Skycorp Solar (PN) to own all of Nanjing Cesun and close $3M PIPE

Rhea-AI Filing Summary

Skycorp Solar Group Limited plans to acquire the remaining 56.0% equity interest in Nanjing Cesun Power Co., Ltd. for approximately US$20.2 million, which will make Nanjing Cesun a wholly owned subsidiary. The purchase price will be paid in newly issued shares: 3,079,000 Class A ordinary shares and 4,904,000 Class B ordinary shares, with the Class A subject to a six‑month lock‑up and the Class B to a 24‑month lock‑up.

Separately, the company agreed to a private investment in public equity, issuing 1,694,000 Class A ordinary shares at about US$1.77 per share, also with a six‑month lock‑up. After closing the transactions contemplated by these agreements, Skycorp Solar states it will have 12,215,025 ordinary shares outstanding, split between 6,059,775 Class A and 6,155,250 Class B shares.

Insights

Equity capital markets analyst

Skycorp is consolidating a key asset and raising equity, using locked‑up shares.

Skycorp Solar intends to buy the remaining 56.0% of Nanjing Cesun for approximately US$20.2 million, paid entirely in newly issued Class A and Class B ordinary shares. This turns Nanjing Cesun into a wholly owned subsidiary, aligning all economics and control with Skycorp.

Concurrently, the company arranged a PIPE financing for 1,694,000 Class A shares at about US$1.77 per share. Both the acquisition consideration shares and PIPE shares carry lock‑up periods, which can moderate immediate secondary selling pressure. The filing notes customary closing conditions for both the acquisition and the PIPE, so actual impact depends on completion.

Key Figures

Remaining Nanjing Cesun stake: 56.0% equity interest Acquisition consideration: approximately US$20.2 million Class A shares for acquisition: 3,079,000 Class A shares +5 more

8 metrics

Remaining Nanjing Cesun stake 56.0% equity interest Equity interest to be acquired under Share Acquisition Agreement

Acquisition consideration approximately US$20.2 million Total consideration for 56.0% Nanjing Cesun interest

Class A shares for acquisition 3,079,000 Class A shares Newly issued as part of acquisition consideration

Class B shares for acquisition 4,904,000 Class B shares Newly issued as part of acquisition consideration

PIPE shares 1,694,000 Class A shares PIPE subscription at about US$1.77 per share

PIPE price approximately US$1.77 per share Issue price for Class A PIPE shares

Post-transaction total shares 12,215,025 ordinary shares Issued and outstanding immediately following closing

Post-transaction share classes 6,059,775 Class A; 6,155,250 Class B Breakdown of total ordinary shares after transactions

Key Terms

Share Acquisition Agreement, related party transaction, securities purchase agreements, private investment in public equity, +1 more

5 terms

Share Acquisition Agreement financial

"entered into a share acquisition agreement (the “Share Acquisition Agreement”) to acquire"

related party transaction financial

"As a related party transaction, the Acquisition was approved by the Company’s board"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

securities purchase agreements financial

"entered into a series of securities purchase agreements (the “SPAs”)"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

private investment in public equity financial

"shares (the “PIPE Shares”) through a private investment in public equity (the “PIPE”)"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

lock-up period financial

"The newly issued Class A ordinary shares will be subject to a lock-up period of six months"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number: 001-42544

Skycorp Solar Group Limited

Room 303, Block B, No. 188 Jinghua Road, Yinzhou District

Ningbo City, Zhejiang Province, China 315048

+86 0574 87966876

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Entry Into Material Definitive Agreements

On April 30, 2026, Skycorp Solar Group Limited (the “Company”), entered into a share acquisition agreement (the “Share Acquisition Agreement”) to acquire an equity interest of 56.0% in Nanjing Cesun Power Co., Ltd. (the “Nanjing Cesun”) for a total consideration of approximately US$20.2 million (the “Acquisition”). Prior to the Acquisition, the Company already held 44.0% of Nanjing Cesun’s total equity interest. Following the Acquisition, Nanjing Cesun will become the wholly-owned subsidiary of the Company.

