Skyline Builders Group Holding Ltd. Announces Closing of $31.59 Million Private Placement

Rhea-AI Summary

Skyline Builders Group Holding (NASDAQ: SKBL) closed a concurrent private placement on February 13, 2026, issuing 6,322 Series B Preferred Shares for aggregate gross proceeds of approximately $31.59 million before fees.

About $26.59 million was sold under Regulation D to accredited investors and about $5 million under Regulation S to non‑US investors. Each Preferred Share converts into Class A ordinary shares at $2.40 per share (floor $1.50); placement agents received warrants equal to 6% of underlying Class A shares. Net proceeds are for general working capital and corporate purposes.

Positive

• $31.59M aggregate gross proceeds closed
• $26.59M issued under Regulation D to accredited investors
• Reg S tranche of approximately $5M to non‑US investors
• Company will file resale registration statement for conversion shares

Negative

• Conversion price set at $2.40 (floor $1.50) creates potential dilution
• Placement agent warrants equal to 6% of underlying Class A shares
• Securities not registered at closing; resale limited until registration or exemption
• Placement proceeds are gross; placement agent fees and expenses will reduce net proceeds

Key Figures

Gross proceeds: $31.59 million Preferred shares issued: 6,322 shares Regulation D portion: $26.59 million +5 more

8 metrics

Gross proceeds $31.59 million Aggregate gross proceeds from Series B Preferred private placements

Preferred shares issued 6,322 shares Series B Preferred Shares issued in concurrent private placements

Regulation D portion $26.59 million Preferred Shares sold to accredited U.S. investors under Regulation D

Regulation S portion $5 million Preferred Shares sold to non-U.S. investors under Regulation S

Conversion price $2.40 per share Conversion price of each Preferred Share into Class A ordinary shares

Conversion floor $1.50 per share Minimum conversion price after anti-dilution adjustments

Placement agent warrants 6% of underlying shares Class A purchase warrants granted to placement agents

Warrant exercise price $2.40 per share Exercise price of Placement Agent Warrants for Class A ordinary shares

Market Reality Check

Price: $2.94 Vol: Volume 113,876 is below 2...

normal vol

$2.94 Last Close

Volume Volume 113,876 is below 20-day average 153,477 (relative 0.74x). normal

Technical Price $2.94 is trading below 200-day MA at $4.54 and 79.37% under 52-week high.

Peers on Argus

SKBL fell 5.76% while peers were mixed: ESOA up 4.12%, ONEG up 5.86%, FGL down 1...

2 Up 1 Down

SKBL fell 5.76% while peers were mixed: ESOA up 4.12%, ONEG up 5.86%, FGL down 12.5%. Data point to stock-specific reaction rather than a sector-wide move.

Previous Private placement Reports

5 past events · Latest: Feb 11 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Preferred placement pricing	Negative	-5.1%	Pricing of $31.59M Series B preferred private placement with conversion terms.
Nov 03	Equity financing close	Negative	+16.8%	Closing of $23.885M private placement of shares and warrants for working capital.
Oct 29	Equity financing pricing	Negative	+9.6%	Pricing $23.885M unit offering of shares and warrants via private placement.
Sep 02	Private placement close	Negative	-2.9%	Closing of $17.775M placement of shares, prefunded and A/B warrants.
Aug 27	Private placement announcement	Negative	+52.2%	Announcement of $17.775M private placement with multiple warrant structures.

Pattern Detected

Private placement announcements often produced strong upside moves despite dilutive implications, with 3 divergence events vs 2 aligned. Today’s negative reaction contrasts with the average historically positive response.

Recent Company History

Over the past six months, SKBL has repeatedly used private placements to fund operations, including deals of $17.775M, $23.885M, and now $31.59M. Prior raises often bundled ordinary shares, prefunded warrants, and multi‑year warrants, with proceeds directed to working capital and some share retirements. Price reactions were mixed, ranging from -5.14% to 52.19%, showing that financing terms and structure have materially influenced trading around these capital raises.

Historical Comparison

+14.1% avg move · Past private placement headlines for SKBL showed an average move of 14.12%. Today’s closing of the $...

private placement

+14.1%

Average Historical Move private placement

Past private placement headlines for SKBL showed an average move of 14.12%. Today’s closing of the $31.59M preferred raise fits this ongoing financing pattern but with a weaker price response.

