Questions Legitimacy of Incumbent Board Following Overwhelming Stockholder Withhold Vote; Calls for Independent Oversight and Materially Improved Tender Offer Terms

Announces that Bastion Trading Will Not Participate in the Proposed Tender Offer Unless Its Concerns Are Satisfactorily Addressed

NEW YORK, Oct. 14, 2026 (GLOBE NEWSWIRE) -- Bastion Trading Limited (“Bastion Trading,” “we” or “our”), a major stockholder of SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) that, together with certain of its affiliates, beneficially owns approximately 9.99% of the Company’s outstanding common stock, today expressed serious concerns regarding SkyAI’s proposed cash tender offer announced on October 11, 2026 (the “Tender Offer Announcement”)¹, including the lack of transparency surrounding the Company’s recent disposal of approximately 70% of its Solana (SOL) holdings², the legitimacy of the incumbent Board of Directors (the “Board”) after the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), and the fairness of the proposed tender offer terms.

Massive Disposal of SOL Treasury Raises Serious Concerns and Disclosure and Securities Law Questions

Bastion Trading is particularly alarmed by the Company’s lack of transparency surrounding its recent massive SOL disposals. Buried in the Tender Offer Announcement, the Company disclosed that it had disposed of approximately one million SOL tokens, representing roughly 50% of its SOL treasury holdings, without previously providing stockholders with a comprehensive public accounting of these material transactions. However, the Company’s subsequent Form 8-K³ revealed that in fact only approximately 600,000 SOL tokens remained – indicating a disposal of roughly 70% of its SOL holdings in less than one month. Despite the extraordinary magnitude of these material transactions, such disclosures were tucked into the end of the Tender Offer Announcement and the subsequent Form 8-K in what appears to be an effort to sweep them under the rug.

As recently as September 14, 2026, just days before its 2026 Annual Meeting, SkyAI publicly reaffirmed its commitment to its Solana digital asset treasury (“DAT”) strategy and stated that it continued to hold more than two million SOL.⁴

Less than one month later, stockholders learned that approximately 70% of those treasury holdings had been sold, without being told when the sales occurred, at what prices, what proceeds were realized, or how the transactions were approved.

Given that SOL treasury holdings are central to SkyAI’s asset value and investment proposition, Bastion Trading believes these disposals raise serious concerns regarding the viability of the Company’s business strategy, and questions regarding the Company’s compliance with the applicable securities laws, regulations and Nasdaq disclosure requirement rules.

Bastion Trading further believes that the disposal of approximately 70% of SkyAI’s core SOL treasury, represents a fundamental departure from the Company’s previously disclosed DAT strategy. We call on the Company to come forward now and explain to stockholders why it made this decision, when it was made, and what it means for SkyAI’s strategy going forward.

The Board Has Failed Stockholders and Continues to Ignore Their Mandate

Our concerns are further compounded by the Board’s clear lack of stockholder support. At the 2026 Annual Meeting, all five incumbent director nominees received substantially more WITHHOLD votes than votes in favor, in some cases by nearly a 3-to-1 ratio – in what we believe is one of the largest withhold votes ever received by incumbent directors in an uncontested election. This is a clear message to the Board that stockholders have lost faith in its ability to adequately oversee the Company and protect their interests.

On September 30, Bastion Trading publicly called on the Board to respect this overwhelming mandate and meaningfully reconstitute itself. Bastion Trading subsequently engaged in preliminary discussions with Company management. Unfortunately, those discussions were unproductive, and the Company made no commitment to make changes to the current composition of the Board or meaningfully address our governance concerns.

Instead, the incumbent Board has announced a tender offer that could fundamentally reshape the Company’s principal business strategy, ownership and capital structure, and which was funded by the disposal of approximately 70% of its SOL treasury.

Bastion Trading questions the legitimacy of the incumbent directors continuing to make such fundamental decisions affecting shareholder value and the future of the Company despite stockholders’ overwhelming vote of no confidence in the Board.

In our view, a board that has lost the confidence of its stockholders should not dictate the terms of a transaction of this magnitude without first ensuring stockholder perspectives are represented in the boardroom to restore independent oversight and stockholder accountability.

We call on the Board to immediately and meaningfully engage with its stockholders to address our concerns and substantially refresh the Board with new independent directors with a stockholder’s perspective that can provide effective oversight in the boardroom and help restore investors’ faith in the Company.

