SkyAI reported no SOL and $223.8 million in cash as of October 16, 2026, after disclosing a steep decline in its Solana holdings. The company is now offering to buy up to 95% of each of four eligible security classes, for maximum stated consideration of about $201.3 million. A major shareholder disputes the price and is pressing for a fuller account of what happened to the SOL.
- Holdings fell to zero: SkyAI’s October 19 SEC filing reported no SOL as of October 16.
- $3 per accepted security: The tender covers common shares and three warrant classes, subject to conditions and a $0.0001 warrant exercise-price deduction.
- Maximum consideration: Approximately $201.3 million before adjustments and expenses. That is not a guaranteed spend.
- Key gaps remain: The disclosures do not provide a complete account of the SOL dispositions or the tender’s eventual cost.
SkyAI’s reported SOL holdings fall to zero
In an October 19 exhibit filed with the U.S. Securities and Exchange Commission, SkyAI reported $223.8 million in cash and no SOL as of October 16. That marks a sharp shift for a company whose treasury strategy centered on holding Solana’s native token.
The company’s disclosures trace the decline, but stop short of a complete transaction-by-transaction account. On October 11, SkyAI said it had sold approximately 1 million SOL, about half of its reported holdings at the time. On October 14, it reported around 210, 000 locked SOL and $204.6 million in cash. By October 16, it reported no SOL and $223.8 million in cash.
The figures do not show exactly how the remaining SOL left the balance sheet. The available disclosures omit some relevant dates, quantities, execution prices, venues, and costs. They also do not establish whether all the remaining tokens were sold, rather than transferred or otherwise disposed of. The $19.2 million increase in reported cash between October 14 and October 16 should not be treated as an accounting of proceeds from the remaining SOL. The filings do not reconcile the change.
SkyAI’s historical figures offer context, but they do not fill that gap. At the end of 2025, the company reported approximately 2.08 million SOL, an aggregate cost basis near $403.1 million, and a year-end fair value of around $250.1 million. Those figures do not establish the proceeds or realized gain or loss from the October 2026 transactions.
From the strategy’s launch in August 2025 through June 30, 2026, SkyAI also reported more than $12 million in staking revenue, net of validator commissions. That income matters when assessing the strategy’s returns, but it does not show on its own whether the overall position was profitable after purchases, dispositions, and other costs.
What the $3 tender offer covers
SkyAI is offering $3 for each eligible share or warrant it accepts. For each accepted warrant, the company will deduct the $0.0001 exercise price. The offer covers up to 48, 311, 489 common shares, 4, 880, 734 cash pre-funded warrants, 9, 939, 850 cryptocurrency pre-funded warrants, and 3, 955, 293 strategic warrants.
Pre-funded warrants are contracts that can give holders the right to acquire shares for a very small additional payment. In this case, that payment is $0.0001. They are not common shares, and different warrant classes can carry different terms. SkyAI’s offer covers all three listed classes. According to the company, none trades on a national securities exchange or other market.
The maximum is 67, 087, 366 securities, or 95% of each eligible class. At $3 apiece, that comes to approximately $201.3 million in stated maximum consideration, before the warrant adjustment and related costs. That figure is a ceiling, not a commitment to spend the full amount. Actual spending will depend on participation, offer conditions, withdrawals, and any proration.
A tender offer is a company’s proposal to buy securities directly from holders on stated terms. SkyAI has separate minimum participation tests. At least 50% of the shares offered for tender must be tendered for the common-share offer. The two pre-funded warrant classes have a combined 50% minimum, while strategic warrants have a separate 50% minimum. Meeting one threshold does not satisfy another.
If more than 95% of a class is properly tendered and not withdrawn, SkyAI says it will prorate acceptances within that class. A holder may have fewer securities accepted than they submitted. The company says the offer has no financing condition and is no longer conditioned on SOL’s price, though other conditions remain.
The offer is scheduled to expire at 12:00 a.m. (midnight) New York City time on October 30, 2026, unless SkyAI extends it or terminates it earlier. Holders whose securities are held through a broker may need to provide instructions before then, so they should check their broker’s deadline.
Shareholder challenges the price and process
SkyAI common shares closed at $2.55 on Nasdaq on October 14. Compared with that closing price, the $3 offer is 45 cents higher, or approximately 17.6%. That dated comparison does not establish fair value or the premium to the market price when a holder makes a decision.
Bastion Trading said in an October 14 letter that it and its affiliates beneficially owned approximately 9.99% of SkyAI common stock, and challenged the offer. Bastion sought a price of at least $3.50, fuller disclosure of the SOL dispositions, board changes, and the exclusion of strategic advisor warrants. SkyAI’s announced offer includes strategic warrants and does not adopt Bastion’s requested price.
