Skyline Builders Group Holding Ltd. Announces Pricing of $23.9 Million Private Placement

Rhea-AI Summary

Skyline Builders Group Holding (NASDAQ: SKBL) entered a definitive purchase agreement dated October 28, 2025 for a brokered private placement expected to close on or about October 30, 2025.

The Offering sells 17,370,909 Class A ordinary shares (and/or prefunded warrants) together with up to 17,370,909 Ordinary Warrants for aggregate gross proceeds of approximately $23,885,000 before placement agent fees and expenses. Each share-plus-warrant combination price is $1.375 (prefunded variant at $1.37499).

Prefunded Warrants are immediately exercisable at $0.0001 per share; Ordinary Warrants are exercisable at $1.50 per share for five years. The company intends to use net proceeds for general working capital and corporate purposes and will file a resale registration statement covering the securities.

Positive

• Gross proceeds of approximately $23,885,000
• Offering includes immediately exercisable Prefunded Warrants at $0.0001
• Ordinary Warrants exercisable at $1.50 for five years
• Company intends proceeds for general working capital

Negative

• Issuance of 17,370,909 shares plus warrants may dilute shareholders
• Gross amount subject to placement agent fees and offering expenses
• Securities unregistered at issuance; resale requires registration or exemption

Insights

Capital Markets Analyst

Skyline priced a ~$23.9 million brokered private placement with one-for-one warrants; it supplies near-term liquidity but raises dilution and warrant overhang.

The company will issue 17,370,909 Class A ordinary shares (or prefunded warrants) plus equal ordinary warrants at a combined purchase price of $1.375 (prefunded combination $1.37499), for aggregate gross proceeds of approximately $23,885,000. Each Ordinary Warrant is exercisable immediately at $1.50 until the fifth anniversary and Prefunded Warrants convert at an exercise price of $0.0001. The Offering is expected to close on or about October 30, 2025.

This transaction strengthens near-term working capital by the stated use of proceeds for general corporate purposes. The structure creates immediate dilution from issued shares and potential further dilution if warrants are exercised; the five-year exercisability window establishes a multi-year supply of shares that could affect capital structure. Watch closing conditions and the promised resale registration filing for the placement agents, as well as actual net proceeds after placement agent fees and expenses, over the next 30–90 days.

Hong Kong, Oct. 29, 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 October 28, 2025 with certain accredited investors in a brokered private placement on a best-efforts basis for the sale and issuance (the “Offering”) of 17,370,909 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), together with Class A Ordinary Share Purchase Warrants to purchase up to 17,370,909 Class A Ordinary Shares (the “Ordinary Warrants ”) at a purchase price for a combination of one Class A Ordinary Share and one Ordinary Warrant of $1.375 and a purchase price for a combination of one Prefunded Warrant and one Ordinary Warrant of $1.37499, , for a combined aggregate gross proceeds of approximately $23,885,000, before deducting placement agent fees and other offering expenses payable by the Company.

Each Prefunded Warrant will be immediately exercisable upon issuance and will entitle the holder to acquire one Class A Ordinary Share at an exercise price of $0.0001 per share. Each Ordinary Warrant will be immediately exercisable and will entitle the holder to acquire one Class A Ordinary Share at an exercise price of $1.50 per share until the fifth anniversary of the date of issuance.

The Offering is expected to close on or about October 30, 2025, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the sale of the securities hereunder for general working capital and other general corporate purposes.

Dominari Securities LLC, Revere Securities LLC and Pacific Century Securities (the “Placement Agents”) are acting as co-placement agents for the Offering.

The securities to be issued 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 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 Class A Ordinary Shares and the shares issuable upon the exercise of the Pre-funded Warrants and Ordinary Warrants as well as as warrants to be issued at the closing of the Offering to the Placement Agents included as part of their compensation in connection with the Offering. 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 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. These risks and uncertainties include, among others, the risk that the closing of the private placement may be delayed or may not occur at all, as well as those described in the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). 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 on October 28–30, 2025?

Skyline announced a brokered private placement to raise about $23,885,000 by selling 17,370,909 shares (and/or prefunded warrants) plus matching Ordinary Warrants.

When is the SKBL private placement expected to close?

The Offering is expected to close on or about October 30, 2025, subject to customary closing conditions.

What are the exercise terms of the SKBL warrants in the offering?

Prefunded Warrants are immediately exercisable at $0.0001 per share; Ordinary Warrants are exercisable at $1.50 per share for five years.

How will Skyline (SKBL) use the net proceeds from the private placement?

The company intends to use net proceeds for general working capital and other general corporate purposes.

Will SKBL register the resale of shares and warrants sold in the private placement?

The company agreed to file a registration statement with the SEC covering resale of the Class A shares and shares issuable on exercise of the warrants.

Who are the placement agents for the SKBL offering?

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