Bastion Trading calls on SkyAI to take the following immediate actions before commencing the proposed tender offer:

1. Provide Full Disclosure On and Conduct an Independent Review of SOL Disposals. We call on the Company to immediately disclose the dates and quantities of all recent SOL disposals; average realized sale prices; aggregate gross and net proceeds and transaction costs; a fulsome description of the Board and/or committee review and approval process; and the current breakdown of liquid and locked SOL holdings. The Company must also explain why the disposal of approximately 70% of its SOL treasury was not separately disclosed before the Tender Offer Announcement. An independent review should immediately examine the transactions, their authorization and the Company’s compliance with applicable disclosure obligations, with its findings made public.

2. Refresh the Board and Establish Independent Oversight. Immediately refresh the Board to include stockholder-identified independent directors before launching the tender offer and establish an independent special committee to review and oversee the tender offer process. A genuinely independent special committee, including stockholder-identified directors and supported by independent legal advisors, should oversee the entire tender offer process, including pricing, funding, transaction conditions, potential conflicts of interest, and stockholder communications.

3. Materially Improve the Tender Offer Terms. Amend the proposed tender offer terms as follows:   

• Increase the tender offer price from $3.00 to at least $3.50 per share or eligible warrant, reflecting an estimated net asset value (“NAV”) of approximately $3.30 per share* and what we believe is a reasonable premium to ensure stockholders receive fair value for their investments;
• Exclude strategic advisor warrants from participating in the tender offer. Bastion Trading believes these warrants should not be treated on the same economic footing as securities held by investors who committed substantial capital to the Company and bore the associated investment risks. The strategic advisor warrants were granted without any cash consideration to Sol Markets (“Strategic Advisor”), an entity controlled by James Zhang, the brother of SkyAI’s director and Chief Investment Officer, Alice Zhang.⁵ Furthermore, Sol Ege Limited, another James Zhang-controlled entity, has already received substantial compensation for its consulting services under a 20-year agreement, including a $10 million upfront payment.⁶ Bastion Trading believes it would be fundamentally unfair to allow this insider-related party to additionally monetize its warrants through a tender offer funded by the material disposal of the Company’s core treasury assets;
• Require incumbent directors, executive officers, strategic advisor and their respective affiliates to refrain from tendering any common shares or eligible warrants they hold. Bastion Trading believes these parties should not personally benefit from a transaction they may have influenced or approved, particularly given potential conflicts of interest and their positions as insiders and related parties;
• Remove the $100 SOL price condition, which we believe creates unnecessary uncertainty for participating stockholders and gives the Company excessive flexibility to abandon the tender offer based on short-term movements in the SOL market price;
• Remove the 50% minimum tender participation condition for each class of securities, which we believe also creates unnecessary execution uncertainty;
• Increase the maximum tender percentage to 100% for the pre-funded warrants, which would allow such holders to fully exit their positions rather than being required to retain a residual interest in the Company; and
• Ensure full compliance with all applicable tender-offer requirements.
  
  

* NAV per share = (market value of SOL holdings + cash and cash equivalents – total liabilities) / fully diluted share count. Calculated based on publicly available information and an assumed SOL price of $110 per token.

While the full tender offer documents have not yet been publicly filed, Bastion Trading believes that stockholders should not be forced to make an investment decision based on incomplete and potentially misleading information, under terms determined by a Board whose mandate has been so decisively challenged by its own stockholders.

Unless and until the concerns raised herein are satisfactorily addressed, Bastion Trading does not intend to participate in the proposed tender offer and encourages other stockholders to not participate as well pending full disclosure, independent oversight, and materially improved terms.

Bastion Trading urges the Board to engage constructively with us to reach a commercially reasonable resolution and achieve a fair outcome for all stockholders. Absent timely and meaningful action, Bastion Trading is prepared to pursue all available legal remedies to protect its investment and stockholders’ rights.

Sincerely,

Bastion Trading Limited

About Bastion Trading

Bastion Trading is a proprietary trading firm founded by experienced investment professionals. The firm invests its own capital across global financial markets, leveraging deep market expertise, quantitative strategies and proprietary technology to identify opportunities and manage risk.

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¹ The Company’s Press Release dated October 11, 2026.
²Compare the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2026 (disclosing approximately 600,000 SOL held as of October 13, 2026) with the Company’s Definitive Additional Materials on DEF 14A, filed with the SEC on September 14, 2026 (disclosing “more than two million SOL” held as the Company’s primary treasury reserve asset).
³ The Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2026.
⁴ The Company’s Definitive Additional Materials on DEF 14A, filed with the SEC on September 14, 2026.
⁵See the Company’s Current Report on Form 8-K, filed with the SEC on September 2, 2025.
⁶See the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026.

Contacts
Olshan Frome Wolosky LLP
Andrew Freedman / Rebecca Van Derlaske
AFreedman@olshanlaw.com / RVanDerlaske@olshanlaw.com

Quinn Emanuel Urquhart & Sullivan, LLP
Jianjian Ye
jianjianye@quinnemanuel.com