Bastion Trading Calls on SkyAI Chairman and Directors to Demonstrate Accountability and to Provide a Better Tender Offer for All Stockholders and Pre-Funded Warrant Holders
Demands Executive Chairman Danner and Directors Christiansen, Ruemler and Monroe Explain Their Roles in Approving the Complete SOL Liquidation and Tender Offer
Calls for Voluntary Resignations or Special Stockholder Meeting if Directors Cannot Demonstrate Meaningful Accountability
Reiterates Demands for Better Tender Offer Terms for the Benefit of All Stockholders and Pre-Funded Warrant Holders
NEW YORK, Oct. 21, 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 called on SkyAI’s Executive Chairman and directors Christiansen, Ruemler and Monroe (“Directors”) to publicly and transparently account for their roles in overseeing the liquidation of the Company’s entire SOL treasury, without stockholder input or advance notice, and in approving the cash tender offer (the “Tender Offer”).
On October 16, 2026, the Company launched its previously announced Tender Offer 1 without meaningfully addressing the serious governance concerns and specific demands for improved offer terms raised in Bastion Trading’s October 14, 2026 public statement. 2 SkyAI also revealed in those filings that it has liquidated its entire SOL treasury, fundamentally transforming the Company’s asset composition and principal business. 3 Just one month earlier, and four days before its annual meeting, the Company told stockholders that it “reaffirms its commitment to its Solana DAT strategy” and that it continued to hold more than two million SOL. 4
Bastion Trading believes the Executive Chairman and Directors must clearly and transparently demonstrate their oversight of and reasoning for these extraordinary decisions. If they cannot, Bastion Trading believes that they should immediately and voluntarily step down. Absent that, if these directors believe that they retain the confidence of their stockholders, they should call a special meeting with adequate advance notice to let stockholders decide for themselves.
Stockholders Deserve Directors Who Are Accountable to Them
SkyAI’s Offer to Purchase 5 states that its Board unanimously approved the Tender Offer and determined that it was in stockholders’ best interests. However, a blanket statement of unanimous approval is no substitute for meaningful independent oversight and individual director accountability, particularly where the Board disclosed no financial advisor, valuation or fairness opinion, and where the approving Board includes Alice Zhang, whose brother controls the entity to which the strategic advisor warrants were issued. By our calculation, those warrants could receive up to approximately $11.9 million in the Tender Offer.
Bastion Trading demands that Executive Chairman Paul K. Danner III and directors Soren Bo Christiansen, Timothy J. Ruemler and Jason L. Monroe publicly explain their respective roles in evaluating and approving the Tender Offer and overseeing the complete liquidation of the Company's SOL treasury, including:
Directors are not elected merely to rubber-stamp management’s decisions. Their fiduciary duties require them to exercise independent judgment and oversight, challenge potential conflicts and protect stockholders’ interests.
If the incumbent directors are unable or unwilling to demonstrate that they have exercised meaningful independent oversight and fulfilled their fiduciary duties to stockholders, we believe that they should voluntarily step down and make way for new directors who will.
Short of that if the incumbent directors instead believe they retain the confidence of stockholders, Bastion Trading calls on Executive Chairman Danner to exercise his authority under the Company’s bylaws to immediately convene a special meeting of stockholders with adequate advance notice to provide a genuine opportunity for stockholders to determine the future composition of their Board.
Common Stockholders and Pre-Funded Warrant Holders Deserve a Better Deal
Bastion Trading continues to believe that the Tender Offer’s current terms are inadequate and should be materially improved for the benefit of all common stockholders and pre-funded warrant holders.
Bastion Trading questions why the Board considers it appropriate to offer investors less than the Company’s underlying cash value while allocating a portion of the Tender Offer proceeds to the strategic advisor warrants, which were granted to an insider-related party without cash investment.
Bastion Trading reiterates its principal demands:
* 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.
Bastion Trading remains willing to work constructively with the Company toward a commercially reasonable solution for all stockholders. However, we believe it is paramount that the Executive Chairman and the Directors take responsibility and be held accountable for the transaction process, address the outstanding governance concerns and demonstrate that the interests of stockholders—not insiders and related parties—come first.
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.
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
1 The Company’s Tender Offer Statement on SC TO-I, filed with the SEC on October 16, 2026.
2 Bastion Trading’s Press Release dated October 14, 2026.
3 The Company’s Current Report on Form 8-K, filed with the SEC on October 19, 2026.
4 The Company’s soliciting material on Schedule 14A, filed with the SEC on September 14, 2026.
5 The Company’s Tender Offer Statement on SC TO-I, filed with the SEC on October 16, 2026.
6 See the Company's Current Report on Form 8-K, filed with the SEC on September 2, 2025.
7 See the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2026.