UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number: 001-42461
SKYLINE BUILDERS GROUP HOLDING LIMITED
(Registrant’s Name)
Office A, 15/F, Tower A, Capital Tower,
No. 38 Wai Yip Street, Kowloon Bay, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Information contained in this report
On November 1, 2026, Skyline Builders Group Holding Limited, a Cayman
Islands exempted company with limited liability (the “Company”), entered into a binding term sheet (the “Term Sheet”)
with Cove Kaz Capital Group LLC (“CKCG”), a Delaware limited liability company, Kaz Resources LLC, a Delaware limited liability
company (“KRLLC”) and an investor (the “Investor”).
The Term Sheet sets forth the terms of CKGC’s proposed pursuit
of a direct listing of its Class A common stock on the Nasdaq Stock Market or New York Stock Exchange (the “Direct Listing”),
as well as a private placement by the Investor of 4,000,000 shares of Class A common stock or equivalent units at $8.00 per share or unit
for an aggregate purchase price of $32 million, and a reorganization of CKCG into a Delaware corporation to be known as “Kaz Resources
Inc.”, to be completed prior to the proposed Direct Listing. The Term Sheet also provides for certain amendments to the previously
announced convertible loan agreement, dated June 1, 2026 (the “Skyline Loan”), pursuant to which the Company disbursed a $45.0
million loan to CKCG. The amendments provide for maturity 15 business days after termination of the Term Sheet, expand the definition
of “Company Units” to address CKCG’s Class A/Class B unit structure, and expand “Conversion Equity” to include
Class A common stock following CKCG’s corporate conversion.
The Term Sheet also contemplates that the Company will receive an aggregate
of 63,994,955 shares of CKCG Class A common stock through a series of private transactions, including (i) the distribution of CKCG shares
held by Kaz Resources in exchange for the redemption of 100% of the Company’s equity in Kaz Resources, and (ii) an issuance by CKCG
of shares in exchange for cancellation of all amounts due under the Skyline Loan and termination of the related note. These 63,994,955
shares of Class A common stock will represent approximately 26% of the equity CKCG as of a time immediately prior to the Direct Listing
, before giving effect to a contemplated employee stock option plan of up to 10% of CKCG’s fully diluted capitalization. The shares
of CKCG received by the Company will be “restricted securities” within the meaning of Rule 144 under the Securities Act of
1933, as amended, and the parties have agreed to register the subsequent distribution by Skyline of these shares to its shareholders on
a pro rata basis in the Direct Listing registration statement.
The contemplated transactions remain subject to receipt of requisite
regulatory approvals, and the parties have agreed to cooperate in obtaining approvals and preparing necessary transaction documents. The
proposed financing described in the Term Sheet also remains subject to its due diligence and definitive documentation conditions. There
can be no assurance that the transactions described in the Term Sheet will be completed. The Term Sheet may be terminated by written consent
of all parties thereto.
On November 1, 2026, concurrently with the execution of the Term Sheet,
the Company and CKCG also entered into a termination agreement (the “Termination Agreement”) to terminate that certain transaction
agreement dated April 30, 2026, by and among the Company, CKCG, KRLLC and SKBL Merger Sub Inc. (the “Transaction Agreement”).
The Termination Agreement became effective immediately upon its execution. As a result, the Transaction Agreement is of no further force
or effect, except for certain provisions that survive its termination in accordance with their terms, and all liability under the Transaction
Agreement on the part of any party thereto or any of their respective representatives shall cease. The Termination Agreement also provides
for mutual releases and covenants not to sue concerning specified claims relating to the Transaction Agreement and the abandoned transactions,
subject to stated exceptions.
The Company also agreed to change its ticker symbol and release the
“KAZR” symbol as promptly as possible, and in any event within 15 days following the date of the Term Sheet. Upon effectiveness
of that change, CKCG will have the right to reserve the “KAZR” symbol.
The foregoing summaries of the Term Sheet and the Termination Agreement
do not purport to be complete and, as to the Termination Agreement, are subject to, and qualified in their entirety by, the Termination
Agreement, attached as Exhibit 10.1 to this Report on Form 6-K, which is incorporated herein by reference.
On November 2, 2026, the Company also issued a press release announcing
the termination of the Transaction Agreement and certain material provisions of the Term Sheet. A copy of the press release is furnished
as Exhibit 99.1 to this Report on Form 6-K.
