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BLUSKY AI Files Form D Showing $1.735M Sold, Debt Offering

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

BLUSKY AI Inc. filed a Form D claiming a Regulation D exemption under Rule 506(b) for an offering of securities. The issuer is a Nevada corporation with principal place of business in Murray, Utah. The company reports $1,735,000 sold to date and an indefinite total offering amount remaining. The filing lists debt securities as offered, a $10,000 minimum investment, and 13 investors have participated so far. No sales commissions or finders' fees are reported, and the filing states $0 of proceeds were used to pay executive officers, directors or promoters. The notice was signed by CEO Trent D'Ambrosio.

Positive

  • $1,735,000 in securities sold, showing successful capital raising activity
  • No sales commissions or finders' fees reported, preserving gross proceeds
  • $0 of offering proceeds reported as paid to executives, directors or promoters

Negative

  • Indefinite total offering amount remaining, indicating ongoing dilution risk
  • No aggregate net asset value reported, limiting visibility into company balance sheet size
  • Limited investor base: only 13 investors disclosed, implying concentrated ownership

Insights

TL;DR: Company completed a Reg D debt raise of $1.735M via Rule 506(b); small investor base and no reported placement fees.

The filing documents a private offering under Rule 506(b) with $1,735,000 sold and the offering left open as indefinite. The selection of debt as the security type and a $10,000 minimum investment indicate a targeted private placement rather than a broad retail raise. Reported expenses show $0 in sales commissions and finders' fees, which limits dilution to proceeds. The company reports no aggregate net asset value and lists 13 investors, which suggests a concentrated investor base. This filing provides clear transactional facts but limited financial context about company operations or capital runway.

TL;DR: Reg D Rule 506(b) notice filed properly; signature by CEO present; no apparent compensation to placement agents.

The Form D identifies BLUSKY AI Inc. as a Nevada issuer claiming Rule 506(b) exemption and confirms the first sale date and signatory authorization by CEO Trent D'Ambrosio. The filing discloses $1,735,000 sold, 13 investors, and zero reported sales commissions or finders' fees, and attests no proceeds paid to named insiders. The notice is procedural and complies with basic disclosure elements of Form D but does not include additional offering documents or investor qualification detail within this filing.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001416090
INCEPTION MINING INC.
GOLD AMERICAN MINING CORP.
SILVER AMERICA, INC.
Inception Mining Inc.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
BLUSKY AI INC.
Jurisdiction of Incorporation/Organization
NEVADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BLUSKY AI INC.
Street Address 1 Street Address 2
5330 S. 900 EAST SUITE 280
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
MURRAY UTAH 84117 801-312-8113

3. Related Persons

Last Name First Name Middle Name
Trent D'Ambrosio
Street Address 1 Street Address 2
5330 S. 900 East Suite 280
City State/Province/Country ZIP/PostalCode
Murray UTAH 84117
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
X Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
X $1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2025-08-04 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $10,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $1,735,000 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
13

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
BLUSKY AI INC. /s/Trent D'Ambrosio Trent D'Ambrosio CEO 2025-09-23

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


FAQ

What exemption did BLUSKY AI (BSAI) claim in its Form D?

The company claimed the Rule 506(b) exemption under Regulation D.

How much has BLUSKY AI (BSAI) raised in this offering?

The Form D reports $1,735,000 sold to date.

What type of securities is BLUSKY AI (BSAI) offering?

The filing identifies the offered securities as debt securities.

How many investors participated in the BLUSKY AI (BSAI) offering so far?

The Form D lists a total of 13 investors to date.

Were any sales commissions or finders' fees paid in this offering?

The filing reports $0 in sales commissions and $0 in finders' fees.

Who signed the Form D for BLUSKY AI (BSAI)?

The notice was signed by Trent D'Ambrosio, CEO, on the issuer's behalf.
Blusky AI

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144.49M
22.42M
7.56%
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United States
Murray