天空开采有限公司美股招股说明书(2025-09-25版)

Sky Quarry Inc. Up to 14,517,227 Shares of Common Stock____________________________ This prospectus relates to the sale of 14,517,227 shares of our common stock by Varie Asset Management, LLC, or theSelling Stockholder, which includes: 120,000 shares of common stock issuable upon conversion of a 12% convertible promissory note in the principalamount of $150,000 issued to the Selling Stockholder on May 22, 2025, at an initial conversion price of $1.25 pershare, which we refer to as the May Convertible Note, and 60,000 shares of common stock issuable upon exerciseof a warrant issued to the Selling Stockholder on May 22, 2025, at an initial exercise price of $1.25 per share,which we refer to as the May Warrant;· 198,413 shares of common stock issuable upon conversion of a 12% convertible promissory note in the principalamount of $125,000 issued to the Selling Stockholder on July 22, 2025, at an initial conversion price of $0.63 pershare, which we refer to as the July Convertible Note, and 50,000 shares of common stock issuable upon exerciseof a warrant issued to the Selling Stockholder on July 22, 2025, at an initial exercise price of $0.63 per share,which we refer to as the July Warrant;364,584 shares of common stock issuable upon conversion of a 12% convertible promissory note in the principalamount of $175,000 issued to the Selling Stockholder on August 29, 2025, at an initial conversion price of $0.48per share, which we refer to as the August Convertible Note, and 70,000 shares of common stock issuable uponexercise of a warrant issued to the Selling Stockholder on August 29, 2025, at an initial exercise price of $0.48 pershare, which we refer to as the August Warrant; andup to 13,654,230 shares of common stock that we have issued, or may, in our sole discretion, elect to issue and sellto the Selling Stockholder pursuant to a purchase agreement that we entered into with the Selling Stockholder onJuly 9, 2025, which we refer to as the Purchase Agreement.··· We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares ofcommon stock by the Selling Stockholder. However, we may receive proceeds from cash exercises of the May Warrant, theJuly Warrant and the August Warrant (which we collectively refer to as the Warrants) and up to $8,125,000 in aggregategross proceeds under the Purchase Agreement from sales of our common stock we may elect to make to the SellingStockholder pursuant to the Purchase Agreement after the date of this prospectus. Please see “The Convertible Notes and Warrants” for a description of the terms of the May Convertible Note, the JulyConvertible Note and the August Convertible Note, which we collectively refer to as the Convertible Notes, and theWarrants, “The Purchase Agreement” for a description of the Purchase Agreement, and “Selling Stockholder” for additionalinformation regarding the Selling Stockholder. The Selling Stockholder may sell or otherwise dispose of the shares of common stock described in this prospectus in anumber of different ways and at varying prices. See “Plan of Distribution” for more information about how the SellingStockholder may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. TheSelling Stockholder is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended. The Selling Stockholder will pay all brokerage fees and commissions and similar expenses. We will pay the expenses(except brokerage fees and commissions and similar expenses) incurred in registering the shares, including legal andaccounting fees. See “Plan of Distribution.” Our common stock is listed on The Nasdaq Capital Market under the symbol “SKYQ.” On September 10, 2025, the closingprice of our common stock on The Nasdaq Capital Market was $0.559. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and assuch, have elected to comply with certain reduced public company reporting requirements for this prospectus and futurefilings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our securities involves a high degree of risk. You should read “Risk Factors” beginning on page8of thisprospectus and the reports we file with the Securities and Exchange Commission incorporated by reference in thisprospectus to read about factors to consider before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus is September 23, 2025 TABLE OF CONTENTS PageProspectus Summary1Risk Factors8Cautionary Note Regarding Forward-Looking Statements10Use of Proceeds11Dividend Policy12The Convertible NotesandWarrants13The Purchase Agree