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

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Skyline Builders Group (NASDAQ: SKBL), a Hong Kong-based civil engineering services provider, has successfully closed a $17.775 million private placement on August 29, 2025. The offering included 1,359,314 Class A ordinary shares and 22,990,000 prefunded warrants, along with A and B Warrants to purchase up to 24,349,314 Class A Ordinary Shares each.

The pricing structure included combinations of shares/warrants at $0.73 and prefunded warrant combinations at $0.7299. Of the proceeds, $7 million was used to retire 18.5 million shares owned by the CEO's company, with remaining funds allocated for working capital. The placement was co-led by Revere Securities, Dominari Securities, and Pacific Century Securities, with American Ventures participating as a strategic investor.

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Positive

  • Secured significant funding of $17.775 million through private placement
  • Strategic investor American Ventures participated in the offering
  • Immediate warrant exercisability provides quick access to additional capital if needed

Negative

  • $7 million of proceeds used to retire CEO's shares rather than business growth
  • Significant potential dilution from 24.3M A Warrants and 24.3M B Warrants
  • Securities not registered under Securities Act, limiting immediate tradability

News Market Reaction

-2.86%
7 alerts
-2.86% News Effect
+3.0% Peak Tracked
-17.4% Trough Tracked
-$1M Valuation Impact
$36M Market Cap
0.1x Rel. Volume

On the day this news was published, SKBL declined 2.86%, reflecting a moderate negative market reaction. Argus tracked a peak move of +3.0% during that session. Argus tracked a trough of -17.4% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $1M from the company's valuation, bringing the market cap to $36M at that time.

Data tracked by StockTitan Argus on the day of publication.

Hong Kong, Sept. 02, 2025 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (NASDAQ: SKBL) (the “Company”), a civil engineering services provider in Hong Kong, today announced that on August 29, 2025 (the “Closing Date”) it  closed its private placement (the “Offering”) of 1,359,314 Class A ordinary shares, par value $0.00001 per share (each, a “Class A Ordinary Share”), 22,990,000 prefunded warrants to purchase Class A Ordinary Shares (the “Prefunded Warrants”), Class A Ordinary Share Purchase Warrant As to purchase up to 24,349,314 Class A Ordinary Shares (the “A Warrants”), and  Class A Ordinary Share Purchase Warrant Bs to purchase up to 24,349,314 Class A Ordinary Shares (the “B Warrants”). The purchase price for a combination of one Class A Ordinary Share, one A Warrant and one B Warrant was $0.73 and the purchase price for a combination of one Prefunded Warrant, one A Warrant and one B Warrant was $0.7299.

Each Pre-funded Warrant is immediately exercisable and entitles the holder to acquire one Class A Ordinary Share at an exercise price of $0.0001 per share. Each A Warrant is immediately exercisable and entitles 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 Private Placement. Each B Warrant is immediately exercisable and entitles 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 Private Placement.

On the Closing Date, the Company received aggregate gross proceeds of $17,775,000, before deducting fees and offering expenses.

The Company used or shall use the net proceeds from the sale of the securities hereunder as follows: (a) on the Closing Date, approximately $7,000,000 was used 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 remaining proceeds for general working capital and other general corporate purposes.

Revere Securities LLC, Dominari Securities LLC, and Pacific Century Securities (collectively, the “Placement Agents”) acted as co-placement agents for the Offering. The investors of the Offering include American Ventures, a strategic investor, and a high net worth individual.

The securities offered and sold by the Company in the Offering 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, and certain warrants paid to the Placement Agents. 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

How much did Skyline Builders Group (SKBL) raise in their private placement?

Skyline Builders Group raised $17.775 million in gross proceeds through their private placement that closed on August 29, 2025.

What is the exercise price for SKBL's warrant offerings?

The offering included multiple warrant types: Pre-funded Warrants at $0.0001 per share, A Warrants at $0.60 per share, and B Warrants at $0.65 per share, all exercisable for 5 years.

How will SKBL use the proceeds from the private placement?

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

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

The placement was co-led by Revere Securities LLC, Dominari Securities LLC, and Pacific Century Securities, with American Ventures participating as a strategic investor.

What is the potential dilution from SKBL's warrant offerings?

The offering includes potential dilution from 22.99 million prefunded warrants and two sets of warrants each allowing purchase of up to 24.35 million shares, totaling potential dilution of over 71 million shares.
Skyline Builders Group Holding

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