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 27, 2025, Skyline Builders Group Holding Limited, a Cayman Islands exempted company (the “Company”), entered into
a definitive securities purchase agreement with accredited investors for a brokered private placement (the “Private
Placement”). The Company will be issuing a combination of 24,349,315 Class A Ordinary Shares (or Pre-funded Warrants in lieu thereof),
at a price of $0.73 per share, Ordinary A Warrants to purchase 24,349,315 Class A Ordinary Shares at an exercise price of $0.60 per share,
and Ordinary B Warrants to purchase 24,349,315 Class A Ordinary Shares at an exercise price of $0.65 per share, for aggregate gross proceeds
of approximately $17,775,000, before deducting fees and offering expenses.
The Company will use 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 used for general working capital and other general corporate purposes.
On August 27, 2025, the Company
issued a press release announcing its entry into the securities purchase agreement. A copy of the press release is attached hereto as
Exhibit 99.1.
On
August 27, 2025, SD and Quantum Leap Energy LLC (“QLE”) entered into a definitive securities purchase agreement pursuant
to which SD will transfer and sell to QLE 1,995,000 Class B Ordinary Shares of the Company (the “Transferred Shares”) to
QLE (the “Sale”). The Transferred Shares comprise all of the Company’s issued and outstanding Class B Ordinary Shares.
Each Class B Ordinary Share has 20 votes and votes with the Class A Ordinary Shares on all matters voted on by the Company’s shareholders.
After giving effect to the Sale, the Private Placement and the Share Retirement, the Company will have 11,184,999 Class A Ordinary Shares and
1,995,000 Class B Ordinary Shares issued and outstanding, and QLE shall have 78.11% of the aggregate voting power represented by all outstanding
Class A Shares and Class B Shares and QLE will have control over the Company.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 27, 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: August 27, 2025 |
By: |
/s/ Ngo Chiu Lam |
| |
Name: |
Ngo Chiu, LAM |
| |
Title: |
Chairman of the Board, Chief Executive Officer and Director |
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