DarkIris insider reports 27.08% ownership

DarkIris Inc. insider Hong Zhifang, through RongStar Holdings Ltd, reports beneficial ownership of 5,449,600 Class B Ordinary Shares, representing 27.08% of DarkIris’s total ordinary shares.

Rhea-AI Filing Summary

DarkIris Inc. insider Hong Zhifang, through RongStar Holdings Ltd, reports beneficial ownership of 5,449,600 Class B Ordinary Shares, representing 27.08% of DarkIris’s total ordinary shares. These Class B shares are convertible one-for-one into Class A shares and carry twenty votes per share versus one vote for each Class A share.

All 5,449,600 Class B shares are held by RongStar Holdings Ltd, which is wholly owned by Hong Zhifang, giving him sole voting and dispositive power. The filer states no current specific plans for corporate actions but may review and change this position over time. The shares are subject to a lock-up agreement restricting transfers for six months after the initial public offering’s closing.

Insights

Equity ownership & governance analyst

Founder-level 27.08% stake with super-voting shares concentrates control but is routine for founder-led issuers.

Hong Zhifang, via RongStar Holdings Ltd, holds 5,449,600 Class B Ordinary Shares, or 27.08% of DarkIris’s ordinary shares. Each Class B share has twenty votes, versus one vote for Class A, giving this block substantial influence over shareholder decisions and corporate direction.

The filing notes no concrete plans for mergers, restructurings, or similar actions, only that the holder may reconsider intentions over time. A six-month lock-up on 5,449,600 Class B shares after the IPO closing limits near-term secondary sales. Overall, this looks like a standard founder control and lock-up structure rather than a new, thesis-changing event.

Key Figures

Beneficial ownership: 5,449,600 Class B Ordinary Shares Percent of class: 27.08% Total ordinary shares outstanding: 20,125,000 shares +4 more

7 metrics

Beneficial ownership 5,449,600 Class B Ordinary Shares Beneficially owned by Hong Zhifang via RongStar Holdings Ltd

Percent of class 27.08% Portion of 20,125,000 DarkIris ordinary shares outstanding

Total ordinary shares outstanding 20,125,000 shares 14,675,400 Class A and 5,449,600 Class B as of January 30, 2026

Class A ordinary shares 14,675,400 shares Part of total ordinary shares outstanding as of January 30, 2026

Class B ordinary shares 5,449,600 shares All held by RongStar Holdings Ltd, beneficially owned by Hong Zhifang

Voting rights per share class 20 votes (Class B) vs 1 vote (Class A) Voting power attached to each DarkIris ordinary share class

Lock-up period Six months No transfers of 5,449,600 Class B shares after IPO closing

Key Terms

beneficial owner, Class B Ordinary Shares, lock-up agreement, dispositive power, +1 more

5 terms

beneficial owner financial

"The Reporting Person became the beneficial owner of 17,030 Class B Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Class B Ordinary Shares financial

"Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares"

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.

lock-up agreement financial

"the Reporting Persons entered into a lock-up agreement (the "Lock-up Agreement")"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

dispositive power financial

"Hong Zhifang has the voting and dispositive control over the shares held by RongStar Holdings Ltd"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

How much of DarkIris (DKI) does Hong Zhifang beneficially own?

Hong Zhifang, through RongStar Holdings Ltd, beneficially owns 5,449,600 Class B Ordinary Shares of DarkIris, representing 27.08% of the company’s 20,125,000 ordinary shares. This stake gives him significant influence, especially because each Class B share carries twenty votes.

What is the difference between DarkIris Class A and Class B Ordinary Shares?

DarkIris Class B Ordinary Shares are convertible into Class A on a one-for-one basis and carry twenty votes per share. Class A shares carry only one vote and are not convertible into Class B under any circumstances, creating a dual-class, super-voting structure.

Who holds the 5,449,600 Class B shares reported for DarkIris (DKI)?

All 5,449,600 Class B Ordinary Shares are held by RongStar Holdings Ltd, a British Virgin Islands company wholly owned by Hong Zhifang. Because he owns RongStar, Hong Zhifang has sole voting and dispositive power over these DarkIris shares.

Does Hong Zhifang have specific plans to change control at DarkIris (DKI)?

The filing states the reporting persons have no present plans or proposals for actions like mergers, asset sales, or control changes. However, they may review and change their position over time and could seek to influence management or the board in the future.

What lock-up restrictions apply to Hong Zhifang’s DarkIris holdings?

