SkyAI plans to sell the rest of its Solana treasury and expects to hold no SOL after completing a cash tender offer worth up to approximately $201 million. The Nasdaq-listed company held about 210,000 locked SOL as of Oct. 14, down from the more than 2 million SOL it reported a month earlier.
The company’s latest announcement sets a $3 cash price per eligible share or warrant and targets up to 95% of each class. The offer is scheduled to begin after the market closes on Oct. 15, when SkyAI plans to file its Schedule TO tender offer statement with the Securities and Exchange Commission.
The planned exit faces opposition from Bastion Trading, which says it and its affiliates own approximately 9.99% of SkyAI’s common stock. The investor wants a higher price, more disclosure about SOL disposals, and changes to the board before it will participate.
From SOL Reserves to Cash
SkyAI held approximately $204.6 million in cash on Oct. 14 after selling liquid and locked SOL over the preceding few days through BitGo, Anchorage, and Coinbase. Those sales averaged $107.51 per token, net of fees, and preceded the planned sale of its final 210,000 locked SOL.
SkyAI had reaffirmed its SOL treasury strategy just a month earlier. Its Sept. 14 proxy materials listed more than 2 million SOL as its primary treasury reserve asset, with nearly all of it staked through institutional validators. The company planned to use staking revenue to fund treasury operations and corporate expenses, along with research and development.
SkyAI had sold about 1 million SOL and retained about 1 million by the time of its Oct. 11 tender offer announcement. Bastion subsequently cited an Oct. 13 Form 8-K showing approximately 600,000 SOL remaining. SkyAI’s Oct. 14 update put the balance at 210,000 locked SOL.
SkyAI plans to focus after the offer on the AI financial platform announced in May. The planned platform would combine stablecoin payment rails on Solana with AI, so the company would continue building on Solana after selling its SOL treasury.
A Dispute Over Price and Oversight
In its Oct. 14 statement, issued before SkyAI’s evening update, Bastion called the roughly 70% treasury reduction disclosed by Oct. 13 a departure from the company’s stated strategy. It sought sale dates, quantities, realized prices, gross and net proceeds, transaction costs, and details of board approvals, alongside an independent review.
Bastion wants at least $3.50 per share or eligible warrant, based on its estimate of approximately $3.30 in net asset value per fully diluted share with SOL at $110. SkyAI’s later calculation used $204.6 million in cash and 210,000 locked SOL valued at a 10% discount to $103, a different asset snapshot and valuation.
SkyAI put its $3 offer at approximately 0.95 times net asset value. Its calculation multiplies the offer price by approximately 70.6 million outstanding shares and covered warrants, then divides by its stated net cash and digital assets. The ratio compares the offer’s value across both shares and covered warrants with the underlying assets. The two sides’ estimates use different bases and cannot be compared directly.
Bastion also wants SkyAI to exclude strategic advisor warrants and bar insiders from tendering. Bastion says SkyAI granted those warrants without cash consideration to Sol Markets, which James Zhang controls. He is the brother of SkyAI director and Chief Investment Officer Alice Zhang. SkyAI’s September proxy materials state that independent advisers had reviewed the advisor arrangements and that covered related-party transactions require Audit Committee approval.
Bastion is seeking new independent directors and an independent committee to oversee the offer. It says all five incumbent director nominees received more withhold votes than votes in favor at the 2026 annual meeting. Bastion will not tender unless SkyAI addresses its concerns and has urged other shareholders to withhold participation as well.
Offer Conditions and Timing
The Oct. 11 terms called for buying up to 46.37 million common shares and 20.72 million warrants, or up to 95% of each covered class. The $3 price was a 65% premium to SkyAI’s Oct. 9 closing share price and more than double its 60-day volume-weighted average price as of that date.
Those announced terms require at least 50% of each class to be validly tendered and not withdrawn, and SOL to remain above $100 during the offer period. Bastion wants both conditions removed, as well as a 100% tender limit for pre-funded warrants. The Oct. 14 update refers holders to the forthcoming offer documents for the conditions, including the minimum for each class.
SkyAI’s board also rejected Forward Industries’ latest nonbinding acquisition proposal of 0.306 FWDI shares per SkyAI share. The company disclosed the rejection on Oct. 11, saying the board considered the proposal too low.
The tender offer is scheduled to expire one minute after 11:59 p.m. New York time on Oct. 29, unless extended or terminated earlier. Eligible warrant holders may tender warrants directly without first exercising them into common stock. Holders using a broker or other nominee must obtain tender instructions from that intermediary; MacKenzie Partners is the offer’s information agent and depositary.