Private placements have scaled from $17.775M to $23.885M and now $31.59M, evolving from common-and-warrant structures toward larger preferred share financings with defined conversion terms.

Market Pulse Summary

This announcement confirms closing of SKBL’s latest capital raise, issuing 6,322 Series B Preferred ...

Analysis

This announcement confirms closing of SKBL’s latest capital raise, issuing 6,322 Series B Preferred Shares for roughly $31.59M in gross proceeds. The deal combines Regulation D and Regulation S tranches, with conversion into Class A shares at $2.40 subject to a $1.50 floor and additional warrants to placement agents. Historically, SKBL has repeatedly tapped private placements, so investors may watch forthcoming resale registration, conversion activity, and any follow-on financings.

Key Terms

private placements, regulation d, regulation s, warrants, +3 more

7 terms

private placements financial

"it closed its previously announced concurrent private placements (the “Private Placements”)"

Private placements are sales of a company’s securities—such as shares or bonds—directly to a small group of selected investors rather than to the general public. Think of it like a private sale to a few buyers who negotiate terms, and it matters to investors because it changes a company’s cash position, can dilute existing ownership, alter control or voting power, and may affect share liquidity and market value when those securities eventually reach public markets.

regulation d regulatory

"were issued under a Regulation D offering to “accredited” investors"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

regulation s regulatory

"were issued under a Regulation S offering outside of the United States"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

warrants financial

"share purchase warrants to purchase Class A ordinary shares equal to six percent"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

anti-dilution adjustments financial

"with a conversion price of $2.40 per share, subject to certain anti-dilution adjustments"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

registration statement regulatory

"agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

Hong Kong, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (NASDAQ: SKBL) (the “Company”), a civil engineering services provider in Hong Kong, today announced that on February 13, 2026 (the “Closing Date”) it closed its previously announced concurrent private placements (the “Private Placements”) of its Series B Preferred Shares, par value $0.00001 per share, (the “Preferred Shares”). The Company issued an aggregate of 6,322 Preferred Shares for aggregate gross proceeds of approximately $31.59 million, before deducting placement agent fees and other offering expenses payable by the Company. Approximately $26.59 million of Preferred Shares were issued under a Regulation D offering to “accredited” investors and approximately $5 million of Preferred Shares were issued under a Regulation S offering outside of the United States to non-US investors.

In connection with the Private Placements, the Company issued to Dominari Securities LLC and Ocean Wall Limited (the “Placement Agents”) Class A ordinary share purchase warrants to purchase 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”).

Each Preferred Share is convertible into Class A ordinary shares (the “Conversion 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. Each Placement Agent Warrant is immediately exercisable and entitles the holder to acquire one Class A ordinary share at an exercise price of $2.40 per share.

The Company intends to use the net proceeds of the private placement for general working capital and other general corporate purposes.

The securities issued 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 under the Securities Act of 1933, as amended (the “Securities Act”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the Conversion Shares and the Class A ordinary shares underlying the Placement Agent Warrants issued to the placement agents at closing. Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus or pursuant to an exemption from the Securities Act.

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 SKBL announce in the February 13, 2026 private placement?

SKBL closed a private placement raising approximately $31.59 million on February 13, 2026. According to the company, 6,322 Series B Preferred Shares were issued under Regulation D and Regulation S to accredited and non‑US investors.

How do the Series B Preferred Shares of SKBL convert into Class A ordinary shares?

Each Series B Preferred Share converts at a conversion price of $2.40 per Class A share, subject to anti‑dilution and adjustments. According to the company, the conversion price has a floor of $1.50 per share.

What issuer warrants were granted to placement agents in the SKBL deal?

Placement agents received Class A ordinary share purchase warrants equal to 6% of the Class A shares underlying the Preferred Shares. According to the company, each warrant is exercisable at $2.40 per share and is immediately exercisable.

How much of the SKBL private placement was sold under Regulation D versus Regulation S?

Approximately $26.59 million of the proceeds were sold under Regulation D to accredited investors and about $5 million under Regulation S to non‑US investors. According to the company, the split reflects concurrent offerings.

What will SKBL use the net proceeds from the February 13, 2026 private placement for?

The company intends to use net proceeds for general working capital and other corporate purposes. According to the company, specific allocations were not detailed in the announcement.