SKBL (NASDAQ: SKBL) to combine with Cove Kaz, creating Kaz Resources Inc.
Rhea-AI Filing Summary
Skyline Builders Group Holding Limited (SKBL) entered into a Transaction Agreement on April 30, 2026 to effect a business combination with Cove Kaz Capital Group LLC and related entities, including a Cayman merger of SKBL Merger Sub into SKBL and a multi-step transfer of Kaz-related assets into a newly formed PubCo to be named Kaz Resources Inc..
The agreement contemplates equity exchanges, an earnout structure, shareholder support agreements, and customary closing conditions and termination rights. SKBL also amended an executive employment agreement providing accelerated vesting and an award of 3,000,000 SKBL Class A Ordinary Shares, and entered a loan agreement making a $23,100,000 loan to Cove Kaz at 10% per annum.
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Insights
Transaction combines SKBL with U.S.-backed Kaz mining assets via a multi-step merger and equity transfers.
The described structure uses a Cayman merger of SKBL Merger Sub into SKBL, conversion of Cove Kaz into a Delaware PubCo, and transfers of Kaz mineral interests into an AIFC entity before share exchanges and earnouts. This multi-jurisdictional approach separates asset-holding (AIFC NewCo) from the listed issuer.
Key dependencies include regulatory approvals, shareholder approvals, and completion of the KCMLLP-to-AIFC NewCo merger; timing and closing remain conditioned on customary closing conditions.
Material near-term financing and compensation items disclosed: a $23.1M loan and a 3,000,000-share executive award.
The Loan Agreement provides SKBL with a $23,100,000 principal receivable from Cove Kaz carrying simple interest at 10% per annum, repayable or convertible per its terms. The Executive amendment accelerates vesting and grants 3,000,000 Class A shares at closing.
These items affect capitalization and related-party flows; further detail will appear in the registration/prospectus filings.
Key Figures
Key Terms
AIFC NewCo regulatory
KCMLLP Interests financial
PubCo Class B Common Stock financial
SKBL Merger Effective Time regulatory
Filed by Skyline Builders Group Holding Ltd.
pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Skyline Builders Group Holding Ltd.
(File No. 001-42461)
As previously disclosed, on April 30, 2026, Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company” or “SKBL”), entered into a transaction agreement (the “Transaction Agreement”) with SKBL Merger Sub Inc., a Cayman Islands exempted company with limited liability (“SKBL Merger Sub”), Cove Kaz Capital Group LLC, a Delaware limited liability company (“Cove Kaz”), and Kaz Resources LLC, a Delaware limited liability company (“KRLLC”).
For the purpose of engaging in the transactions contemplated by the Transaction Agreement, (i) Cove Kaz incorporated SKBL Merger Sub, a newly incorporated Cayman Islands exempted company with limited liability that is wholly owned by Cove Kaz; and (ii) KRLLC will form AIFC NewCo as a newly incorporated private company in the Astana International Financial Centre (“AIFC NewCo”). KRLLC owns 100% of the issued and outstanding participatory interests (the “KCMLLP Interests”) in Kaz Critical Minerals LLP, a limited liability partnership incorporated and existing under the laws of Republic of Kazakhstan (“KCMLLP”). Prior to the Closing Date, and subject to the terms and conditions set forth in the Transaction Agreement, KCMLLP will merge with and into AIFC NewCo, with AIFC NewCo being the surviving entity in such merger.
