Form 8-K

8-K — SkyAI, Inc.

Accession: 0001493152-26-048827

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001737995

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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2026-10-28

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2026-10-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of Earliest Event Reported)

October

28, 2026 (October 27, 2026)

SkyAI,

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41355

82-3751728

(State or Other Jurisdiction

of Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

105

Maxess Road, Suite 124, Melville, NY

(631)

574-4436

11747

Address

of principal executive offices

(Registrant’s

Telephone Number,

Including

Area Code)

(Zip

Code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001

SKYA

Nasdaq

Capital Market

Common

Stock Purchase Warrants

SKYAW

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement

October 27, 2026, SkyAI, Inc. (“SKYAI”, or the “Company”) entered into a tender offer support and settlement

agreement (the “Agreement”) with Bastion Trading Limited, a British Virgin Islands company and certain of its affiliates

(together, “Bastion”, and SKYAI and Bastion together, the “Parties”).

Pursuant

to the Agreement, the Company has agreed to amend the terms of the Company’s currently ongoing cash tender offer (the “Offer”)

to (a) increase the maximum number of cash pre-funded warrants that may be tendered in the Offer to equal 100% of the cash pre-funded

warrants issued and outstanding; (b) increase the maximum number of cryptocurrency pre-funded warrants that may be tendered in the Offer

to equal 100% of the cryptocurrency pre-funded warrants issued and outstanding; (c) add cash stapled warrants as securities that may

be tendered in the Offer, with the amount that may be tendered in the Offer equal to 100% of the cash stapled warrants issued and outstanding,

with no minimum number required to be tendered as a condition to the Offer, and with the cash stapled warrants to be offered in the Offer

at a price of $0.17 per stapled warrant; (d) add cryptocurrency stapled warrants as securities that may be tendered in the Offer, with

the amount that may be tendered in the Offer equal to 100% of the cryptocurrency stapled warrants issued and outstanding, with no minimum

number required to be tendered as a condition to the Offer, and with the cryptocurrency stapled warrants to be offered in the Offer at

a price of $0.17 per stapled warrant, (e) extend the term of the Offer until at least November 12, 2026, and (f) subject to applicable

law, delete any provisions in the Schedule to Tender Offer Statement pertaining to the Offer (as may be amended, the “Schedule

TO”) related to a 30% withholding on payments for Non-U.S. Holders (“Withholding”), and, subject to applicable law,

for the Company not make any such Withholding.

Pursuant

to the terms of the Agreement, Bastion has agreed to tender all securities beneficially owned by Bastion as may be so tendered

in the Offer. Additionally, Bastion has agreed to customary standstill provisions a period of three years from the execution

of the Agreement (the “Standstill Period”), during which time Bastion would not be permitted, without approval of

the Board of Directors of the Company, from acquiring any of the Company’s securities, or selling or transferring any securities

of the Company to any third parties which would knowingly cause such third party to beneficially own more than 5% of the Company (subject

to limited exception), nominating directors, submitting shareholder proposals, soliciting proxies, seeking representation on the Board

of Directors of the Company, or otherwise seeking to influence the management or policies of the Company, amongst other customary restrictions.

addition, pursuant to the terms of the Agreement, the Parties have also agreed to a mutual non-disparagement agreement during

the Standstill Period (subject to limited exceptions); an agreement by each of the Parties not to pursue any legal proceedings

against the other party during the Standstill Period (subject to limited exceptions); and after payment for the shares tendered

in the Offer, an agreement of mutual release of claims by each of the Parties (subject to limited exceptions). The Parties have

also agreed to a number of other covenants in connection with the Agreement, including an agreement by the Company not to alter certain

terms of the Offer without the approval of Bastion; an agreement by Bastion not to sell or transfer any securities of the Company beneficially

owned by Bastion other than through tender in the Offer until the earlier of the expiration of the Offer or termination of the Agreement;

an agreement by Bastion not to make any “block trades” of the Company’s shares of common stock for a specified period

after the expiration of the Offer, after which time the Company would receive a right of first refusal on any such block trades; and

an agreement by Bastion during the Standstill Period to vote any voting securities of the Company beneficially held by Bastion in line

with the Board’s recommendations of any proposals (other than any proposal regarding a change of control of the Company).

The

Agreement contains customary representations, warranties, agreements and other provisions, including the reimbursement of certain expenses

of Bastion. The Agreement shall automatically terminate under a number of circumstances, including if the Company terminates or

withdraws the Offer, the Company does not accept payment for any of the securities of Bastion tendered in the Offer, the breach

of certain covenants to the Agreement, a determination that the Withholding is required in connection with the Offer following consultation

with a third party advisor, or if the Company has not amended the Schedule TO within the time provided for under the Agreement. If

not otherwise terminated in accordance with its terms, the Agreement will terminate on the expiration of the Standstill

Period.

The

above summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached herewith as Exhibit

10.1 to this Current Report on Form 8-K (“Form 8-K”) and incorporated herein by reference.

Item

8.01 Other Events

October 27, 2026, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is attached

herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

See attached Exhibit Index.

EXHIBIT

INDEX

Exhibit

No.

Description

10.1*

Tender Offer Support and Settlement Agreement, dated as of October 27, 2026, by and among SkyAI, Inc., and Bastion Trading Limited and certain of its affiliates.

99.1

Press release of SkyAI, Inc. dated October 27, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a

copy of any omitted exhibit or schedule to the SEC upon request.

Additional

Information Regarding the Tender Offer

This

communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer

to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants are being made solely pursuant

to the offer to purchase, a letters of transmittal and other related materials that the Company has filed as part of a tender offer statement

on Schedule TO with the Securities and Exchange Commission (the “SEC”). Investors may obtain a free copy of these materials

and all other documents filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain,

at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s

website at www.skyai.co. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE OFFER MATERIALS OF THE COMPANY

AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY

AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES, CASH PRE-FUNDED WARRANTS, CRYPTOCURRENCY

PRE-FUNDED WARRANTS AND STRATEGIC ADVISOR WARRANTS INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND

CONDITIONS OF THE OFFER

About

SkyAI

SkyAI,

Inc. (Nasdaq: SKYA) is building a financial platform that will combine stablecoin rails on Solana with AI. For additional information,

please visit www.skyai.co.

