[D] Jackpot Digital Inc. SEC Filing

Rhea-AI Filing Summary

Jackpot Digital Inc. filed a Form D to report a Regulation D private offering under Rule 506(b). The total offering is $1,142,449, of which $450,000 has been sold and $692,449 remains available; the filing notes that approximately $692,420 may be received if share purchase warrants are exercised. The offering opened with a first sale date of 2025-09-15 and accepts a minimum investment of $1,000 (USD). The issuer is incorporated in British Columbia, Canada and reports issuer size in the $1,000,001–$5,000,000 range. Two investors have participated so far. No sales commissions or finders' fees are listed and the company states $0 of gross proceeds are earmarked specifically for executive officers, although salaries may be paid in the ordinary course.

Positive

• $450,000 already raised toward the $1,142,449 offering total
• Rule 506(b) exemption used, allowing accredited-investor private placement
• No sales commissions or finders' fees reported, preserving more proceeds for the issuer
• Minimum investment set at $1,000, which may broaden investor participation

Negative

• Only two investors have participated so far, indicating limited market uptake to date
• Potential dilution from warrants that could bring an additional ~$692,420 if exercised
• Limited disclosure on specific use-of-proceeds allocation and investor protections in the filing
• Issuer size ($1M–$5M) indicates a small capitalization; the raise is modest relative to larger capital needs

Insights

Securities Financial Analyst

TL;DR Small Reg D equity raise completed partially; warrants create potential dilution and remaining raise is modest relative to broader markets.

The filing shows a private equity offering under Rule 506(b) with total capacity of $1.142M and $450k realized to date. The presence of exercisable warrants that could bring roughly $692k suggests a two-stage financing: immediate equity and contingent capital on exercise. Absence of sales commissions is cost-efficient for the issuer. With only two investors disclosed and issuer assets in the $1M–$5M band, the financing is modest and likely intended for near-term operating needs rather than large strategic initiatives.

Corporate Governance Expert

TL;DR Filing discloses principal officers and governance contacts but provides limited detail on allocation of proceeds or investor protections.

The Form D lists key officers and corporate secretary at the Vancouver address, satisfying disclosure of related persons. It states no commissions and no direct payments to named officers from gross proceeds, though it acknowledges ordinary-course salary payments may occur. The filing does not include specifics on investor rights, anti-dilution protections, or use-of-proceeds allocation, which are material for governance assessment and should be reviewed in offering materials provided to investors.

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

0001061612

LAS VEGAS FROM HOME COM ENTERTAINMENT INC

BRONX MINERALS INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Jackpot Digital Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

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
Jackpot Digital Inc.
Street Address 1		Street Address 2
SUITE 575- 510Burrard Street
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3A8	6046810204

3. Related Persons

Last Name	First Name	Middle Name
Kalpakian	Jake	H.
Street Address 1	Street Address 2
510 Burrard Street, Suite 575
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3A8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President & CEO

Last Name	First Name	Middle Name
Spellman	Neil
Street Address 1	Street Address 2
Suite 575, 510 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3A8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO

Last Name	First Name	Middle Name
McFarlane	Gregory	Todd
Street Address 1	Street Address 2
Suite 575, 510 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C3A8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Artunian	Alan
Street Address 1	Street Address 2
Suite 575, 510 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3A8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Arenas	Maria
Street Address 1	Street Address 2
Suite 575, 510 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3A8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Corporate Secretary

Last Name	First Name	Middle Name
Lou	Yan
Street Address 1	Street Address 2
Suite 575, 510 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C3A8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

VP of Finance

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
X	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

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
	$1 - $1,000,000			$1 - $5,000,000
X	$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	2025-09-15				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)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	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 $1,000 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	$1,142,449	USD	or Indefinite
Total Amount Sold	$450,000	USD
Total Remaining to be Sold	$692,449	USD	or Indefinite

Clarification of Response (if Necessary):

The additional $692,420 may be received upon the exercise of share purchase warrants. US Dollar amount is based on the BAnk of Canada rate of Exchange on Sept 25/25 which is 1.3927

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:

2

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):

In the ordinary course of business, the Issuer may use some of the proceed of the offering to pay salaries to certain of its executive officers and directors

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
Jackpot Digital Inc.	Maria Arenas	Maria Arenas	Corporate Secretary	2025-09-26

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 securities is Jackpot Digital Inc. (JPOTF) offering under this Form D?

The issuer is offering equity, options/warrants, and the securities issuable upon exercise of those options/warrants, under Rule 506(b).

How much has Jackpot Digital Inc. raised so far in this offering?

The filing reports $450,000 USD sold to date out of a total offering amount of $1,142,449 USD.

How many investors participated in Jackpot Digital's offering so far?

The filing shows a total of 2 investors have invested in the offering to date.

Are there sales commissions or finders' fees for this offering?

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

What is the minimum investment for Jackpot Digital's offering?

The minimum investment accepted from any outside investor is $1,000 USD.

Will the exercise of warrants affect the offering amount?

Yes; the filing notes approximately $692,420 may be received upon exercise of share purchase warrants, which would increase funds raised and dilute existing holders.