Upon the terms and subject to the conditions of the Transaction Agreement, including receipt of requisite regulatory approvals: (a) KRLLC will distribute a percentage of the Equity Interest in AIFC NewCo equal to the fair market value of the KRLLC Redeemed Interests to SKBL in exchange for the redemption of all of the KRLLC Redeemed Interests, (b) Cove Kaz will convert its legal form from a Delaware limited liability company to a Delaware corporation (the “PubCo”), and change its corporate name to “Kaz Resources Inc.”, or such other name as may be agreed by the parties, (c) KRLLC will (i) sell its entire Equity Interest in AIFC NewCo to Cove Kaz, and (ii) contribute all of its rights and interests in and to the KRLLC Receivable to Cove Kaz, in each case, in exchange for newly issued shares of Pubco Class B Common Stock and the right to receive Earnout Shares, if and to the extent earned, in accordance with Section 2.11 of the Transaction Agreement and (d) at the SKBL Merger Effective Time, in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”), SKBL Merger Sub will merge with and into SKBL, as a result of which the separate corporate existence of SKBL Merger will cease and SKBL will continue as the surviving company in such merger (the “SKBL Merger”), and as a result of which each of the issued and outstanding SKBL Securities immediately prior to the SKBL Merger Effective Time shall no longer be outstanding and shall automatically be cancelled pursuant to the conversion as described below.
Effects of SKBL Merger
At the SKBL Merger Effective Time, by virtue of the SKBL Merger and without any action on the part of any Party or the holders of securities of SKBL or SKBL Merger Sub,
| (a) | Each SKBL Ordinary Share (other than any Dissenting Shares) that is issued and outstanding shall be converted into one share of Pubco Class A Common Stock and all of the SKBL Ordinary Shares converted into Pubco Class A Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the SKBL Merger Effective Time; |
| (b) | Each SKBL Preferred A Share that is issued and outstanding (other than any Dissenting Shares) shall be converted into one share of Pubco Series A Preferred Stock and all of the SKBL Preferred A Shares converted into Pubco Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the SKBL Merger Effective Time; |
| (c) | Each SKBL Preferred B Share that is issued and outstanding (other than any Dissenting Shares) shall be converted into one share of Pubco Series B Preferred Stock and all of the SKBL Preferred B Shares converted into Pubco Series B Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the SKBL Merger Effective Time; |
| (d) | At the SKBL Merger Effective Time, each outstanding restricted stock award with respect to SKBL Ordinary Shares shall, by virtue of the SKBL Merger and without any action on the part of the holder thereof, be assumed by Pubco and converted into a restricted stock award with respect to an equal number of shares of Pubco Class A Common Stock (each, a “Pubco Restricted Stock Award”); provided, however, that each such Pubco Restricted Stock Award shall continue to be governed by, and subject to, the same terms and conditions (including all vesting, forfeiture, and other conditions set forth therein), as in effect immediately prior to the SKBL Merger Effective Time, without any enlargement of the rights of the holder thereof; and |
| (e) | Each Dissenting Share issued and outstanding immediately prior to the SKBL Merger Effective Time shall be cancelled and cease to exist in accordance with Section 2.4 of the Agreement and thereafter represent only the right to receive the applicable payments set forth in Section 2.4 of the Agreement. |
Representations, Warranties and Covenants
The parties to the Transaction Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Transaction Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and its subsidiaries during the period between execution of the Transaction Agreement and the Closing. Each of the parties to the Transaction Agreement has agreed to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things as are necessary, proper or advisable under applicable laws or otherwise, and each shall cooperate with the other, to consummate the transactions as promptly as reasonably practicable.