Forward

Looking Statements

This

communication contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act, and Section

21E of the Securities Exchange Act of 1934, as amended. All statements in this communication other than statements of historical fact

are forward-looking statements, including statements regarding the Settlement Agreement, and the Offer, including its terms and any amendment

to its terms, funding and completion. Forward-looking statements are based on current expectations, assumptions, and beliefs, and involve

risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

Risks

and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing of the expiration

and completion of the Offer; (ii) the risk that the Offer may not be completed in a timely manner or at all; (iii) uncertainties as to

the number of shares and warrants of each class that will be validly tendered and not validly withdrawn in the Offer; (iv) the possibility

that any or all of the various conditions to the consummation of the Offer, including the minimum tender condition for each class, may

not be satisfied or waived; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of

the Offer; (vi) the effect of the announcement or pendency of the Offer on the Company’s ability to retain and hire key personnel,

its ability to maintain relationships with its customers, suppliers and others with whom it does business, its operating results and

business generally or the trading market for its common stock; (vii) risks related to the Offer diverting management’s attention

from the Company’s ongoing business operations; (viii) the risk that shareholder or warrant holder litigation in connection with

the Offer may result in significant costs of defense, indemnification and liability; (ix) the Company’s ability to achieve the

anticipated benefits of the Offer; (x) risks related to compliance with the Settlement Agreement, including the requirement to make certain

amendments to the terms of the Offer, and (xi) risks and uncertainties pertaining to the Company’s business, and the risks and

uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with

the SEC, as well as the Offer Materials filed and to be filed by the Company in connection with the Offer, including any amendments or

supplements thereto.

Forward-looking

statements speak only as of the date of this communication. The Company undertakes no obligation to update or revise these statements,

whether as a result of new information, future developments, or otherwise, except as required by law.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

SkyAI,

Inc.

By:

/s/

Paul K. Danner

Name:

Paul

K. Danner

Title:

Principal

Executive Officer

Date:

October 28, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

TENDER

OFFER SUPPORT AND SETTLEMENT AGREEMENT

This

TENDER OFFER SUPPORT AND SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2026,

by and among SkyAI Inc. (formerly known as Sharps Technology, Inc.), a Nevada corporation (the “Company”), on the

one hand, and Bastion Trading Limited, a British Virgin Islands company (“Bastion”), together with Lucio Holding Limited,

a Cayman Islands company, Bastion Holdings Limited, a Cayman Islands company, Wei Zhu, Ningxiang Zhang and Masahide Hoshi (collectively,

the “Stockholders”), on the other hand.

RECITALS

WHEREAS,

as of the date hereof, the Stockholders, collectively beneficially own (i) 4,649,745 shares (the “Shares”) of the issued

and outstanding common stock of the Company, par value $0.0001 per share (“Common Stock”), (ii) 4,234,615 cash pre-funded

warrants to purchase Common Stock (“Cash Pre-Funded Warrants”), (iii) 0 pre-funded warrants to purchase Common Stock

(“Cryptocurrency Pre-Funded Warrants”), (iv) 5,384,615 cash stapled warrants to purchase Common Stock (“Cash

Stapled Warrants”), and (v) 0 stapled warrants to purchase Common Stock (“Cryptocurrency Stapled Warrants”,

and collectively with the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, Cash Stapled Warrants, and Cryptocurrency

Pre-Funded Warrants, the “Securities”);

WHEREAS,

as of the date of this Agreement, the Company is currently conducting a tender offer of the Company’s securities as described in

the Schedule to Tender Offer Statement (as may be amended, the “Schedule TO”) initially filed by the Company with the SEC

on October 16, 2026, as amended (the “Tender Offer”);

WHEREAS,

the Parties have negotiated to enter into this Agreement to provide for the disposition of the Stockholders’ Securities in the

Tender Offer, in addition to the other terms and conditions contained herein;

NOW,

THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound

hereby, agree as follows:

Tender Offer

(a)

On or before October 29, 2026, the Company shall file an amendment to the Schedule TO to amend the terms of the Tender Offer to (i) increase

the maximum number of Cash Pre-Funded Warrants that may be tendered in the Tender Offer to equal 100% of the Cash Pre-Funded Warrants

issued and outstanding, at the price and on the terms as otherwise described in the Schedule TO, (ii) increase the maximum number of

Cryptocurrency Pre-Funded Warrants that may be tendered in the Tender Offer to equal 100% of the Cryptocurrency Pre-Funded Warrants issued

and outstanding, at the price and on the terms as otherwise described in the Schedule TO, (iii) add Cash Stapled Warrants as securities

that may be tendered in the Tender Offer, with the amount that may be tendered in the Tender Offer equal to 100% of the Cash Stapled

Warrants issued and outstanding, with no minimum number required to be tendered as a condition to the Tender Offer, and with the Cash

Stapled Warrants to be offered in the Tender Offer at a price of $0.17 per stapled warrant, (iv) add Cryptocurrency Stapled Warrants

as securities that may be tendered in the Tender Offer, with the amount that may be tendered in the Tender Offer equal to 100% of the

Cryptocurrency Stapled Warrants issued and outstanding, with no minimum number required to be tendered as a condition to the Tender Offer,

and with the Cryptocurrency Stapled Warrants to be offered in the Tender Offer at a price of $0.17 per stapled warrant, and (v) extend

the Tender Offer Period (as defined below) until at least November 12, 2026. The obligations of the Company to accept for payment, and

pay for, any securities tendered pursuant to the Tender Offer shall be subject to the satisfaction or waiver of the conditions as set

forth in the Schedule TO (the “Closing Conditions”). For the avoidance of doubt, the change in terms to the Tender

Offer proposed in Section 1(a)(i)-(v) herein will be made available to all of the security holders of the Company.

(b)

(i) Within three (3) Business Days following the amendment to the Schedule TO as provided in Section 1(a)(i) and 1(a)(ii) herein, and

in no event later than the expiration of the Tender Offer period as so described in the Schedule TO (the “Tender Offer Period”),

the Stockholders shall tender or cause to be tendered all of the Shares, Cash Pre-Funded Warrants and Cryptocurrency Pre-Funded Warrants

that they beneficially own pursuant to the terms of the Tender Offer as of the date of this Agreement, and the Stockholders agree not

to withdraw any such tendered Shares, Cash Pre-Funded Warrants and Cryptocurrency Pre-Funded Warrants, and (ii) within three (3) Business

Days following the amendment to the Schedule TO as provided in Section 1(a)(iii) and 1(a)(iv) herein, and in no event later than the

expiration of the Tender Offer Period, the Stockholders shall tender or cause to be tendered all of the Cash Stapled Warrants, Cryptocurrency

Stapled Warrants, and any other securities of the Company that may be tendered in the Tender Offer that they hold beneficially in the

Tender Offer, and the Stockholders agree not to withdraw any such tendered Cash Stapled Warrants, Cryptocurrency Stapled Warrants, and

any other securities of the Company so tendered.

