Bastion’s challenge centers on whether SkyAI’s directors can account for oversight of the company’s completed Solana (SOL) sale and tender-offer terms, alongside its request for a higher common-share price.
In a letter to SkyAI, Bastion asked Executive Chairman Paul K. Danner III and directors Soren Bo Christiansen, Timothy J. Ruemler and Jason L. Monroe to demonstrate meaningful oversight of the asset sale and tender-offer terms. Bastion said the four should resign if they could not do so. If they believe shareholders still support them, Bastion asked Danner to call a special meeting so investors can decide who serves on the board.
SkyAI reported that it had sold all its SOL holdings and held about $223.8 million in cash as of Oct. 16. It launched the tender offer that day at $3 for each common share. For each eligible warrant, the payment is $3 minus the warrant’s $0.0001 exercise price. The offer covers up to 95% of each of four security classes: common shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants. A fully subscribed offer would cost about $201.3 million.
Bastion wants at least $3.50 per common share, 50 cents above the current offer price, or about 16.7% more. It also wants SkyAI to raise the acceptance ceiling for both pre-funded warrant classes to 100% and exclude strategic advisor warrants. Bastion says the warrant changes would benefit common shareholders and pre-funded warrant holders. It and certain affiliates say they beneficially own approximately 9.99% of SkyAI’s outstanding common stock.
SkyAI’s board has said the caps leave securities outstanding and preserve cash for operations; it cited liquidity for holders and a return of capital among the reasons for the offer. The dispute follows Bastion’s earlier demands over SkyAI’s tender price and warrant terms. The offer is due to expire Oct. 29 unless SkyAI extends or ends it sooner.
