Bastion Trading, holding 9.99 percent of SkyAI, will not participate in the company's proposed shareholder tender offer and is demanding a higher price, board overhaul, and full disclosure of massive Solana sales.
SkyAI announced plans to repurchase up to 95 percent of its outstanding shares and eligible warrants at $3 per share, with a maximum outlay of about $201 million. Bastion is calling that price inadequate and the governance structure compromised.
The central issue: SkyAI's Solana holdings have cratered. The company initially reported selling about 1 million SOL—roughly half its treasury. A subsequent regulatory filing revealed only around 600,000 SOL remaining, implying SkyAI dumped approximately 70 percent of its Solana treasury in less than one month. This directly contradicts SkyAI's prior public commitment to its Solana strategy, when it stated holdings exceeding 2 million SOL.
Bastion is demanding granular disclosure on those sales: timing, average execution prices, total proceeds, transaction costs, and the internal approval process. The investor also wants an independent review of the transactions before any tender commences, arguing shareholders lack critical information to properly evaluate the offer.
On governance, Bastion argues SkyAI's board lacks the legitimacy to oversee such a capital restructuring. All five incumbent directors received more withhold votes than votes in favor at SkyAI's 2026 annual meeting. Bastion demands a refreshed board with new independent directors and establishment of an independent special committee to oversee the tender process.
Bastion is also pushing for economic concessions: raising the tender price from $3 to at least $3.50 per share, which it argues better reflects SkyAI's estimated net asset value of about $3.30 per share. The investor further demands removal of a $100 SOL price condition, elimination of a 50 percent minimum participation threshold, exclusion of strategic-advisor warrants, and a ban on insiders tendering any securities they hold.
This dispute compounds SkyAI's strategic pressure. The company previously rejected an unsolicited all-stock takeover bid from Forward Industries. Now the battle hinges on whether shareholders will accept tender terms given the large-scale Solana liquidation and governance questions.
