Key Takeaways:

• Bastion Trading, which holds about 9.99% of SkyAI, is publicly demanding a board overhaul.

• SkyAI paid roughly $5 million in consulting fees to a related party in H1 2026 — about 92% of its staking revenue.

• At the September 18 annual meeting, all five incumbent directors received more withheld votes than votes in favor, and about 82% of votes opposed the equity incentive plan.

• Bastion says it is prepared to pursue legal action if the board fails to respond.

• SkyAI holds approximately 2,009,494 SOL, a position valued at roughly $207 million in September reporting.

SkyAI (Nasdaq: SKYA), a Solana treasury company, is facing shareholder pressure over its corporate governance and board composition. Bastion Trading, a major shareholder holding approximately 9.99% of the company, publicly called on Wednesday for a substantial board overhaul and warned it is prepared to pursue legal action if the board does not respond promptly.

The Core Dispute: $5 Million in Related-Party Consulting Fees

Bastion disclosed in a public letter that SkyAI paid approximately $5 million in consulting fees to a related party, Sol Edge Limited, during the first half of 2026. That amount equals roughly 92% of the company's staking revenue over the same period.

Sol Edge is controlled by the brother of SkyAI director and Chief Investment Officer Yuwen (Alice) Zhang. The same related-party network also involves Sol Markets, which holds warrants in SkyAI valued at approximately $101.3 million.

SkyAI has disputed a separate characterization of the related-party arrangements. In a September 14 statement, the company said the approximately $101.3 million figure associated with the Sol Markets warrants was not a cash payment, but the grant-date accounting fair value required to be recognized under U.S. GAAP.

Annual Meeting Vote: Significant Split

The September 18 vote produced a significant split between shareholder support and the incumbent directors:

• All five incumbent directors received more withheld votes (roughly 18.4 million to 20.7 million) than votes in favor (roughly 6.9 million to 9.2 million).

• Equity incentive plan: Approximately 82% of shareholders voted against the plan, which sought to issue 5.145 million additional shares for equity compensation, diluting existing holders by about 7.2%.

However, because SkyAI uses a plurality voting standard, the withheld votes did not directly remove the directors, and all five retained their seats. Bastion criticized this voting standard as "archaic and undemocratic," noting the board lacks a policy requiring directors to resign when they fail to receive majority support.

Treasury Holdings and the Broader Picture

SkyAI holds approximately 2,009,494 SOL, a position valued at roughly $207 million in September reporting, making it the fifth-largest publicly traded Solana treasury company by SOL holdings.

The company, formerly Sharps Technology, pivoted to a Solana treasury strategy and has positioned itself around "Agentic Finance for the Global South." In Q2 2026, SkyAI reported a net loss of $23.3 million, largely reflecting losses on its SOL holdings, according to its SEC filing.

The Acquisition Backdrop: Forward Industries' Proposals

One backdrop to the governance conflict was Forward Industries' proposals to acquire SkyAI. As one of the largest publicly traded Solana treasury companies, Forward had reported 7,013,536 SOL in September reporting. It first proposed an all-stock acquisition of SkyAI on June 15 at 0.367 FWDI shares per SKYA share, representing roughly a 20% premium to SkyAI's then-current price. SkyAI's board unanimously rejected the proposal on July 17.

On September 15, Forward raised its proposal to $2.13 per share** in cash and/or stock, representing a **50% premium** to SkyAI's September 14 closing price of **$1.42, and requested a board response by September 25. In a public letter, Forward said the SkyAI board "missed a compelling strategic opportunity" and pointed to serious governance concerns.

What Happens Next

Bastion Trading said in its latest statement that the board should "engage meaningfully with shareholders promptly" and "substantially reconstitute the board with new independent directors." Bastion said it is prepared to pursue all available legal remedies if the board fails to respond meaningfully.

For SkyAI, the dispute centers on board composition, related-party transactions and the management of its SOL treasury. Bastion has called for meaningful shareholder engagement and new independent directors, while the existing board has retained its seats following the September 18 vote.