| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
SkyAI, Inc. [ SKYA ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 10/07/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share(1) | 10/07/2026 | P | 44,000(3) | A | $1.7787(2) | 1,429,417 | D(3) | |||
| Common Stock, par value $0.0001 per share(1) | 2,940,075 | I(4) | See footnote(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants | (6) | (8) | (8) | Common Stock, par value $0.0001 per share | 4,234,615(5) | 4,234,615 | D(3) | ||||||||
| Stapled Warrants | (7) | (9) | 08/25/2028 | Common Stock, par value $0.0001 per share | 5,384,615(5) | 5,384,615 | D(3) | ||||||||
| Explanation of Responses: |
| 1. This Form 4 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. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7700 to $1.7900, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 3. 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. |
| 4. 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. |
| 5. 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"). |
| 6. The exercise price is $0.00001 per share. |
| 7. The exercise price is $9.75 per share. |
| 8. 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. |
| 9. 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 Signatory | 10/09/2026 | |
| ** Signature of Reporting Person | Date | |
| 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 4 (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 4: SEC 1474 (03-26) | ||