Cautionary Note Regarding Forward Looking Statements
Statements in this report on Form 6-K 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 (for example, as to when or whether the new equity financing or the direct listing will be completed, as these are outside
Skyline’s control), 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.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Termination Agreement dated November 1, 2026 |
| 99.1 |
|
Press Release dated November 2, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Skyline Builders Group Holding Limited |
| |
|
|
| Date: November 2, 2026 |
By: |
/s/ Paul Mann |
| |
Name: |
Paul Mann |
| |
Title: |
Executive Chairman |
Exhibit
99.1
Skyline
Builders Group Holding Provides Update on Previously Announced Business Combination Agreement with Cove Kaz Capital
| ● | Skyline
and Cove Kaz have mutually terminated their previously announced business combination agreement,
and Cove Kaz now expects to list on a major U.S. stock exchange via a direct listing during
1H 2027. |
| ● | Cove
Kaz has secured a new capital commitment of $32 million at $8/ share implying an equity valuation
of approximately $2 billion for Cove Kaz, with approximately 26% of Cove Kaz owned by Skyline. |
| ● | Skyline
expects to expeditiously distribute this value to its shareholders in the most tax efficient
manner possible. Having completed this distribution, Skyline will seek potential candidates
for future M&A transactions. |
GRAND
CAYMAN, CAYMAN ISLANDS – November 2, 2026 -- Skyline Builders Group Holding Limited (NASDAQ: KAZR) (“Skyline”
or “the Company”), a holding company seeking to become a highly strategic supplier of critical minerals and nuclear
fuels prioritizing the security of supply for US customers, today announced that it and Cove Kaz Capital Group LLC (“Cove Kaz”),
have mutually agreed to terminate their previously announced business combination agreement, originally announced on April 30, 2026.
Skyline has also agreed to change its ticker symbol and release the “KAZR” symbol within fifteen days. Cove Kaz has announced
that it now intends to direct list its Class A common stock on a major U.S. stock exchange during 1H 2027.
Skyline,
Cove Kaz and Kaz Resources LLC (“Kaz Resources”) have agreed that prior to the Cove Kaz listing, Skyline will receive an
aggregate of 63,994,955 shares of Cove Kaz Class A common stock through a series of private transactions, including (i) the distribution
of Cove Kaz shares held by Kaz Resources in exchange for the redemption of 100% of Skyline’s equity in Kaz Resources, and (ii)
an issuance by Cove Kaz of shares in exchange for cancellation of all amounts due under the outstanding convertible loan made by Skyline
to Cove Kaz. Skyline’s management has concluded that this will likely be a substantially faster route for Skyline shareholders
to realize their value in Cove Kaz than the previously announced business combination.
Cove
Kaz has also announced that it has secured a new capital commitment of $32 million for four million shares, at $8.00 per share, implying
an equity value for Cove Kaz of $1.97 billion. Following the closing of this equity funding commitment, Skyline’s 26% equity stake
in Cove Kaz will be valued at over $500 million. Skyline expects to distribute this value to its shareholders in the most tax efficient
manner. On an as converted fully diluted basis, Skyline has approximately 147 million shares outstanding which would value the Cove Kaz
investment at approximately $3.40/ share.
According
to Cove Kaz, the new capital commitment represents a 76% uplift in the Cove Kaz valuation compared with the prior funding provided by
Skyline, demonstrating investor recognition of the progress Cove Kaz is making towards developing a generational tungsten project in
Kazakhstan and the structural need for new primary tungsten production to the global economy.
After
realizing the value of its Cove Kaz investment, Skyline then expects to acquire another entity in the critical minerals sector and is
in discussions with many potential targets. The combination of these two proposed transactions means that Skyline shareholders should
now benefit by holding shares in Cove Kaz whilst continuing to own their shares in Skyline and ultimately, one or more additional critical
minerals businesses.
“We
strongly support Cove Kaz’s proposed listing strategy,” said Paul Mann, executive chairman of Skyline Builders Group
Holding Limited. “The assets owned by Cove Kaz are extremely valuable and are critical to many customers in the United States,
who currently rely on foreign imports from countries that are not necessarily aligned with the United States. We look forward to a successful
listing by Cove Kaz and its shareholders, including Skyline.”
ABOUT
SKYLINE BUILDERS GROUP HOLDING LIMITED
Skyline
Builders Group Holding Limited (NASDAQ: KAZR) is a Cayman Islands exempted company with limited liability with its main assets focused
on the construction industry in Asia.
In
the third quarter of 2025, a group of US investors, led by American Ventures, took control of the Company via a significant cash injection
with a goal to divest of the legacy Asian construction business and acquire assets in the critical material supply chain.
Skyline
seeks to become a highly strategic supplier of critical minerals and nuclear fuels and will focus on prioritizing security of supply
for US customers. In November 2025, it subscribed for an approximate 20% membership interest in Kaz Resources LLC, a company involved
in the critical materials supply chain.
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 (for example, as to when or whether the new equity financing
or the direct listing will be completed, as these are outside Skyline’s control), 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.
NO
OFFER OR SOLICITATION
This
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall
not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of 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. No offer of securities shall be made except by means of
a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
For
more information, please contact:
Skyline
Builders Group Holding Limited
Investor
Relations Department
Email:
investors@skylinebuildersgroupholding.com
