UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 19, 2026

BluSky AI Inc.

(Exact name of registrant as specified in its charter)

(801) 810-8790

(Registrant’s telephone number, including area code)

N/A

(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:

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01. Entry into a Material Definitive Agreement.

The disclosure in Item 5.02 below is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2026, the Board of Directors (the “Board”) of BluSky AI Inc. (the “Company”) appointed Theodore P. Botts as a member of the Board to fill a vacancy on the Board.

With over 40 years of experience in investment banking and finance, Mr. Botts has advised clients and high-net worth individuals in North America, Europe and Latin America during his tenure at Chemical Bank, Goldman Sachs and UBS. In this capacity, he provided advisory services on various corporate finance related transactions including privatizations, mergers and acquisitions, and capital markets transactions. Currently he provides corporate finance advisory services through Kensington Gate Capital, his merchant and investment bank headquartered in Darien, Connecticut. In addition to his nonprofit related work, he is the chairman of the Audit Committee of Remark Holdings, a public US company which offers AI based solutions to businesses and governments. Mr. Botts earned a Bachelor of Arts degree in Russian with a minor in Economics from Williams College and a Masters in Business Administration from New York University with a concentration in International Finance.

In connection with Mr. Botts’ appointment, on May 19, 2026, the Company entered into a Director Agreement and Indemnification Agreement with Mr. Botts, providing that (i) Mr. Botts will serve a director of the Company, (ii) the Company will pay Mr. Botts an annual fee of $75,000, payable quarterly in shares of common stock of the Company valued based on the closing price of the Company’s common stock on the date of the agreements ($3.65/share), and (iii) the Company will indemnify Mr. Botts for any losses incurred by Mr. Botts as a result of Mr. Botts’ service as a director of the Company.

On May 19, 2026, the Company also entered into a Director Agreement and Indemnification Agreement with Whitney Cluff, one of the other members of the Board and an independent director of the Company, on the same terms as the Company’s agreements with Mr. Botts, providing that the Company will pay Mr. Cluff an annual fee of $75,000, payable quarterly in shares of common stock of the Company valued based on the closing price of the Company’s common stock on the date of the agreements ($3.65/share).

The foregoing descriptions of the Director Agreements and Indemnification Agreements with Mr. Botts and Mr. Cluff do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein (with the Indemnification Agreements included as exhibits to each of the Director Agreements).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

* Filed herewith.

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, hereunder duly authorized.