|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
AI OKTO Corp. (Name of Issuer) |
Common Shares, USD 0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Petros Panagiotis Panagiotidis 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens Limassol, G4, 3036 00 357 25 357 765 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/23/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Pani Corp. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LIBERIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,336,185.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Petros Panagiotis Panagiotidis | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,336,185.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, USD 0.001 par value per share | |
| (b) | Name of Issuer:
AI OKTO Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, Limassol,
CYPRUS
, 3036. | |
Item 1 Comment:
This Statement constitutes Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D (the "Original Schedule 13D") filed with the SEC on October 16, 2026 by Pani Corp. and Petros Panagiotis Panagiotidis with respect to the Shares of the Issuer.
This Amendment No. 1 amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 1 have the meanings assigned to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended to add the following at the end thereof:
Pani Corp. purchased 130,000 Shares through a series of transactions in the open market on October 23, 2026 for a total purchase price of $1,059,604.00 (excluding broker commission). The source of the consideration paid by Pani Corp. for such Shares was cash provided by entities controlled by Mr. Panagiotidis, and the source of such cash provided by such entities was personal funds of Mr. Panagiotidis. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Item 5 of the Original Schedule 13D is hereby amended to read in its entirety as follows:
See items 7 through 13 on each cover page to this Amendment No. 1, which are incorporated by reference into this Item 5(a). Pani is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani by virtue of his control of the equity and voting power of Pani. The Shares held by the Reporting Persons represent approximately 77.2% of the outstanding Shares. Such percentage is calculated based on a total number of 4,319,916 Shares outstanding, as disclosed by the Issuer in its registration statement on Form 20-F filed with the SEC on September 9, 2026. Pelagos, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares.
To the best knowledge of the Reporting Persons, the Sole Director does not own any Shares. | |
| (b) | See items 7 through 13 on each cover page to this Amendment No. 1, which are incorporated by reference into this Item 5(b). | |
| (c) | The response set forth in Item 3 of the Original Schedule 13D, as amended by this Amendment No. 1, is incorporated by reference in its entirety into this Item 5(c). Except as set forth in Schedule I to this Amendment No. 1 (which is incorporated by reference into this Item 5(c)), the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares since the filing of the Original Schedule 13D. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 -- Schedule I: Transactions in Common Shares Effectuated Since the Filing of the Original Schedule 13D | ||
| 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.
|
|
|
|
|