SkyAI, Inc. (SKYA) investors report 4.29M-share, 9.99% beneficial stake cap

Rhea-AI Filing Summary

SkyAI, Inc. received an amended Schedule 13G from Bastion Trading Limited, Bastion Holdings Limited, Lucio Holding Limited and Wei Zhu reporting their beneficial ownership. As of August 13, 2026, Wei Zhu is reported as beneficially owning 4,294,891 shares of SkyAI common stock, representing a capped 9.99% interest. Bastion Trading and Bastion Holdings each report beneficial ownership of 1,354,816 shares (about 3.2% each), and Lucio Holding reports 2,940,075 shares (about 6.8%). The ownership includes 1,345,417 common shares, pre-funded warrants exercisable for up to 4,234,615 shares and stapled warrants exercisable for up to 5,384,615 shares, subject to Beneficial Ownership Blockers limiting post-exercise ownership to 9.99% of outstanding common stock. Percentages are based on 42,982,506 shares outstanding as of August 4, 2026, plus 9,399 warrant shares exercisable within 60 days for certain holders.

Key Figures

Wei Zhu beneficial ownership: 4,294,891 shares Bastion Trading & Bastion Holdings stake: 1,354,816 shares; 3.2% each Lucio Holding stake: 2,940,075 shares; 6.8% +4 more

7 metrics

Wei Zhu beneficial ownership 4,294,891 shares Beneficially owned SkyAI common stock as of August 13, 2026, capped at 9.99%

Bastion Trading & Bastion Holdings stake 1,354,816 shares; 3.2% each Beneficial ownership and percent of class for each entity as of August 13, 2026

Lucio Holding stake 2,940,075 shares; 6.8% Beneficial ownership and percent of class as of August 13, 2026

Shares outstanding baseline 42,982,506 shares SkyAI common stock outstanding as of August 4, 2026, used for ownership percentages

Pre-funded warrants capacity 4,234,615 shares Maximum SkyAI common shares issuable upon exercise of pre-funded warrants held by Bastion Trading

Stapled Warrants capacity 5,384,615 shares Maximum SkyAI common shares issuable upon exercise of Stapled Warrants held by Bastion Trading

Warrant shares within 60 days 9,399 shares Common stock issuable upon exercise of warrants within 60 days for certain holders

Key Terms

pre-funded warrants, Stapled Warrants, Beneficial Ownership Blockers, beneficially owned, +2 more

6 terms

pre-funded warrants financial

"includes (i) 1,345,417 shares of common stock; (ii) pre-funded warrants (the "Pre-Funded Warrants")"

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 financial

"and (iii) warrants (the "Stapled Warrants" and, together with the Pre-Funded Warrants"

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 Blockers regulatory

"contains a provision (the "Beneficial Ownership Blockers") which precludes exercise"

beneficially owned financial

"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"6 | Shared Voting Power 1,354,816.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13G regulatory

"The names of the persons filing this report (collectively, the "Reporting Persons")"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What stake in SkyAI, Inc. (SKYA) does Wei Zhu report owning?

Wei Zhu reports beneficial ownership of 4,294,891 shares of SkyAI common stock, representing a capped 9.99% interest. This includes shares held through Bastion Trading and Lucio Holding, with voting and investment authority shared through these entities.

How many SkyAI (SKYA) shares are reported outstanding for the ownership calculations?

The reported ownership percentages are based on 42,982,506 shares of SkyAI common stock outstanding as of August 4, 2026. For Bastion Trading, Bastion Holdings and Wei Zhu, the calculation also includes 9,399 shares issuable upon warrant exercise within 60 days.

What warrants linked to SkyAI (SKYA) does Bastion Trading hold?

Bastion Trading’s position includes pre-funded warrants exercisable for up to 4,234,615 shares and Stapled Warrants exercisable for up to 5,384,615 shares of SkyAI common stock, in addition to 1,345,417 common shares already held.

What are the Beneficial Ownership Blockers in the SkyAI (SKYA) warrants?

