Skyline Builders Group Holding Limited Announces Pricing of a Private Placement of Preferred Shares

Skyline Builders Group Holding (NASDAQ: SKBL) priced a brokered private placement of 6,318 preferred shares for gross proceeds of approximately $31.59 million, before fees, with closing expected on or about February 13, 2026.

Rhea-AI Summary

Skyline Builders Group Holding (NASDAQ: SKBL) priced a brokered private placement of 6,318 preferred shares for gross proceeds of approximately $31.59 million, before fees, with closing expected on or about February 13, 2026. Each preferred share converts into Class A ordinary shares at $2.40 per share, subject to anti-dilution protections and a conversion floor of $1.50.

The placement used Regulation D (~$26.59M to U.S. investors) and Regulation S (~$5M to non-U.S. investors). Placement agents receive an 8% cash fee and warrants equal to 6% of underlying Class A shares; registration rights require an F-1 registration filing within 60 business days after closing.

Positive

• Gross proceeds of $31.59 million from the private placement
• Majority of offering (~$26.59M) placed with U.S. investors under Regulation D
• Registration rights to file a Form F-1 within 60 business days

Negative

• Placement agent cash fee equals 8% of gross proceeds
• Placement agent warrants equal to 6% of underlying Class A shares
• Conversion price floor of $1.50 may increase potential dilution

Argus Feb 11 session

-5.14% close to close Open Argus

Details

News Market Reaction – SKBL

On Feb 11, the day this news came out, SKBL closed 5.14% below the previous close.

Data tracked by StockTitan Argus for the Feb 11 session.

Market Context

On Feb 11, the day this news came out, the stock closed 5.1% below the previous close. A negative re...

Analysis

On Feb 11, the day this news came out, the stock closed 5.1% below the previous close. A negative reaction despite the capital raise fits a pattern where investors reassessed dilution and financing terms following offerings. SKBL had an average 18.94% one-day move across prior private placement headlines, including both gains and pullbacks. With shares already below the 200-day MA of $4.63, additional convertible preferreds and warrants may have reinforced concerns about future share supply, even as the company continued to bolster its balance sheet.

Key Figures

Gross proceeds: $31,590,000 Preferred shares issued: 6,318 shares Par value: $0.00001 per share +5 more

Gross proceeds

$31,590,000

Preferred share private placement before fees and expenses

Preferred shares issued

6,318 shares

Number of preferred shares in the private placement

Par value

$0.00001 per share

Par value of the preferred shares

Conversion price

$2.40 per share

Initial conversion price into Class A ordinary shares

Conversion floor

$1.50 per share

Minimum conversion price after anti-dilution adjustments

Reg D proceeds

$26.59 million

Preferred shares sold to U.S. investors under Regulation D

Reg S proceeds

$5 million

Preferred shares sold to non-U.S. investors under Regulation S

Placement fee rate

8.0%

Cash fee on aggregate gross proceeds of the private placement

Previous Private placement Reports

4 past events · Latest: Nov 03

Same Type 4 events

1. Nov 03

   Private placement closing

   24h Move

   +16.8%

   Closed $23.885M private placement with shares, prefunded and ordinary warrants.

2. Oct 29

   Private placement pricing

   24h Move

   +9.6%

   Priced $23.885M private placement of shares and five-year warrants.

3. Sep 02

   Private placement closing

   24h Move

   -2.9%

   Closed $17.775M placement of shares, large prefunded and A/B warrants.

4. Aug 27

   Private placement announcement

   24h Move

   +52.2%

   Announced $17.775M private placement with warrants at sub-dollar exercise prices.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, preferred shares, regulation d offering, regulation s offering, +3 more

7 terms

private placement financial

"today announced the pricing of a brokered private placement of 6,318 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

preferred shares financial

"a brokered private placement of 6,318 shares of preferred shares, par value"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

regulation d offering regulatory

"Preferred Shares were issued under a Regulation D offering to US based investors"

A Regulation D offering is a set of U.S. Securities and Exchange Commission rules that lets a company sell stocks or bonds privately without the full public registration process. Think of it like a private fundraising event versus a public sale: it can speed capital raising and limit who can buy (often accredited investors), but it also means less public disclosure and resale restrictions that can increase risk for investors.

regulation s offering regulatory

"and approximately $5 million of Preferred Shares were issued under a Regulation S offering"

An Regulation S offering is a way for a company to sell securities to investors located outside the United States without registering the sale with U.S. securities authorities. It matters to investors because it enables companies to raise money more quickly and cheaply across borders, but those securities often carry limits on resale back into the U.S. for a period—like buying a souvenir that you can’t immediately sell in another country.

