13D Filings
Panamera Holdings Corp
PHCI
Amendment
Ownership

23.90%

Total Shares

19,120,000

Issuer CIK

1620749

Event Date

Mar 11, 2026

Accepted

Apr 17, 2026, 01:09 PM

Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
T. Benjamin Jennings
Individual
23.90%19,120,00019,120,0006,100,000
Disclosure Items (6)

Security Title

Common Stock, $0.01 par value

Issuer Name

Panamera Holdings Corp

Issuer Address

2000 West Loop South, Houston, TX, 77027

Filing Persons

This Schedule 13D/A is filed by T. Benjamin Jennings (the "Reporting Person").

Business Address

The business address of the Reporting Person is 2000 West Loop South, Suite 1820, Houston, Texas 77027.

Principal Occupation

The Reporting Person serves as Chairman and Chief Executive Officer of Panamera Holdings Corporation.

Convictions

During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

Citizenship

The Reporting Person is a citizen of the United States of America.

Not applicable. The transfer described herein was a personal gift from the Reporting Person and no consideration was paid or received in connection with such transfer.

This Amendment No. 1 is filed to report the disposition of 4,100,000 shares of Common Stock of the Issuer by the Reporting Person. On March 12, 2026, the Reporting Person transferred 4,100,000 shares of Common Stock as a personal gift. The transfer was made for personal, estate, and family planning purposes and was not made for the purpose of, and is not expected to have the effect of, changing or influencing the control of the Issuer. Pursuant to a Voting Rights Agreement dated December 20, 2021, Recipient has relinquished all voting rights associated with such shares in accordance with the agreement, but retains dispositive power over such shares. The Reporting Person has no present plans or proposals that relate to or would result in any of the actions enumerated in Items (a) through (j) of the instructions to Item 4 of Schedule 13D.

Percentage of Class

As of March 12, 2026, the Reporting Person beneficially owns 19,120,000 shares of Common Stock of Panamera Holdings Corporation, representing approximately 23.9% of the total outstanding shares of Common Stock, based on 79,886,074 shares outstanding.

Number of Shares

The Reporting Person has sole voting power and sole dispositive power with respect to all 19,120,000 shares of Common Stock beneficially owned by him.

Transactions

On March 12, 2026, the Reporting Person transferred 4,100,000 shares of Common Stock as a personal gift. Prior to this transfer, the Reporting Person beneficially owned 23,220,000 shares of Common Stock, representing approximately 29.1% of the total outstanding shares. Following such transfer, the Reporting Person no longer holds or exercises beneficial ownership over the transferred shares. During the past sixty days, no transactions in the Common Stock of the Issuer were effected by the Reporting Person other than the transfer described herein.

Shareholders

The Recipient retains dispositive power over the transferred shares.

Date of 5% Ownership

Not applicable.

On March 12, 2026, the Reporting Person transferred 4,100,000 shares of Common Stock as a personal gift. The transferred shares are subject to that certain Voting Rights Agreement dated December 20, 2021, pursuant to which the voting rights associated with such shares are governed.