The Beneficial Ownership Blockers in the warrants prevent exercises that would cause Bastion Trading, together with its affiliates, to own more than 9.99% of SkyAI’s outstanding common stock. As a result, exercises are limited so Mr. Zhu’s beneficial holdings do not exceed 4,294,891 shares.

What ownership do Bastion Trading and Bastion Holdings report in SkyAI (SKYA)?

Both Bastion Trading Limited and Bastion Holdings Limited each report beneficial ownership of 1,354,816 shares of SkyAI common stock, representing approximately 3.2% of the class. They report shared voting and dispositive power over these shares.

How many SkyAI (SKYA) shares does Lucio Holding report owning?

Lucio Holding Limited reports beneficial ownership of 2,940,075 shares of SkyAI common stock, representing about 6.8% of the outstanding shares. Wei Zhu, as director of Lucio Holding, may be deemed to share voting and investment authority over these shares.

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

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Available on EDGAR 08/14/2026 - 04:27 PM Accepted by SEC EDGAR 08/14/2026 - 04:20 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

SkyAI, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

82003F309

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 82003F309

1

Names of Reporting Persons

Bastion Trading Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,354,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,354,816.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,354,816.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.2 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 82003F309

1

Names of Reporting Persons

Bastion Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,354,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,354,816.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,354,816.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.2 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 82003F309

1

Names of Reporting Persons

Lucio Holding Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,940,075.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,940,075.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,940,075.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 82003F309

1

Names of Reporting Persons

Wei Zhu

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,294,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,294,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,294,891.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SkyAI, Inc.
(b)	Address of issuer's principal executive offices: 105 Maxess Road, Melville, NY, 11747.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Bastion Trading Limited ("Bastion Trading") Bastion Holdings Limited ("Bastion Holdings") Lucio Holding Limited ("Lucio Holding") Wei Zhu ("Mr. Zhu") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: Office 4, Ground Floor, Parcel 134 Block 2837E, Road Town Tortola, British Virgin Islands
(c)	Citizenship: Bastion Trading British Virgin Islands Bastion Holdings Cayman Islands Lucio Holding Cayman Islands Mr. Zhu United Kingdom
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 82003F309
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of August 13, 2026 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities includes (i) 1,345,417 shares of common stock; (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 4,234,615 shares of common stock; and (iii) warrants (the "Stapled Warrants" and, together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 5,384,615 shares of common stock held directly by Bastion Trading, and 2,940,075 shares of common stock held directly by Lucio Holding. Each of the Pre-Funded Warrants and the Stapled Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, Bastion Trading, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. Bastion Trading is currently prohibited from exercising the Warrants to the extent that such exercise would result in Mr. Zhu's beneficial ownership of more than 4,294,891 shares of common stock. Bastion Trading is wholly owned by Bastion Holdings and Mr. Zhu is the director of Bastion Holdings and the indirect control person of Bastion Trading. Each of Bastion Holdings and Mr. Zhu may be deemed to share voting and investment authority over the shares held by Bastion Trading. Mr. Zhu is the director of Lucio Holding and may be deemed to share voting and investment authority over the shares held by Lucio Holding.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of August 13, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 42,982,506 shares of common stock outstanding as of August 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 7, 2026 and, in the case of Bastion Trading, Bastion Holdings and Mr. Zhu, 9,399 shares of common stock issuable upon the exercise of Warrants held by Bastion Trading within 60 days. Due to the Beneficial Ownership Blocker in the Warrants, Mr. Zhu's beneficial ownership percentage is 9.99%. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of Mr. Zhu's cover page has been rounded down to 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of August 13, 2026 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of August 13, 2026 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of August 13, 2026 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of August 13, 2026 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bastion Trading Limited

Signature:	/s/ Wei Zhu
Name/Title:	By Wei Zhu, Director
Date:	08/14/2026

Bastion Holdings Limited

Signature:	/s/ Wei Zhu
Name/Title:	By Wei Zhu, Director
Date:	08/14/2026

Lucio Holding Limited

Signature:	/s/ Wei Zhu
Name/Title:	By Wei Zhu, Director
Date:	08/14/2026

Wei Zhu

Signature:	/s/ Wei Zhu
Name/Title:	Wei Zhu
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2026).