(c)

On or before October 28, 2026, subject to applicable law, the Company shall file an amendment to the Schedule TO to amend the terms of

the Tender Offer to delete any provisions in the Schedule TO related to a 30% withholding on payments for Non-U.S. Holders (as defined

in the Schedule TO) (“Withholding”), and, subject to applicable law, the Company will not make any such Withholding.

For the avoidance of a doubt, in the event that following the advice from a third party advisor, the Withholding is determined to be

required under applicable law such that the Company would be required to make such Withholding, (i) the Company shall file an amendment

to the Schedule TO as may be needed to disclose the Withholding requirement, including any extension to the Tender Offer Period as may

be required in connection with such amendment, and (ii) notwithstanding any other provision in this Agreement to the contrary, the Stockholders

may withdraw their tendered Securities at their discretion.

(d)

Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Company may waive any of the conditions of

the Tender Offer as set forth in the Schedule TO, including but not limited to, any conditions requiring a minimum number of each respective

class of security to be tendered in the Tender Offer being tendered.

Standstill. Except as otherwise provided in this Agreement, without the prior written consent of the Board of Directors of the

Company (the “Board”), until three (3) years after the execution of this Agreement (the “Standstill Period”),

the Stockholders shall not, and shall instruct its or their controlling and controlled (and under common control) Affiliates and Associates,

and its and their Representatives acting on their behalf (collectively with the Stockholders, the “Restricted Parties”)

not to, directly or indirectly (in each case, except as permitted by this Agreement):

(a)

(i) acquire, offer or agree to acquire, or acquire rights to acquire (except by way of stock dividends or other distributions or offerings

made available to holders of securities of the Company generally on a pro rata basis), whether by purchase, tender or exchange offer,

through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any securities

of the Company or any rights decoupled from the underlying securities (including, but not limited to, warrants or options); (ii) knowingly

sell, offer or agree to sell, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled

from the underlying securities held by the Stockholders in a manner meant to “short” the Company’s securities, or meant

to take advantage from the fall in price of the Company’s trading securities; or (iii) other than in open market sale transactions

where the identity of the purchaser is not known, knowingly sell, offer or agree to sell, through swap or hedging transactions or otherwise,

the securities of the Company or any rights decoupled from the underlying securities held by the Stockholders to any Third Party that

would result in such Third Party having any beneficial ownership interest of 5.0% or more of the then-outstanding shares of Common Stock

(except for Schedule 13G filers that are mutual funds, pension funds or index funds with no known history of activism);

(b)

(i) nominate or recommend for nomination a person for election at any Stockholder Meeting at which the Company’s directors are

to be elected; (ii) initiate, knowingly encourage or participate in any solicitation of proxies in respect of any election contest or

removal contest with respect to the Company’s directors; (iii) submit any stockholder proposal for consideration at, or bring any

other business before, any Stockholder Meeting; (iv) initiate, knowingly encourage or participate in any solicitation of proxies in respect

of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting: (v) knowingly encourage

or participate in any request to call a special meeting of the stockholders of the Company; or (vi) initiate, knowingly encourage or

participate in any “withhold” or similar campaign with respect to any Stockholder Meeting; provided, however,

that, nothing in this Section 2(b) will be interpreted to restrict the Stockholders’ ability to (A) privately recommend candidates

for the Board or (B) vote their shares on any proposal duly brought before the Company’s stockholders as each Stockholder determines

in his sole discretion (subject to Section 7(d) herein);

(c)

form, join or in any way participate in any group with respect to any securities of the Company in connection with any election or removal

contest with respect to the Company’s directors (other than any such group that is solely among the Stockholders or one or more

of their Affiliates to the extent that any such new Affiliate signs a joinder to this Agreement agreeing in writing to be bound by the

terms and conditions of this Agreement as it they were a party thereto);

(d)

deposit any securities of the Company in any voting trust or subject any Company securities to any arrangement or agreement with respect

to the voting thereof, other than (i) any such voting trust, arrangement or agreement solely among the Stockholders and one or more of

their Affiliates, and (ii) depositing securities in customary brokerage accounts, margin accounts, prime brokerage accounts or similar

accounts;

(e)

seek publicly, alone or in concert with others, to amend any provision of the Company’s articles of incorporation or bylaws, or

make any public statement or proposal about the number or terms of directors of the Board, filling Board vacancies, the Company’s

capital structure or distribution policy, any other material change in the management, business or structure of the Company, or any change

to the articles of incorporation or bylaws of the Company;

(f)

seek to control management or the Board of the Company, including by seeking Board representation;

(g)

demand an inspection of the Company’s books and records, or make a request of the list of the stockholders of the Company;

(h)

effect or seek to effect, offer or propose to effect, cause or participate in, or in any way knowingly assist or facilitate any other

person to effect or seek, offer or propose to effect or participate in, any (i) acquisition of any securities, or any material assets

or businesses, of the Company or any of its subsidiaries; (ii) tender offer or exchange offer (except as specifically contemplated by

this Agreement), merger, acquisition, share exchange or other business combination involving any of the voting securities or any of the

material assets or businesses of the Company or any of its subsidiaries; or (iii) recapitalization, restructuring, liquidation, dissolution

or other extraordinary transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses;

(i)

enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to the foregoing, or advise,

assist, encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause

any action inconsistent with any of the foregoing; or

(j)

communicate with other securityholders, employees, customers or suppliers of the Company in a way intended to interfere with the business

of the Company;

(k)

take any action challenging the validity or enforceability of this Section 2 or this Agreement, publicly make or in any way advance publicly

any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement, or make any filing or disclosure

of a plan inconsistent with the terms of this Agreement.

Notwithstanding

anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this Section

2) will prohibit or restrict any of the Restricted Parties from (i) making any factual statement to comply with any subpoena or other

legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information

is sought, (ii) communicating privately with the Company’s directors, officers or legal counsel so long as such private communications

would not reasonably be expected to trigger public disclosure obligations for any party, or (iii) tendering the Securities in the Tender

Offer on the same basis as the other stockholders of the Company, or (iv) publicly or privately communicating with any third parties

respect to the Stockholders’ intent to participate in the Tender Offer.

Mutual Non-Disparagement. During the Standstill Period, no Restricted Party shall, and the Stockholders shall instruct its Representatives

acting on its behalf not to, make any statements to any third party or publicly that disparage or publicly criticize any other party

or its subsidiaries, its or its subsidiaries’ business or any of its or its subsidiaries’ Representatives, including current

or former directors, officers, employees or affiliates acting in their capacity as such, including but not limited to (x) with respect

to the Company, Paul Danner, Alice Zhang, Arthur Levine, Soren Bo Christiansen, Timothy J. Ruemler, Jason L. Monroe, James Zhang, SOL

Markets and Sol Edge Limited and (y) with respect to the Stockholders, Wei Zhu, Ningxiang Zhang, Masahide Hoshi and Christian Thompson.

