SkyAI: a $10M prepaid treasury fee reset into tiered recurring economics inside a 20-year related-party mandate.
SkyAI, formerly Sharps Technology, provides an unusually complete currentness control: the same Sol Edge treasury relationship moved from a prepaid first-year fee tied to the launch-scale digital-asset balance into a tiered recurring account-value fee, while a separate related-party strategic-advisor agreement carried substantial warrant economics. By September 2026, those provider economics had also become part of a live shareholder-governance debate ahead of the company's annual meeting.
Agreement-family snapshot
| Field | Publicly disclosed term |
|---|---|
| Issuer | SkyAI, Inc. — formerly Sharps Technology, Inc.; name and Nasdaq ticker changed in May 2026 |
| Treasury consultant | Sol Edge Limited |
| Role | Asset-management and related services for the company's digital-asset treasury, subject to the Treasury Policy, Investment Guidelines and oversight structure |
| Initial fee period | August 28, 2025 through August 27, 2026: $10 million paid upfront, described in the 2026 Form 10-K as equal to 2.5% of $400 million of digital assets at execution |
| Fee from August 27, 2026 | 2.00% per year on the first $1.0 billion of Account Equity; 1.75% on the next $500 million; 1.50% above $1.5 billion, divided by 12 and paid monthly |
| Current fee state as of September 17, 2026 | The tiered schedule's filed effective date has passed, but the reviewed public financial record does not yet show the first post-August-27 monthly accrual or payment |
| Payment asset | USDC, USDT, SOL or a combination, at the company's option under the disclosed amendment |
| Term | 20 years |
| Client termination | 120-day underperformance path at the Strategic Committee's good-faith discretion, plus separate cause provisions |
| Termination economics | If the client terminates during the Term, the filed agreement states that all fees and other compensation that would have accrued through the end of the Term are payable as liquidated damages, monthly through the Term |
The 2026 fee change is a currentness problem, not just a different percentage
The 2025–2026 first-year structure was a fixed $10 million prepaid annual amount. The later disclosure ties recurring compensation to Account Equity using three rate bands. That changes both payment timing and the economic denominator. A historical comparison that stores only “2.5%” or only “$10 million” becomes stale after the August 2026 transition.
The new tiered schedule is effective, but first post-change realization is not yet public
The June 30, 2026 Form 10-Q says the amended monthly fee begins August 27, 2026. That date has now passed, so the tiered formula is the contractually effective schedule in the reviewed record. But the same 10-Q reports a financial period ending before the transition, and the later proxy statement was filed before August 27. The reviewed public record therefore does not yet establish the first monthly accrual, invoice or payment under the new tiered formula.
For currentness purposes, this is ACTIVE — FEE SCHEDULE EFFECTIVE / POST-CHANGE ACCRUAL NOT YET OBSERVED. It should not be converted into a realized-dollar claim until a later primary source reports the post-transition accounting or payment.
The realized expense under the prepaid first-year structure is already visible
SkyAI's Form 10-Q for the six months ended June 30, 2026 reported $5.0 million of related-party Sol Edge consulting expense, including $2.5 million in the second quarter. It also reported approximately $1.67 million of prepaid expense remaining at June 30, compared with approximately $6.67 million at year-end 2025.
The exit clause is materially different from an ordinary renewal decision
The executed Sol Edge agreement states a 20-year term. The company has a 120-day termination path if the Strategic Committee determines in good faith that the consultant significantly underperformed, and separate cause rights also exist. But the same filed agreement states that a client termination during the Term triggers liquidated-damages economics equal to all fees and other compensation that would otherwise have accrued through the end of the Term.
That makes the contract useful as an exit-exposure control: the practical comparison is not just annual rate versus peers, but annual rate plus remaining-term mechanics and the governance process required to invoke an exit path.
Sol Markets is a separate agreement family
SkyAI also entered into a separate Strategic Advisor Agreement with Sol Markets. The 2025 Form 8-K disclosed 6,321,367 strategic-advisor warrants with a par-value exercise price, plus potential additional warrants tied to exercises of specified offering warrants. The 2025 Form 10-K recorded approximately $101.3 million of fair value for the strategic-advisor warrants.
The original 2025 Form 8-K and the later 2025 Form 10-K describe different stated warrant terms. Because that version discrepancy is not necessary to the provider-economics comparison, this case note does not use warrant duration as a benchmark field.
The related-party facts belong in the same decision record
Public filings identify both Sol Edge and Sol Markets as controlled by James Zhang, the brother of SkyAI Chief Investment Officer and director Alice Zhang. The 2026 Form 10-K also states that Ms. Zhang's husband, Jason Hu, was until recently a senior employee of Sol Edge. These are relationship facts, not a conclusion about fairness or pricing.
A September shareholder-governance event makes the provider stack a live decision trigger
SkyAI's August 17 proxy statement schedules its 2026 annual meeting for September 18 and asks stockholders to elect five directors, among other proposals. The same proxy repeats the related-party provider disclosures, including the year-end Sol Edge prepaid balance and the approximately $101.3 million fair value recorded for Sol Markets strategic-advisor warrants.
Separately, Forward Industries publicly urged SkyAI stockholders to vote against the Board's director nominees and cited the Sol Edge / Sol Markets related-party economics among its criticisms. That is Forward Industries' stated position, not a conclusion of DAT Provider Research. The public campaign does not by itself amend, terminate or invalidate either provider agreement.
Why this case matters for a Board / CFO stress test
SkyAI combines seven decision-critical fields in one public record: a fee reset, a changing denominator, a passed contractual effective date without yet-observed post-change realization, realized related-party expense under the prior period, a long-duration remaining-fee exit clause, a separate equity-heavy strategic-advisor agreement, and a current shareholder-governance event in which those economics are being publicly contested. It is therefore a strong control against treating one headline fee as the full provider cost.
Primary and attributable public sources
August 2025 Form 8-K — Sol Edge and Sol Markets agreement summary
Executed Sol Edge Consulting Agreement
Executed Sol Markets Strategic Advisor Agreement
2026 Form 10-K — first-year fee, future fee schedule and related-party disclosures
June 30, 2026 Form 10-Q — current fee amendment and realized first-year expense
August 2026 proxy statement — annual-meeting and latest related-party disclosures
Forward Industries — attributable September 2026 shareholder-campaign statement
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Public-source factual commercial research only. No legal interpretation of enforceability, no fairness or arm's-length conclusion, no fiduciary, accounting or investment opinion, and no recommendation concerning any provider, agreement, director or shareholder vote.