DarkIris: S.H.N. reports 9.99% passive stake

DarkIris Inc. is the issuer whose Class A ordinary shares are covered by S.H.N.

Rhea-AI Filing Summary

DarkIris Inc. is the issuer whose Class A ordinary shares are covered by S.H.N. Financial Investments Ltd.’s report of beneficial ownership of 614,284 securities: 299,655 Class A ordinary shares and 314,629 pre-funded warrants, equal to 9.99%. The percentage is based on 5,834,367 Class A ordinary shares outstanding after the offering. The reported amount excludes 774,604 pre-funded warrants and 1,388,888 warrants, each subject to a 9.99% beneficial ownership limitation. Nir Shamir, S.H.N. Financial Investments Ltd.’s chief executive officer, may be deemed to beneficially own the securities; he disclaims beneficial ownership for all other purposes.

Key Figures

Beneficially owned securities: 614,284 securities Class A ordinary shares: 299,655 shares Pre-funded warrants: 314,629 warrants +4 more

7 metrics

Beneficially owned securities 614,284 securities Reported by S.H.N. Financial Investments Ltd.

Class A ordinary shares 299,655 shares Included in the reported beneficial ownership amount

Pre-funded warrants 314,629 warrants Included in the reported beneficial ownership amount

Beneficial ownership percentage 9.99% Based on Class A ordinary shares outstanding after the offering

Class A ordinary shares outstanding 5,834,367 shares After the offering; basis for the reported percentage

Excluded pre-funded warrants 774,604 warrants Subject to a 9.99% beneficial ownership limitation

Excluded warrants 1,388,888 warrants Subject to a 9.99% beneficial ownership limitation

Key Terms

Pre-Funded Warrants, beneficial ownership limitation, Sole Voting Power, Sole Dispositive Power

4 terms

Pre-Funded Warrants financial

"314,629 Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation regulatory

"subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Sole Voting Power regulatory

"Sole Voting Power 614,284.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 614,284.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

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

How much of DKI does S.H.N. Financial Investments Ltd. report beneficially owning?

S.H.N. Financial Investments Ltd. reported beneficial ownership of 614,284 securities, or 9.99%. The amount comprises 299,655 Class A ordinary shares and 314,629 pre-funded warrants; the percentage is based on 5,834,367 Class A ordinary shares outstanding after the offering.

Which warrants are excluded from S.H.N. Financial Investments Ltd.’s reported DKI beneficial ownership amount?

The reported amount excludes 774,604 pre-funded warrants and 1,388,888 warrants, each subject to a 9.99% beneficial ownership limitation.

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

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Available on EDGAR 10/13/2026 - 04:10 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:10 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

DarkIris Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0016 par value

(Title of Class of Securities)

G2657S111

(CUSIP Number)

10/08/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G2657S111

1

Names of Reporting Persons

S.H.N. Financial Investments Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 614,284.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 614,284.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

614,284.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DarkIris Inc.
(b)	Address of issuer's principal executive offices: 6/F, Cheong Sun Towerno, 118 Wing Lok Streetsheung Wan, Hong Kong
Item 2.
(a)	Name of person filing: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(d)	Title of class of securities: Class A Ordinary Shares, $0.0016 par value
(e)	CUSIP Number(s): G2657S111
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 614,284 The amounts in Row (5), (7) and (9) represent 299,655 Class A Ordinary Shares and 314,629 Pre-Funded Warrants. The amounts do not include 774,604 Pre-Funded Warrants and 1,388,888 Warrants, each subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 5,834,367 Class A Ordinary Shares outstanding after the offering, based on the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on October 9, 2026 and information provided by the Issuer. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 614,284
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 614,284
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	10/13/2026