The restrictions in this Section 3 shall not (i) apply (A) in any compelled testimony or production of information, whether by legal

process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction

over the party from whom information is sought, in each case, to the extent required; (B) to any disclosure required by applicable law,

rules or regulations; (C) to any private communications among the Stockholders, the Restricted Persons and their respective Representatives

(in their respective capacities as such); or (D) to any private communications among the Company and its Affiliates, Associates, and

their respective Representatives (in their respective capacities as such); or (ii) prohibit any person from reporting possible violations

of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 2F promulgated thereunder.

The limitations set forth in this Section 3 shall not prevent either Party from responding to any public statement made by the Other

Party of the nature described in this Section 3 if such statement by the other Party was made in breach of this Agreement.

Litigation.

(a)

During the Standstill Period, the Stockholders covenant and agree that they shall not, and shall cause the Restricted Parties not to,

alone or in concert with others, knowingly encourage or pursue, or knowingly assist any other person to threaten, initiate or pursue,

any lawsuit, claim or proceeding before any court or governmental, administrative or regulatory body (collectively, “Legal Proceeding”)

against the Company or any of its Affiliates, Associates or Representatives, except for (i) any Legal Proceeding initiated solely to

remedy a breach of or to enforce this Agreement or (ii) counterclaims with respect to any Legal Proceeding initiated by or on behalf

of one Party or its Affiliates against the Other Party or its Affiliates; provided, however, that the foregoing shall not

prevent the Restricted Parties from responding to oral questions, interrogatories, requests for information or documents, subpoenas,

civil investigative demands or similar processes (a “Legal Requirement”) in connection with any Legal Proceeding if

such Legal Proceeding has not been initiated by, or on behalf of, the Restricted Parties; provided, further, that in the

event that any of the Restricted Parties receives such Legal Requirement, the Stockholders shall give prompt written notice of such Legal

Requirement to the Company to the extent legally permissible.

(b)

During the Standstill Period, the Company covenants and agrees that it shall not, and shall not permit any of its controlling or controlled

(or under common control) Affiliates and Associates and their Representatives acting on its or their behalf to, alone or in concert with

others, knowingly encourage or pursue, or knowingly assist any other person to threaten, initiate or pursue, any Legal Proceedings against

the Stockholders or any of their respective Affiliates, Associates or Representatives, except for (i) any Legal Proceeding initiated

solely to remedy a breach of or to enforce this Agreement, (ii) counterclaims with respect to any Legal Proceeding initiated by or on

behalf of one Party or its Affiliates against the Other Party or its Affiliates or (iii) any claims under Section 16 of the Exchange

Act; provided, however, that the foregoing shall not prevent the Company or any of its Affiliates, Associates or Representatives

from responding to a Legal Requirement in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or

on behalf of, the Company or any of its Affiliates, Associates or Representatives; provided, further, that in the event

the Company or any of respective Representatives receives such Legal Requirement, the Company shall give prompt written notice of such

Legal Requirement to the Stockholders to the extent legally permissible.

Mutual Releases.

(a)

After the receipt by the Stockholders of the payment by the Company for the Stockholders’ Securities tendered in the Tender Offer,

each of the Stockholders, on behalf of themselves and the other Restricted Parties, and its and their respective heirs, estates, trustees,

beneficiaries, successors, predecessors, assigns, parents, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates

(the “Stockholder Releasors”), hereby do remise, release and forever discharge, and covenant not to sue or take any

steps to pursue or further any Legal Proceeding against, the Company or its successors, predecessors, assigns, parents, subsidiaries,

principals, directors, officers, employees, insurers, attorneys, Associates and Affiliates (the “Company Releases”),

and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law

or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that

all or any of the Stockholder Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type

whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall

not release any rights or duties under this Agreement or any claims or causes of action that the Stockholder Releasors may have for the

breach or enforcement of any provision of this Agreement.

(b)

After the receipt by the Stockholders of the payment by the Company for the Stockholders’ Securities tendered in the Tender Offer,

the Company, on behalf of itself and its Affiliates, Associates and Representatives, and its and their successors, predecessors, assigns,

parents, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the “Company Releasors”),

hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding

against, any of the Stockholders or their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, parents,

subsidiaries, principals, directors, officers, employees, insurers, attorneys, Associates and Affiliates (the “Stockholder Releasees”),

and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law

or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that

all or any of the Company Releasors have, had or may have against the Stockholder Releasees, or any of them, of any kind, nature or type

whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall

not release (i) any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the

breach or enforcement of any provision of this Agreement or (ii) any claim under Section 16 of the Exchange Act.

(c)

Each party hereto represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to

any person, firm or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’

fees, liabilities or indemnities herein released. Each of the parties hereto represents and warrants that neither it nor any assignee

has filed any lawsuit against any other party.

(d)

Each party hereto waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other

law) that may have the effect of limiting the releases in this Section 5. Without limiting the generality of the foregoing, each party

hereto acknowledges that there is a risk that the damages and costs that it believes it has suffered or will suffer may turn out to be

other than or greater than those now known, suspected or believed to be true. Facts on which each party hereto has been relying in entering

into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each party

hereto acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown

damages, claims, facts, demands, actions and causes of action. Each party hereto acknowledges and agrees that the releases and covenants

provided for in this Section 5 are binding, unconditional and final as of the date hereof.

Press Release and SEC Filings.

(a)

Promptly following the execution of this Agreement and no later than the date hereof, the Company shall issue a press release announcing

the entry into this Agreement, and the material terms hereof and the updated terms and conditions of the Tender Offer in the form attached

hereto as Exhibit A (the “Company Press Release”). Immediately following the issuance of the Company Press Release and

no later than the date hereof, the Stockholders shall issue a press release announcing the entry into this Agreement and the material

terms hereof by means of a mutually agreed upon press release in the form attached hereto as Exhibit B (the “Stockholder

Press Release”). Prior to the issuance of either the Company Press Release or the Stockholder Press Release, neither the Company

nor the Stockholders shall issue any press release, public announcement or other public statement (including, without limitation, in

any filing required under the Exchange Act) regarding this Agreement or take any action that would require public disclosure thereof

without the prior written consent of the Other Party. No party hereto or any of its Representatives shall issue any press release, public

announcement or other public statement (including, without limitation, in any filing required under the Exchange Act) concerning the

subject matter of this Agreement inconsistent with either the Company Press Release or Stockholder Press Release, except as required

by law or applicable stock exchange listing rules or with the prior written consent of the Other Party and otherwise in accordance with

this Agreement (for the avoidance of a doubt, the Company will be permitted to file public announcements for updates to the Tender Offer

as may be required, including but not limited to, any extension of the Tender Offer Period, or in order to respond to comments provided

by the SEC).

