Bastion Demands SkyAI Raise Tender Offer to $3.50 and Rebuild Board

Bastion challenges SkyAI tender terms

Bastion Trading is pressing Solana treasury company SkyAI to raise its proposed cash tender offer to at least $3.50 per share, up from $3, and to overhaul its board before the offer launches around Oct. 15.

The proprietary trading firm said in an Oct. 14 statement that it and certain affiliates own approximately 9.99% of SkyAI's outstanding common stock. Bastion said it will not participate in the tender unless its concerns are addressed and urged other shareholders to hold off as well.

At the same time, SkyAI's latest SEC filing reported only about 600,000 SOL remaining in its treasury and roughly 80% of the cash needed to fund the proposed offer. That is a sharp drop from more than 2 million SOL reported on Sept. 14, when the company said nearly all its SOL was staked to generate revenue.

Key numbers

• Bastion ownership: approximately 9.99% of SkyAI's outstanding common stock
• SOL remaining: about 600,000, down from over 2 million on Sept. 14
• Cash coverage for the offer: about 80%
• Proposed tender spend: up to approximately $201 million to repurchase 95% of each covered class of shares and warrants
• Bastion's estimated net asset value: about $3.30 per fully diluted share, based on an assumed SOL price of $110

What the SEC filings show

SkyAI's Oct. 13 securities filing says it had sold approximately 1 million SOL by Oct. 11 and initially retained about 1 million, according to the article. The company later reported only about 600,000 SOL remaining, which Bastion characterized as a disposal of roughly 70% of its treasury in less than a month.

Bastion demanded disclosure of sale dates, quantities, realized prices, proceeds, transaction costs and the board's approval process. It also called for an independent review of the transactions.

Governance demands

Bastion wants independent directors identified by shareholders to be appointed before the tender begins, with an independent special committee overseeing pricing, funding and potential conflicts of interest.

The demand follows SkyAI's September annual meeting, where filed voting results showed all five directors received more withheld votes than votes in favor, although all five were elected.

Bastion also said strategic advisor warrants should be excluded from the tender, that incumbent directors, executive officers, the strategic advisor and their affiliates should not participate, and that the purchase cap for pre-funded warrants should be raised to 100% so those holders can exit fully.

Disagreement over price and conditions

SkyAI says its proposed $3 price represents a 65% premium to its Oct. 9 closing share price. Bastion argues the price is too low based on its own valuation estimate of about $3.30 per fully diluted share.

SkyAI's announcement includes two conditions that Bastion wants removed: at least 50% of each security class must be tendered and not withdrawn, and SOL's closing price must stay above $100 throughout the offer period. SkyAI's filing says it may waive those conditions.

What remains uncertain

The tender terms remain preliminary. SkyAI expects to file definitive materials by Oct. 15 and keep the offer open for 10 business days unless extended or terminated early. The filing cautions that the offer may not commence.

Why this matters

The dispute highlights growing tension between SkyAI's management and a major shareholder over how the company is liquidating its Solana treasury and whether the proposed buyback terms are fair. The outcome could affect how other shareholders view the offer and whether the tender proceeds as planned.

What happens next

SkyAI plans to file definitive tender materials by Oct. 15. If the offer launches, it will remain open for 10 business days unless extended or terminated early.

Sources

• The Defiant

Read also: Major shareholder demands answers from SkyAI after Solana treasury drops 70% in a month