- A tender offer is a public offer to buy shares at a fixed price before a deadline, made to every holder of the class on the same terms; in an issuer tender offer, like the $3.00 bid SkyAI opened on 16 October 2026, a company buys back its own stock.
- The conditions are written for the bidder: SkyAI's are "for our sole benefit", and once one is objectively triggered the bidder alone decides whether to walk away or waive it, so a holder's protections come from SEC rules on withdrawal, pro rata purchases, equal price and a minimum offer period.
- Measure the price against what the company holds as well as against the last close: SkyAI's $3.00 is 65% above its 9 October close but about 0.95 times its cash per share, and because it buys at most 95% of each class, holders who stay own more of the remaining cash and of its risks.
Every condition in a tender offer is written for the buyer. That is the opposite of how the deal looks. A tender offer is a public bid to buy shares at a fixed price before a deadline. It is made to every holder of the class on the same terms, and each holder decides alone whether to sell. The bidder's conditions decide whether anything gets bought at all.
SkyAI is a live case. On 16 October the Nasdaq company opened an offer to buy back up to 95% of its own stock at $3.00 a share. It had held Solana as its treasury until the day before. Its announcement called the price a 65% premium, meaning that much above the last close before the news. SkyAI's offer document measures the same price against its cash instead, and by that yardstick it comes to about 0.95 times the money behind each share.
Both measures come from SkyAI.
Lucia believes prices before press releases, so she reads the quote first. Eunha cares less about what a document promises than about what it lets its author off. Today she is working from SkyAI's Offer to Purchase, the filing that is the offer itself. Their target is the idea that its conditions exist for the people SkyAI is buying from.
On Monday morning SKYA traded at $2.79, twenty-one cents under a cash offer scheduled to close on 29 October. Lucia can't make those two numbers agree. "Three dollars in ten days, and nobody will pay two ninety. Twenty cents doesn't go unclaimed without a reason," she says.
Eunha already has the conditions open. The price means little until you know when SkyAI is allowed not to pay it.
What is a tender offer?
Lucia asks for the plain version first. To her it sounds like a buyback with extra paperwork.
"It's a buyback that names its price in public," Eunha says. Companies usually repurchase stock quietly, on the exchange, at whatever the market charges that day. A tender offer publishes one price for every holder of the class. To tender is to hand your shares in at that price. Nobody votes, which also sets it apart from a merger, where a majority can carry everyone else along.
An outsider bids this way when it wants control of a company. When the company bids for its own stock instead, as SkyAI is doing, the rules call it an issuer tender offer. Either way, the terms sit in a Schedule TO filed with the SEC, and its main exhibit, the Offer to Purchase, is what a holder actually accepts. SkyAI's covers its common stock and three kinds of warrant.
Lucia still sees no catch: one price, the same for everybody, and she decides. "You decide whether to sell. SkyAI decides whether there is a sale," Eunha says.
Who do tender offer conditions protect?
Lucia isn't convinced. Conditions, in her experience, protect the side giving something up.
Eunha's reply is Section 7. SkyAI's conditions "are for our sole benefit". They "may be asserted by us regardless of the circumstances giving rise to any such condition". They "may be waived by us, in whole or in part, at any time". Whatever SkyAI decides about them "will be final and binding on all parties". "It's the most honest paragraph in the filing," she says.
The list that paragraph governs runs long. It includes a general suspension of US trading and a war involving the United States. A tax bill that would make the offer costlier for SkyAI counts if it passes either chamber of Congress, or merely sits before a committee. So does any change in SkyAI's business or prospects, even a threatened one, that "may be reasonably likely to" "materially impair the contemplated benefits of the Offer to us". A rival bid or merger proposal from anyone qualifies, and so does someone new building a stake above 5%. Even the risk of a Nasdaq delisting counts, and the filing names the judge: "this determination shall be made by us".
"So they can walk whenever they like," Lucia says.
Within limits, Eunha says. The SEC's staff interpretations of the tender offer rules allow conditions "only where the conditions are based upon objective criteria and otherwise not within the offeror's control". A bidder that could decide on a whim whether one had been triggered would be making an offer the staff calls "illusory". That is why SkyAI's trigger runs on "reasonable judgment". It is also why SkyAI excludes anything caused by "any action or omission to act by us". A bidder may not manufacture its own exit.
That same interpretation then hands the bidder everything after the trigger. Once a condition has objectively been met, the bidder "can then lawfully decide, in its sole discretion, to assert or waive that condition".
