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 Offer¹ 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 Purchase⁵ 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:

• Who authorized and supervised the SOL liquidation? What role did each director play in reviewing the timing, execution, counterparties and transaction costs?
• What independent oversight was exercised? Were the SOL disposals and Tender Offer independently evaluated, and what steps were taken to identify and manage potential conflicts of interest?
• Did any insiders or related parties receive economic benefits from the SOL disposals? Were any related parties involved in arranging or executing the sales, and did they receive any fees, commissions, trading spreads or other benefits?
• How and why did the Board conclude that the Tender Offer was in stockholders’ best interests? Why did it proceed without any disclosed financial advisor, valuation or fairness opinion, and what independent analysis supported its pricing and treatment of the different security classes?
  
  

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:

1. 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. The Board should provide an independently supported valuation and explain how available cash will be allocated to maximize value for common stockholders and pre-funded warrant holders, including through the exclusion of the strategic advisor warrants.
2. Increase the maximum tender percentage from 95% to 100% for each class of pre-funded warrants, allowing holders who wish to exit to do so in full rather than retaining a residual interest in the Company.
3. Exclude Strategic Advisor Warrants from the Tender Offer. Bastion Trading continues to believe these warrants are fundamentally different and 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.⁶ Furthermore, Sol Edge 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.⁷ 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 full disposal of the Company’s core treasury asset.
4. Require Full Disclosure of Securities Held by the Strategic Advisor, Directors, Management and Related Parties. Publicly disclose a complete breakdown of all common shares, strategic advisor warrants and other equity-linked securities directly or indirectly beneficially owned by the Strategic Advisor, James Zhang, the Company’s directors and executive officers, and their respective affiliates. The disclosure should identify the holdings of each person or entity, their intended participation in the Tender Offer, the aggregate potential cash proceeds they could receive, and the potential impact on their beneficial ownership and voting control following the Tender Offer. Bastion Trading believes stockholders are entitled to know the full extent of these related parties’ economic interests and potential benefits before making their own tender decisions.
5. Provide the Financial Information Stockholders Need. The Company should disclose its current cash, other assets and liabilities, including all remaining obligations under the 20-year consulting agreement now that the treasury Sol Edge was engaged to manage no longer exists; the net asset value per security on which the $3.00 price was based; a pro forma balance sheet showing what the Company would hold and owe after a fully subscribed Tender Offer; any consideration provided to Sol Edge or Sol Markets in connection with the SOL liquidation or the Tender Offer; and the details of the Company’s share repurchases during the 60 days before the Tender Offer. Without this information, stockholders cannot judge whether $3.00 is a fair price or what would remain in the Company if they do not tender.
6. Extend the Tender Offer to allow sufficient time for an independent review of the outstanding concerns, full disclosure of relevant information and meaningful improvements to the Tender Offer terms, while ensuring 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.

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.