In connection with DarkIris’s initial public offering, the reporting persons agreed in a lock-up agreement not to transfer an aggregate 5,449,600 Class B Ordinary Shares for six months after the IPO closing. This temporarily limits their ability to sell or otherwise transfer these shares.

How was the 27.08% ownership figure for DarkIris (DKI) calculated?

The 27.08% figure is based on 20,125,000 Ordinary Shares outstanding as of January 30, 2026, consisting of 14,675,400 Class A and 5,449,600 Class B shares. The reporting persons beneficially own all 5,449,600 Class B shares, leading to the 27.08% percentage.

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

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Accepted by SEC EDGAR 04/03/2026 - 08:39 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

DarkIris Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

(CUSIP Number)

Hong Zhifang
6/F, Cheong Sun Tower, No. 118 Wing Lok Street, Sheung Wan
Hong Kong, K3, 000000
852-66701632

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/14/2026

(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 No.

1

Name of reporting person

Hong Zhifang

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,449,600.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,449,600.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,449,600.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.08 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Comprised of 0 Class A Ordinary Shares and 5,449,600 Class B Ordinary Shares owned by RongStar Holdings Ltd, an entity wholly owned by Hong Zhifang. Therefore, Hong Zhifang has the voting and dispositive control over the shares held by RongStar Holdings Ltd. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percentage of class is calculated based on 20,125,000 Ordinary Shares, consisting of 14,675,400 Class A Ordinary Shares and 5,449,600 Class B Ordinary Shares outstanding as of January 30, 2026, which information was provided by the Issuer to the Reporting Persons on January 30, 2026.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

RongStar Holdings Ltd

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,449,600.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,449,600.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,449,600.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.08 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1) RongStar Holdings Ltd is 100% owned by Hong Zhifang. Accordingly, Hong Zhifang has the sole voting and dispositive power over these shares. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percentage of class is calculated based on 20,125,000 Ordinary Shares, consisting of 14,675,400 Class A Ordinary Shares and 5,449,600 Class B Ordinary Shares outstanding as of January 30, 2026, which information was provided by the Issuer to the Reporting Persons on January 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: DarkIris Inc.
(c)	Address of Issuer's Principal Executive Offices: 6/F, Cheong Sun Tower, No. 118 Wing Lok Street, Sheung Wan, Hong Kong, HONG KONG , 000000.
Item 2.	Identity and Background
(a)	(1) Hong Zhifang (2) RongStar Holdings Ltd
(b)	(1) 6/F, Cheong Sun Tower, No. 118 Wing Lok Street, Sheung Wan, Hong Kong (2) Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands
(c)	(1) Hong Zhifang is the sole shareholder of RongStar Holdings Ltd, the chief executive officer, chairman of the board of directors and director of DarkIris Inc. (2) RongStar Holdings Ltd's principal business is investment holding.
(d)	None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order
(f)	(1) China (2) British Virgin Islands
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person became the beneficial owner of 17,030 Class B Ordinary Shares of the Issuer on June 6, 2024, upon its incorporation. On June 10, 2025, the Issuer allotted and issued 5,432,570 Class B Ordinary Shares to the Reporting Persons.
Item 4.	Purpose of Transaction
	The information furnished in Item 3 is hereby incorporated into this Item 4 by reference. The Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the board of directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The responses in items (7) through (12) of the Reporting Person Information and Additional Reporting Person Information of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(b)	The responses in items (7) through (12) of the Reporting Person Information and Additional Reporting Person Information of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(c)	The Reporting Persons have not effected any transaction in the Ordinary Shares of the Issuer during the past 60 days, except as otherwise disclosed in this Schedule 13D.
(d)	Except as described in Item 3, no person other than the Reporting Persons are 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 of the Issuer's Ordinary Shares beneficially owned by the Reporting Persons as reported in this Statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with the initial public offering of the Issuer, the Reporting Persons entered into a lock-up agreement (the "Lock-up Agreement"), pursuant to which the Reporting Persons agreed that, with respect to an aggregate of 5,449,600 Class B Ordinary Shares held by the Reporting Persons, not to transfer any of such shares for a period of six months after the closing of the initial public offering. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between such Reporting Persons and any other person with respect to any securities of the Issuer.

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.

Hong Zhifang

Signature:	/s/ Hong Zhifang
Name/Title:	Hong Zhifang
Date:	04/03/2026

RongStar Holdings Ltd

Signature:	/s/ Hong Zhifang
Name/Title:	Hong Zhifang/ Director
Date:	04/03/2026