"The trigger has to be real, and after that it's their call."
"A condition isn't a promise to you. It's an exit they may take," Eunha says. If one fails, SkyAI can end the offer and return everything. It can extend the offer and keep holding what came in, while holders stay free to withdraw. It can waive the condition and buy anyway, or hold off paying until the condition is met or waived. Waiting has a limit, though: once the offer ends, the company must pay or return the shares promptly. If it terminates, the staff expects it to name the condition.
The minimum sounds written for holders, but it sits on the same list. At least half of the shares SkyAI seeks must be tendered, and the warrants carry minimums of their own. Weak demand from warrant holders can't sink the share offer. If too few shares arrive, SkyAI may walk away from that class, or waive the minimum and buy what came in.
So the holder's protection has to come from somewhere the bidder doesn't write. It comes from the SEC's rules. A holder may withdraw while the offer is open, and purchases go pro rata when too much is tendered. Every holder gets the same price, and the offer must stay open a minimum time.
Power over a deal sits with whoever writes its exits.
The SOL condition that never reached the filing
"And the Solana condition?" Lucia asks. The way she heard it, one SOL close under a hundred dollars kills the offer.
It would have, in the first version, and Eunha has that one open too. SkyAI's announcement said the conditions were "expected to include" "the closing price of SOL remaining above $100 per SOL throughout the offer period". That release was not the offer but a preview of the one SkyAI expected to make, and it added that "SkyAI may waive any of these conditions". At the time SkyAI still held about a million SOL, half of its stack, and planned to pay for the offer partly by selling them.
Like every condition, that one guarded SkyAI. If the coin paying for the offer fell, SkyAI could walk. The release never said whose closing price would count, or at what hour, for a coin that trades all weekend.
On 15 October SkyAI sold the rest of its SOL. The Offer to Purchase filed the next evening says it "completed the sale of all of our SOL" that day and holds "no digital assets". Its conditions contain no SOL test, and the 19 October release confirms that "the Offer is not conditioned on the price of SOL". The line was never far away. SOL's daily low on Binance came within a dollar of it twice, on 15 and 18 October, and no daily close has fallen below it since the announcement.
Lucia reads those days from the stock's side. On the Monday after the announcement, 42 million SKYA shares changed hands, against about a quarter of a million the Friday before. The stock closed that day at $2.60, forty cents under the offer, while the SOL condition was still expected. "Forty cents then, twenty-one now, and the chart can't tell me which piece of news closed the gap," she says.
EDGAR labels the difference for anyone who looks. A message sent before an offer opens is filed as an SC TO-C, a communication. The offer itself arrives as an SC TO-I, the I for issuer, with the Offer to Purchase attached. An announcement tells you what a bidder expects to want. The filing tells you what it kept.
Is a 65% premium a good price?
"Fine, the conditions are theirs. Sixty-five percent over the market is still sixty-five percent," Lucia says.
"Over which price?" Eunha asks. SkyAI measures its premium from $1.82, the close on the Friday before the news. That makes sixty-five percent not a measure of value but a distance from one day's close. Against the volume-weighted average of the previous sixty days, the offer is more than double. Against cash, it is a discount. SkyAI holds about $223.8 million against about 70.6 million shares and warrants, so roughly $3.17 of cash stands behind each one (computed). Three dollars is about 0.95 of that, SkyAI's own figure.
Turn the comparison around and the pre-bid close sat at about 0.57 times the cash (computed). The cash figure is a week newer, so the comparison is rough. Before the bid, SkyAI was a treasury company whose shares traded below what it held. It has since sold the coins and is spending the cash on its own stock.
"Whoever sells hands over three seventeen of cash for three dollars, then."
"On SkyAI's arithmetic. Now look at who keeps the difference," Eunha says. Buying below the cash leaves more of it per share for the holders who stay. If the offer is fully subscribed, about $22.5 million would remain behind about 3.5 million shares and warrant shares, roughly $6.38 each (computed), before fees, expenses and whatever SkyAI spends. "Nobody will ever be paid that number," she says. SkyAI's filing says what the cash is for: "to develop and launch our agentic AI financial platform", plus operating costs and existing obligations.
"Six dollars of cash the company has already told you it will spend," Lucia says.
A full subscription would also leave a small company. About 2.5 million shares would remain, trading in a far thinner market than today's. A holder who stays while the rest of a class tenders "could own a majority of the outstanding Shares", the filing warns. A company can shrink to the size of a private one and keep its listing, and whoever is left inside answers to whoever is largest.
