SkyAI Raises Tender Offer to $214M After Bastion Settlement and Solana Treasury Exit

1 hour ago 2 sources neutral

Key takeaways:

  • SkyAI's Solana exit removes ~2M SOL treasury demand, signaling structural liquidation rather than tactical rotation.
  • Bastion standstill reduces governance risk but highlights SKYA's valuation gap below the $3.00 tender.
  • Watch SOL liquidity and SKYA tender arbitrage as the November 12 deadline approaches.

SkyAI has expanded its proposed cash tender offer to approximately $214.3 million after reaching a settlement with major shareholder Bastion Trading, while also completing the sale of its entire Solana treasury to fund the transaction.

The revised terms were announced on October 27. Bastion and its affiliates agreed to tender all their common shares, pre-funded warrants and stapled warrants under the amended offer, and accepted a three-year standstill that restricts them from acquiring additional SkyAI securities, nominating directors, submitting shareholder proposals or seeking influence over management. The tender deadline has been moved to November 12, giving other eligible investors additional time to decide whether to participate.

SkyAI sold approximately 2 million SOL at an average net price of $107.20 per token, representing roughly $214.4 million in proceeds. The company said it holds approximately $223 million in cash after the sales and has ruled out repurchasing Solana once the tender closes, ending a treasury strategy that previously formed a central part of its investment proposition.

Under the updated offer, SkyAI increased proposed purchases of cash pre-funded and cryptocurrency pre-funded warrants from 95% to 100% of each outstanding class at $3.00 per warrant, less the $0.0001 exercise price. For the first time, the offer includes outstanding cash stapled and cryptocurrency stapled warrants, both with a $9.75 exercise price, at $0.17 in cash per warrant. Common shareholders and holders of strategic warrants retain their existing terms, with SkyAI intending to purchase up to 95% of each class at $3.00 per share or strategic warrant.

Bastion had previously opposed the original tender proposal, arguing that the $3.00 offer undervalued the company's remaining assets and calling for a price of at least $3.50. The settlement includes mutual releases and non-disparagement provisions and terminates if SkyAI fails to complete the tender. Executive Chairman Paul Danner called the deal a constructive resolution and said the revised terms give holders of comparable warrants the same opportunity to receive cash.

SKYA shares closed at $2.91 on October 27, about 3.1% below the $3.00 common-share tender price. SkyAI's board approved the tender amendments but made no recommendation on whether security holders should participate.

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