Bastion Trading Won't Tender Into SkyAI's $3.00 Offer, Demands Disclosure of SOL Sales

Bastion Trading Limited, which says it owns about 9.99% of SkyAI (Nasdaq: SKYA) together with its affiliates, said on 14 October 2026 that it does not intend to tender its shares into SkyAI's planned $3.00 cash tender offer. In an open letter published that morning, Bastion urged other SkyAI stockholders to stay out as well until the company discloses the details of its recent SOL sales, adds new independent directors and raises the offer price to at least $3.50.

SkyAI announced the offer on 11 October, alongside its disclosure that it had sold about half of its SOL and its rejection of a takeover proposal from Forward Industries, as we reported on 12 October. The offer has not started. SkyAI had not responded to Bastion in any filing or press release we found by about 15:30 UTC on 14 October. Its SEC filings list showed a pre-launch tender offer communication (Form SC TO-C) filed on 13 October, but no Schedule TO, the statement that formally opens an offer.

SkyAI's SOL treasury: from more than 2 million to about 600,000 in a month

Bastion's central complaint is about the speed and disclosure of SkyAI's SOL sales, and the company's own documents show how quickly the treasury shrank.

On 14 September 2026, four days before its annual meeting, SkyAI said in a statement that it "continues to hold more than two million SOL as its primary treasury reserve asset," nearly all of it staked. Its 11 October tender offer announcement said it had "recently sold approximately 1M Solana tokens, representing approximately 50% of its Solana holdings," held about 1 million, and "may continue to sell depending on market conditions."

Two days later, a Form 8-K filed on 13 October put the figure lower: "SKYAI retains approximately 600,000 SOL and has approximately 80% of the cash required for the Offer." The 8-K gives that figure "as of the date of this report" and does not say when the further reduction happened or at what prices. SkyAI has not explained the gap between the two figures.

Going from more than 2 million SOL to about 600,000 means at least 1.4 million SOL left the treasury, roughly 70% by our arithmetic, which matches the "approximately 70%" Bastion cites. At SOL's price of about $104 on 14 October, per Solana Compass's SOL token data, the remaining 600,000 SOL would be worth about $62 million, also our arithmetic.

Bastion says SkyAI "tucked" these disclosures into the end of the tender announcement and the 8-K. In its words, stockholders "learned that approximately 70% of those treasury holdings had been sold, without being told when the sales occurred, at what prices, what proceeds were realized, or how the transactions were approved." Bastion says the sales raise questions about SkyAI's compliance with securities law and Nasdaq disclosure rules, and calls them "a fundamental departure" from the company's stated digital asset treasury strategy. Those are Bastion's allegations; no regulator or court has made such a finding.

Bastion Trading's demands: SOL sale disclosure, a new board and a $3.50 price

Before the offer launches, Bastion wants SkyAI to disclose every recent SOL sale: dates, quantities, average prices, gross and net proceeds, how the board approved the sales, and how much of the remaining SOL is liquid versus locked. It also wants an independent review of those sales, with the findings made public.

On governance, Bastion is asking for new directors identified by stockholders and an independent special committee, with its own lawyers, to run the offer. Bastion points to SkyAI's 18 September annual meeting, where every director received more votes withheld than in favour, as we covered at the time. Bastion says it held "preliminary discussions" with management after a 30 September call for board changes, and that they were "unproductive."

On the offer terms, Bastion wants:

• a price of at least $3.50 per share or eligible warrant, against its own estimate of net asset value of about $3.30 per share, which assumes a SOL price of $110
• strategic advisor warrants excluded from the offer
• directors, executive officers and the strategic advisor barred from tendering
• the condition that SOL close above $100 removed, along with the requirement that at least 50% of each class is tendered
• the cap on pre-funded warrants raised from 95% to 100%

Bastion calls the $100 SOL condition a source of "unnecessary uncertainty" that gives SkyAI "excessive flexibility to abandon the tender offer based on short-term movements in the SOL market price."

SkyAI strategic advisor warrants and Bastion's own stake

The warrant dispute is the most pointed part of the letter. Bastion says the strategic advisor warrants were granted without cash payment to Sol Markets, which it says is controlled by James Zhang, brother of SkyAI director and chief investment officer Alice Zhang. It adds that Sol Ege Limited, another entity it says James Zhang controls, received a $10 million upfront payment under a 20-year consulting agreement, citing SkyAI's 10-K. Bastion argues it would be "fundamentally unfair" for that party to also cash out warrants through an offer funded by SOL sales.

SkyAI addressed the arrangement before the annual meeting. In its 14 September statement, the company said the consultant and strategic advisor agreements were reviewed by the board with independent advisors and signed on 25 August 2025, before its private placement closed. It said the advisor warrants cover 6,321,367 shares, and that the strategic advisor "has not sold any shares or warrants" and holds no hedges.

Bastion also has money on the line. Its Schedule 13D filed on 3 September 2026 shows it bought into SkyAI's August 2025 private placement at $6.50 per share and $6.4999 per pre-funded warrant, more than double the $3.00 offer price. A higher tender price or a different board would directly benefit its position.

SkyAI's case for the offer is liquidity. Its announcement says $3.00 is a 65% premium to the 9 October close, and describes the offer as a way to give holders who want to sell an exit while preserving the opportunity for continuing shareholders to benefit from future value creation. SkyAI and its board make no recommendation on whether holders should tender.

The $100 SOL condition and what comes next for the SKYA tender offer

The offer only proceeds if SOL's closing price stays above $100 for the whole offer period. SOL was trading at about $104 at 15:22 UTC on 14 October on our token data. That is about 4% above the condition and about 5% below the $110 price Bastion used for its NAV estimate. SOL's daily close has fallen from about $122 on 4 October to about $107 on 13 October on our data.

Our daily closes use UTC days and may differ from the reference price set out in the final offer documents.

SkyAI expects to start the offer on or about 15 October 2026 and keep it open for 10 business days unless it is extended. The Schedule TO will carry the final terms, which may differ from the announcement. Bastion says it is "prepared to pursue all available legal remedies" if SkyAI does not act, and lists the law firms Olshan Frome Wolosky and Quinn Emanuel as its contacts.

For the Solana market, the figures that matter are SkyAI's own. A listed company that held more than 2 million SOL in mid-September says it now holds about 600,000 and may sell more, while a holder of nearly a tenth of its stock asks in public when, how and at what prices the rest was sold.

This article is news reporting and is not an offer to buy or a solicitation of an offer to sell any security. SkyAI says the tender offer will be made only through the materials it files with the SEC.