Control shifts as Skyline Builders (NASDAQ: SKBL) completes $17.8M placement

Rhea-AI Filing Summary

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.

Positive

• Raised new capital: The company generated gross proceeds of approximately $17,775,000 from the private placement, providing additional funds for working capital and general corporate purposes.
• Share retirement and ownership realignment: About $7,000,000 of proceeds were used to retire 18,500,000 Class A ordinary shares from a major holder, and Quantum Leap Energy LLC became the controlling shareholder.

Negative

• Significant potential dilution: The transaction includes 22,990,000 pre-funded warrants plus A and B warrants each exercisable for up to 24,349,314 Class A ordinary shares, creating a large pool of shares that may be issued over time.

Insights

Capital markets and corporate finance analyst

Large private placement reshapes Skyline’s capital structure and control.

Skyline Builders completed a sizable private placement combining new shares, pre-funded warrants, and long-dated A and B warrants, raising gross proceeds of $17,775,000. The pricing structure at around $0.73 per unit and low exercise prices for the pre-funded and other warrants suggests investors were given meaningful equity participation incentives.

A notable portion, about $7,000,000, was used to retire 18,500,000 Class A ordinary shares from Supreme Development (BVI) Holdings Limited. This simultaneously injects cash and removes a large block of existing shares, while the new instruments create potential for substantial future issuance. The 8% cash fee and 1,947,945 placement agent warrants at $0.73 align with typical small-cap private placement economics.

The filing states that Quantum Leap Energy LLC became the controlling shareholder after the transaction, marking a clear shift in control. Lock-up agreements for officers, directors, and ≥10% holders for 180 days, together with the commitment to file a Form F-1 registering resales of the new securities and underlying shares, frame how trading dynamics and ownership may evolve as the registration becomes effective and lock-ups expire.

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.

1

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

2

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

3

FAQ

What did Skyline Builders Group Holding Limited (SKBL) announce in this 6-K?

The company reported closing a private placement of 1,359,314 Class A ordinary shares, 22,990,000 pre-funded warrants, and A and B warrants each exercisable for up to 24,349,314 Class A ordinary shares, raising gross proceeds of approximately $17,775,000.

How much money did SKBL raise in the private placement and how will it be used?

Skyline Builders raised gross proceeds of about $17,775,000. Approximately $7,000,000 was used to retire 18,500,000 Class A ordinary shares held by Supreme Development (BVI) Holdings Limited, with the remaining proceeds allocated to general working capital and other corporate purposes.

What are the key terms of the warrants issued by Skyline Builders in this transaction?

Each pre-funded warrant allows purchase of one Class A ordinary share at an exercise price of $0.0001. Each A Warrant is immediately exercisable for one Class A ordinary share at $0.60 per share for five years, and each B Warrant is immediately exercisable for one Class A ordinary share at $0.65 per share for five years.

Who became the controlling shareholder of SKBL after the private placement?

Following completion of the private placement and related transactions, Quantum Leap Energy LLC became the controlling shareholder of Skyline Builders Group Holding Limited.

What compensation did the placement agents receive in the SKBL private placement?

Revere Securities LLC, Pacific Century Securities, LLC, and Dominari Securities LLC earned a cash success fee equal to 8% of the aggregate gross proceeds and received non-callable warrants to purchase 1,947,945 Class A ordinary shares at an exercise price of $0.73 per share.

Are SKBL’s newly issued securities registered for resale?

The securities sold in the private placement were not registered under the Securities Act. Under a Registration Rights Agreement, Skyline Builders agreed to file a Form F-1 to register the resale of the Class A ordinary shares and the shares underlying the pre-funded warrants, A Warrants, B Warrants, and placement agent warrants.

Are SKBL insiders subject to any lock-up restrictions after this private placement?

Yes. Officers, directors, and shareholders holding at least 10% of the outstanding ordinary shares entered lock-up agreements under which they agreed not to sell or dispose of their beneficially owned ordinary shares for 180 days following the later of the closing date or effectiveness of the registration statement.