A Schedule 13D Amendment No. 1 was filed on October 29, 2026, by Bastion Trading Limited, Bastion Holdings Limited, Lucio Holding Limited, and Wei Zhu disclosing a tender offer support and settlement agreement with SkyAI, Inc. (NASDAQ:SKYA) dated October 27, 2026.

Key Highlights

  • Reporting group: Four reporting persons - Bastion Trading Limited (British Virgin Islands), Bastion Holdings Limited (Cayman Islands), Lucio Holding Limited (Cayman Islands), and Wei Zhu (United Kingdom) - filed jointly.
  • Beneficial ownership: Wei Zhu reported shared beneficial ownership of 5,128,244 shares, representing 9.9% of the class; Lucio Holding reported 2,940,075 shares (5.8%); Bastion Trading and Bastion Holdings each reported 2,188,169 shares (4.3%).
  • Settlement agreement: On October 27, 2026, the reporting persons entered into a tender offer support and settlement agreement with SkyAI, Inc. regarding the issuer's tender offer for certain of its securities.
  • Amended offer terms: The issuer agreed to expand tender eligibility to 100% of cash and cryptocurrency pre-funded warrants and stapled warrants outstanding, with cash and cryptocurrency stapled warrants offered at $0.17 per stapled warrant.
  • Offer extended: The issuer agreed to extend the term of the offer until at least November 12, 2026.
  • Standstill period: The reporting persons agreed to customary standstill provisions for three years from the execution of the agreement, along with mutual non-disparagement and mutual release of claims provisions.
  • Lucio Holding purchase price: The aggregate purchase price of 2,940,075 shares beneficially owned by Lucio Holding is approximately $5,461,526, including brokerage commissions, according to the filing.

SkyAI Reporting Persons Agree to Tender and Accept Standstill After Settlement

According to the filing, the reporting persons - Bastion Trading Limited, Bastion Holdings Limited, Lucio Holding Limited, and Wei Zhu - collectively hold significant positions in SkyAI, Inc. common stock (par value $0.0001 per share, CUSIP 82003F309). Wei Zhu, a United Kingdom national, holds the largest reported position, with shared voting and dispositive power over 5,128,244 shares representing 9.9% of the class. Bastion Trading's 559,670 open-market shares were purchased for approximately $1,097,205 including brokerage commissions, while 1,150,000 shares were acquired in the PIPE at $6.50 per share, the filing stated. Bastion Trading also holds Pre-Funded Warrants exercisable for up to 4,234,615 shares at $6.4999 per warrant and Stapled Warrants exercisable for up to 5,384,615 shares at an exercise price of $9.75 per Stapled Warrant.

The filing discloses that on October 27, 2026, the reporting persons entered into a tender offer support and settlement agreement with SkyAI, Inc. The issuer agreed to amend the offer's terms in several ways: expanding the maximum tendered amount to 100% of both cash pre-funded warrants and cryptocurrency pre-funded warrants outstanding, adding cash and cryptocurrency stapled warrants to the offer at $0.17 per stapled warrant each with no minimum tender condition, extending the offer to at least November 12, 2026, and, subject to applicable law, removing provisions related to a 30% withholding on payments for non-U.S. holders.

The reporting persons agreed to tender all securities beneficially owned by them that are eligible under the offer. In addition, the filing states the reporting persons agreed not to sell or transfer any issuer securities other than through tender in the offer until the earlier of the offer's expiration or the agreement's termination. Following the offer's expiration, the issuer would receive a right of first refusal on any "block trades" of the issuer's shares for a specified period, according to the filing. The three-year standstill provisions, mutual non-disparagement clauses, and mutual release of claims (each subject to certain exceptions) are also part of the agreement as disclosed.

What Was Disclosed

The Amendment No. 1 to Schedule 13D discloses beneficial ownership positions held by four reporting persons in SkyAI, Inc. common stock and a tender offer support and settlement agreement executed on October 27, 2026, amending the terms of SkyAI's outstanding tender offer.