SkyAI Enters into Tender Support and Settlement Agreement with Bastion Trading Limited; Extends Cash Tender Offer to All Pre-Funded Warrants and Includes All Stapled Warrants
SkyAI holds approximately $223 million in cash, and the amended offer has no financing condition.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
SkyAI (SKYA) agreed with Bastion Trading to expand its cash tender offer, with potential purchases totaling approximately $214.3 million. Bastion committed to tender all its common shares, pre-funded warrants and stapled warrants without withdrawal, and accepted a three-year standstill.
SkyAI will increase purchases of each pre-funded warrant class from 95% to up to 100%, at $3.00 less the $0.0001 exercise price. It will add both stapled warrant classes at $0.17 each. Common stock and strategic warrant terms remain unchanged: up to 95% at $3.00 per share or $3.00 per warrant less its $0.0001 exercise price. Those classes and both pre-funded warrant classes each require 50% participation independently. The extended deadline is one minute after 11:59 p.m. New York City time on November 12, 2026, unless further extended or earlier terminated. Purchases and related expenses will use cash on hand.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.The amended tender offers holders a cash exit totaling approximately $214.3 million if all securities sought are tendered. 1.7× market cap
- Moderate pointBastion committed to tender all its common shares, pre-funded warrants and stapled warrants without withdrawal.
- Moderate pointBastion accepted a three-year standstill restricting securities purchases, board representation and efforts to influence management or policies.
- Minor point. Forward-looking: it has not happened yet and may not happen.Both pre-funded warrant classes expand from 95% to up to 100%, at $3.00 less the $0.0001 exercise price.
- Minor point. Forward-looking: it has not happened yet and may not happen.Both stapled warrant classes gain eligibility for up to 100% purchases at $0.17 each; exercise price is $9.75.
2 minor points
- Minor point. Forward-looking: it has not happened yet and may not happen.Common stock and strategic warrants retain up to 95% purchases at $3.00, less $0.0001 for strategic warrants.
- Minor pointCash on hand totals approximately $223 million; the offer has no financing condition.
Negative
- Minor pointCommon stock, strategic warrants and both pre-funded warrant classes each require 50% minimum participation, independently.
- Minor point. Forward-looking: it has not happened yet and may not happen.Bastion's support agreement terminates if SkyAI does not complete the offer.
- Minor pointBastion remains subject to the same potential proration as other holders of its respective security classes.
News Explained
The expanded terms remain pending; full tender participation would use cash approaching the balance SkyAI reports after selling all SOL.
SkyAI has signed the Bastion agreement, but the added warrant-purchase terms remain uncompleted: the company says it will amend the offer and file a Schedule TO amendment.
The company reports about
If all securities sought are tendered, the stated
Key Figures
- Pre-funded warrants sought
- Up to 100% of each class
- Cash and cryptocurrency pre-funded warrants; increased from 95%
- Stapled warrants sought
- Up to 100% of each class
- New cash and cryptocurrency stapled warrant classes
- Stapled warrant purchase price
- $0.17 per warrant
- Cash and cryptocurrency stapled warrants
- Stapled warrant exercise price
- $9.75 per share
- Cash and cryptocurrency stapled warrants
- Pre-funded warrant purchase price
- $3.00, less the $0.0001 exercise price
- Cash and cryptocurrency pre-funded warrants
- Offer expiration
- November 12, 2026
- One minute after 11:59 p.m. New York City time, unless further extended or earlier terminated
- Maximum amended offer payment
- Approximately $214.3 million
- If all securities sought are tendered
- Cash on hand
- Approximately $223 million
- Company-reported current cash
Historical Context
-
Initial offer covered up to 95% of eligible classes at $3.00 and required about $201.3 million.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
cash tender offer financial
standstill regulatory
exercise price financial
schedule to regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Bastion, a Major Stockholder of SkyAI, Agrees to Tender All of Its Shares and Warrants and Enters Into Support Agreement
Increases Number of Pre-Funded Warrants Purchased to
Adds Outstanding Stapled Warrants as New Classes
NEW YORK, Oct. 27, 2026 (GLOBE NEWSWIRE) -- SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today announced that it has entered into a tender support and settlement agreement (the “Agreement”) with Bastion Trading Limited and certain of its affiliates (together, “Bastion”). Under the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Company’s amended cash tender offer (the “Offer”) and has agreed to a three-year standstill.
The Company also announced that it will amend the Offer to increase the number of pre-funded warrants it will purchase to
“We are pleased to have reached a constructive agreement with Bastion that provides a clear path forward for all parties,” said Paul Danner, Executive Chairman of SkyAI. “By expanding the Offer, we are ensuring that all holders of our pre-funded warrants and stapled warrants have the same opportunity to receive cash for their securities on equal terms, while facilitating a timely and orderly process.”
Bastion will issue a separate press release today announcing its Agreement with the Company.
Amendments to the Offer
The Company will amend the Offer as follows:
• The Company will add, as two new classes, up to
• The Company will purchase up to
• The Company will extend the expiration of the Offer to one minute after 11:59 p.m., New York City time, on November 12, 2026, unless further extended or earlier terminated.
