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SkyAI holder reports warrants for 4.23M shares

The warrant positions are subject to a 9.99% beneficial-ownership limit, and neither class held by Bastion Trading was currently exercisable.

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Form Type
3

Rhea-AI Filing Summary

For SkyAI, Inc. (SKYA), Bastion Trading Limited reported 1,385,417 directly held common shares and Pre-Funded and Stapled Warrants underlying 4,234,615 and 5,384,615 common shares, respectively; Lucio Holding Limited reported 2,940,075 indirectly held common shares as of October 7, 2026. Both warrant classes are subject to a 9.99% beneficial-ownership limit, and neither was currently exercisable. The joint reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests.

Insights

Analyzing...

Insider Bastion Trading Ltd
Role 10% Owner
Type Security Shares Price Value
holding Pre-Funded Warrants F5, F4, F2 -- -- --
holding Stapled Warrants F6, F4, F2 -- -- --
holding Common Stock, par value $0.0001 per share F1, F2 -- -- --
holding Common Stock, par value $0.0001 per share F1, F3 -- -- --
Holdings After Transaction: Pre-Funded Warrants — 4,234,615 contracts (Direct); Stapled Warrants — 5,384,615 contracts (Direct); Common Stock, par value $0.0001 per share — 1,385,417 shares (Direct); Common Stock, par value $0.0001 per share — 2,940,075 shares (Indirect, See footnote)
Footnotes (6)
  1. F1. This Form 3 is filed jointly by Bastion Trading Limited ("Bastion Trading"), Bastion Holdings Limited ("Bastion Holdings"), Lucio Holding Limited ("Lucio Holding") and Wei Zhu (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  2. F2. Securities beneficially owned by Bastion Trading. As the sole owner of Bastion Trading, Bastion Holdings may be deemed to beneficially own the securities beneficially owned directly by Bastion Trading. As the director of Bastion Holdings, Mr. Zhu may be deemed to beneficially own the securities beneficially owned directly by Bastion Trading.
  3. F3. Securities beneficially owned by Lucio Holding. As the director of Lucio Holding, Mr. Zhu may be deemed to beneficially own the securities beneficially owned directly by Lucio Holding.
  4. F4. Each of the Pre-Funded Warrants and the Stapled Warrants either provide, or the holder has elected, that the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the Issuer's then outstanding shares of common stock (the "Beneficial Ownership Limitations").
  5. F5. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.0001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the PFW Beneficial Ownership Limitation (as defined below). As of the date hereof, the Beneficial Ownership Limitation under the Pre-Funded Warrants is 9.99% of the Issuer's then outstanding shares of common stock (the "PFW Beneficial Ownership Limitation") and none of the Pre-Funded Warrants held by Bastion Trading are currently exercisable.
  6. F6. The Stapled Warrants are immediately exercisable at an initial exercise price equal to $9.75 per share and may be exercised at any time on or prior to 5:00pm New York City time on the date that is thirty-six (36) months after the issue date of the Stapled Warrants, subject to the SW Beneficial Ownership Limitation (as defined below). As of the date hereof, the Beneficial Ownership Limitation under the Stapled Warrants is 9.99% of the Issuer's then outstanding shares of common stock (the "SW Beneficial Ownership Limitation") and none of the Stapled Warrants held by Bastion Trading are currently exercisable.
Direct common shares 1,385,417 shares Bastion Trading Limited; October 7, 2026
Indirect common shares 2,940,075 shares Lucio Holding Limited; October 7, 2026
Pre-Funded Warrants underlying common shares 4,234,615 shares Bastion Trading Limited; October 7, 2026
Stapled Warrants underlying common shares 5,384,615 shares Bastion Trading Limited; October 7, 2026
Pre-Funded Warrant initial exercise price $0.0001 per share Bastion Trading Limited's reported warrants
Stapled Warrant initial exercise price $9.75 per share Bastion Trading Limited's reported warrants
Beneficial-ownership limit 9.99% Applies to both warrant classes
Pre-Funded Warrants technical
"initial exercise price equal to $0.0001 per share"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Stapled Warrants technical
"initial exercise price equal to $9.75 per share"
Stapled warrants are financial instruments that are permanently attached to another security, such as a share or unit, and cannot be bought or sold on their own. They give the holder the right to buy additional shares at a set price within a set time, creating potential extra upside or dilution; think of them like a discount coupon that comes fixed to a product — it can boost future returns but also affects overall share supply and valuation for investors.
Beneficial Ownership Limitations regulatory
"more than 9.99% of the Issuer's then outstanding shares of common stock"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
pecuniary interest regulatory
"except to the extent of his or its pecuniary interest therein"
Section 13(d) group regulatory
"member of a Section 13(d) group"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What SKYA holdings did Bastion Trading and Lucio Holding report?