Under the terms of the Share Acquisition Agreement, the Company will satisfy the purchase consideration through issuance of additional 3,079,000 Class A ordinary shares and 4,904,000 Class B ordinary shares of the Company. The newly issued Class A ordinary shares will be subject to a lock-up period of six months, and the newly issued Class B ordinary shares will be subject to a lock-up period of 24 months.

As a related party transaction, the Acquisition was approved by the Company’s board of directors and audit committee on April 30, 2026. The closing of the Acquisition is subject to the satisfaction of certain customary closing conditions as stipulated in the Share Acquisition Agreement.

On May 1, 2026, The Company entered into a series of securities purchase agreements (the “SPAs”, together with the Share Acquisition Agreement, the “ Transaction Documents”) with certain entities named therein (each an “Investor,” and collectively, the “Investors”), pursuant to which the Investors agreed to subscribe, and the Company agreed to issue and sell an aggregate of 1,694,000 Class A ordinary shares, each with a par value of US$0.002 (the “PIPE Shares”) through a private investment in public equity (the “PIPE”), at a price of approximately US$1.77 per Class A Ordinary Share. The PIPE Shares are subject to a lock-up period of six months commencing on the date of SPAs, during which the Investors shall not sale, transfer, pledge, or hedging of PIPE Shares without the prior written consent of the Company. The closing of the PIPE is subject to the satisfaction of certain customary closing conditions as stipulated in the SPAs.

Immediately following the closing of the transactions contemplated by the Transaction Documents, the Company will have 12,215,025 Ordinary Shares issued and outstanding, including 6,059,775 Class A Ordinary Shares and 6,155,250 Class B Ordinary Shares.

The foregoing summary of the Transaction Documents is subject to, and qualified in its entirety by, such document. Copies of the Transaction Documents are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

On May 1, 2026, the Company issued a press release announcing the entry into the foregoing transactions. A copy of the press release is also filed as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Share Acquisition Agreement
10.2		Form of Securities Purchase Agreement
99.1		Skycorp Solar Group Limited Announces Acquisition of Remaining 56% Stake in Nanjing Cesun Power Co., Ltd. and $3.0 Million Private Placement

3

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.

	Skycorp Solar Group Limited
Date: May 1, 2026	By:	/s/ Weiqi Huang
	Name:	Weiqi Huang
	Title:	Chief Executive Officer, Chairman of the Board, Director

4

FAQ

What acquisition did Skycorp Solar Group Limited (PN) announce in this 6-K?

Skycorp Solar plans to acquire the remaining 56.0% equity interest in Nanjing Cesun Power Co., Ltd. for approximately US$20.2 million, making it a wholly owned subsidiary and consolidating full ownership under the group.

How is Skycorp Solar (PN) paying for the remaining Nanjing Cesun stake?

The company will pay the purchase price by issuing 3,079,000 Class A ordinary shares and 4,904,000 Class B ordinary shares. These newly issued shares form the entire consideration of approximately US$20.2 million for the 56.0% equity interest.

What are the lock-up periods on the new Skycorp Solar (PN) shares?

The newly issued Class A ordinary shares for the acquisition and PIPE are subject to a six‑month lock‑up. The newly issued Class B ordinary shares for the acquisition are subject to a longer 24‑month lock‑up period, limiting near‑term transfers.

What are the key terms of Skycorp Solar’s (PN) PIPE financing?

Skycorp Solar agreed to issue and sell 1,694,000 Class A ordinary shares at approximately US$1.77 per share through a private investment in public equity, with these PIPE shares subject to a six‑month lock‑up from the securities purchase agreement date.

How many Skycorp Solar (PN) shares will be outstanding after these transactions?

Immediately after closing the acquisition and PIPE, Skycorp Solar states it will have 12,215,025 ordinary shares outstanding, consisting of 6,059,775 Class A ordinary shares and 6,155,250 Class B ordinary shares, reflecting the new issuances.

Who approved the related party acquisition for Skycorp Solar (PN)?

Because the Nanjing Cesun acquisition is a related party transaction, Skycorp Solar’s board of directors and audit committee approved it on April 30, 2026, according to the disclosure, with closing still subject to customary conditions.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 SKYCORP SOLAR 19.9 KB

Agreements & Contracts

• EX-10.1 SHARE ACQUISITION 91.3 KB
• EX-10.2 SECURITIES PURCHASE 42.8 KB