Bastion Trading, a shareholder with nearly 10% of Solana treasury company SkyAI, has asked the company to account for a rapid decline in its SOL reserves before proceeding with a proposed $3-per-share tender offer. Bastion said it will not tender its shares or warrants until SkyAI provides transaction-level details on recent Solana sales and explains how those sales were approved.
The request puts SkyAI’s planned return of up to roughly $200 million to shareholders under greater scrutiny. The company has said it intends to fund the repurchase by selling SOL and buying back as much as 95% of its outstanding shares and warrants, but its disclosed token balance has fallen sharply in less than a month.
In a Wednesday release, Bastion requested the dates, quantities, execution prices and proceeds for every recent SOL sale. It also asked SkyAI to identify the executives or directors who authorized the transactions, repeating an earlier call for changes to the company’s board.
SkyAI’s disclosed holdings have dropped from more than 2 million SOL on Sept. 14 to about 600,000 SOL in a Tuesday 8-K filing. That represents a decline of about 70% from the September figure.
A 400,000 SOL gap after the buyback announcement
SkyAI said on Sept. 14 that it held more than 2 million SOL, valued at about $207 million at the time, and that it remained committed to a Solana-focused treasury strategy. Less than a month later, the company announced plans to repurchase shares and warrants, saying it had sold approximately 1 million SOL and retained roughly 1 million SOL.
The subsequent 8-K listed SkyAI’s remaining balance at about 600,000 SOL. The difference between the roughly 1 million SOL balance cited in the Oct. 11 buyback announcement and the 600,000 SOL figure in the filing amounts to about 400,000 SOL.
Bastion’s demand focuses on that change in the disclosed balance. The shareholder asked for a full accounting of sales, including the amount of cash generated and the price at which the SOL was sold. Such details would help shareholders assess how much capital remains available for the tender offer and whether sales were conducted in line with the company’s stated strategy.
SkyAI’s public filings have linked the planned repurchase to proceeds from SOL sales. The company has proposed offering $3 per share while seeking to acquire up to 95% of its outstanding common stock and warrants. Bastion has requested that the company increase the offer to at least $3.50 per share.
The $3 proposal represented a 65% premium to SkyAI’s Oct. 9 closing share price, according to the materials describing the offer. A premium tender can give shareholders an opportunity to exit at a higher price, but it also places greater weight on the company’s ability to raise and preserve sufficient cash before the offer closes.
SOL price condition adds pressure to the plan
SkyAI’s filings state that the tender offer is subject to a condition tied to Solana’s market price: SOL must remain above $100 for the transaction to proceed. That provision connects the company’s corporate action directly to the volatility of the token it has been selling.
A fall below that threshold could interrupt or prevent the buyback under the terms described in the filings. The condition also complicates the company’s treasury strategy, since SkyAI is relying on SOL sales to finance the tender while the market value of its remaining reserve affects whether the transaction can be completed.
Bastion’s objections are therefore not limited to the number of tokens sold. The firm is challenging the quality of disclosure surrounding a plan that depends on both prior sale proceeds and the market value of the remaining SOL holdings.
The shareholder also requested that certain strategic-advisor warrants be excluded from the tender. Bastion said the warrants were granted to a company controlled by the brother of SkyAI’s chief investment officer, whose surname is Zhang. It raised the issue alongside its request for details of the SOL transactions and changes to the board.
Board faces renewed shareholder pressure
The dispute follows a September shareholder vote in which each of SkyAI’s five directors received more votes withheld than votes cast in support. The directors remained in office because the ballot did not include a mechanism allowing shareholders to remove them.
That vote did not automatically force board departures, but it gave Bastion a clear basis to renew its demand for governance changes. By tying the board issue to the token sales and tender offer, Bastion is arguing that shareholders need greater oversight before SkyAI distributes most of its equity through a buyback.
SkyAI’s reported SOL holdings have changed quickly: more than 2 million SOL in mid-September, about 1 million SOL when the buyback was announced, and roughly 600,000 SOL in the later 8-K. The company’s next response will determine whether it provides the trade-by-trade information Bastion has sought or asks shareholders to proceed with the tender based on its existing disclosures.
For SkyAI shareholders, the immediate questions are practical rather than theoretical: how much cash the SOL sales produced, whether enough remains to support the proposed tender, and whether the company can satisfy the SOL price condition attached to the offer.
Curious how Solana fits into institutional portfolios? Explore its growing role in treasuries in this Solana ETF guide.
Disclaimer: The content on this page is provided for general informational purposes only and does not represent the views or financial advice of Toobit. We make no guarantees regarding the accuracy or completeness of this information and shall not be held liable for any errors, omissions, or outcomes resulting from its use. Investing in digital assets involves risk; users should independently evaluate their financial situation and the risks involved. For further details, please consult our Terms of Service and Risk Disclosure.
