SkyAI 要约收购取决于 SOL 能否站稳100美元

SkyAI 宣布拟以每股 3.00 美元发起现金要约收购，条件取决于 SOL 价格

2026 年 10 月 11 日，SkyAI, Inc. 宣布计划发起一项现金要约收购，报价为每股 3.00 美元。然而，公司明确表示，若其资产负债表上持有的加密货币 Solana（SOL）在要约期间未能维持在 100 美元以上，该要约将不会进行。

要约收购是指公司以固定价格直接向现有股东购买股份，通常该价格会高于当前市场价格。SkyAI 已向美国证券交易委员会（SEC）提交了起始前沟通文件，披露了相关条款。公司强调，该要约尚未开始，且可能根本不会启动。

要约核心条款与 SOL 价格挂钩

SkyAI 表示，拟对每一股普通股或预缴资金认股权证提供 3.00 美元的现金，涵盖未发行证券中每个相关类别的 95%。根据 filing 文件，要约的生效需满足至少 50% 的相关类别证券被有效提交且未被撤回的条件。第二个关键条件是：在整个要约期间，SOL 的价格必须始终保持在每枚代币 100 美元以上。

这一 SOL 价格条件备受关注，因为 SkyAI 将 Solana 作为国库资产持有在其资产负债表上。截至本文撰写时，SOL 的交易价格为 107.62 美元，略高于所需的门槛水平（高出约 7.6%），24 小时内涨幅约为 1.15%。

The proposed offer potentially involves up to 46.37 million common shares, along with up to 20.72 million prepaid funds or strategic advisory stock options. Based on a price of $3.00 per security, SkyAI estimates that the maximum total purchase price could reach approximately $201 million.

Regarding the company’s financial condition and financing capabilities,

SkyAI also revealed that it recently sold approximately 1 million SOL tokens, which represents about half of its total holdings in Solana. As of the announcement date, the company still retained around 1 million SOL tokens. The company noted that since its current cash and digital asset holdings exceed the proposed maximum expenditure, this offer is not subject to any financing constraints.

The “closing price” condition and associated risks are also important to understand. The threshold of $100 is based on the closing price, rather than fluctuations during trading hours or short-term market conditions. This distinction is crucial: even if the SOL token price briefly exceeds $100 during trading hours, as long as the closing price on any day within the offer period falls below this level, it could trigger a default condition, thereby exposing the offer to risk.

SkyAI’s documents do not specify which exchange or reference point should be used to determine the closing price, nor do they define how many days above $100 are required. Shareholders and investors should pay close attention to the official Schedule TO and other related documents that SkyAI will submit to the SEC before the official offer. These documents will outline the exact rules for measuring the price.

This type of condition, which is tied to the price of cryptocurrencies, is not common in traditional tender offers. It directly links the outcome of stock repurchases with the performance of digital assets. Regulatory officials who are concerned about the growing role of cryptocurrencies in corporate finance will notice that SkyAI’s ability to carry out such offers depends entirely on the market behavior of SOL. This creates volatility risks for shareholders who decide whether to accept the offer.

Key points to consider before the offer is finalized

SkyAI’s announcement is a preliminary communication submitted in accordance with Section 13e-4(c) of the Trading Act. This means that this announcement is not actually a valid offer. Currently, no shareholders are allowed to submit shares, and the company’s own disclosures indicate that the offer may not be initiated.

SkyAI’s announcement came after it rejected Forward Industries’ competing proposal. Forward Industries offered to pay cash and/or shares to SkyAI holders at a fixed ratio—1 SkyAI share for every 0.306 Forward shares. In its statement submitted to the SEC, Forward Industries stated that, based on the closing price on September 14th, this ratio would correspond to a value of $2.13 per SkyAI share. Ryan Navi from Forward Industries said that the company is ready to take action quickly and called on the SkyAI board to contact them.

"Our updated offer reflects our confidence in the value that this combination can create. Forward has a proven track record of successful operations, and it has the ability to generate value. The shareholders of SkyAI have waited too long. We are ready to take action immediately—the next step is to consult with the board of directors."

For anyone who holds shares in SkyAI or is considering this situation, here is a useful checklist: First, pay attention to whether SkyAI submits a formal Schedule TO to the SEC. This would establish binding terms, a deadline for submitting shares, and a clear definition of the closing price. Second, monitor the price of SOL closely, as any continuous decline below $100 could eliminate one of the key conditions for the offer to be valid. Third, note that the minimum participation rate of 50% means that only enough shareholders agree to submit their shares for exchange before the offer can be closed. Given the SEC’s active supervision of transactions related to cryptocurrencies, official documents will be the authoritative source for any updates, rather than preliminary announcements like these.