Skyline Builders Group Holding SEC Filings

Skyline Builders Group Holding Limited has agreed to exchange all outstanding Holder Warrants for new Series A preferred shares. The holders of Class A Ordinary Share Purchase Warrant A and B, covering an aggregate of 48,698,628 Class A Ordinary Shares, will surrender these warrants in return for 47,326,025 newly issued Series A preferred shares allotted under an Exchange Agreement dated January 23, 2026. Each Series A preferred share is convertible, at the holder’s option, into Class A Ordinary Shares under the company’s Third Amended and Restated Memorandum and Articles of Association. The exchange was unanimously approved by the board, follows prior shareholder approval to authorize the new class of preferred shares, involves no cash consideration, and is intended to rely on the Section 3(a)(9) exemption from Securities Act registration.

Skyline Builders Group Holding Limited reported the results of its Extraordinary General Meeting held on January 12, 2026. Shareholders approved a change to the authorized share capital, re-designating 950,000,000 authorized but unissued Class A Ordinary Shares into 950,000,000 Series A preferred shares of par value US$0.00001 each, alongside 4,000,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares, without changing the total authorized capital of US$50,000.

Holders also approved the Third Amended and Restated Memorandum and Articles of Association to replace the prior version in full. Both proposals required at least a two-thirds majority of votes cast in person or by proxy and passed with strong support, with over 41.8 million votes in favor for each item.

Skyline Builders Group Holding Limited invested $20,000,000 to acquire an approximate 20% membership interest in a limited liability company operating in the critical minerals sector. The move marks a new strategic direction aimed at supplying critical minerals and nuclear fuels, with planned acquisitions and partnerships and a stated focus on serving customers in the United States.

The board also appointed Paul E. Mann as Executive Chairman, effective January 1, 2026. He entered into an executive employment agreement providing a base salary of $360,000 and is eligible for additional board fees and incentive compensation, alongside an indemnification agreement.

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.

Skyline Builders Group Holding Limited reported changes to its Board of Directors effective September 18, 2025. Two independent directors, Hiu Wah Li and Ho Wa Cha, resigned from the Board and from their roles on the Audit, Compensation, and Nominating and Corporate Governance Committees. Both stated their resignations were for personal reasons and not due to any disagreement with the company.

To fill these vacancies, the Board appointed Dr. Ryno Pretorius and Jacob Rowe as new independent directors. Each will serve on all three key board committees, with Dr. Pretorius chairing the Compensation Committee and Mr. Rowe chairing the Nominating and Corporate Governance Committee. The company states that both new directors meet the independence requirements of the Nasdaq Stock Market.

Skyline Builders Group Holding Limited closed a private placement issuing 1,359,314 Class A ordinary shares, 22,990,000 pre-funded warrants, and A and B warrants to purchase up to 24,349,314 Class A ordinary shares each. The combined offerings were priced at $0.73 per share-and-warrant unit or $0.7299 per pre-funded-warrant unit, generating gross proceeds of approximately $17,775,000 before fees.

The company used about $7,000,000 of the proceeds to retire 18,500,000 Class A ordinary shares held by Supreme Development (BVI) Holdings Limited, with remaining funds for working capital and general corporate purposes. Following the placement and related transactions, Quantum Leap Energy LLC became the controlling shareholder. Placement agents received an 8% cash fee and non-callable warrants for 1,947,945 shares at $0.73 per share, while key insiders entered 180-day lock-up agreements. Skyline also agreed to file a Form F-1 to register the resale of the shares underlying the newly issued securities.