Conditions to Closing
The obligations of each Party to consummate the Transactions at the Closing are subject to the satisfaction (or waiver by SKBL and Cove Kaz) of certain conditions, including, among others:
| (a) | All requisite government and third-party approvals shall have been obtained or made. |
| (b) | No governmental authority shall have enacted or entered any Law or Order) that restrains, enjoins, or otherwise prohibits the consummation of the Transactions. |
| (c) | SKBL Shareholders will have approved the Transactions. |
| (e) | The effectiveness of a registration statement registering the shares of Pubco Class A Common Stock to be issued to SKBL Shareholders. |
| (f) | The listing of the shares of Pubco Class A Common Stock on the Trading Market. |
The obligations of SKBL to consummate the Transactions are subject to the satisfaction (or waiver by SKBL) of certain conditions, including, among others:
| (a) | The truth and accuracy of the representations and warranties of KRLLC and Cove Kaz. |
| (b) | The performance in all material respect of the obligations, covenants and agreements of Cove Kaz and KRLLC. |
| (c) | The absence of a Kaz Material Adverse Effect between signing and closing. |
The obligations of Cove Kaz, KRLLC and SKBL Merger Sub to consummate the Transactions are subject to the satisfaction (or waiver by Cove Kaz and KRLLC) of certain conditions, including, among others:
| (a) | The truth and accuracy of the representations and warranties of SKBL. |
| (b) | The performance in all material respect of the obligations, covenants and agreements of SKBL. |
| (c) | The absence of a SKBL Material Adverse Effect between signing and closing. The absence of a Kaz Material Adverse Effect between signing and closing. |
| (d) | All outstanding convertible notes issued by SKBL shall have been converted to SKBL Series B Preferred Shares. |
| (e) | The holders of all outstanding warrants issued by SKBL shall be cancelled at closing in exchange for warrants of Pubco. |
| (f) | As of the Closing Date, SKBL shall have no less than US$50,000,000 of net proceeds from the PIPE Financing remaining available in the bank accounts of SKBL, reduced by any amounts that have or may be loaned by SKBL to a Kaz Company. |
| (g) | SKBL (i) shall have disposed, in a manner reasonably satisfactory to Cove Kaz, of its Hong Kong legacy business and (ii) shall have no operations or business in Hong Kong or China or liabilities related thereto. |
| (h) | (i) SKBL shall have sold of its interest in Reemag Australia Pty Ltd (the “Reemag Disposition”) prior to the earlier of (A) the Closing and (B) November 26, 2026 and (ii) following the Reemag Disposition, SKBL shall not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended. |
Termination
The Transaction Agreement may be terminated under certain customary circumstances prior to the closing of the Transaction, including but not limited to:
| (a) | by mutual written consent of SKBL and Cove Kaz; |
| (b) | by written notice by SKBL to Cove Kaz, or by Cove Kaz to SKBL, if any of the conditions to the Closing set forth in Article III have not been satisfied or waived on or prior to [●], 2027 (as it may be extended pursuant to the proviso set out in Section 9.1(b) of the Transaction Agreement); |
| (c) | by written notice by SKBL to Cove Kaz, or by Cove Kaz to SKBL if a Governmental Authority of competent jurisdiction shall have issued a Law or Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such Law or Order or other action has become final and non-appealable; |
| (d) | by written notice by Cove Kaz to SKBL, if (i) there has been a breach by SKBL of any of its representations, warranties, covenants or agreements contained in this Agreement, or (ii) if any representation or warranty of such Parties shall have become untrue or inaccurate, in each case, which would result in a failure of any condition set forth in Section 3.3 or Section 3.5 of the Transaction Agreement to be satisfied (subject to the proviso set out in Section 9.1(d) of the Transaction Agreement); |
| (e) | by written notice by SKBL to Cove Kaz, if (i) there has been a breach by Cove Kaz or KRLLC of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 3.3 or Section 3.4 of the Transaction Agreement to be satisfied (subject to the proviso set out in Section 9.1(e) of the Transaction Agreement); |
| (f) | by written notice by Cove Kaz to SKBL if (i) the SKBL Board Recommendation is withheld, withdrawn, modified or qualified in a manner adverse to Cove Kaz and/or KRLLC, (ii) a Change in Recommendation occurs, or (iii) the SKBL Shareholder Matters are not approved at the Special Meeting; and |
| (g) | by written notice by Cove Kaz to SKBL, if the Reemag Disposition has not occurred prior to the earlier of (i) the Closing and (ii) November 26, 2026. |
The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 2.1 hereto.
