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 February 2026
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
As previously announced, Skyline Builders Group Holding Limited, a
Cayman Islands exempted company with limited liability (the “Company”), entered into (i) a securities purchase agreement dated
February 11, 2026 (the “Reg D Purchase Agreement”) for an offering of the Company’s Series B Convertible Preferred Shares
(the “Preferred Shares”) in a private placement (the “Reg D Private Placement”)pursuant to Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a securities purchase agreement dated February 11,
2026 (the “Reg S Purchase Agreement”) for an offering of the Preferred Shares in a private placement pursuant to Regulation
S under the Securities Act (the “Reg S Private Placement” and together with the Reg D Private Placement, the “Private
Placements”), in each case, for the purchase and sale of the Preferred Shares.
The Private Placements closed on February 13, 2026 at which the Company
issued 6,322 of the Preferred Shares. The purchase price for each Preferred Share was $5,000. Each Preferred Share is convertible into
Class A ordinary shares (the “Conversion Shares”) with a conversion price of $2.40 per share, subject to certain anti-dilution
adjustments that are described in the Company’s Fourth Amended and Restated Memorandum and Articles of Association (the “Memorandum
and Articles”) that are subject to a floor of $1.50 per share and other customary adjustments for share splits, recapitalizations,
reorganizations and similar transactions as described in the Memorandum and Articles.
The gross proceeds of the Private Placement were approximately $31,590,000,
before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds
from the Private Placement for general working capital and other general corporate purposes.
In connection with the Private Placements, the Company also entered
into a Placement Agency Agreement, dated February 10, 2026 (the “Placement Agency Agreement”), with Dominari Securities LLC
(“Dominari”) and an Introducer Agreement, dated February 10,2026 (the “Introducer Agreement”) Ocean Wall Ltd.
(“Ocean Wall”, and collectively with Dominari, the “Placement Agents” and each a “Placement Agent”).
As compensation for their services, the Company paid the Placement Agents an aggregate cash fee equal to eight percent (8.0%) of the aggregate
gross proceeds of the Private Placements and non-callable warrants (the “Placement Agent Warrants”) exercisable for a number
of the Company’s Class A Ordinary Shares equal to six percent (6%) of the Class A Ordinary Shares underlying the Preferred Shares
on the closing date. The Placement Agent Warrants have an exercise price of $2.40 per share, subject to customary adjustments for stock
splits, recapitalizations, reorganizations and similar transactions.
On February 13, 2026, the Company also entered into Registration Rights
Agreements (the “Registration Rights Agreements”) with the Purchasers and the Placement Agents, pursuant to which the Company
has agreed to file a registration statement on Form F-1 (or other suitable form) with the U.S. Securities and Exchange Commission (the
“SEC”) within sixty (60) business days after the later of (i) the closing date or (ii) escrow release date (as defined in
the Securities Purchase Agreements) for the resale of the Conversion Shares and the shares underlying the Placement Agent Warrants.
On February 13, 2026, in connection with the closing of the Private
Placements, each officer and director of the Company entered into a lock-up agreement (the “Lock-Up Agreement”), pursuant
to which they agreed not to sell, transfer or otherwise dispose of any their Class A Ordinary Shares (or any securities convertible into,
exercisable for, or exchangeable for Class A Ordinary Shares for a period of one hundred eighty (180) days following the later of the
closing date or effective date of the Registration Statement filed pursuant to the Registration Rights Agreement.
The securities issued and sold by the Company in the Private Placement,
including the underlying Class A Ordinary Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an
applicable exemption from the registration requirements of the Securities Act and such state securities laws.
The foregoing summaries of the Memorandum and Articles, the Placement
Agenet Warrants, the Reg D Purchase Agreements, the Deg S Purchase Agreement, the Registration Rights Agreements, the Introducer Agreement
and the Placement Agency Agreement, do not purport to be complete and are subject to, and qualified in its entirety by, the Form of Exchange
Agreement, attached as Exhibits 3.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, to this Report on Form 6-K, which are incorporated herein by
reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Regulation D Securities Purchase Agreement |
| 10.2 |
|
Regulation S Securities Purchase Agreement |
| 10.3 |
|
Registration Rights Agreement |
| 10.4 |
|
Introducer Agreement |
| 10.5 |
|
Placement Agency Agreement |
| 99.1 |
|
Press Release dated February 13, 2026 |
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: February 13, 2026 |
By: |
/s/ Ngo Chiu Lam |
| |
Name: |
Ngo Chiu, LAM |
| |
Title: |
Chairman of the Board, Chief Executive Officer and Director |
Exhibit 99.1
Skyline Builders Group Holding Ltd. Announces
Closing of $31.59 Million Private Placement
Hong Kong, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Skyline
Builders Group Holding Limited (NASDAQ: SKBL) (the “Company”), a civil engineering services provider in Hong Kong, today announced
that on February 13, 2026 (the “Closing Date”) it closed its previously announced concurrent private placements (the “Private
Placements”) of its Series B Preferred Shares, par value $0.00001 per share, (the “Preferred Shares”). The Company issued
an aggregate of 6,322 Preferred Shares for aggregate gross proceeds of approximately $31.59 million, before deducting placement agent
fees and other offering expenses payable by the Company. Approximately $26.59 million of Preferred Shares were issued under a Regulation
D offering to “accredited” investors and approximately $5 million of Preferred Shares were issued under a Regulation S offering
outside of the United States to non-US investors.
In connection with the Private Placements, the
Company issued to Dominari Securities LLC and Ocean Wall Limited (the “Placement Agents”) Class A ordinary share purchase
warrants to purchase Class A ordinary shares equal to six percent (6%) of the Class A ordinary shares underlying the Preferred Shares
on the closing date (the “Placement Agent Warrants”).
Each Preferred Share is convertible into Class
A ordinary shares (the “Conversion Shares”) with a conversion price of $2.40 per share, subject to certain anti-dilution adjustments,
but in no event less than $1.50 per share and other customary adjustments for share splits, recapitalizations, reorganizations and similar
transactions. Each Placement Agent Warrant is immediately exercisable and entitles the holder to acquire one Class A ordinary share at
an exercise price of $2.40 per share.
The Company intends to use the net proceeds of
the private placement for general working capital and other general corporate purposes.
The securities issued and sold by the Company
in the private placement 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 under the Securities Act of 1933, as amended
(the “Securities Act”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration
statement with the Securities and Exchange Commission covering the resale of the Conversion Shares and the Class A ordinary shares underlying
the Placement Agent Warrants issued to the placement agents at closing. Any resale of the Company’s shares under such resale registration
statement will be made only by means of a prospectus or pursuant to an exemption from the Securities Act.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing
of the private placement, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state laws.
About Skyline Builders Group Holding Limited
Skyline Builders Group Holding Limited (NASDAQ:
SKBL) operates as an Approved Public Works Contractor undertaking roads and drainage to its customers in Hong Kong. Its construction activities
mainly include public civil engineering works, such as road and drainage works, in Hong Kong. It mostly undertakes civil engineering works
in the role of subcontractor, while it is also fully qualified to undertake such works in the capacity of main contractor. The Company’s
public sector projects mainly involve infrastructure developments while private sector projects mainly involve residential and commercial
developments.
Forward-Looking Statements
This press release contains forward-looking statements
that are subject to various risks and uncertainties. These forward-looking statements include statements which may be accompanied by the
words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,”
“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”
“potential,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes
that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings
with the SEC.
For more information, please contact:
Skyline Builders Group Holding Limited
Investor Relations Department
Email: ir@skylinebuilders.cc