(b)

No later than two Business Days following the date of this Agreement, the Stockholders shall file with the SEC an amendment to their

Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items

to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the “Schedule 13D Amendment”).

The Schedule 13D Amendment shall be consistent with the Mutual Press Release and the terms of this Agreement. The Stockholders shall

provide the Company and its Representatives with a reasonable opportunity to review the Schedule 13D Amendment prior to it being filed

with the SEC and consider in good faith any comments of the Company and its Representatives.

(c)

No later than four Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K

reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement

and the Mutual Press Release as an exhibit thereto (the “Form 8-K”). The Form 8-K shall be consistent with the Mutual

Press Release and the terms of this Agreement. The Company shall provide the Stockholders and their Representatives with a reasonable

opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Stockholders.

(d)

As promptly as possible following the date of execution of this Agreement and in any event within the time periods set forth in Section

1(a), the Company shall file an amendment to the Schedule TO as may be required to (i) disclose the terms of this Agreement, and (ii)

update the terms of the Tender Offer as so described in Section 1(a) herein.

Other Covenants.

(a)

In no event shall the Company, without the prior written consent of the Stockholders, (i) reduce the number of securities subject to

the Tender Offer; (ii) reduce the price per share of any of the classes of securities offered in the Tender Offer or change the form

of consideration payable pursuant to the Tender Offer; or (iii) amend or supplement any term of the Tender Offer in a manner adverse

to the Company’s stockholders other than a change required by law, the SEC, or the national securities exchange on which any of

the Company’s securities are listed; provided, however, if this Agreement is terminated by the Company due to a material breach

of the Stockholders, the Company will not require the written consent of the Stockholders for any such amendments to the terms of the

Tender Offer as noted in this Section 7(a).

(b)

From the execution of this Agreement until the earlier of (i) the expiration of the Tender Offer Period and (ii) the termination of this

Agreement, the Stockholders shall not sell, transfer, pledge or hedge any Securities beneficially owned by the Stockholders, other than

by tendering them in the Tender Offer.

(c)

In the event that the Tender Offer is oversubscribed and the Stockholders have any Securities returned in accordance with the terms of

proration as so described in the Schedule TO, the Stockholders shall not during the Standstill Period (i) make any “block sale”

of 100,000 or more shares of Common Stock or other securities of the Company (in one trade or a series of coordinated trades) (“Block

Trade”) within ten (10) days after the expiration of the Tender Offer Period; or (ii) make a Block Trade after ten (10) days

after the expiration of the Tender Offer without first offering such shares of Common Stock or other securities to the Company on the

same terms as the Tender Offer, for which the Company will have five (5) days to provide notice of acceptance.

(d)

During the Standstill Period, the Stockholders agree that it or they will cause all of the Common Stock that such Stockholder or any

of its controlling or controlled (or under common control) Affiliates has the right to vote (or to direct be voted), if any, as of the

applicable record date, to be present in person or by proxy for quorum purposes and to be voted at any meeting of shareholders of the

Company or at any adjournment or postponement thereof or to deliver consents or consent revocations, as applicable, in connection with

any action by written consent of the shareholders of the Company in lieu of a meeting in accordance with recommendations by the Board

on all proposals or business that may be the subject of shareholder action; provided, however, that the Stockholders and

their Affiliates shall be permitted to vote in their sole discretion on any proposal regarding a change in control of the Company.

Affiliates and Associates. Each party hereto shall cause their controlling and controlled (and under common control) Affiliates

and Associates to, and instruct their Representatives acting on their behalf to comply with the terms of this Agreement and shall be

responsible for any breach of this Agreement by any such Representatives, Affiliate or Associate. A breach of this Agreement by a Representatives,

Affiliate or Associate of a party, if such Representatives, Affiliate or Associate is not a party to this Agreement, shall be deemed

to occur if such Representatives, Affiliate or Associate engages in conduct that would constitute a breach of the provisions applicable

to such party under this Agreement.

Representations and Warranties.

(a)

Each Stockholder severally and not jointly represents and warrants as to himself that he is sui juris and of full capacity. Each

Stockholder severally and not jointly represents and warrants as to himself that he has full power and authority to execute, deliver

and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement

has been duly and validly executed and delivered by such Stockholder, constitutes a valid and binding obligation and agreement of such

Stockholder and is enforceable against such Stockholder in accordance with its terms. The Stockholders severally and jointly represent

and warrant that, as of the date of this Agreement, they own the Securities as described herein, they own such Securities free and clear

of any liens and may tender such Securities in the Tender Offer, and they own no other securities of the Company (including, but not

limited to, any derivatives, synthetic or short interests) except the Securities as described herein, and the Stockholders severally

and jointly represent and warrant that they will be tendering all Securities they beneficially own subject to the terms and conditions

as so described herein. The Stockholders severally and jointly represent and warrant that, except as set forth on that certain Schedule

13D with the SEC on September 3, 2026, they have not formed and are not members of any group with any other person and are not acting

in concert with any other person. The Stockholders severally and jointly represent and warrant that as of the date hereof they have no

arrangement and are not party to any arrangement with any person concerning any proposal, solicitation or other matter for which would

be restricted under Section 2 herein.

(b)

The Company hereby represents and warrants that it has the power and authority to execute, deliver and carry out the terms and provisions

of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly authorized,

executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, is enforceable against

the Company in accordance with its terms and does not require the approval of the Company’s stockholders. The Company has, and

will have at the closing of the Tender Offer, sufficient cash and salable assets, available lines of credit, or other sources of immediately

available funds to enable it to pay the aggregate amounts contemplated by the Tender Offer and to perform its obligations under this

Agreement.

(c)

The Stockholders acknowledge and agree that all the representations, warranties, covenants, and agreements made by the Stockholders in

this Agreement are made by the Stockholders jointly and severally other than for such representations, warranties, covenants, and agreements

as specifically noted herein.

10.

Termination.

(A)

This Agreement shall automatically terminate and be of no further effect, if any of the following shall occur:

(i) the

Company terminates or withdraws the Tender Offer;

(ii) the

Company does not accept for payment any of the Securities tendered (excluding any Securities

subject to proration in accordance with the terms of the Tender Offer) promptly after the

expiration of the Tender Offer Period;

(iii) the

Company breaches the terms of Section 7(a) herein;

(iv) following

the advice from a third party advisor, the Withholding as described in Section 1(c) herein

is determined to be required under applicable law such that the Company would be required

to make such Withholding (for the avoidance of a doubt, any withholdings on payments by brokers

of the Securities of the Stockholders would not, by itself, trigger this Section 10(A)(iv))

; or

(v) the

Company has not amended the Schedule TO within the time as provided for in Section 1(a) or

Section 1(c) herein.

the event of any such termination as provided for in this Section 10(A), (i) any tendered Securities shall be returned to the Stockholders

as provided for under the terms of the Tender Offer; and (ii) the covenants under Sections 2, 3, 4, 5 and 7 shall be null and void and

of no further effect.

