SkyAI has increased its proposed cash tender offer to approximately $214.3 million after reaching an agreement with major shareholder Bastion Trading. The company has also completed the sale of its entire Solana treasury to fund the transaction.
Under the October 27 agreement, Bastion and its affiliates have agreed to tender all their common shares and warrants under the revised offer. The deal also includes a three-year restriction preventing Bastion from taking certain actions to influence the company. SkyAI has extended the tender deadline to November 12, giving other eligible investors more time to participate.
The Nasdaq-listed company said it now holds around $223 million in cash after selling approximately 2 million SOL at an average net price of $107.20 per token. SkyAI has also ruled out buying Solana again after the tender offer is completed, bringing its cryptocurrency treasury strategy to an end.
SkyAI increases the tender offer to $214.3 million
Under the revised terms, SkyAI will purchase up to 100% of its outstanding cash pre-funded and cryptocurrency pre-funded warrants, compared with the previous limit of 95%. The purchase price remains $3.00 per warrant, minus the $0.0001 exercise price.
The company has also added its outstanding cash stapled and cryptocurrency stapled warrants to the offer for the first time. Both types have a $9.75 exercise price, and SkyAI will pay $0.17 in cash for each warrant tendered.
The terms for common shares and strategic warrants remain unchanged. SkyAI plans to purchase up to 95% of each class at $3.00 per share or strategic warrant, subject to the applicable exercise-price adjustment.
Each of the four security classes has a separate 50% minimum participation requirement. This means each class must independently meet its threshold, regardless of participation in the other classes.
If eligible holders tender all the securities covered by the offer, SkyAI expects to spend approximately $214.3 million. This is around $13 million more than the previous maximum of $201.3 million, mainly because the company expanded coverage to include additional warrants.
Bastion agrees to a three-year restriction
The agreement follows a disagreement over SkyAI’s original tender offer. Bastion had argued that the initial $3.00 price did not properly reflect the value of the company’s remaining assets and had called for a price of at least $3.50.
According to its October 27 statement, Bastion holds 4,649,745 common shares, 4,234,615 cash pre-funded warrants, and 5,384,615 cash stapled warrants. It has agreed to tender these securities and not withdraw them, subject to the agreement’s conditions.
As part of the settlement, Bastion cannot purchase additional SkyAI securities, nominate directors, submit shareholder proposals, or attempt to influence company management for three years.
The agreement also includes mutual releases and non-disparagement provisions. However, it will terminate if SkyAI fails to complete the tender offer.
Executive Chairman Paul Danner described the agreement as a constructive resolution. He said the revised terms also give holders of comparable warrants the same opportunity to receive cash.
SkyAI completes the sale of its Solana holdings
SkyAI confirmed that it sold approximately 2 million SOL at an average net price of $107.20 per token. At that average price, the sale represents roughly $214.4 million in proceeds.
The company began selling its holdings earlier in October, initially disposing of around 1 million SOL. Further sales followed, and SkyAI had reported that it no longer held any SOL by October 16.
The latest disclosure confirms that the company has completely exited its Solana treasury. It does not plan to restart its cryptocurrency buying strategy after completing the tender offer.
SkyAI reported approximately $223 million in cash, around $8.7 million more than the maximum proposed tender payment, before related expenses. The company plans to use its existing cash to fund the purchases and said the offer is not dependent on obtaining additional financing.
SKYA shares remain below the tender price
SkyAI shares closed at $2.91 on October 27, gaining 0.69% during the session. This was still $0.09 below the company’s $3.00 common-share tender price, a difference of approximately 3.1%.
The revised offer is scheduled to expire one minute after 11:59 p.m. New York City time on November 12, unless SkyAI changes the deadline.
The company plans to update its Schedule TO filing with the SEC to reflect the revised terms. Although SkyAI’s board approved the amendments, it has not recommended whether shareholders or warrant holders should participate. Investors must make their own decisions after reviewing the official tender documents.