SkyAI's planned $201 million tender offer to repurchase up to 95% of outstanding shares at $3 per share is facing opposition from major shareholder Bastion Trading. The investor, which owns approximately 9.99% of SkyAI's common stock through itself and affiliates, said it will not participate in the offer unless the company addresses concerns over governance, disclosure, and pricing.
Scrutiny Over Solana Treasury Sales
The primary dispute centers on SkyAI's cryptocurrency holdings. SkyAI initially disclosed selling about 1 million Solana (SOL), representing roughly half of its holdings. However, a subsequent regulatory filing indicated that only around 600,000 SOL remained, suggesting approximately 70% of the company's Solana treasury was disposed of in less than a month.
Bastion contends that shareholders lack critical information about these transactions, including the dates of sale, average execution prices, proceeds received, transaction costs, and the approval process. The concern is heightened because SkyAI had publicly reaffirmed its digital asset treasury strategy shortly before the sales, when it reported holding more than 2 million SOL.
Bastion is calling for an independent review of the transactions and fuller disclosure before the tender process begins.
Board Governance Challenges
Bastion is also questioning whether SkyAI's current board has the appropriate authority to oversee such a major capital restructuring. At SkyAI's 2026 annual meeting, all five incumbent directors received more withhold votes than votes in favor, according to Bastion's statement.
The investor is demanding that the board be refreshed with new independent directors and that an independent special committee be established to oversee the tender process.
Price and Terms Demands
Bastion is also pushing for improved financial terms. The investor wants SkyAI to raise the tender price to at least $3.50 per share, compared with the current $3 offer and Bastion's estimated net asset value of approximately $3.30 per share.
Additionally, Bastion is seeking removal of a $100 SOL price condition, elimination of the 50% minimum participation threshold, exclusion of strategic-advisor warrants from the tender, and restrictions preventing insiders from tendering securities they hold.
The dispute comes after SkyAI rejected Forward Industries' unsolicited all-stock takeover proposal.
