Bastion Trading, a 9.99% shareholder of Solana treasury company SkyAI (Nasdaq: SKYA), is challenging the company’s $3.00-per-share tender offer and demanding disclosure of the roughly 70% of its Solana (SOL) holdings sold in under a month. In an October 14 letter, the activist investor asked SkyAI to raise the offer to at least $3.50 per share or eligible warrant, add independent directors to a special committee, and explain when, at what prices, and how the SOL sales were approved.
The letter lands three days after SkyAI announced the tender on October 11, a move that had already rejected a takeover bid from Forward Industries. Bastion argues the terms are unfair and that a board which lost stockholder support should not run the transaction.
Why Bastion Says the $3.00 Offer Is Too Low
Bastion pegs SkyAI’s net asset value at roughly $3.30 per share and wants the tender price lifted to at least $3.50. The estimate assumes SOL at $110 and counts SOL holdings plus cash, minus liabilities, divided by the fully diluted share count, according to the letter.
The investor also wants two conditions removed: a $100 SOL price condition that lets the company abandon the tender on short-term price moves, and a 50% minimum participation threshold for each security class. It separately objects to strategic advisor warrants held by Sol Markets, an entity controlled by James Zhang, the brother of SkyAI director and chief investment officer Alice Zhang, arguing those warrants should not be cashed out on the same footing as shares held by outside investors.
The 70% SOL Sell-Off at the Center of the Dispute
The sharper claim concerns disclosure. SkyAI’s tender announcement revealed it had sold about one million SOL, roughly half its treasury, but a Form 8-K filed October 13 showed only about 600,000 SOL remained. That implies roughly 70% of the treasury was sold in under a month, Bastion said, weeks after SkyAI reaffirmed its Solana digital asset treasury strategy on September 14 with more than two million SOL on hand.
Bastion contends stockholders were never told the dates of the sales, the realized prices, or how the disposals were approved, and that the sequence raises questions under securities laws and Nasdaq disclosure rules. SkyAI has not yet publicly answered the letter.
What the Numbers Leave Open
The fight is not one-sided. Bastion’s $3.30 NAV depends on a $110 SOL assumption; with SOL trading near $104.79 on October 14, the implied value would come in lower, though a precise recalculation needs SkyAI’s full balance sheet. The definitive tender offer documents had not been filed when the letter was issued, so the final price, funding, and conditions remain unpublished.
Bastion also leans on the annual-meeting vote it cites: all five incumbent directors received more withhold than for votes, in some cases nearly three to one. Whether that converts into a revised offer or a reconstituted board is now the open question.
What Happens Next
Bastion says it will not tender under the current terms and is “prepared to pursue all available legal remedies.” The next signals are SkyAI’s formal response, whether an independent special committee is formed, and the tender offer filing that will lock in the final terms. The dispute over SkyAI’s SOL treasury echoes a broader push by public companies to hold crypto on their balance sheets, including Forward Industries’ own $25 million Solana treasury build-up.
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