Related Agreements
Support Agreement
Concurrently with the execution of the Transaction Agreement, certain shareholders of SKBL have executed and delivered to Cove Kaz, support agreements, pursuant to which, among other things, (i) such shareholders have agreed to vote to approve the Transaction Agreement and in favor of the transactions contemplated thereby, including the SKBL Merger and (ii) certain of such shareholders have agreed to certain limitations on the transfer of their respective shares of SKBL Securities.
The foregoing description of the Support Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, copies of which are filed as Exhibit 10.1 the Company's Current Report on Form 6-K filed with the SEC on April 30, 2026.
Amendment to Executive Employment Agreement
On April 30, 2026, SKBL and Paul Mann (the “Executive”) entered into an amendment to the Executive Employment Agreement between SKBL and the Executive dated November 5, 2025 (the “November EA”). The amendment, which will become effective upon the closing of the transactions contemplated by the Transaction Agreement, provides for the termination of the Executive’s November EA effective as of the closing of the Transaction in exchange for the accelerated vesting of all outstanding unvested equity awards effective as of the closing and the award of 3,000,000 SKBL Class A Ordinary Shares to the Executive.
Loan Agreement
On April 22, 2026, SKBL also entered into a loan agreement (the “Loan Agreement”) with Cove Kaz, pursuant to which SKBL provided a loan to Cove Kaz in the sum of $23,100,000 (the “Principal”), which shall be repaid to SKBL with simple interest accrued on the Principal at a rate equal to 10% per annum from the date of this loan until the Principal and all interest accrued thereon is paid (or converted, as provided in the Loan Agreement).
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Loan Agreement, a copy of which is filed as Exhibit 10.2 to the Company's Current Report on Form 6-K filed with the SEC on April 30, 2026.
Cove Kaz issued the following investor presentation for use by Cove Kaz and SKBL in connection with the proposed business combination.
About Cove Kaz Capital Group LLC
Cove Kaz Capital Group LLC is a U.S.-backed critical minerals development company focused on advancing strategic resource projects in Kazakhstan. On 13 February 2026 the company signed a sale purchase agreement to acquire a 70% controlling interest in Severniy Katpar LLP, a joint venture with Kazakhstan’s national mining company Tau-Ken Samruk, which retains the remaining 30%.
Through this partnership, Cove Kaz will be developing the Northern Katpar and Upper Kairakty tungsten deposits, among the largest undeveloped tungsten resources globally. The project is advancing through feasibility, permitting, and development toward commercial production, with the objective of establishing a long-term, secure supply of tungsten to support critical industrial and defense applications in the United States and allied markets.
In addition, Cove Kaz holds a 75% interest in the Akbulak rare earth project in a joint venture with Qazgeology, a subsidiary of Kazakhstan’s national mining company Tau-Ken Samruk, further strengthening its position in building integrated, diversified critical minerals supply chains. Together, these assets position Cove Kaz as a key participant in the development of reliable, independent sources of strategically important materials outside of China. For more information visit www.kazresources.com
About Skyline Builders Group Holding Limited
Skyline Builders Group Holding Limited (NASDAQ: SKBL) 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 SKBL 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. SKBL seeks to become a highly strategic supplier of critical minerals and nuclear fuels and will focus on supplying customers in the United States preferentially over customers in other regions to ensure that US customers have access to the critical materials they require. In November 2025, SKBL announced that it had subscribed for an approximate 20% membership interest in an LLC involved in the critical materials supply chain. In April 2026, SKBL announced a Transaction Agreement to effect a business combination with Cove Kaz, a U.S.-backed critical minerals development company focused on advancing strategic resource projects in Kazakhstan.
