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

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

Key Figures

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

8 metrics

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

Market Reality Check

Price: $2.95 Vol: Volume 302,006 is 2.02x t...

high vol

$2.95 Last Close

Volume Volume 302,006 is 2.02x the 20-day average of 149,150 shares. high

Technical Price $3.11 trades below the 200-day MA at $4.63, reflecting prior weakness.

Peers on Argus

SKBL traded down 1.27% with elevated volume while 2 scanned peers (including ONE...

1 Up 2 Down

SKBL traded down 1.27% with elevated volume while 2 scanned peers (including ONEG at about -22.24% and FGL at about -20.47%) also moved lower. ESOA rose sharply, showing mixed but generally weak sentiment across parts of the group.

Previous Private placement Reports

4 past events · Latest: Nov 03 (Neutral)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Nov 03	Private placement closing	Neutral	+16.8%	Closed $23.885M private placement with shares, prefunded and ordinary warrants.
Oct 29	Private placement pricing	Neutral	+9.6%	Priced $23.885M private placement of shares and five-year warrants.
Sep 02	Private placement closing	Neutral	-2.9%	Closed $17.775M placement of shares, large prefunded and A/B warrants.
Aug 27	Private placement announcement	Neutral	+52.2%	Announced $17.775M private placement with warrants at sub-dollar exercise prices.

Pattern Detected

Prior private placement announcements often produced sizeable price swings, with mostly positive single-day reactions despite financing-related dilution.

Recent Company History

Over recent months, SKBL has repeatedly used brokered private placements to raise capital. Announcements on Aug 27, 2025 and Sep 02, 2025 involved a $17.775 million placement, followed by a larger $23.885 million offering priced on Oct 29, 2025 and closed on Nov 03, 2025. These financings included common shares, prefunded warrants, and multi-year warrants. Historical price reactions to these private placements ranged from modest declines to strong gains, indicating the market often traded these events actively.

Historical Comparison

private placement

+18.9 %

Average Historical Move

Historical Analysis

In the past year, SKBL disclosed 4 private placement deals, with an average one-day move of 18.94%, showing that financing news has often been a major trading catalyst.

Typical Pattern

SKBL progressed from announcing and closing a $17.775M private placement in August–September 2025 to a larger $23.885M transaction in late October–early November 2025, repeatedly using equity and warrant structures to secure funding.

Market Pulse Summary

This announcement details a $31.59 million brokered private placement of convertible preferred share...

Analysis

This announcement details a $31.59 million brokered private placement of convertible preferred shares with a $2.40 conversion price and a $1.50 floor, plus placement agent warrants and planned resale registration. Historically, SKBL’s private placement news produced large one-day moves, with an average change of 18.94%. Investors may track how this new financing interacts with prior warrant exchanges, recent governance changes, and the stock’s position below its 200-day MA.

Key Terms

private placement, preferred shares, registration rights agreement, form f-1

4 terms

private placement financial

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

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

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.

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. Not financial advice.

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

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.