The price and the percentage sought for common stock and strategic warrants do not change. The Company will purchase up to
If all securities sought are tendered, the Company will pay approximately
In the weeks leading up to the commencement of the Offer, the Company sold approximately 2 million SOL at an average price net of fees of
The Company will file an amendment to its tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) that describes the amended terms in full.
The Agreement
Under the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Offer and not to withdraw them. Bastion will receive the same price and will be subject to the same potential proration as every other holder of the same class.
Pursuant to the Agreement, for a period of three years after signing, Bastion has agreed not to acquire any of the Company’s securities, nominate directors, submit shareholder proposals, solicit proxies, seek representation on the Board of Directors of the Company (the “Board”) or otherwise seek to influence the management or policies of the Company, among other customary standstill restrictions. The Agreement also includes customary mutual non-disparagement covenants and mutual releases, and Bastion has agreed not to bring any proceeding relating to the Offer.
The Agreement terminates if the Company does not complete the Offer.
No Recommendation Regarding Participation in the Offer
The Board has approved the Offer and the amendments. However, neither SkyAI, its Board, the Company’s directors or officers, nor the information agent or depositary agent makes any recommendation to any shareholder or warrant holder as to whether the shareholder or warrant holder should tender or refrain from tendering shares or warrants in the Offer or as to the number of shares or warrants a shareholder or warrant holder should tender.
Each shareholder and warrant holder must make his, her or its own decision regarding whether to participate in the Offer and, if so, how many shares or warrants to tender. Shareholders and warrant holders are urged to carefully review the Offer Materials (as defined below) and to consult their own financial, tax and legal advisors in making that decision.
Additional Information Regarding the Offer
This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants, strategic warrants, cash stapled warrants and cryptocurrency stapled warrants are being made solely pursuant to the Offer to Purchase, the related Letters of Transmittal and the other tender offer materials, as amended (the “Offer Materials”), that the Company has filed and will file as part of a tender offer statement on Schedule TO with the SEC and will file an amendment. Investors may obtain a free copy of these materials and all other documents filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.skyai.co. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE OFFER MATERIALS OF THE COMPANY AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES, CASH PRE-FUNDED WARRANTS, CRYPTOCURRENCY PRE-FUNDED WARRANTS, STRATEGIC WARRANTS, CASH STAPLED WARRANTS AND CRYPTOCURRENCY STAPLED WARRANTS INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER MATERIALS CAN ALSO BE FOUND ON THE COMPANY’S WEBSITE AT https://www.skyai.co/investors/tender-offer-materials.
Questions and requests for assistance, or for additional copies of the Offer Materials, may be directed to MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500, or by email at tenderoffer@mackenziepartners.com.
About SkyAI
SkyAI, Inc. (Nasdaq: SKYA) is an artificial intelligence company building an agentic finance platform for the Global South. The Company uses AI to deliver financial access, education and actionable intelligence globally. For additional information, please visit www.skyai.co.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this release other than statements of historical fact are forward-looking statements, including statements regarding the Agreement, the Offer and its amendment, including their timing, terms, funding and completion, and the Company’s strategy. Forward-looking statements are based on current expectations, assumptions, and beliefs, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing of the amendment, expiration and completion of the Offer; (ii) the risk that the Offer may not be completed in a timely manner or at all, in which case the Agreement will terminate; (iii) uncertainties as to the number of shares and warrants of each class that will be validly tendered and not validly withdrawn in the Offer; (iv) the possibility that any or all of the various conditions to the consummation of the Offer, including the minimum tender condition for each class, may not be satisfied or waived; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Offer or the Agreement; (vi) the effect of the announcement or pendency of the Offer on the Company’s business and the trading market for its common stock; (vii) the risk that shareholder or warrant holder litigation in connection with the Offer may result in significant costs of defense, indemnification and liability; (viii) the Company’s ability to achieve the anticipated benefits of the Offer and the Agreement; and (ix) risks and uncertainties pertaining to the Company’s business, and the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC, as well as the Offer Materials, including any amendments or supplements thereto.
Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise these statements, whether as a result of new information, future developments, or otherwise, except as required by law.
Media Contact
Edelman Smithfield
SkyAI@edelmansmithfield.com
Information Agent and Depositary Agent
MacKenzie Partners, Inc.
(800) 322-2885 or (212) 929-5500
tenderoffer@mackenziepartners.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When does SkyAI's amended tender offer expire?
The extended deadline is one minute after 11:59 p.m., New York City time, on November 12, 2026, unless the offer is further extended or earlier terminated.
What prices will SkyAI pay for warrants in the amended tender offer?
SkyAI will pay $0.17 per cash or cryptocurrency stapled warrant and $3.00 less the $0.0001 exercise price per cash pre-funded, cryptocurrency pre-funded or strategic warrant. Purchases cover up to 100% of each stapled and pre-funded warrant class, and up to 95% of strategic warrants.
Does SkyAI still hold SOL ahead of its tender offer?
SkyAI no longer holds any SOL after completing sales in the prior weeks. In the weeks before the offer began, it sold approximately 2 million SOL at an average price net of fees of $107.20 per SOL. The company says it will not repurchase SOL after the offer closes.