Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Panamera Holdings Corp (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
69829Y109 (CUSIP Number) |
T. Benjamin Jennings 2000 West Loop South, Suite 1820 Houston, TX, 77027 (713) 898-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/12/2026 (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. | 69829Y109 |
| 1 |
Name of reporting person
T. Benjamin Jennings | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,120,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Panamera Holdings Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 West Loop South, Suite 1820, Houston, Houston,
TEXAS
, 77027. | |
Item 1 Comment:
This Schedule 13D/A relates to the Common Stock of Panamera Holdings Corporation, a Nevada corporation (the "Issuer"), with its principal offices located at 2000 West Loop South, Suite 1820, Houston, Texas 77027. The CUSIP number for the Common Stock is 69829Y 109. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D/A is filed by T. Benjamin Jennings (the "Reporting Person"). | |
| (b) | The business address of the Reporting Person is 2000 West Loop South, Suite 1820, Houston, Texas 77027. | |
| (c) | The Reporting Person serves as Chairman and Chief Executive Officer of Panamera Holdings Corporation. | |
| (d) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order relating to federal or state securities laws. | |
| (e) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
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. | ||
| Item 4. | Purpose of Transaction | |
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | 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. | |
| (d) | The Recipient retains dispositive power over the transferred shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | ||
| Item 7. | Material to be Filed as Exhibits. | |
| 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.
|
|
|