(B)

Except as provided for in Section 10(A) herein, this Agreement shall terminate on the date of expiration of the Standstill Period (such

date, the “Termination Date”); provided, however, that (i) the Company may terminate their respective obligations

in the case of a material breach by any of the Stockholders which is not cured within thirty (30) days of receipt of written notice by

such Stockholder, and (ii) any Stockholder may terminate their respective obligations in the case of a material breach by the Company

which is not cured within thirty (30) days of receipt of written notice by the Company (for the avoidance of a doubt, a termination by

any party for a breach of Section 3 herein requires an affirmative finding by a court of law).

Notwithstanding

anything in Section 10(A) or Section 10(B) above, (i) no termination shall relieve any party hereto from liability for any breach of

this Agreement prior to such termination, and (ii) Sections 8, 9, 10, 11, 12, 13, 14, 15 and 16 herein shall survive any termination

of this Agreement as provided for in this Section 11.

11.

Expenses.

(a)

Within five Business Days following the earlier of (x) the termination of this Agreement pursuant to Section 10(A) and (y) the payment

by the Company to the Stockholders for Securities tendered in the Tender Offer (excluding any Securities subject to proration in accordance

with the terms of the Tender Offer) and upon the receipt of reasonable documentation, the Company shall reimburse the Stockholders for

their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with their involvement

at the Company through the date of this Agreement, including, but not limited to, its Schedule 13D filings, the negotiation and execution

of this Agreement and matters related thereto; provided, however, that such reimbursement shall not exceed $300,000 in the aggregate,

provided, further, however, the Company shall not be obligated to pay such expenses upon a material breach of this Agreement by the Stockholders.

(b)

Other than the expense reimbursement as provided for in Section 11(a) herein, each party to this Agreement shall be responsible for any

expenses incurred by them in connection with this Agreement, the Tender Offer and the tender of securities in the Tender Offer, including,

but not limited to, legal and other advisory costs, solicitation costs, mailing costs, costs related to press releases, filings and publications,

transfer agent or broker fees, litigation costs, and travel costs.

12.

Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement

shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon

sending if sent by email or facsimile to the respective email address or number below, with electronic confirmation of sending; (c) one

day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (d) when actually delivered if

sent by any other method that results in delivery, with written confirmation of receipt:

to the Company:

with

copies (which shall not constitute notice) to:

SkyAI

Inc.

Ellenoff

Grossman & Schole LLP

105

Maxess Road, Suite 124

1345

Avenue of the Americas

Melville,

NY 11747

New

York, NY 10105

Attention:

Jonathan Deblinger

Email:

jdeblinger@egsllp.com

Facsimile:

(212) 370-7889

to Bastion Trading Limited:

with

copies (which shall not constitute notice) to:

Unit

7a, R&F De Castro Building, 200 Waterfront Drive

Olshan

Frome Wolosky LLP

Road

Town, Tortola, D8, VG1110

1325

Avenue of the Americas

Attention:

New

York, NY 10019

Email:

Attention:

Andrew Freedman, Rebecca Van Derlaske

Email:

AFreedman@olshanlaw.com,

RVanDerlaske@olshanlaw.com

13.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether

for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State

of New York, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue

for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in any state or federal court located in the

Borough of Manhattan in the State of New York. Each party hereto waives any objection it may now or hereafter have to the laying of venue

of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby

further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in

any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal

Proceeding by service of a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed

to it at the address set forth in Section 12. Nothing contained herein shall be deemed to affect the right of any party hereto to serve

process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING

ARISING OUT OF OR RELATED TO THIS AGREEMENT. No party hereto shall seek to consolidate, by counterclaim or otherwise, any action in which

a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

14.

Specific Performance. Each of the Stockholders, on the one hand, and the Company, on the other hand, acknowledge and agree that

irreparable injury to the other party would occur in the event that any provision of this Agreement were not performed in accordance

with such provision’s specific terms or were otherwise breached or threatened to be breached, and that such injury would not be

adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each

of the Stockholders, on the one hand, and the Company, on the other hand (as applicable, the “Moving Party”), shall

each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party

shall not take action in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available

at law or in equity. The party hereto against whom specific performance is sought agrees to waive any applicable right or requirement

that a bond be posted. This Section 14 shall not be the exclusive remedy for any violation of this Agreement, and each party hereto reserves

the right to seek any other remedy or relief as may be available at law or in equity.

15.

Certain Definitions and Interpretations. As used in this Agreement: (a) the terms “Affiliate” and “Associate”

(and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and

shall include all persons or entities that at any time prior to the Termination Date become Affiliates or Associates of any person or

entity referred to in this Agreement; provided, however, that the term “Affiliate” shall not include any portfolio

company of any Stockholder (unless such portfolio company is acting at the direction of any member of such Stockholder to engage in conduct

that is prohibited by this Agreement); provided further, that the term “Associate” excludes any person not controlling,

controlled by or under common control with the related person; (b) the term “Exchange Act” means the Securities Exchange

Act of 1934, as amended, and the rules and regulations promulgated thereunder; (c) the terms “beneficial ownership,”

“group,” “person,” “proxy,” and “solicitation” (and any plurals

thereof) have the meanings ascribed to such terms under the Exchange Act; (d) the term “Business Day” means any day

that is not a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or obligated to be closed

by applicable law; and the term “day” means a calendar day; (f) the term “Other Party” means (i)

with respect to the Company, each of the Stockholders, and (ii) with respect to each of the Stockholders, the Company; (e) the term “Representatives”

means a party’s directors, officers, employees, partners, members, managers, consultants, advisors, agents and other representatives

to the extent acting at the direction or on behalf of the applicable Party; (f) the term “SEC” means the U.S. Securities

and Exchange Commission; (g) the term “short interests” means any agreement, arrangement, understanding or relationship,

including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in by such person, the

purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series

of the Company’s equity securities by, manage the risk of share price changes for, or increase or decrease the voting power of,

such person with respect to the shares of any class or series of the Company’s equity securities, or that provides the opportunity

to profit from any decrease in the price or value of the shares of any class or series of the Company’s equity securities; (h)

the term “Stockholder Meeting” means each annual or special meeting of stockholders of the Company, or any other meeting

of stockholders held in lieu thereof, and any adjournment, postponement, reschedulings or continuations thereof; and (i) the term “Third

Party” refers to any person that is not a party hereto, a member of the Board, a director or officer of the Company, or legal

counsel to any party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various

forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto”,

“herein”, and words of similar import are references in this Agreement as a whole and not to any particular provision of

this Agreement; (iii) the word “or” is not exclusive; and (iv) references to “Sections” in this Agreement are

references to Sections of this Agreement unless otherwise indicated.

