BluSky AI (BSAI) details LOI for Nephi, Utah lease in 8-K filing

Rhea-AI Filing Summary

BluSky AI, Inc. furnished an update about a potential new facility. On September 23, 2025, the company issued a press release announcing that it signed a non-binding letter of intent (LOI) for a lease in Nephi, Utah. The press release is included as Exhibit 99.1 and is incorporated by reference only for this Regulation FD disclosure.

The company emphasizes that the press release contains forward-looking statements, which involve risks and uncertainties and may differ materially from actual results. The information under this item, including Exhibit 99.1, is being furnished rather than filed, meaning it is not subject to certain liability provisions of the Securities Exchange Act or automatically incorporated into other securities filings.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/24/2025 - 01:15 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 19345

Date of Report (Date of earliest event reported): September 23, 2025

BLUSKY AI INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55219		35-2302128
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

5330 South 900 East, Suite 280 Murray, Utah		84117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 312-8113

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On September 23, 2025, BluSky AI, Inc. (“BluSky” or the “Company”) issued a press release announcing the signing of an LOI for a lease in Nephi, Utah. A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under this Item 7.01, including Exhibit 99.1 is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits

99.1		Press Release dated September 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUSKY AI, INC.
Date: September 24, 2025	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Executive Officer

FAQ

What did BluSky AI (BSAI) disclose in this 8-K filing?

BluSky AI, Inc. reported that on September 23, 2025, it issued a press release announcing the signing of a letter of intent (LOI) for a lease in Nephi, Utah, furnished under Regulation FD as Exhibit 99.1.

What is the main purpose of BluSky AI’s LOI mentioned in the 8-K?

The LOI described by BluSky AI relates to a potential lease for a facility in Nephi, Utah, indicating the company is exploring leasing that location, subject to the terms that may be finalized later.

How is the BluSky AI (BSAI) press release treated in this 8-K?

The press release attached as Exhibit 99.1 is being furnished, not filed, under Regulation FD, so it is not subject to Section 18 liability of the Exchange Act and is not incorporated into other filings unless specifically referenced.

Does BluSky AI highlight any risks in connection with the LOI press release?

Yes. BluSky AI notes that Exhibit 99.1 contains forward-looking statements, which are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual results to differ materially.

Which exhibit in the BluSky AI 8-K relates to the Nephi, Utah lease LOI?

Exhibit 99.1 is the press release dated September 23, 2025, that announces the signing of the LOI for a lease in Nephi, Utah.

Who signed the BluSky AI 8-K related to the Nephi, Utah LOI?

The 8-K was signed on behalf of BluSky AI, Inc. by Trent D’Ambrosio, the company’s Chief Executive Officer.