SkyAI has sold its entire Solana treasury and launched a cash tender offer worth up to $201.3 million, offering shareholders $3 per share despite a major investor’s demand for a higher price.
Summary
- $223.8 million in reported cash will fund an offer worth up to $201.3 million.
- 95% of each eligible share and warrant class is covered by the tender offer.
- $3 per share remains below Bastion Trading’s requested price of at least $3.50.
- Oct. 29 is the stated expiration date, unless the company changes the offer.
SkyAI’s Oct. 19 announcement says the Nasdaq-listed company held $223.8 million in cash as of Oct. 16, when the offer began, and no longer owned any SOL.
SkyAI’s Solana sales remove the $100 price condition
In its latest announcement, SkyAI said the offer no longer depends on SOL’s price because it has completed its token sales. The company had initially planned a condition requiring Solana to stay above $100 during the offer period.
According to the announcement, existing cash will cover accepted securities and transaction expenses, without borrowing or a financing condition. Full participation up to the stated limits would require approximately $201.3 million.
Subtracting that maximum purchase amount from reported cash leaves roughly $22.5 million before transaction fees, expenses, and other changes in cash. The proposed purchases would consume approximately 90% of the disclosed balance, based on those rounded figures.
SkyAI’s Oct. 14 SEC-filed update provides more detail on the preceding sales. At that point, the company reported $204.6 million in cash and approximately 210,000 locked SOL, while saying it intended to sell the remaining tokens.
The update said recent disposals included both liquid and locked SOL, sold at an average of $107.51 per token after fees through BitGo, Anchorage and Coinbase. SkyAI named the service providers involved but did not identify the ultimate buyers in that update.
Comparing the two disclosed cash snapshots shows a $19.2 million difference between Oct. 14 and Oct. 16. That calculation alone does not establish the proceeds received for the final 210,000 SOL, because it does not account for any other cash movements during the period.
Bastion has sought $3.50 and an independent review
Bastion Trading, which said it and its affiliates beneficially owned approximately 9.99% of SkyAI’s outstanding common stock, challenged the proposed transaction in an Oct. 14 statement.
The investor requested a price of at least $3.50 per share or eligible warrant, independent oversight of the tender process, and a public review of the SOL disposals. Its requested price is 16.7% above the $3 share offer.
Bastion called the sales a “fundamental departure” from the previously disclosed treasury strategy. It sought transaction dates, quantities, realized prices, costs, and details of board approval, and said it would not participate unless its concerns were satisfactorily addressed.
The statement requested that strategic advisor warrants be excluded and that insiders refrain from tendering. Bastion’s fairness objections remain the investor’s position, not findings by a regulator or court.
The Block reported on Oct. 14 that all five incumbent directors had received more withhold votes than votes in favor at the September shareholder meeting, but retained their seats because investors had no option to vote to remove them.
Its report described a roughly 400,000 SOL difference between the balance in SkyAI’s initial buyback announcement and the lower balance in a subsequent filing. Bastion sought an explanation for that change.
September filings described a staking-funded treasury strategy
SkyAI’s Sept. 14 proxy materials said it held more than 2 million SOL as its primary treasury reserve asset, with nearly all the tokens staked through institutional validators.
At the time, management said revenue from the strategy was intended to fund treasury operations, corporate expenses, and research and development. The filing reported more than $12 million in staking revenue, net of validator commissions, from the strategy’s August 2025 launch through June 30, 2026.
The September statement followed an independent committee’s rejection of an unsolicited, nonbinding all-stock acquisition proposal from Forward Industries. SkyAI said its committee and board believed the proposal was not in shareholders’ best interests.
Earlier crypto.news coverage described SkyAI’s initial plan to repurchase shares and warrants after disclosing the sale of roughly 1 million SOL. The Oct. 12 report distinguished company-confirmed disposals from exchange transfers identified by blockchain analysts, which did not independently establish completed sales.
Forward Industries reported in July that it had bought over 500,000 SOL during its fiscal third quarter, taking its holdings to 7.55 million SOL as of June 30. The company put its average acquisition price for those purchases near $79 per token.
In September, Forward said it completed a stock offering that raised $25 million in gross proceeds, with the financing intended to expand its Solana treasury. The transaction involved 3,125,000 common shares sold to an institutional investor.
SEC documents set separate limits for shares and warrants
SkyAI’s Schedule TO covers up to 48,311,489 common shares, 4,880,734 cash pre-funded warrants, 9,939,850 cryptocurrency pre-funded warrants and 3,955,293 strategic warrants.
The filing sets a $3 share price and deducts the $0.0001 exercise price for eligible warrants, giving a payment of $2.9999 per warrant before applicable withholding taxes. Together, the listed limits cover 67,087,366 securities.
The Offer to Purchase says the SOL liquidation finished Oct. 15 and describes the company’s focus on an AI finance platform. It warns that brokers may impose earlier participation deadlines than the formal expiration time, set at one minute after 11:59 p.m. New York City time on Oct. 29.
According to the offer document, the board has authorized the transaction but makes no recommendation on whether holders should tender. Participation is voluntary, and eligible holders may withdraw tendered securities before the offer expires.
