Form SCHEDULE 13D/A DarkIris Inc. Filed by: Hong Zhifang
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
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) |
04/24/2026 (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).
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,878,171.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Comprised of (i) 0 Class A Ordinary Shares and 1,428,571 Class B Ordinary Shares owned by Hong Zhifang; and (ii) 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 33,239,285 Ordinary Shares, consisting of 26,361,114 Class A Ordinary Shares and 6,878,171 Class B Ordinary Shares outstanding as of April 24, 2026, which information was provided by the Issuer to the Reporting Persons on April 24, 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: |
| ||||||||
| 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)
16.40 % | ||||||||
| 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 33,239,285 Ordinary Shares, consisting of 26,361,114 Class A Ordinary Shares and 6,878,171 Class B Ordinary Shares outstanding as of April 24, 2026, which information was provided by the Issuer to the Reporting Persons on April 24, 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 Persons 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.
On April 7, 2026, Mr. Hong Zhifang entered into a share purchase agreement with the Issuer, pursuant to which the Issuer agreed to sell and Mr. Hong Zhifang agreed to purchase 1,428,571 Class B Ordinary Shares at a price of $0.35 per Class B Ordinary Share. The transaction was completed and closed on April 26, 2026. | |
| 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 |
No. |
| 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.
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