UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 19345
Date of Report (Date of earliest event reported): September 23, 2025
| BLUSKY AI INC. |
(Exact name of registrant as specified in its charter)
|
| Nevada | 000-55219 | 35-2302128 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 5330 South 900 East, Suite 280 Murray, Utah | 84117 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 312-8113
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On September 23, 2025, BluSky AI, Inc. (“BluSky” or the “Company”) issued a press release announcing the signing of an LOI for a lease in Nephi, Utah. A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under this Item 7.01, including Exhibit 99.1 is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Exhibits
| 99.1 | Press Release dated September 23, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUSKY AI, INC. | ||
| Date: September 24, 2025 | By: | /s/ Trent D’Ambrosio |
| Name: | Trent D’Ambrosio | |
| Title: | Chief Executive Officer
| |
Exhibit 99.1
BluSky AI Inc. Signs Letter of Intent to Lease Strategic Site in Nephi, Utah for Modular AI Infrastructure Expansion
BluSky AI Extends its Neocloud with its next strategic location to empower AI Innovators with energy-efficient, scalable solutions.
Salt Lake City, Sept. 23, 2025 (GLOBE NEWSWIRE) — BluSky AI Inc., (OTCID: BSAI) (“BluSky AI” or the “Company”), Headquartered in Salt Lake City, Utah, is a Neocloud purpose-built for artificial intelligence through rapidly deployable SkyMod data centers. SkyMods are next-generation, scalable AI Factories providing a seamless GPU-as-a-Service to power AI workloads.
BluSky AI announced today the execution of a non-binding Letter of Intent (LOI) to lease approximately 16,000 square feet at 1358 N 200 W, Nephi, Utah, located on Juab County parcels XA3A-0030-4 and XA3A-0040-2.
The LOI outlines BluSky AI’s intent to lease a designated pad of approximately 100 x 150 feet on the northwest corner of the parcel, with additional acreage available to accommodate expanded wattage capacity as needed. The site, totaling approximately 0.375 acres, is positioned to support BluSky’s next phase of modular data center deployment in Utah’s energy-rich corridor.
“This location represents a strategic milestone in our multi-state infrastructure roadmap,” said Trent D’Ambrosio, CEO of BluSky AI Inc. “Nephi offers the right mix of scalable power, geographic resilience, and community alignment to support our mission of democratizing access to high-performance AI compute.”
Under the proposed lease terms with TNT Land and Holdings LLC, BluSky AI will pay a base lease rate of $4,000/month, escalating to $28,000/month upon full activation of 4 MW of capacity. The lease structure includes a 2% annual escalation, is NNN, and spans a 10-year term with two optional 5-year extensions. The agreement also provides a 120-day inspection period for BluSky AI to evaluate site conditions and utility readiness.
All site modifications, power upgrades, and module activation costs including engineering, permitting, and construction—will be undertaken by BluSky AI to ensure full operational readiness.
Should module installation not commence within 12 months of lease execution, either party may terminate the agreement without further obligation.
This LOI marks another step in BluSky AI’s commitment to building modular, ESG-aligned infrastructure across the Western U.S., with a focus on transparency, compliance, and long-term growth to scale and empower AI’s transformative role in the future.
BluSky AI addresses the universal need for compute power—positioning itself as a foundational layer in the AI revolution. Its infrastructure-first approach enables clients to focus on innovation while the company delivers the critical backbone, powering tomorrow’s breakthroughs.
Inquiries or program details, contact:
Trent D’Ambrosio
CEO, BluSky AI Inc.
trentdambrosio@bluskyaidatacenters.com
www.bluskyaidatacenters.com
About BluSky AI Inc.
Headquartered in Salt Lake City, Utah, BluSky AI Inc. is a Neocloud purpose-built for artificial intelligence through rapidly deployable SkyMod data centers. SkyMods are next-generation, scalable AI Factories providing speed-to-market and energy optimization for entities requiring high-performance infrastructure to support machine learning workloads. BluSky AI empowers small, mid-sized, enterprise, and academic partners from start-up to scale-up to drive innovation without compromise.
Forward-Looking Statements:
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. Forward-looking statements in this news release include statements with respect to the potential impact and usage of the Company’s. There can be no assurance statements will prove to be accurate and actual results and future events could differ materially from anticipated in such statements.
BluSky AI Inc. disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation.