SkyAI has agreed to broaden and extend its ongoing tender offer, adding two classes of stapled warrants and raising the maximum number of certain other warrants it can buy to cover all of those warrants outstanding. The changes are part of a settlement agreement with investor Bastion Trading, which has agreed to tender its eligible holdings and accept restrictions on its future activity as a SkyAI shareholder.
The offer is now set to remain open until at least November 12, 2026. SkyAI also plans to remove a 30% withholding on payments to non-U.S. holders, subject to applicable law.
Key details
-
More warrants can be tendered: The offer’s maximum for cash pre-funded warrants and cryptocurrency pre-funded warrants will increase to 100% of the amount of each class issued and outstanding.
-
Two stapled-warrant classes are being added: Holders may tender cash stapled warrants and cryptocurrency stapled warrants, up to 100% of each class outstanding. SkyAI will pay $0.17 per stapled warrant. No minimum number of either stapled-warrant class must be tendered for the offer to proceed.
-
The offer is extended: It will remain open until at least November 12, 2026.
-
Withholding is expected to change: SkyAI has agreed, subject to applicable law, to remove provisions requiring 30% withholding on payments to non-U.S. holders and not to make that withholding. The agreement can terminate if, after consulting a third-party adviser, SkyAI determines the withholding is required.
-
Bastion will tender its eligible holdings: Bastion agreed to tender all of its securities that may be tendered under the offer. The agreement does not state how many securities Bastion owns or how many it will ultimately tender.
-
Bastion faces a three-year standstill: Without SkyAI board approval, Bastion generally may not acquire additional SkyAI securities, seek board representation, nominate directors, submit shareholder proposals, solicit proxies or otherwise try to influence the company’s management or policies. Restrictions also cover transfers that would knowingly give a third party more than 5% ownership, subject to limited exceptions.
-
Bastion’s voting and trading are constrained: During the standstill, Bastion must vote its SkyAI voting securities in line with the board’s recommendations, except on proposals involving a change of control. Bastion also agreed not to sell its holdings outside the offer until the offer expires or the agreement ends. After the offer, it faces a specified period without block trades; afterward, SkyAI will have a right of first refusal on such trades.
-
Other settlement terms: The parties agreed to mutual non-disparagement and generally not to pursue legal proceedings against one another during the standstill, subject to exceptions. After SkyAI pays for Bastion’s tendered securities, they will mutually release claims, also subject to exceptions. SkyAI agreed to reimburse certain Bastion expenses; the amount was not specified.
Plain-English implications
The amendments expand the pool of warrants eligible for repurchase and set a fixed price for the newly included stapled warrants. The settlement also limits Bastion’s ability to build its position or press for changes at SkyAI for three years, while giving the company a role in certain future block trades. The agreement may end early if, among other things, SkyAI withdraws the offer, fails to accept Bastion’s tendered securities, or does not make the agreed offer amendments on time.