Skyline Builders Group Holding (SKBL) private placement and control shift

Rhea-AI Filing Summary

Skyline Builders Group Holding Limited agreed to a brokered private placement with accredited investors, issuing 24,349,315 Class A Ordinary Shares (or pre-funded warrants), plus Ordinary A and Ordinary B warrants to buy a further 24,349,315 Class A shares each. The securities are priced at $0.73 per share, with warrant exercise prices of $0.60 and $0.65, for gross proceeds of about $17,775,000 before fees.

The company plans to use approximately $7,000,000 of the proceeds to retire 18,500,000 Class A Ordinary Shares owned by Supreme Development (BVI) Holdings Limited, which is beneficially owned by its CEO, and to apply the rest to working capital and general corporate purposes. Separately, Supreme Development agreed to sell all 1,995,000 outstanding Class B Ordinary Shares, each carrying 20 votes, to Quantum Leap Energy LLC. After the transactions, 11,184,999 Class A and 1,995,000 Class B shares will be outstanding, and Quantum Leap Energy will hold 78.11% of the aggregate voting power and control the company.

Positive

• Approximately $17.8 million gross proceeds from the private placement provide additional capital, with remaining funds after the $7 million share retirement earmarked for working capital and general corporate purposes.

Negative

• Significant governance shift as Quantum Leap Energy LLC acquires all 1,995,000 supervoting Class B shares and is stated to hold 78.11% of aggregate voting power, gaining control of the company.
• Potential dilution overhang from issuing 24,349,315 Class A shares (or pre-funded warrants) plus Ordinary A and B warrants for an additional 24,349,315 Class A shares each, materially increasing potential share count.

Insights

Equity & governance analyst

Financing strengthens cash but brings major dilution and control shift.

The company is raising about $17,775,000 in a brokered private placement by issuing 24,349,315 Class A shares (or pre-funded warrants) at $0.73, along with Ordinary A and B warrants for another 24,349,315 Class A shares each at exercise prices of $0.60 and $0.65. This structure adds immediate equity plus significant potential future issuance if the warrants are exercised.

Roughly $7,000,000 of the proceeds will retire 18,500,000 Class A shares held by Supreme Development (BVI) Holdings Limited, tied to the CEO, partially offsetting dilution from the new issuance. The remainder goes to working capital and general corporate purposes, providing additional flexibility for operations.

Governance changes are substantial: Supreme Development will sell all 1,995,000 Class B shares, each with 20 votes, to Quantum Leap Energy LLC. After the placement, share retirement, and Class B sale, the company states there will be 11,184,999 Class A and 1,995,000 Class B shares outstanding, and Quantum Leap Energy will hold 78.11% of total voting power and control the company. This shifts effective control to a new holder, which can materially affect future strategic and capital allocation decisions.

Form 6-K: How Foreign Companies Report to the SEC →

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

1

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

2

FAQ

What capital is Skyline Builders Group Holding Limited (SKBL) raising in this transaction?

Skyline Builders Group Holding Limited is conducting a brokered private placement of 24,349,315 Class A Ordinary Shares (or pre-funded warrants) at $0.73 per share, together with Ordinary A and B warrants for 24,349,315 Class A shares each, for aggregate gross proceeds of approximately $17,775,000 before fees and expenses.

How will Skyline Builders Group Holding Limited (SKBL) use the proceeds from the private placement?

The company plans to use approximately $7,000,000 of the proceeds to retire 18,500,000 Class A Ordinary Shares held by Supreme Development (BVI) Holdings Limited, with the remaining proceeds applied to general working capital and other general corporate purposes.

What is happening to the Class B Ordinary Shares of Skyline Builders Group Holding Limited (SKBL)?

Supreme Development (BVI) Holdings Limited agreed to transfer and sell 1,995,000 Class B Ordinary Shares—all of the company’s issued and outstanding Class B shares, each carrying 20 votes—to Quantum Leap Energy LLC.

How will the private placement and share transactions affect Skyline Builders Group Holding Limited’s (SKBL) share structure?

After the private placement, the share retirement, and the Class B share sale, the company states it will have 11,184,999 Class A Ordinary Shares and 1,995,000 Class B Ordinary Shares issued and outstanding.

Who will control Skyline Builders Group Holding Limited (SKBL) after these transactions?

Following the private placement, share retirement, and Class B share sale, Quantum Leap Energy LLC is stated to hold 78.11% of the aggregate voting power represented by all outstanding Class A and Class B shares and will have control over the company.

What types of warrants are included in Skyline Builders Group Holding Limited’s (SKBL) private placement?

Investors will receive 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.