Bastion Calls for SkyAI Tender Offer to Be Raised to $3.50 a Share
Key Facts
Bastion Trading called on SkyAI to raise the price of its cash tender offer for its securities from $3.00 to at least $3.50 in a statement published on October 21, 2026. It said the demand covers each share or eligible warrant, as part of its call for improved exit terms for investors. Bastion and the relevant affiliates hold about 9.99% of the outstanding ordinary shares, according to the statement, and describe themselves as a proprietary trading firm investing its own capital. Its demand is based on an estimated net asset value of about $3.30 a share. It is seeking a premium to that estimate in determining the consideration paid to holders of the securities covered by the offer.
According to SkyAI's statement, the offer covers the purchase of up to 95% of each class of ordinary shares and warrants included. The company set the base consideration at $3.00 in cash for each share or eligible warrant. Total consideration would be about $201.3 million if the offer, which extends to several classes of securities, is fully subscribed. Bastion is calling for the maximum for each class of pre-funded warrants to be increased to 100%, allowing holders to exit fully. In explaining its pricing, SkyAI said the offer price represents a 65% premium to its share price at the close on October 9, 2026.
Bastion's objection also extends to the inclusion of the strategic adviser's warrants among the securities eligible to participate in the cash tender offer. The objection concerns warrants granted to SOL Markets, which is controlled by James Zhang, the brother of board member and Chief Investment Officer Alice Zhang, according to Bastion's statement. Bastion estimates these warrants could receive proceeds of up to about $11.9 million through participation in the offer. It called for the "exclusion of the strategic adviser warrants," arguing that they differ from securities investors purchased in exchange for providing capital to the company. It also urged the board members concerned to "resign voluntarily" if they could not demonstrate meaningful independent oversight.
The demands follow a shift in SkyAI's treasury, which had held Solana as a primary reserve asset before liquidating its entire holding. In its strategy statement published on September 14, 2026, the company said it continued to hold more than 2 million units of the cryptocurrency. Those assets generated net staking revenue of $2.3 million in the second quarter of 2026, according to its quarterly results. On October 14, 2026, the company announced that it held about $204.6 million in cash, alongside about 210,000 locked Solana units. It then announced, at the launch of the offer, that its cash balance had reached about $223.8 million after completing the sale of its entire holding.
SkyAI said it would fund the securities purchases and offer-related fees from available cash. It confirmed in its statement that carrying out the offer "does not require any borrowing," relying on liquidity to finance the transaction. After exiting its Solana holding, the company said the tender offer was no longer conditional on the cryptocurrency's price. In the background to the offer, the board rejected the latest unsolicited takeover proposal submitted to SkyAI by Forward Industries. The board explained its decision by saying the proposal "undervalues SkyAI and is not in shareholders' interests."
Security holders may withdraw shares and warrants tendered at any time before the offer expires, according to the company's statement. SkyAI intends to keep its shares listed on the Nasdaq Capital Market after completing the transaction. The announced timetable remains subject to a possible extension or early termination of the offer under the terms set out by the company. It set the expiration time at one minute after 11:59 p.m. New York City time. That time relates to October 29, 2026, the announced closing date for the offer unless changed under those terms.