Skyline Builders Group Holding Ltd. Announces $17.775 Million Private Placement

Rhea-AI Summary

Skyline Builders Group (NASDAQ: SKBL), a Hong Kong-based civil engineering services provider, has announced a $17.775 million private placement through the sale of up to 24,349,315 Class A Ordinary Shares at $0.73 per share.

The offering includes prefunded warrants and two types of purchase warrants: A Warrants exercisable at $0.60 per share and B Warrants at $0.65 per share, both valid for five years. Notably, $7 million of the proceeds will be used to retire 18.5 million shares owned by the CEO's company, with remaining funds allocated for working capital and corporate purposes.

The private placement, co-led by Dominari Securities, Revere Securities, and Pacific Century Securities, is expected to close on August 27, 2025.

Positive

• Significant capital raise of $17.775 million strengthens financial position
• Long-term warrants provide potential additional capital through exercise

Negative

• Substantial share dilution through issuance of 24.3 million new shares
• $7 million of proceeds used to buy back CEO's shares instead of business growth
• Offering price of $0.73 and warrant exercise prices may indicate pressure on share value

Insights

Financial Analyst

SKBL raises $17.8M in private placement with complex structure; $7M used to buy back CEO's shares, diluting existing shareholders.

Skyline Builders has secured $17.775 million through a private placement priced at $0.73 per share, significantly below its current market price. This financing includes the issuance of up to 24,349,315 Class A Ordinary Shares along with two warrant classes. The transaction structure is particularly complex and raises several concerns for existing shareholders.

The company plans to use $7 million (about 39%) of these proceeds to repurchase 18.5 million shares from the CEO's holding company. This unusual arrangement effectively transfers value from new investors directly to the CEO, which isn't typical in capital raises. The remaining $10.8 million will go toward working capital and general corporate purposes, though specific operational priorities aren't detailed.

This placement includes multiple warrant components with exercise prices of $0.60 and $0.65 per share, both below the offering price, suggesting significant potential dilution beyond the initial share issuance. With each new share accompanied by two full warrants exercisable for five years, the total potential dilution could reach over 73 million shares—roughly tripling the current float if all warrants are exercised.

For a civil engineering company operating as a subcontractor in Hong Kong's infrastructure sector, this financing raises questions about underlying business fundamentals and cash needs. The buyback of the CEO's shares using investor capital rather than reinvesting fully in growth opportunities signals potential concerns about the company's strategic direction and governance practices.

Hong Kong, Aug. 27, 2025 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (NASDAQ: SKBL) (the “Company”), a civil engineering services provider in Hong Kong, today announced that it has entered into a definitive securities purchase agreement dated August 27, 2025 with accredited investors for the issuance and sale (the “Offering”) of up to 24,349,315 Class A Ordinary Shares, par value $0.00001 per share (each, a “Class A Ordinary Share”) and/or prefunded warrants to purchase Class A Ordinary Shares (the “Prefunded Warrants”) in lieu of Class A Ordinary Shares, at a price of $0.73 per share, together with the Company’s Class A Ordinary Share Purchase Warrant As to purchase up to 24,349,315 Class A Ordinary Shares (the “A Warrants”) and the Company’s Class A Ordinary Share Purchase Warrant Bs to purchase up to 24,349,315 Class A Ordinary Shares (the “B Warrants”) in a brokered private placement on a best-efforts basis, for a combined aggregate gross proceeds of approximately $17,775,000, before deducting fees and offering expenses.

Each Pre-funded Warrant will entitle the holder to acquire one Ordinary Share at an exercise price of $0.0001 per share; each A Warrant will be immediately exercisable and entitle the holder to acquire one Class A Ordinary Share at an exercise price of $0.60 per share, for a period of five years following the closing of the Offering; and each B Warrant will be immediately exercisable and entitle the holder to acquire one Class A Ordinary Share at an exercise price of $0.65 per share, for a period of five years following the closing of the Offering. The private placement is expected to close on August 27, 2025, subject to customary closing conditions.

The Company shall use the net proceeds from the sale of the securities hereunder as follows: (a) the Company shall use approximately $7,000,000 from the proceeds to retire the 18,500,000 Class A Ordinary Shares of the Company owned by Supreme Development (BVI) Holdings Limited, a company which is beneficially owned by Ngo Chiu Lam, the Company’s Chief Executive Officer; and (b) the Company shall use the remaining proceeds for general working capital and other general corporate purposes. The Company intends to use the proceeds from the offering for working capital and general corporate purposes.

Dominari Securities LLC, Revere Securities LLC and Pacific Century Securities are acting as co- placement agents for the Offering.

The securities offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the Class A Ordinary Shares, and the shares underlying the Pre-funded Warrants, the A Warrants and the B Warrants to be issued in the private placement. Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus.

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 involved 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 regarding the proposed Share Consolidation, the Company’s ability to grow its business, and other statements that are not historical facts, including 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 is the size and price of SKBL's private placement announced on August 27, 2025?

Skyline Builders Group announced a $17.775 million private placement through the sale of up to 24,349,315 Class A Ordinary Shares at $0.73 per share.

How will SKBL use the proceeds from the private placement?

SKBL will use $7 million to retire 18.5 million shares owned by the CEO's company, with the remaining proceeds allocated for working capital and general corporate purposes.

What are the terms of the warrants included in SKBL's private placement?

The offering includes A Warrants exercisable at $0.60 per share and B Warrants at $0.65 per share, both exercisable for five years, plus prefunded warrants at $0.0001 per share.

Who are the placement agents for SKBL's private placement?

The private placement is co-led by Dominari Securities LLC, Revere Securities LLC, and Pacific Century Securities as placement agents.

Will SKBL's private placement shares be registered with the SEC?

While initially unregistered, SKBL has agreed to file a registration statement with the SEC covering the resale of the shares and warrant shares.