DarkIris (DKI) CEO adds 1,428,571 Class B shares in private placement

Rhea-AI Filing Summary

DarkIris Inc. director, CEO, Chairman and 10% owner Hong Zhifang reported an open‑market style purchase of Class B ordinary shares. On April 24, 2026, he acquired 1,428,571 Class B ordinary shares at $0.35 per share in a private placement.

Following this transaction, Hong Zhifang directly holds 6,878,171 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at the holder’s election, giving him flexibility to switch into Class A shares in the future.

Insights

Equity ownership analyst

DarkIris CEO and 10% owner makes a sizable direct share purchase.

The filing shows CEO and Chairman Hong Zhifang buying 1,428,571 Class B ordinary shares at $0.35 per share in a private placement on April 24, 2026. This is an open‑market type purchase rather than a stock grant.

After the buy, he directly owns 6,878,171 Class B ordinary shares, so the transaction meaningfully increases his stake. Because each Class B ordinary share is convertible into one Class A ordinary share at the holder’s election, this position can be shifted into Class A shares without an additional purchase.

The transaction is a net buy with no sales or derivative exercises reported in this filing. Subsequent company filings may provide additional context about how this ownership level evolves over time and whether any conversions into Class A shares occur.

Insider Trade Summary 10b5-1

Net Buyer: 1,428,571 shares ($500,000)

Net Buy 1 txn

Insider Hong Zhifang

Role CEO

Bought 1,428,571 shs ($500K)

Type	Security	Shares	Price	Value
Purchase	Class B Ordinary Shares	1,428,571	$0.35	$500K

Holdings After Transaction: Class B Ordinary Shares — 6,878,171 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares purchased: 1,428,571 shares Purchase price: $0.35 per share Shares owned after transaction: 6,878,171 shares +1 more

4 metrics

Shares purchased 1,428,571 shares Class B ordinary shares bought on April 24, 2026

Purchase price $0.35 per share Price for Class B ordinary shares in private placement

Shares owned after transaction 6,878,171 shares Direct Class B ordinary share holdings after purchase

Net buy direction 1,428,571 net shares bought transactionSummary shows net-buy with no sales

Key Terms

Class B ordinary shares, private placement, convertible, Class A ordinary share

4 terms

Class B ordinary shares financial

"The reporting person acquired 1,428,571 Class B ordinary shares at a private placement"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

private placement financial

"The reporting person acquired 1,428,571 Class B ordinary shares at a private placement closed on April 24, 2026"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

convertible financial

"Each Class B ordinary share is convertible into one Class A ordinary share at the election of holder"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

Class A ordinary share financial

"Each Class B ordinary share is convertible into one Class A ordinary share at the election of holder"

A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hong Zhifang

(Last) (First) (Middle)

6/F, CHEONG SUN TOWER,

NO. 118 WING LOK STREET, SHEUNG WAN

(Street)

HONG KONG 000000

(City) (State) (Zip)

HONG KONG

(Country)

2. Issuer Name and Ticker or Trading Symbol
DarkIris Inc. [ DKI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	CEO		Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Ordinary Shares(1)	04/24/2026		P		1,428,571	A	$0.35	6,878,171	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person acquired 1,428,571 Class B ordinary shares at a private placement closed on April 24, 2026. Each Class B ordinary share is convertible into one Class A ordinary share at the election of holder.

	/s/ Hong Zhifang	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did DarkIris (DKI) report for Hong Zhifang?

DarkIris reported that CEO and Chairman Hong Zhifang bought 1,428,571 Class B ordinary shares on April 24, 2026 at $0.35 per share. This open‑market style private placement increased his direct holdings to 6,878,171 Class B ordinary shares.

At what price did DarkIris (DKI) CEO Hong Zhifang purchase shares?

Hong Zhifang purchased DarkIris Class B ordinary shares at $0.35 per share. The transaction involved 1,428,571 shares acquired in a private placement closed on April 24, 2026, according to the Form 4 insider trading report.

How many DarkIris (DKI) shares does Hong Zhifang own after this transaction?

After the reported transaction, Hong Zhifang directly owns 6,878,171 Class B ordinary shares of DarkIris Inc. This total reflects his holdings immediately following the April 24, 2026 private placement purchase of 1,428,571 Class B ordinary shares at $0.35 each.

What type of shares did DarkIris (DKI) insider Hong Zhifang buy?

Hong Zhifang purchased Class B ordinary shares of DarkIris Inc. The Form 4 notes that each Class B ordinary share is convertible into one Class A ordinary share at the election of the holder, giving flexibility to convert into Class A shares later.

Was the DarkIris (DKI) insider purchase part of a private placement?

Yes. A footnote explains that Hong Zhifang acquired 1,428,571 Class B ordinary shares in a private placement closed on April 24, 2026. The filing identifies the transaction as a purchase, not an option exercise or stock grant.