16.

Miscellaneous.

(a)

Other than with respect to that certain Mutual Non-Disclosure Agreement dated October 25, 2026, by and between the Company and Bastion

(“NDA”), this Agreement contains the entire agreement and supersedes all prior agreements and understandings, both written

and oral, between the parties hereto with respect to the subject matter hereof. For the avoidance of doubt, the terms of the NDA shall

survive the entry into this Agreement.

(b)

This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.

(c)

This Agreement shall not be assignable by operation of law or otherwise by a party hereto without the consent of the other parties. Any

purported assignment without such consent is void. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to

the benefit of, and be enforceable by and against the permitted successors and assigns of each party hereto.

(d)

Neither the failure nor any delay by a party hereto in exercising any right, power or privilege under this Agreement shall operate as

a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of

any right, power or privilege hereunder.

(e)

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or

unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect

and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties hereto

that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which

may be hereafter declared invalid, void or unenforceable. In addition, the parties hereto agree to use their reasonable best efforts

to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void

or enforceable by a court of competent jurisdiction.

(f)

Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed

to in a writing signed by each party hereto.

(g)

This Agreement may be executed in one or more textually identical counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic

mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original

graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original

signature.

(h)

Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded

the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each party hereto and its counsel

cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among

the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting

or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement

against any party hereto that drafted or prepared it is of no application and is hereby expressly waived by each of the parties, and

any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation.

(i)

The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in

any way the meaning or interpretation of this Agreement or any term or provision of this Agreement

[Signature

Pages Follow]

WITNESS WHEREOF, each of the parties has executed this Agreement, or caused the same to be executed by its duly authorized representative,

as of the date first above written.

THE

COMPANY:

SkyAI

Inc.

By:

/s/

Paul K. Danner

Name:

Paul

K. Danner

Title:

Chief

Executive Officer

[Signature

Page to Settlement Agreement]

THE

STOCKHOLDERS:

Bastion Trading Limited

By:

/s/ Wei Zhu

Name:

Wei

Zhu

Title:

Director

Lucio

Holding Limited

By:

/s/

Wei Zhu

Name:

Wei

Zhu

Title:

Director

Bastion Holdings Limited

By:

/s/

Wei Zhu

Name:

Wei

Zhu

Title:

Director

/s/

Wei Zhu

Wei

Zhu

/s/

Ningxiang Zhang

Ningxiang

Zhang

/s/

Masahide Hoshi

Masahide

Hoshi

Exhibit

Company

Press Release

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

SkyAI

Enters into Tender Support and Settlement Agreement with Bastion Trading Limited; Extends Cash Tender Offer to All Pre-Funded Warrants

and Includes All Stapled Warrants

Bastion,

a Major Stockholder of SkyAI, Agrees to Tender All of Its Shares and Warrants and Enters Into Support Agreement

Increases

Number of Pre-Funded Warrants Purchased to 100% of Each Class Outstanding

Adds

Outstanding Stapled Warrants as New Classes

NEW

YORK – October 27, 2026 – SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today announced

that it has entered into a tender support and settlement agreement (the “Agreement”) with Bastion Trading Limited and certain

of its affiliates (together, “Bastion”). Under the Agreement, Bastion has agreed to tender all of its shares of common stock,

pre-funded warrants and stapled warrants into the Company’s amended cash tender offer (the “Offer”) and has agreed

to a three-year standstill.

The

Company also announced that it will amend the Offer to increase the number of pre-funded warrants it will purchase to 100% of each class

outstanding and to add each class of the Company’s outstanding stapled warrants. The amended Offer will be available to all holders

of the applicable securities on the same terms, providing an equal opportunity to receive cash for their securities.

“We

are pleased to have reached a constructive agreement with Bastion that provides a clear path forward for all parties,” said Paul

Danner, Executive Chairman of SkyAI. “By expanding the Offer, we are ensuring that all holders of our pre-funded warrants and stapled

warrants have the same opportunity to receive cash for their securities on equal terms, while facilitating a timely and orderly process.”

Bastion

will issue a separate press release today announcing its Agreement with the Company.

Amendments

to the Offer

The

Company will amend the Offer as follows:

● The

Company will add, as two new classes, up to 100% of its outstanding cash stapled warrants

and cryptocurrency stapled warrants each with an exercise price of $9.75 per share, at a

purchase price of $0.17 per cash stapled warrant or cryptocurrency stapled warrant in cash.`

● The

Company will purchase up to 100% of its outstanding cash pre-funded warrants and cryptocurrency

pre-funded warrants, up from 95% of each class. The purchase price stays at $3.00 per cash

or cryptocurrency pre-funded warrant, less the $0.0001 exercise price.

● The

Company will extend the expiration of the Offer to one minute after 11:59 p.m., New York

City time, on November 12, 2026, unless further extended or earlier terminated.

The

price and the percentage sought for common stock and strategic warrants do not change. The Company will purchase up to 95% of each of

those classes at $3.00 per share, or $3.00 per strategic warrant less the $0.0001 exercise price, in cash. The common stock, strategic

warrants, cash pre-funded warrants and cryptocurrency pre-funded warrants all remain subject to a 50% minimum subscription within their

own class for the tender of such class to be accepted. These tenders are not conditional on one another, meaning each minimum tender

is independent of the other classes.

all securities sought are tendered, the Company will pay approximately $214.3 million in the amended Offer. The Company will pay for

the securities purchased, and the related fees and expenses, from cash on hand. The Offer is not subject to a financing condition.

the weeks leading up to the commencement of the Offer, the Company sold approximately 2 million SOL at an average price net of fees of

$107.20 per SOL. The Company currently holds approximately $223 million in cash and has completed the sale of all of its SOL in the prior

weeks. The Company no longer holds any SOL and after the Offer is closed the Company will not be repurchasing SOL.

The

Company will file an amendment to its tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”)

that describes the amended terms in full.

The

Agreement

Under

the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Offer

and not to withdraw them. Bastion will receive the same price and will be subject to the same potential proration as every other holder

of the same class.

Pursuant

to the Agreement, for a period of three years after signing, Bastion has agreed not to acquire any of the Company’s securities,

nominate directors, submit shareholder proposals, solicit proxies, seek representation on the Board of Directors of the Company (the

“Board”) or otherwise seek to influence the management or policies of the Company, among other customary standstill restrictions.

