A shareholder group beneficially owning 9.99% of SkyAI plans to withhold votes from all five incumbent directors at the Solana treasury company’s annual meeting, escalating pressure on the board over shareholder rights, related-party transactions and its adoption of a poison pill. Bastion Trading Limited, Bastion Holdings Limited, Lucio Holding Limited and entrepreneur Wei Zhu disclosed the planned vote in a Schedule 13D filed with the Securities and Exchange Commission.
The group beneficially owns 4,294,891 SkyAI shares, representing approximately 9.99% of outstanding common stock. Bastion Trading itself directly beneficially owns 1,345,417 shares, or roughly 3.2%, while Lucio Holding directly owns 2,940,075 shares, approximately 6.8%. Zhu may be deemed to beneficially own the combined position. The investors said September 3 that they currently intend to vote “WITHHOLD ALL” on the reelection of SkyAI’s five incumbent directors.
Investors Challenge SkyAI’s Governance
The opposition follows a series of governance decisions that the shareholder group argues have weakened investors’ influence over the company. Its filing raises concerns about recent amendments to SkyAI’s bylaws, the board’s implementation of a shareholder-rights plan commonly known as a poison pill without a shareholder vote, and related-party transactions. The group said the September 18 meeting represents shareholders’ first opportunity to express their views on the entire board since SkyAI completed a $400 million private placement in August 2025. That financing was central to SkyAI’s transformation into a Solana-focused digital-asset treasury company.
Bastion participated in the PIPE, purchasing 1.15 million shares at $6.50 each and receiving warrants. It currently holds pre-funded warrants covering as many as 4.23 million additional shares and stapled warrants covering approximately 5.38 million shares at a $9.75 exercise price. However, beneficial-ownership restrictions prevent the group from exercising warrants to the extent doing so would push Zhu’s beneficial ownership above 9.99%. The investors said they hope to engage with SkyAI’s board and management to ensure shareholder interests are represented in the boardroom.
September 18 Vote Raises Pressure
SkyAI’s annual meeting is scheduled virtually for September 18 at 10 a.m. Eastern Time. Shareholders will vote on all five directors for terms extending to the 2027 annual meeting. The board unanimously recommends shareholders vote for each nominee. The company is also seeking approval for its 2026 Equity Incentive Plan, which would authorize approximately 5.15 million shares for stock-based compensation, according to The Block, potentially representing roughly 7.2% additional dilution. Bastion’s opposition is not the only pressure facing the company.
Forward Industries, another Solana treasury company, has separately challenged SkyAI after proposing an acquisition using an exchange ratio of 0.367 Forward shares for each SkyAI share. Forward argues that its offer now represents a substantially larger premium because of subsequent changes in the companies’ respective stock prices. The shareholder vote therefore arrives at a pivotal point for SkyAI. The company built its Solana treasury strategy after raising more than $400 million last year, making corporate governance increasingly important as shareholders evaluate how management deploys capital and protects the value of its digital-asset holdings.
A “WITHHOLD ALL” campaign does not itself remove the board. SkyAI’s proxy statement says directors are elected by a plurality of votes cast, meaning the practical effect depends on the voting mechanics and support received by each nominee. Still, a 9.99% shareholder group publicly opposing every incumbent director represents a significant expression of dissatisfaction. Bastion’s filing also leaves open the possibility of further action. The group says it may communicate with other shareholders, propose changes to SkyAI’s capitalization, board composition or operations, and increase or decrease its investment. With the annual meeting nine days away, what began as an investment in SkyAI’s Solana treasury strategy has now developed into a broader contest over who should oversee it.