AI OKTO: Pani Corp. reports 77.2% common-share stake

The reported 77.2% common-share position is distinct from preferred shares held by an entity controlled by Panagiotidis, which carry separately stated voting power.

Rhea-AI Filing Summary

AI OKTO Corp. shares: Pani Corp. purchased 130,000 common shares in open-market transactions on October 23, 2026, for $1,059,604.00, excluding broker commission. The purchase was funded with cash provided by entities controlled by Petros Panagiotis Panagiotidis, sourced from his personal funds. Pani Corp. and Panagiotidis each reported shared voting and dispositive power over 3,336,185 shares, or 77.2% of the class, based on 4,319,916 shares outstanding disclosed in AI OKTO Corp.'s Form 20-F filed September 9, 2026. That reported position includes 3,206,185 shares distributed to Pani Corp. in connection with the Spin-Off Transaction completed October 8, 2026, as well as the purchase. Panagiotidis disclaims beneficial ownership of Pani Corp.'s shares except to the extent of his pecuniary, voting and dispositive interests. Separately, Pelagos Holdings Corp., an entity he controls, owns 40,000 Series B Preferred Shares, each with voting power of 100,000 common shares.

Key Figures

Common shares purchased: 130,000 shares Total purchase price: $1,059,604.00 Reported beneficial ownership: 3,336,185 shares +5 more

8 metrics

Common shares purchased 130,000 shares Pani Corp. open-market transactions on October 23, 2026

Total purchase price $1,059,604.00 Excludes broker commission

Reported beneficial ownership 3,336,185 shares Reported by each reporting person

Percentage of class 77.2% Based on 4,319,916 shares outstanding disclosed in the Form 20-F filed September 9, 2026

Shares distributed to Pani Corp. 3,206,185 shares In connection with the Spin-Off Transaction completed October 8, 2026

Series B Preferred Shares 40,000 shares Owned by Pelagos Holdings Corp.

Voting power per Series B Preferred Share 100,000 Shares As stated for each Series B Preferred Share

Shares outstanding 4,319,916 shares Disclosed in AI OKTO Corp.'s Form 20-F filed September 9, 2026

Key Terms

beneficial ownership, Shared Voting Power, Shared Dispositive Power, Spin-Off Transaction, +1 more

5 terms

beneficial ownership financial

"may be considered to be a beneficial owner of the Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Shared Voting Power regulatory

"Shared Voting Power 3,336,185.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Shared Dispositive Power regulatory

"Shared Dispositive Power 3,336,185.00"

Spin-Off Transaction financial

"distributed to Pani Corp. in connection with the Spin-Off Transaction"

A spin-off transaction is when a company separates one of its businesses into a new, independent company and distributes shares of that new company to the parent company’s existing shareholders. Like splitting a multi-purpose tool into two single-purpose tools, a spin-off can change how each business is managed, how profits and risks are allocated, and how easily shares can be bought or sold—factors that can affect the market value and risk profile investors see.

pecuniary interests financial

"except to the extent of his pecuniary, voting and dispositive interests"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AIOK shares did Pani Corp. buy, and what did they cost?

Pani Corp. purchased 130,000 AI OKTO Corp. common shares in open-market transactions on October 23, 2026, for $1,059,604.00, excluding broker commission.

What percentage of AIOK does Pani Corp. report owning?

Pani Corp. and Petros Panagiotis Panagiotidis each reported beneficial ownership of 3,336,185 AI OKTO Corp. common shares, or 77.2% of the class. The percentage is based on 4,319,916 shares outstanding disclosed in AI OKTO Corp.'s Form 20-F filed September 9, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 06:41 PM EDT Accepted by SEC EDGAR 10/27/2026 - 06:40 PM EDT Learn about SEC filing dates

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)

Y2258E107

(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)

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y2258E107

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,336,185.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,336,185.00

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

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: Consists of (a) 3,206,185 common shares, par value $0.001 per share, of the Issuer (each common share of the Issuer, a "Share") distributed to Pani Corp. in connection with the Spin-Off Transaction (as defined in the Original Schedule 13D) and (b) 130,000 Shares purchased by Pani Corp. through a series of transactions in the open market on October 23, 2026. Note to Row 13: Percentage ownership is 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 Securities and Exchange Commission ("SEC") on September 9, 2026.

SCHEDULE 13D

CUSIP Number(s): Y2258E107

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,336,185.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,336,185.00

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

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: Consists of (a) 3,206,185 Shares distributed to Pani Corp. in connection with the Spin-Off Transaction completed on October 8, 2026 and (b) 130,000 Shares purchased by Pani Corp. through a series of transactions in the open market on October 23, 2026. Notes to Row 8: (1) Pelagos Holdings Corp., 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. (2) Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 3,336,185 Shares held by Pani Corp., except to the extent of his pecuniary, voting and dispositive interests in such Shares. Note to Row 13: Percentage ownership is 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.

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.

Pani Corp.

Signature:	/s/ Andreas Avgousti
Name/Title:	Andreas Avgousti / Director
Date:	10/27/2026

Petros Panagiotis Panagiotidis

Signature:	/s/ Petros Panagiotis Panagiotidis
Name/Title:	Petros Panagiotis Panagiotidis
Date:	10/27/2026