placement agent warrants financial

"non-callable warrants (the “Placement Agent Warrants”) exercisable for a number of"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

registration rights agreement regulatory

"The Company will also enter into a Registration Rights Agreement with the Purchasers"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

form f-1 regulatory

"agree to file a registration statement on Form F-1 (or other suitable form)"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HONG KONG, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (NASDAQ: SKBL), a Cayman Islands exempted company with limited liability (the “Company”), today announced the pricing of a brokered private placement of 6,318 shares of preferred shares, par value $0.00001 per share, (the “Preferred Shares”) for a total gross proceeds of approximately $31,590,000, before deducting placement agent fees  and other offering expenses payable by the Company. Each preferred share is convertible into Class A ordinary shares with a conversion price of $2.40 per share, subject to certain anti-dilution adjustments, but in no event less than $1.50 per share and other customary adjustments for share splits, recapitalizations, reorganizations and similar transactions. Approximately $26.59 million of Preferred Shares were issued under a Regulation D offering to US based investors and approximately $5 million of Preferred Shares were issued under a Regulation S offering to non-US investors.

In connection with the Private Placement, the Company also entered into a Placement Agency Agreement, dated February 10, 2026 (the “Placement Agency Agreement”), with Dominari Securities LLC (“Dominari”) and an Introducer Agreement, dated February 10,2026 (the “Introducer Agreement”) Ocean Wall Ltd. (“Ocean Wall”, and collectively with Dominari, the “Placement Agents” and each a “Placement Agent”)

As compensation for their services, the Company will pay the  Placement Agents a aggregate cash fee equal to eight percent (8.0%) of the aggregate gross proceeds of the Private Placement and non-callable warrants (the “Placement Agent Warrants”) exercisable for a number of the Company’s Class A Ordinary Shares equal to six percent (6%) of the Class A Ordinary Shares underlying   the Preferred Shares on the closing date The Placement Agent Warrants will have an exercise price of $2.40 per share, subject to customary adjustments for stock splits, recapitalizations, reorganizations and similar transactions.

The Company will also enter into a Registration Rights Agreement with the Purchasers and the Placement Agents, pursuant to which the Company will agree to file a registration statement on Form F-1 (or other suitable form) with the U.S. Securities and Exchange Commission (the “SEC”) within sixty (60) business days following the closing for the resale of the Class A Ordinary Shares underlying the Preferred Shares and  the Placement Agent Warrants.

The Offering is expected to close on or about February 13, 2026, subject to the satisfaction of customary closing conditions.

The securities to be issued and sold by the Company in the Private Placement, including the underlying Class A Ordinary Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act and such state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing of the private placement, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

About Skyline Builders Group Holding Limited

Skyline Builders Group Holding Limited (NASDAQ: SKBL) operates as an Approved Public Works Contractor undertaking roads and drainage to its customers in Hong Kong. Its construction activities mainly include public civil engineering works, such as road and drainage works, in Hong Kong. It mostly undertakes civil engineering works in the role of subcontractor, while it is also fully qualified to undertake such works in the capacity of main contractor. The Company’s public sector projects mainly involve infrastructure developments while private sector projects mainly involve residential and commercial developments.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. These forward-looking statements include statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

For more information, please contact:

Skyline Builders Group Holding Limited

Investor Relations Department

Email: ir@skylinebuilders.cc

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Skyline Builders (SKBL) announce about the private placement on February 11, 2026?

Skyline Builders announced a brokered private placement raising approximately $31.59 million. According to the company, 6,318 preferred shares were priced, convertible into Class A ordinary shares at a $2.40 conversion price, subject to adjustments.

How will the SKBL preferred shares convert into Class A ordinary shares?

Each preferred share converts into Class A ordinary shares at a $2.40 conversion price, with anti-dilution adjustments and a floor of $1.50. According to the company, customary adjustments apply for splits and reorganizations.

What fees and warrants did Skyline Builders (SKBL) agree to for placement agents?

The company will pay placement agents an 8% cash fee of gross proceeds plus warrants equal to 6% of underlying Class A shares. According to the company, the warrants are non-callable with a $2.40 exercise price.

When is the SKBL private placement expected to close and what registration rights were agreed?

The offering is expected to close on or about February 13, 2026, subject to customary conditions. According to the company, it will file a registration statement on Form F-1 within 60 business days after closing for resale of the underlying shares.

How was the $31.59 million SKBL offering allocated between U.S. and non-U.S. investors?

Approximately $26.59 million of the Preferred Shares were issued under Regulation D to U.S. investors and about $5 million were issued under Regulation S to non-U.S. investors. According to the company, those allocations reflect the placement structure.