Skyline Builders Group Holding SEC Filings

Skyline Builders Group Holding Limited closed a brokered private placement, issuing 17,370,909 Class A ordinary shares (and/or pre-funded warrants) and 17,370,909 accompanying warrants. The purchase price was $1.375 per share plus warrant, or $1.3749 for a pre-funded warrant plus warrant. Gross proceeds were approximately $23,885,000 before fees and expenses.

Each pre-funded warrant is immediately exercisable at $0.0001 per share until fully exercised. Each ordinary warrant is immediately exercisable at $1.50 per share and expires five years from issuance. Placement agents received an 8% cash fee on gross proceeds and 1,389,673 placement agent warrants exercisable at $1.375, and will receive an 8% cash fee on any cash exercises of the ordinary warrants. The company agreed to file a resale registration within seven business days of closing and implemented 180-day lock-ups for officers, directors, and 10% holders following the later of closing or effectiveness of the registration statement.

Skyline Builders Group Holding Limited entered into a brokered private placement for 17,370,909 Class A ordinary shares (and/or prefunded warrants) together with 17,370,909 five-year warrants, raising expected gross proceeds of $23,885,000 before fees.

Investors will pay $1.375 per share plus warrant, or $1.3749 for a prefunded warrant plus warrant. Prefunded warrants are exercisable at $0.0001 per share; the accompanying warrants are immediately exercisable at $1.50 per share and expire five years from issuance. Closing is expected on or about October 30, 2025, subject to customary conditions.

Co-placement agents will receive an 8% cash fee and 1,389,673 placement agent warrants at a $1.375 exercise price, and an additional 8% cash fee on any cash exercises of the investor warrants. The company plans to file a resale registration within seven business days after closing and has 180-day lock-ups for officers, directors, and 10%+ holders.

Skyline Builders Group Holding Limited filed Amendment No. 2 to a Form F‑1 to register for resale of up to 74,995,887 Class A Ordinary Shares by selling shareholders. The registered shares comprise 1,359,314 shares issued in an August 29, 2025 private placement and shares issuable upon exercise of warrants: 22,990,000 prefunded warrants at $0.0001, 24,349,314 A warrants at $0.60, 24,349,314 B warrants at $0.65, and 1,947,945 placement agent warrants at $0.73.

The company is not selling securities in this registration and will not receive proceeds from any resale by the holders. As of the date of the prospectus, 11,089,314 Class A and 1,995,000 Class B shares were outstanding. Following an August 2025 share transfer and retirement, Quantum Leap Energy LLC holds all Class B shares, representing 79.14% voting power, and the company remains a Nasdaq “controlled company.” SKBL trades on Nasdaq; the reported sales price was $2.71 on October 21.

ASPI and its subsidiary QLE acquired control of Skyline Builders Group Holding Limited (SKBL) through a combination of a Class B share purchase and a private placement. QLE purchased all 1,995,000 Class B shares for $1,000,000 and the private placement generated $17,775,000 gross proceeds. QLE directly purchased 454,794 Class A shares and a package of warrants and pre-funded warrants for $1,500,000, producing an aggregate beneficial interest that represents approximately 36.7% of Class A economic interest on an assumed warrant-exercise basis and 79.14% of aggregate voting power due to the Class B shares carrying 20 votes each. The private placement included large prefunded warrants and A/B warrants exercisable for five years, and approximately $7,000,000 of the proceeds were used to retire 18,500,000 Class A shares previously held by the prior controller. The reporting persons hold sole voting and dispositive power over the reported shares and have appointed two representatives to the Issuer's board.