SkyAI, Inc. announced on October 11, 2026 that it plans to launch a cash tender offer priced at $3.00 per share, but the company said the offer will only proceed if Solana (SOL), the cryptocurrency it holds on its balance sheet, stays above $100 during the offer period.
A tender offer is a public bid to buy shares directly from existing stockholders at a set price, usually at a premium to the current market. SkyAI filed a pre-commencement communication with the U.S. Securities and Exchange Commission disclosing the terms, and the company was clear: the offer had not yet commenced and may not commence at all. For related coverage, see Ripple Partners With Stripe's Privy for XRP Payments.
SkyAI links its planned $3-per-share tender offer to SOL above $100
SkyAI said it intends to offer $3.00 in cash for each share or pre-funded warrant, covering up to 95% of each relevant class of outstanding securities. For related coverage, see Coinbase Joins US and UK Crackdown on West Africa Scams.
The filing says the offer is conditioned on at least 50% of each class being validly tendered and not withdrawn. A second condition requires SOL to remain above $100 per token throughout the entire offer period. For related coverage, see Trezor Reseller Authorization Ends for Selected Partners Jan. 1.
The SOL condition is notable because SkyAI holds Solana on its balance sheet as a treasury asset. SOL was trading at $107.62 at the time of this writing, about 7.6% above the required threshold, with a 24-hour gain of roughly 1.15%.
The proposed offer could cover up to 46.37 million common shares and up to 20.72 million pre-funded or strategic-advisor warrants. At $3.00 per security, SkyAI estimated a maximum aggregate purchase price of approximately $201 million.
SkyAI also disclosed that it had recently sold approximately 1 million SOL, about 50% of its Solana holdings, and retained approximately 1 million SOL as of the announcement date. The company said the offer is not subject to a financing condition because its current cash and digital-asset holdings exceed the proposed maximum outlay.
What a SOL closing-price condition means for the proposal
The $100 threshold is a closing-price condition, not a requirement based on an intraday price spike or brief market move. That distinction matters: even if SOL briefly trades above $100 during a session, a close below that level on any day within the offer window could trigger the condition and put the offer at risk.
SkyAI’s filing does not specify which exchange or reference venue would be used to measure the closing price, nor does it define how many days above $100 are required. Shareholders and observers will need to watch for the formal Schedule TO and related tender documents, which SkyAI said it would file with the SEC before any offer formally commences. Those documents would define the exact price-measurement rules.
This type of crypto-price condition is unusual in traditional tender offers, and it connects the fate of a stock buyback directly to the performance of a digital asset. Regulatory watchers following crypto’s growing presence in corporate finance will note that SkyAI’s structure makes its buyout capacity explicitly dependent on SOL’s market behavior, a dynamic that introduces volatility risk for shareholders evaluating whether to tender.
Details to watch before any SkyAI tender offer proceeds
SkyAI’s filing was submitted as a pre-commencement communication under Exchange Act Rule 13e-4(c). That means this announcement is not a live offer. No shareholder can tender shares yet, and the company’s own disclosure says the offer may not commence.
SkyAI’s announcement came after the company said it rejected a competing proposal from Forward Industries. Forward had offered SkyAI holders cash and/or Forward stock at a fixed ratio of 0.306 Forward shares per SkyAI share. Forward said that ratio implied $2.13 per SkyAI share based on its September 14 closing price, according to a statement Forward filed with the SEC. Ryan Navi of Forward said the company was ready to move quickly and called on SkyAI’s board to engage.
“Our updated offer reflects our conviction in the value this combination can create. Forward has a proven playbook and a track record of execution that delivers value. SkyAI’s stockholders have waited long enough. We’re ready to move quickly — the next step is for the Board to engage.” — Ryan Navi, Forward Industries
For anyone holding SkyAI shares or considering the situation, the practical checklist is straightforward. First, watch for SkyAI to file a formal Schedule TO with the SEC, which would set binding terms, a tender period, and an exact closing-price definition. Second, monitor SOL’s price, since a sustained drop below $100 would eliminate one of the offer’s key conditions. Third, note that the 50% minimum participation threshold means the offer only closes if enough shareholders agree to tender. The SEC’s active oversight of crypto-adjacent corporate transactions means formal filings will be the authoritative source for any updates, not preliminary announcements like this one.
Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Cryptocurrency and digital asset markets carry significant risk. Always do your own research before making decisions.
