Forward Industries pitches all-stock roll-up of Solana

Forward Industries (NASDAQ: FWDI), described as the largest Solana digital asset treasury (DAT) with over 7 million SOL, sent non-binding all-stock acquisition proposals to SkyAI (SKYA) and Solana Company (HSDT) on June 15. Solana Company declined the initial offer and SkyAI had not responded at the time of the announcement, leaving deal odds unclear despite premium terms.

Key Takeaways

Forward Industries delivered non-binding, all-stock acquisition proposals to SkyAI (SKYA) and Solana Company (HSDT).
Solana Company rejected the initial approach, while SkyAI had not engaged as of the announcement.
The HSDT proposal implied about a 10% premium, offering 0.386 newly issued FWDI shares per HSDT share at $1.63.
The tracked SOL DAT cohort was cited trading at 0.34–0.76 mNAV, with FWDI at 0.69 on a basic market-cap basis and 1.01 on a fully diluted basis.

Forward’s All-Stock Roll-Up Push Hits Immediate Resistance

Forward Industries disclosed that it sent two non-binding proposals to acquire SkyAI and Solana Company, framing both as all-stock business combinations. The structure matters. Paying with newly issued equity, not cash, signals Forward is trying to arbitrage public-equity discounts to crypto holdings rather than deploy balance-sheet liquidity.

The first response was negative. Solana Company declined Forward’s initial offer, while SkyAI did not respond at the time described. For HSDT, Forward proposed that stockholders receive 0.386 newly issued Forward common shares for each HSDT common share at $1.63, an implied premium of about 10%. For SKYA, Forward offered an all-stock deal pitched at a 20% premium to SkyAI’s recent price, though the exchange ratio was not specified.

The outreach followed a separate approach disclosed about a week earlier to acquire Solmate, another Solana treasury vehicle, which was rejected. The pattern so far is consistent: Forward is pushing a roll-up, but counterparties are not yet meeting it halfway.

How Big Is Forward vs. the Targets in SOL Terms

Forward’s pitch leans heavily on scale. The company is described as holding over 7 million SOL, with the majority staked or deployed in Solana DeFi, and its SOL position is larger than its next three competitors combined.

Against that base, the targets are meaningfully smaller but still material in SOL terms. Solana Company is described as the second-largest SOL DAT with about 2.3 million SOL tokens, while SkyAI is described as holding roughly 2 million SOL tokens. In a sector where the underlying asset is liquid and mark-to-market, size is less about “owning more SOL” and more about whether a larger vehicle can run a lower-cost operating stack, access financing, and keep its equity liquid enough to use as acquisition currency.

Forward also said it is borrowing against its liquid staked SOL through a deal with Galaxy and using the “freed-up cash” to deploy in “non-correlated, high-yield opportunities,” including an investment in the OnRe reinsurance platform. That financing angle reinforces why equity-based M&A is the chosen tool: it preserves cash while attempting to consolidate SOL exposure under a single, more tradeable wrapper.

The mNAV Discount Backdrop Across Solana Treasury Stocks

The setup is a classic closed-end-fund problem wearing a crypto label. Digital asset treasuries can trade at a premium or discount to the value of their holdings, often summarized as mNAV. The six active SOL DATs referenced were cited trading between 0.34 and 0.76 mNAV, a steep discount band that signals investors are pricing in overhead, dilution risk, and governance friction.

Forward itself sits inside that dislocation. It was cited at 0.69 mNAV on a basic market-cap basis, while management pointed to a 1.01 mNAV on a fully diluted basis. That gap is not cosmetic. It is the difference between “cheap SOL exposure” and “fully priced once you count the paper.” If Forward is issuing shares to buy discounted peers, the market will care less about the headline premium and more about whether the pro forma vehicle tightens the sector’s discount or just re-bundles it.

Catalysts and Friction Points: Russell Index Inclusion and the Non-Binding Reality

Forward’s near-term catalyst is mechanical: planned inclusion in the Russell 2000 and Russell 3000 at the end of June 2026. Management expects passive index buying to improve liquidity, which matters if Forward wants to keep using stock as currency.

The friction is also mechanical. These proposals are explicitly non-binding, one target has already declined, and the other has not engaged. The next signals are straightforward: whether SkyAI confirms engagement, rejection, or a counter. Whether Forward revises HSDT terms beyond the 0.386 exchange ratio at $1.63. And whether any approach graduates from press-release courtship to a definitive agreement.

Forward’s willingness to keep swinging is already established. After the rejected Solmate approach, more non-binding proposals or another roll-up attempt would not be surprising, but traders should treat “intent” as narrative until a board signs.

Consolidation Is the New Tradeable Narrative for SOL Treasuries—But Only If Terms Tighten

I read Forward’s move as an attempt to weaponize relative scale in SOL holdings and liquidity to consolidate a sector trading at deep mNAV discounts, using equity instead of cash. That is rational market structure behavior when the product is essentially “packaged SOL exposure” and the packaging is mispriced.

The real test is whether this becomes a spread-compression story in the equities, not a SOL beta story. The threshold that matters is a definitive agreement with terms that the market views as accretive on a fully diluted basis. If Russell inclusion actually improves FWDI liquidity and the next bid tightens enough to get a board to engage, the setup starts to look structural rather than narrative-driven, and that is when the mNAV discount becomes the tradeable variable that matters.

Sources

The Block