Bastion Trading Limited reported 1,385,417 directly held common shares and warrants underlying 4,234,615 and 5,384,615 common shares; Lucio Holding Limited reported 2,940,075 indirectly held common shares. The positions were reported on October 7, 2026.

What are the SKYA warrant terms?

The Pre-Funded Warrants have an initial exercise price of $0.0001 per share, and the Stapled Warrants have an initial exercise price of $9.75 per share. Each class is subject to a 9.99% beneficial-ownership limit; neither class held by Bastion Trading Limited was currently exercisable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Bastion Trading Ltd

(Last)(First)(Middle)
UNIT 7A, R&F DE CASTRO BUILDING
200 WATERFRONT DRIVE

(Street)
ROAD TOWN, TORTOLAVG1110

(City)(State)(Zip)

VIRGIN ISLANDS, BRITISH

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2026
3. Issuer Name and Ticker or Trading Symbol
SkyAI, Inc. [ SKYA ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share(1)1,385,417D(2)
Common Stock, par value $0.0001 per share(1)2,940,075I(3)See footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrants (5) (5)Common Stock, par value $0.0001 per share4,234,615(4)(5)D(2)
Stapled Warrants (6)08/25/2028Common Stock, par value $0.0001 per share5,384,615(4)(6)D(2)
Explanation of Responses:
1. This Form 3 is filed jointly by Bastion Trading Limited ("Bastion Trading"), Bastion Holdings Limited ("Bastion Holdings"), Lucio Holding Limited ("Lucio Holding") and Wei Zhu (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Securities beneficially owned by Bastion Trading. As the sole owner of Bastion Trading, Bastion Holdings may be deemed to beneficially own the securities beneficially owned directly by Bastion Trading. As the director of Bastion Holdings, Mr. Zhu may be deemed to beneficially own the securities beneficially owned directly by Bastion Trading.
3. Securities beneficially owned by Lucio Holding. As the director of Lucio Holding, Mr. Zhu may be deemed to beneficially own the securities beneficially owned directly by Lucio Holding.
4. Each of the Pre-Funded Warrants and the Stapled Warrants either provide, or the holder has elected, that the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the Issuer's then outstanding shares of common stock (the "Beneficial Ownership Limitations").
5. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.0001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the PFW Beneficial Ownership Limitation (as defined below). As of the date hereof, the Beneficial Ownership Limitation under the Pre-Funded Warrants is 9.99% of the Issuer's then outstanding shares of common stock (the "PFW Beneficial Ownership Limitation") and none of the Pre-Funded Warrants held by Bastion Trading are currently exercisable.
6. The Stapled Warrants are immediately exercisable at an initial exercise price equal to $9.75 per share and may be exercised at any time on or prior to 5:00pm New York City time on the date that is thirty-six (36) months after the issue date of the Stapled Warrants, subject to the SW Beneficial Ownership Limitation (as defined below). As of the date hereof, the Beneficial Ownership Limitation under the Stapled Warrants is 9.99% of the Issuer's then outstanding shares of common stock (the "SW Beneficial Ownership Limitation") and none of the Stapled Warrants held by Bastion Trading are currently exercisable.
Bastion Trading Limited, By: /s/ Wei Zhu, Authorized Signatory10/09/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 3: SEC 1473 (03-26)

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