Bastion had earlier estimated SkyAI’s net asset value at around $3.30, using a $110 SOL assumption in part. That estimate predates the reported elimination of SkyAI’s SOL holdings, so it cannot simply be carried forward unchanged. The value of the continuing company depends on its current assets and liabilities, the securities outstanding, the tender’s costs, and the prospects of its operating business.
The dispute follows tensions at the company’s September annual meeting. Bastion said all five incumbent director nominees received more withheld than affirmative votes, and that shareholders rejected a proposed 2026 equity incentive plan. Under SkyAI’s plurality election standard, though, withheld votes did not automatically vacate the directors’ seats.
SkyAI’s board approved the tender but made no recommendation on whether holders should participate. The offer materials say officers and directors may participate on the same basis as other holders.
Cash per security is not a promised payout
SkyAI’s materials use an approximate count of 70.6 million shares and warrants outstanding in its mNAV calculation. At $3 per security, that implies a combined value of $211.8 million. Dividing that figure by the $223.8 million in net cash used by the company gives approximately 0.946, rounded to 0.95.
mNAV is a company-defined comparison between the securities’ value at the stated price and net cash. It does not promise that holders can redeem their securities for a proportional share of the cash. The calculation combines shares and warrants, which are different instruments, and does not make their rights or economic value identical.
A simple division of $223.8 million by 70.6 million gives about $3.17 per security. That is arithmetic, not a guaranteed payout. It does not account for all balance-sheet items, differences among security classes, transaction costs, or future operating needs.
If SkyAI accepted the full maximum of approximately $201.3 million from its reported $223.8 million in cash, about $22.5 million would remain before fees, expenses, working-capital changes, and other liabilities. This is an illustration based on the maximum offer, not a forecast of the company’s cash after the tender.
SkyAI had 50, 854, 199 common shares issued and outstanding as of October 14. If it bought the full 48, 311, 489-share allotment, the offer document estimates that 2, 542, 710 common shares would remain. The company says its common stock is expected to remain listed on the Nasdaq Capital Market and registered under U.S. securities law. It has not described a plan to go private. The final share count and public float, and any effect on trading volume and spreads, will depend on participation and acceptances.
A Solana-based business is different from a SOL treasury
SkyAI began its treasury strategy as Sharps Technology. In August 2025, it raised more than $400 million in a private placement tied to building a corporate SOL reserve. Disclosures cited in Bastion’s October 14 letter show that SkyAI was still describing a treasury of more than 2 million SOL as recently as September 14.
SkyAI now says it plans to develop a financial platform combining stablecoin rails on Solana with artificial intelligence. Building a business on Solana is different from holding SOL as a treasury asset. A company can use the network without keeping its native token on its balance sheet.
The tender materials do not quantify the proposed platform’s customers, revenue, product status, or operating cash needs. The plan could give SkyAI a path beyond its treasury strategy, but investors still need evidence of what the business does and what it can earn.
Key questions and answers
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Does SkyAI still hold SOL?
No. Its October 19 SEC exhibit reported no SOL as of October 16, 2026. The disclosures do not fully explain how every token left the company’s holdings.
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How much is SkyAI offering?
$3 for each accepted share or eligible warrant, with a $0.0001 exercise-price deduction for warrants. The maximum stated consideration is approximately $201.3 million before adjustments and expenses.
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Is the tender guaranteed to proceed?
No. Separate minimum participation thresholds apply to common shares, the combined pre-funded warrant classes, and strategic warrants. Other offer conditions and possible proration also affect the result.
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Has SkyAI explained its SOL dispositions in full?
No. The disclosures show holdings falling to zero and cash rising, but do not provide a complete account of dates, quantities, prices, venues, costs, and proceeds.
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Does the tender mean SkyAI is going private?
The company says it expects to remain listed on Nasdaq and registered under U.S. securities law. The eventual share count and public float are not yet known.
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When is the offer scheduled to expire?
At midnight New York City time on October 30, 2026, unless extended or terminated earlier. Broker-held securities may require earlier instructions.
The open questions are concrete: how SkyAI disposed of its remaining SOL, how much cash the tender will use, and whether the business it plans to build can support the company after the treasury strategy ends. Until SkyAI provides a fuller accounting and more detail on the platform, neither the “cash-rich reset” case nor the bearish case has enough numbers to settle the argument. Related crypto market attention around Solana does not answer those company-specific questions.