Important Notice Regarding Forward-Looking Statements
This communication contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among SKBL, SKBL Merger Sub, Cove Kaz, and KRLLC, including without limitation statements regarding the anticipated benefits of the proposed transactions, the anticipated timing of the proposed transactions, the implied enterprise value, future financial condition and performance of the combined company after the Closing and expected financial impacts of the proposed transactions, the satisfaction of closing conditions to the proposed transactions, and the products and markets and expected future performance and market opportunities of the combined company. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect the price of SKBL’s securities; (ii) the failure to satisfy the conditions to the consummation of the proposed transactions, including the approval of the Transaction Agreement by the shareholders of SKBL, the satisfaction of the closing requirements and the receipt of certain governmental, regulatory and third party approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement; (iv) the failure to meet Nasdaq listing standards in connection with the consummation of the proposed transactions; (v) the anticipated tax treatment of the proposed transactions may not be obtained; (vi) the effect of the announcement or pendency of the proposed transactions on the SKBL’s and Cove Kaz’s business relationships, operating results, and business generally; (vii) risks that the proposed transactions disrupt current plans and operations of SKBL and Cove Kaz; (viii) the outcome of any legal proceedings that may be instituted against SKBL, PubCo, Cove Kaz or KRLLC related to the Transaction Agreement or the proposed transactions; (ix) changes in the markets in which each of SKBL and Cove Kaz competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (x) changes in domestic and global general economic conditions, including fluctuations in commodity prices; (xi) the risk that PubCo may not be able to execute its growth strategies; (xii) permitting, development, operations and expansion of PubCo’s operations and projects being inconsistent with current expectations and mine plans; (xiii) the accuracy of current mineral reserve, mineral resource and mineralized material estimates; (xiv) the inherent uncertainty associated with financial or other projections; (xv) risks related to supply chain disruptions; (xvi) the risk that PubCo may not be able to develop and maintain effective internal controls; (xvii) costs related to the proposed transactions and the failure to realize anticipated benefits of the proposed transactions or to realize estimated pro forma results and underlying assumptions, including the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on future prospects, business and management strategies, expansion and growth of the combined business after the consummation of the proposed transactions; (xviii) the ability to achieve commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of PubCo to grow and manage growth economically and hire and retain key employees; (xix) the inability to secure intellectual property rights or to obtain licensing of third-party intellectual property rights for future discovery and development of PubCo’s projects; (xx) the risk that PubCo will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (xxi) those factors discussed in SKBL’s and PubCo’s filings with the SEC and that will be contained in the Registration Statement relating to the proposed transactions.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement on Form S-4 (the “Registration Statement”) and the amendments thereto, and other documents to be filed by SKBL and PubCo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while PubCo and SKBL may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. None of PubCo, Cove Kaz, KRLLC or SKBL gives any assurance that PubCo, Cove Kaz, KRLLC or SKBL will achieve expectations. These forward-looking statements should not be relied upon as representing PubCo’s, SKBL’s, Cove Kaz’s or KRLLC’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information and Where to Find It
In connection with the Transaction Agreement and the proposed transactions, PubCo intends to file relevant materials with the SEC, including the Registration Statement, which will include a prospectus for the registration of Pubco securities in connection with the proposed transactions.
THE PARTIES URGE THEIR INVESTORS, SHAREHOLDERS, AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT/PROSPECTUS, IN EACH CASE WHEN FILED WITH THE SEC AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SKBL, SKBL MERGER SUB, COVE KAZ, KRLLC, PUBCO, AND THE PROPOSED TRANSACTIONS. Shareholders of SKBL and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the proposed transactions, because they will contain important information about SKBL, SKBL Merger Sub, Cove Kaz, KRLLC and the proposed transactions. Shareholders and other interested persons will also be able to obtain copies of the registration statement/prospectus and other relevant materials in connection with the proposed transactions, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Skyline Builders Group Holding Limited, Office A, 15/F, Tower A, Capital Tower, No. 38 Wai Yip Street, Kowloon Bay, Hong Kong, telephone: +852-2811-9688 or to Cove Kaz Capital Group LLC at info@kazresources.com. The information contained on, or that may be accessed through, the websites referenced in this communication in each case is not incorporated by reference into, and is not a part of, this communication.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions contemplated by the Transaction Agreement 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.