"> </td></tr><tr><td style="font-size: 10pt; vertical-align: top;">(1)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">(i) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder. Preferred Share Purchase Rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the Preferred Share Purchase Rights, if any, will be reflected in the market price of the Common Shares.<br/><br/>(ii) <span style="text-decoration-thickness: initial; float: none; display: inline !important;">Pursuant to General Instruction I.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price.</span></span></td></tr></table><table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr><td style="font-size: 10pt; vertical-align: top;">(2)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;"><span style="text-decoration-thickness: initial; float: none; display: inline !important;">Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the $4.8500 (high) and $3.9020 (low) prices of the Common Shares on Nasdaq on October 16, 2026, which is within five business days prior to filing this registration statement.</span></span></td></tr></table> <table style="font-size: 12pt; width: 100%; margin-left: 0px; margin-right: 0px;"><tr><td style="font-size: 10pt; vertical-align: top;">(2)</td><td><span style="font-size: 13.3333px; letter-spacing: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;"><span style="text-decoration-thickness: initial; float: none; display: inline !important;">Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the $4.8500 (high) and $3.9020 (low) prices of the Common Shares on Nasdaq on October 16, 2026, which is within five business days prior to filing this registration statement.</span></span></td></tr></table> 0.00008700 0.00008700 N/A 0002095591 EX-FILING FEES N/A