SkyAI Settles With Bastion Trading, Extends $3.00 Tender Offer to November 12 and Adds Warrants

SkyAI (Nasdaq: SKYA) has settled its dispute with Bastion Trading Limited, the activist holder that spent October fighting its $3.00 cash tender offer. In a 27 October 2026 release, SkyAI said Bastion and certain affiliates signed a tender support and settlement agreement under which Bastion will tender all of its common stock, pre-funded warrants and stapled warrants, and accept a three-year standstill. In return, SkyAI is widening the offer to cover all of its pre-funded warrants and both classes of stapled warrants, and pushing the expiry from 29 October to 12 November 2026. The $3.00 price does not change.

Bastion confirmed the deal in its own release half an hour later. The settlement closes a fight we have followed since SkyAI sold about 1 million SOL and announced the tender on 12 October. Two days later Bastion said it would not tender, and on 21 October it told Executive Chairman Paul Danner and three directors to explain the SOL liquidation or resign.

What changes in SkyAI's amended $3.00 tender offer

SkyAI's 27 October release lists three amendments. The price and the 95% cap for common stock and strategic warrants stay as they were.

• Pre-funded warrants, in both the cash and cryptocurrency classes, can now be tendered up to 100% of each class, up from 95%, at $3.00 less the $0.0001 exercise price.
• Two new classes are added: cash stapled warrants and cryptocurrency stapled warrants, each with a $9.75 exercise price, bought at $0.17 per warrant in cash for up to 100% of each class.
• The offer now expires one minute after 11:59 p.m. New York time on 12 November 2026, unless extended again or terminated early.

A pre-funded warrant is one whose exercise price has almost all been paid upfront, so SkyAI prices it like a share, less the $0.0001 still owed. The stapled warrants are a different instrument: buying a share with one would cost $9.75, more than three times the $3.00 offer price, and SkyAI is offering $0.17 for each.

Each class of common stock, strategic warrants and pre-funded warrants still needs a 50% minimum subscription within that class to be accepted, and each class is judged on its own. If everything sought is tendered, SkyAI says it will pay about $214.3 million from cash on hand, up from the roughly $201.3 million maximum in its 19 October commencement release. The offer has no financing condition.

Bastion's three-year standstill and what it gave up

In its release, Bastion described itself as the holder of 4,649,745 shares, 4,234,615 cash pre-funded warrants and 5,384,615 cash stapled warrants. Under the agreement, as SkyAI describes it, Bastion will tender all of them and not withdraw, at the same price and with the same possible proration as every other holder of each class.

For three years from signing, Bastion agrees not to buy SkyAI securities, nominate directors, submit shareholder proposals, solicit proxies, seek board seats or otherwise try to influence management. The agreement also carries mutual non-disparagement covenants and mutual releases, and Bastion agrees not to bring any proceeding relating to the offer. The agreement ends if SkyAI does not complete the offer.

Set against Bastion's 14 October demands, the settlement meets one of them in full: the 100% cap for pre-funded warrants. Bastion had also asked for at least $3.50 per share, for the strategic advisor warrants to be excluded, for insiders to stay out of the tender and for the 50% minimum conditions to go. None of those appear in the amended terms SkyAI published. Neither 27 October release mentions board changes or the special meeting Bastion called for on 21 October.

Ningxiang Zhang, Bastion's chief executive, called the amendments "a fair and balanced outcome" in Bastion's release and said the deal gives Bastion "a clear and orderly exit". He put the combined terms for pre-funded and stapled warrants at "1x mNAV", meaning a price equal to SkyAI's net asset value. That is Bastion's calculation; SkyAI's 19 October release put the $3.00 price at about 0.95 times net asset value. Danner said in SkyAI's release that expanding the offer ensures "all holders of our pre-funded warrants and stapled warrants have the same opportunity to receive cash for their securities on equal terms."

SkyAI's 2 million SOL exit and its no-repurchase pledge

The release also gives the fullest account yet of the SOL sales Bastion had demanded details of. In the weeks before the offer began on 16 October, SkyAI says, it sold about 2 million SOL at an average price of $107.20 per SOL net of fees. It holds about $223 million in cash and no SOL, and says that after the offer closes it "will not be repurchasing SOL." When we reported the completed sale on 19 October, SkyAI had not given an average price.

SkyAI, formerly Sharps Technology, was the fifth-largest Solana treasury company before the sales, according to The Block. The no-repurchase line goes a step past selling: it rules out rebuilding the treasury once the tender is done. SkyAI now describes itself as an artificial intelligence company building an agentic finance platform for the Global South. Bastion's 14 October letter points out that SkyAI's 14 September proxy materials had reaffirmed its Solana SOL$103.07+2.2% digital asset treasury strategy and reported more than two million SOL. For reference, SOL traded at about $102 on the morning of 28 October, according to Solana Compass token data.

When the SkyAI tender offer expires and what to watch

SkyAI says it will file an amendment to its Schedule TO, the SEC tender offer statement, describing the new terms in full. As of 07:30 UTC on 28 October, SkyAI's most recent tender filing on the SEC's EDGAR system was still its 20 October amendment. Investing.com's report on the amended offer carries the same 12 November expiry and $214.3 million maximum.

SkyAI's board has approved the offer and the amendments but, per the release, makes no recommendation on whether holders should tender. The offer is made only through the Offer to Purchase and related materials filed with the SEC. The open items are the amended filing, and whether each class clears its 50% minimum by 12 November.