Bastion Calls for SkyAI Buyback Offer to Be Raised to $3.50 a Share
Key Facts
Bastion Trading called on SkyAI to raise its cash tender offer price to at least $3.50 per share or eligible warrant, from the current $3.00, in a statement issued on October 21, 2026. The group said its beneficial ownership, together with certain affiliates, amounted to about 9.99% of outstanding ordinary shares. The demand follows SkyAI's completion of the sale of all its Solana holdings on October 15, 2026, according to the offer document filed with the U.S. Securities and Exchange Commission. The company says it is currently focused on building a financial platform that uses AI agents to analyze on-chain financial data. Bastion objected to the lack of shareholder notification and participation in decisions related to this shift.
SkyAI's cash balance stood at about $223.8 million on October 16, 2026, according to the company's statement announcing the launch of the offer. The total buyback value would reach about $201.3 million if the offer is fully subscribed. The company said the purchase price represented about 0.95 times its net asset value, based on its cash balance and disclosed calculation. It also removed the condition linking completion of the offer to Solana's price after liquidating its entire holding of the cryptocurrency. The board described the buyback as a "disciplined use of capital" that provides liquidity to shareholders and warrant holders wishing to sell their securities directly to the company.
The current offer seeks to buy up to 95% of each covered class of shares and warrants, according to SkyAI's announcement. Bastion is calling for the maximum repurchase of each class of pre-funded warrants to be raised to 100%, allowing holders to exit fully. The group's request for a higher price covers both shares and eligible warrants, while its request for full coverage applies to pre-funded warrants. The group also demanded the "exclusion of the strategic adviser's warrants" from the buyback offer. Its objections thus cover the cash consideration, the amount of securities holders can sell and the inclusion of the adviser's warrants among the classes eligible for the offer.
The offer document requires minimum participation of 50% under a specified grouping of securities classes. This threshold applies to ordinary shares and to pre-funded warrants taken together. Strategic warrants are subject to a separate participation condition, according to the document filed with the U.S. regulator. The company estimates that the combined beneficial ownership of directors and executive officers could reach about 47.8% of outstanding shares after the buyback is completed. That estimate assumes the full targeted quantities are purchased and that directors and executive officers sell none of their securities into the offer.
On governance, Bastion called on the chairman and directors to demonstrate oversight and accountability for the decisions they had made. It demanded that directors resign if they could not do so, or convene a special shareholder meeting if they believed they still retained shareholders' confidence. SkyAI's board had rejected the latest unsolicited offer from Forward Industries, saying it undervalued the company and was not in shareholders' interests. In an earlier objection, Bastion said it would not participate in the buyback unless the company addressed its concerns. It urged other shareholders to withhold participation as well until disclosures, oversight and offer terms were improved.
The buyback offer is scheduled to expire on October 29, 2026, unless SkyAI extends it, according to the deadline published on its official website. Bastion is demanding an extension of the time available for shareholders and warrant holders to decide whether to participate. It said the extension should allow an independent review of the offer. It also requested additional disclosures before participation closes. It linked its request for more time to improvements in the buyback terms proposed by the company.