[D] Pulsar Helium Inc. SEC Filing

Rhea-AI Filing Summary

Pulsar Helium Inc. filed a Form D notice for a Regulation D, Rule 506(b) exempt offering. The issuer is a British Columbia corporation formed in 2022 with principal business address in Cascais, Portugal. The offering was a new notice reporting total offering proceeds of $279,450, with $279,450 sold and $0 remaining to be sold. The company reports no revenues and indicates the offering is not intended to last more than one year. One investor has participated and no sales commissions or finders' fees were paid. The company states proceeds may be used for general working capital and ordinary-course payments to officers or directors but identifies $0 specifically allocated for payments to named officers, directors or promoters.

Positive

• Offering fully subscribed with total offering amount and total sold both reported as $279,450
• No sales commissions or finders' fees reported, indicating cost-efficient capital raise
• Regulation D Rule 506(b) exemption used, which allows raising capital from accredited investors with established compliance framework

Negative

• No revenues reported, indicating a pre-revenue company reliant on external financing
• Limited disclosure on specific use of proceeds beyond general working capital and possible ordinary-course payments to officers and directors
• Single investor reported, which may concentrate investor exposure

Insights

Securities Offering Analyst

TL;DR: Small Reg D equity raise fully subscribed; limited proceeds and no revenues signal early-stage financing.

Pulsar Helium used Rule 506(b) to raise $279,450 in equity with one reported investor and no commissions. The completed raise and zero remaining amount indicate the intended tranche was filled. Reporting no revenues and classifying the issuer as an oil & gas energy company suggest the company is pre-revenue and capital-dependent. The disclosure that proceeds are for general working capital and not earmarked for officer payments is standard but worth noting for governance transparency.

Corporate Governance Specialist

TL;DR: Filing is routine and compliant but limited detail on use of proceeds and investor profile.

The Form D lists executive officers and directors including the CFO signer. No sales compensation was reported and minimum investment is stated as $0, which aligns with private placements to accredited investors under 506(b). Material governance items such as related-party payments are addressed only at a high level; the filer estimates $0 specifically allocated to named insiders while acknowledging possible ordinary-course payments, which should be monitored in subsequent disclosures.

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

0001991413

1369886 B.C. Ltd.

Pulsar Holdings Inc.

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

Name of Issuer

Pulsar Helium Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Pulsar Helium Inc.
Street Address 1		Street Address 2
RUA FREDERICO AROUCA, NUMERO 251		SEGUNDO FRENTE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CASCAIS	PORTUGAL	2750-356	(604) 536-2711

3. Related Persons

Last Name	First Name	Middle Name
Abraham-James	Thomas
Street Address 1	Street Address 2
Rua Frederico Arouca, Numero 251	Segundo Frente
City	State/Province/Country	ZIP/PostalCode
Cascais	PORTUGAL	2750-356

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
O'Brien	Daniel
Street Address 1	Street Address 2
Rua Frederico Arouca, Numero 251	Segundo Frente
City	State/Province/Country	ZIP/PostalCode
Cascais	PORTUGAL	2750-356

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Herbert	Neil
Street Address 1	Street Address 2
Rua Frederico Arouca, Numero 251	Segundo Frente
City	State/Province/Country	ZIP/PostalCode
Cascais	PORTUGAL	2750-356

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman

Last Name	First Name	Middle Name
Meyer	Doris	A.
Street Address 1	Street Address 2
Rua Frederico Arouca, Numero 251	Segundo Frente
City	State/Province/Country	ZIP/PostalCode
Cascais	PORTUGAL	2750-356

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ferrier	Jon
Street Address 1	Street Address 2
Rua Frederico Arouca, Numero 251	Segundo Frente
City	State/Province/Country	ZIP/PostalCode
Cascais	PORTUGAL	2750-356

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Laurent	Brice
Street Address 1	Street Address 2
Rua Frederico Arouca, Numero 251
City	State/Province/Country	ZIP/PostalCode
Cascais	PORTUGAL	2750-356

Relationship: Executive Officer X 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

X 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

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
X	No Revenues			No Aggregate Net Asset Value
	$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	2025-08-29				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
	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 $0 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	$279,450	USD	or Indefinite
Total Amount Sold	$279,450	USD
Total Remaining to be Sold	$0	USD	or 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:

1

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 X Estimate

Clarification of Response (if Necessary):

A portion of the net proceeds may be used for general working capital purposes, including for payments to officers and directors in the ordinary course, but proceeds are not earmarked for such payments

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
Pulsar Helium Inc.	/s/ Daniel O'Brien	Daniel O'Brien	Chief Financial Officer	2025-09-11

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 did Pulsar Helium Inc. (PSRHF) raise in this Form D filing?

The company reported a total offering amount of $279,450 and that $279,450 was sold, with $0 remaining.

Under which exemption was the offering conducted?

The offering relied on Regulation D, Rule 506(b) as the federal exemption claimed.

How many investors participated in the offering?

The filing reports 1 investor has already invested in the offering.

Did Pulsar Helium report any revenues or net asset value?

The issuer reported no revenues and selected the issuer size box indicating No Aggregate Net Asset Value.

Were any sales commissions or finders' fees paid?

No. The filing shows $0 for sales commissions and $0 for finders' fees.

What will the proceeds be used for?

The company states proceeds may be used for general working capital and ordinary-course payments to officers and directors but does not earmark specific amounts.