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 August 2025
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 August 29, 2025, Skyline
Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company”) closed its private
placement (the “Offering”) of 1,359,314 Class A ordinary shares, par value $0.00001 per share (each, a “Class A Ordinary
Share”), 22,990,000 prefunded warrants to purchase Class A Ordinary Shares (the “Prefunded Warrants”), Class A Ordinary
Share Purchase Warrant As to purchase up to 24,349,314 Class A Ordinary Shares (the “A Warrants”), and Class A Ordinary Share
Purchase Warrant Bs to purchase up to 24,349,314 Class A Ordinary Shares (the “B Warrants”). The purchase price for a combination
of one Class A Ordinary Share, one A Warrant and one B Warrant was $0.73 and the purchase price for a combination of one Prefunded Warrant,
one A Warrant and one B Warrant was $0.7299. The sale of securities in the Offering was pursuant to a Securities Purchase Agreement
(the “Securities Purchase Agreement”) dated August 27, 2025 among the Company and certain accredited investors.
Each Pre-funded Warrant entitles
the holder to acquire one Class A Ordinary Share at an exercise price of $0.0001 per share. Each A Warrant is immediately exercisable
and entitles the holder to acquire one Class A Ordinary Share at an exercise price of $0.60 per share, for a period of five years following
the closing of the Private Placement. Each B Warrant is immediately exercisable and entitles the holder to acquire one Class A Ordinary
Share at an exercise price of $0.65 per share, for a period of five years following the closing of the Private Placement.
The Company received gross
proceeds of approximately $17,775,000 from the Offering, before deducting fees and expenses. The Company used approximately $7,000,000
of the proceeds from the Private Placement to retire 18,500,000 Class A Ordinary Shares owned by Supreme Development (BVI) Holdings Limited
(“SD”), a company beneficially owned by Mr. Ngo Chiu Lam, Chief Executive Officer (the “Share Retirement”). The
remaining proceeds will be allocated for general working capital and other general corporate purposes. Following the completion of the
Offering `and related transactions, Quantum Leap Energy LLC became the controlling shareholder of the Company.
In connection with the Offering,
the Company entered into a placement agency agreement (the “Placement Agency Agreement”) dated August 27, 2025 with Revere
Securities LLC, Pacific Century Securities, LLC, and Dominari Securities LLC (collectively, the “Placement Agents”), pursuant
to which the Placement Agents acted as co-placement agents for the Private Placement. As compensation to the Placement Agents, the Company
paid the Placement Agents a cash success fee equal to eight percent (8%) of the aggregate gross proceeds received by the Company from
the Private Placement. In addition, the Company issued to the Placement Agents non-callable warrants to purchase 1,947,945 Class A Ordinary
Shares at an exercise price of $0.73 per share (the “Placement Agent Warrants”).
Concurrently with the execution
of the Securities Purchase Agreement, the officers and directors of the Company and shareholders of the Company holding at least ten percent
(10%) of the outstanding Ordinary Shares entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they
have agreed not to sell or dispose of any ordinary shares which are beneficially owned by them for one hundred eighty (180) days following
the later of the closing date or effectiveness of the Registration Statement (defined below).
The securities offered and
sold by the Company in the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission
(the “SEC”) or an applicable exemption from such registration requirements. Pursuant to the Registration Rights Agreement
dated as of August 29, 2025 among the Company and certain accredited investors, the Company has agreed to file a registration statement
on Form F-1 (the “Registration Statement”) within seven (7) business days after the closing of the Private Placement with
the SEC covering the resale of the Class A Ordinary Shares, and the shares underlying the Pre-funded Warrants, the A Warrants, the B Warrants
and the Placement Agent Warrants.
The foregoing summaries
of the A Warrant, B Warrant, Pre-funded Warrant, Securities Purchase Agreement, Registration Rights Agreement, Placement Agency
Agreement and Lock-Up Agreement do not purport to be complete and are subject to and are qualified in their entirety by copies of
such documents filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 10.1, 10.2, 10.3 and 10.4, respectively to this Current Report on Form 6-K
and are incorporated herein by reference.
The Company issued press releases
announcing the pricing and closing of the Private Placement, and are furnished as Exhibits 99.1 and 99.2.
Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Class A Ordinary Share Purchase Warrant A |
| 4.2 |
|
Form of Class A Ordinary Share Purchase Warrant B |
| 4.3 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Securities Purchase Agreement |
| 10.2 |
|
Registration Rights Agreement |
| 10.3 |
|
Placement Agency Agreement |
| 10.4 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release dated August 27, 2025 |
| 99.2 |
|
Press Release dated September 2, 2025 |
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: September 2, 2025 |
By: |
/s/ Ngo Chiu Lam |
| |
Name: |
Ngo Chiu, LAM |
| |
Title: |
Chairman of the Board, Chief Executive Officer and Director |