Lucia comes back to the twenty-one cents. The gap has candidates now: the conditions, the cap, the wait for payment. "Plenty of reasons to want a discount, and the quote names none of them," she says.
What happens if you don't tender your shares?
"Suppose I held it and ignored the whole thing. What happens to me?" Lucia asks.
"That depends on who is bidding," Eunha says. In a takeover, holders who don't tender are usually cashed out later. The buyer, now in control, merges the company and converts the leftover shares into the deal price. An issuer tender like SkyAI's has no such second step. Nothing forces anyone out. You keep your shares, your percentage of the company rises, and the market for those shares thins.
Ignoring the offer is not abstaining but choosing. An option holder at expiry faces the same kind of default, pointed the other way: the option can be exercised for you, while an untendered share stays put. SkyAI says it intends to stay listed on Nasdaq and registered with the SEC, and believes a full subscription keeps it inside Nasdaq's listing standards, though the delisting condition rests on its own judgment.
Its insiders haven't shown their hand. No director or officer has said whether they will tender. Together they own about 2.3% of the stock, mostly through options with exercise prices above $3.00.
Proration, withdrawal rights and the deadline
"And if everyone tenders?" Lucia asks.
"That's when the cap takes over," Eunha says. SkyAI buys at most 95% of each class. If more comes in, it buys from every tendering holder in proportion to what each tendered and hands back the rest. That is proration: the purchase is shared out. If every holder tendered everything, each would sell 95% and keep 5% (computed).
None of it is locked in early. A tender can be withdrawn "at any time before the Expiration Date". Preliminary results, including any expected proration, come the next business day after expiry. Payment follows "promptly", "without interest". The date on the cover isn't necessarily yours, either. A broker "may establish its own earlier deadlines", and a corporate notice is usually a sequence of dated cutoffs, not one date.
Rule 13e-4 limits how early the cover date may fall: an issuer tender offer must stay open "at least twenty business days from its commencement". It must also run at least ten business days past any change in the price or in the share of the class sought. Counted from 16 October, twenty business days end on 13 November (computed). SkyAI's document sets midnight at the end of 29 October, its tenth business day, and cites no exemption. So the date on the page stands, unless extended. Any extension would be announced by nine the next business morning, New York time, and any amendment filed on EDGAR as an SC TO-I/A.
"So the date on the cover might not be the date," Lucia says.
"It's the date until an amendment says otherwise. Amendments, at least, are public."
Lucia wants both choices side by side, as the offer document sets them out.
| Tender | Stay | |
|---|---|---|
| What you get | $3.00 cash for each share bought, no interest | Your shares, and a larger percentage of the company |
| When | Promptly after expiry, after any proration | Nothing is paid |
| How much of your stake | All of it, unless more than 95% of the class tenders; then a pro rata share | All of it |
| Who decides whether it happens | SkyAI, under conditions it judges and can waive | SkyAI's board and its plans for the cash |
| What you carry | If the offer is terminated, your shares come back | Thin trading, a possible majority holder, cash earmarked for building a platform |
Either way, the next decision that matters is SkyAI's. It rules on its conditions if you tender, and its board decides what the cash becomes if you don't.
Reading a tender offer from the conditions up
"Say another company does this next month. Where would I start?" Lucia asks.
Start with the Offer to Purchase on EDGAR, Eunha says, because only the filing binds anyone. The conditions come first, since they decide whether there is a price at all. She looks for whose benefit they serve, who judges when one has been triggered, and whether the bidder's own acts are carved out.
A price worth reading needs a second yardstick. A big premium over a depressed close can still sit below what the company holds, so she measures it against both. A popular offer is where the cap bites, because proration hands part of each tender back. As for the cover date, it belongs to the bidder; your broker's cutoff comes earlier, and an amendment can push the expiry later.
A tender offer is a fixed price, a deadline and a list of exits, and every exit on the list is the bidder's. The holder's side of the deal was never on that list. It sits in the rules, which the bidder didn't write and can't waive on its own.
The quote on Lucia's screen still sits twenty-one cents under three dollars. Now she knows which document it is arguing with.
SkyAI never said which hour would count as the close for a coin that trades all weekend, so choose your own. The simulator has no tender offers, and SkyAI no longer holds SOL. Test the coin against the old line instead: rest a small limit buy at $100 and check the price at your hour each day until 29 October. A fill while each of your closes stays above the line is the space between a touch and a close, the space a condition's wording decides.