The Agreement also includes customary mutual non-disparagement covenants and mutual releases, and Bastion has agreed not to bring any

proceeding relating to the Offer.

The

Agreement terminates if the Company does not complete the Offer.

Recommendation Regarding Participation in the Offer

The

Board has approved the Offer and the amendments. However, neither SkyAI, its Board, the Company’s directors or officers, nor the

information agent or depositary agent makes any recommendation to any shareholder or warrant holder as to whether the shareholder or

warrant holder should tender or refrain from tendering shares or warrants in the Offer or as to the number of shares or warrants a shareholder

or warrant holder should tender.

Each

shareholder and warrant holder must make his, her or its own decision regarding whether to participate in the Offer and, if so, how many

shares or warrants to tender. Shareholders and warrant holders are urged to carefully review the Offer Materials (as defined below) and

to consult their own financial, tax and legal advisors in making that decision.

Additional

Information Regarding the Offer

This

communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer

to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants, strategic warrants, cash stapled warrants and cryptocurrency

stapled warrants are being made solely pursuant to the Offer to Purchase, the related Letters of Transmittal and the other tender offer

materials, as amended (the “Offer Materials”), that the Company has filed and will file as part of a tender offer statement

on Schedule TO with the SEC and will file an amendment. Investors may obtain a free copy of these materials and all other documents filed

by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents

filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.skyai.co.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE OFFER MATERIALS OF THE COMPANY AND ANY AMENDMENTS OR

SUPPLEMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY

PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES, CASH PRE-FUNDED WARRANTS, CRYPTOCURRENCY PRE-FUNDED WARRANTS,

STRATEGIC WARRANTS, CASH STAPLED WARRANTS AND CRYPTOCURRENCY STAPLED WARRANTS INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION,

INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER MATERIALS CAN ALSO BE FOUND ON THE COMPANY’S WEBSITE AT https://www.skyai.co/investors/tender-offer-materials.

Questions

and requests for assistance, or for additional copies of the Offer Materials, may be directed to MacKenzie Partners, Inc. at (800) 322-2885

or (212) 929-5500, or by email at tenderoffer@mackenziepartners.com.

About

SkyAI

SkyAI,

Inc. (Nasdaq: SKYA) is an artificial intelligence company building an agentic finance platform for the Global South. The Company uses

AI to deliver financial access, education and actionable intelligence globally. For additional information, please visit www.skyai.co.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this release other than statements of historical

fact are forward-looking statements, including statements regarding the Agreement, the Offer and its amendment, including their timing,

terms, funding and completion, and the Company’s strategy. Forward-looking statements are based on current expectations, assumptions,

and beliefs, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied

by such statements.

Risks

and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing of the amendment,

expiration and completion of the Offer; (ii) the risk that the Offer may not be completed in a timely manner or at all, in which case

the Agreement will terminate; (iii) uncertainties as to the number of shares and warrants of each class that will be validly tendered

and not validly withdrawn in the Offer; (iv) the possibility that any or all of the various conditions to the consummation of the Offer,

including the minimum tender condition for each class, may not be satisfied or waived; (v) the occurrence of any event, change or other

circumstance that could give rise to the termination of the Offer or the Agreement; (vi) the effect of the announcement or pendency of

the Offer on the Company’s business and the trading market for its common stock; (vii) the risk that shareholder or warrant holder

litigation in connection with the Offer may result in significant costs of defense, indemnification and liability; (viii) the Company’s

ability to achieve the anticipated benefits of the Offer and the Agreement; and (ix) risks and uncertainties pertaining to the Company’s

business, and the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31,

2025 and its other filings with the SEC, as well as the Offer Materials, including any amendments or supplements thereto.

Forward-looking

statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise these statements,

whether as a result of new information, future developments, or otherwise, except as required by law.

Media

Contact

Edelman

Smithfield

SkyAI@edelmansmithfield.com

Information

Agent and Depositary Agent

MacKenzie

Partners, Inc.

(800)

322-2885 or (212) 929-5500

tenderoffer@mackenziepartners.com

Exhibit B

Stockholder Press

Release

Bastion

Trading Limited Reaches Agreement with SkyAI for Amendments to Tender Offer and Announces That It Will Tender All of Its SkyAI Securities

Bastion

Trading to Tender All of Its Shares, Pre-Funded Warrants and Stapled Warrants into SkyAI’s Amended Cash Tender Offer

Bastion

Trading Supports SkyAI’s Extension of the Offer to All Pre-Funded Warrants and Stapled Warrants

NEW

YORK – October 27, 2026 – Bastion Trading Limited and certain of its affiliates (together, “Bastion Trading”),

a holder of 4,649,745 Shares of Common Stock, 4,234,615 Cash Pre-Funded Warrants and 5,384,615 Cash Stapled Warrants of SkyAI, Inc. (Nasdaq:

SKYA) (“SkyAI” or the “Company”), today announced that it has entered into a tender support and settlement agreement

(the “Agreement”) with the Company.

Under

the Agreement, SkyAI has agreed to amend its cash tender offer (the “Offer”) to provide for among other items the tender

of 100% of the outstanding pre-funded warrants and to extend the Offer to include the stapled warrants. In connection with these amendments,

Bastion Trading has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants.

Ningxiang

Zhang, Chief Executive Officer of Bastion Trading, said: “We appreciate the constructive engagement with SkyAI’s Board and

management. We are pleased that the Company has agreed to meaningful amendments to the Offer, which we believe represents a fair and

balanced outcome. This agreement gives Bastion Trading a clear and orderly exit, and we support the Company’s decision to extend

the Offer to all pre-funded warrants and the stapled warrants at a combined 1x mNAV.”

“The

Company is pleased to reach an agreement with Bastion Trading which is extended to all shareholders and warrantholders equally,”

Paul Danner, Executive Chairman of SkyAI, said “By expanding the Offer, we are providing all holders of our pre-funded warrants

and stapled warrants with equal terms for liquidity in a timely fashion.”

About

Bastion Trading

Bastion

Trading is a proprietary trading firm founded by experienced investment professionals. The firm invests its own capital across global

financial markets, leveraging deep market expertise, quantitative strategies and proprietary technology to identify opportunities and

manage risk.

Contacts

Olshan

Frome Wolosky LLP

Andrew

Freedman / Rebecca Van Derlaske

AFreedman@olshanlaw.com/

RVanDerlaske@olshanlaw.com

Quinn

Emanuel Urquhart & Sullivan, LLP

Jianjian

jianjianye@quinnemanuel.com

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