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 March 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
On March 20, 2026, Skyline Builders Group Holding
Limited, a Cayman Islands exempted company with limited liability (the “Company”), entered into (i) a senior unsecured convertible
note purchase agreement dated March 20, 2026 (the “Reg D Purchase Agreement”) for an offering of $16,575,000 of the Company’s
senior unsecured convertible notes (the “Notes”) 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 March 20, 2026 (the “Reg S Purchase Agreement”) for an offering of $600,000 of the Company’s Series B Preferred
Shares (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 March 25,
2026. The Notes are convertible into the Company’s class A ordinary shares, par value $0.00001 per share (the “Class A
Ordinary Shares”) at a conversion price of $2.40 per share, subject to certain anti-dilution adjustments, that are subject to
a floor of $1.50 per share (such shares are referred to as the “Note Conversion Shares”). The conversion price of the
Notes is also subject to other customary adjustments for share splits, recapitalizations, reorganizations and similar transactions
The purchase price for each Preferred Share was $5,000. Each Preferred Share is convertible into Class A ordinary shares (the
“Preferred Conversion Shares”) at 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. The conversion price of the Preferred Conversion Shares is also
subject to other customary adjustments for share splits, recapitalizations, reorganizations and similar transactions as described in
the Memorandum and Articles.
The gross proceeds of the Private Placements were
$17,175,000.00, before deducting placement agent fees and other offering expenses that were paid by the Company. The Company intends to
use the net proceeds from the Private Placements for general working capital and other general corporate purposes.
In connection with the Reg D Private Placement,
the Company also entered into a Placement Agency Agreement, dated March 20, 2026 (the “Placement Agency Agreement”), with
Dominari Securities LLC (“Dominari,”). Ocean Wall Limited (“Ocean Wall”) acted as introducer for the Reg S Private
Placement pursuant to an [Introduction Agreement dated February 20, 2026].. As compensation for their services, the Company paid Dominari
a cash fee equal to eight percent (8.0%) of the aggregate gross proceeds of the Reg D Placement and Ocean Wall a cash fee equal to eight
percent (8.0%) of the aggregate gross proceeds of the Reg S Placement. Dominari and Ocean Wall Limited also received non-callable warrants
(the “Placement Agent Warrants”) exercisable for a number of the Company’s Class A Ordinary Shares equal to eight percent
(8%) and six percent (6%) of the Class A Ordinary Shares underlying the Notes and Preferred Shares on the closing date, respectively.
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. In addition, the Company has agreed to pay expenses of Dominari’s legal counsel and other
out-of-pocket expenses in an amount not to exceed $150,000.
On March 25, 2026, the Company also entered into
Registration Rights Agreements (the “Registration Rights Agreements”) with the each purchaser of the Notes, each purchaser
of Preferred Shares, Dominari and Ocean Wall, 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 Reg D Purchase Agreement and the Reg S Purchase Agreement)
for the resale of the Note Conversion Shares, the Preferred Conversion Shares and the shares underlying the Placement Agent Warrants.
On March 25, 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 Placements and the Class A Ordinary Shares underlying such securities, 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 Placement Agenet
Warrants, the Reg D Purchase Agreement, the Reg S Purchase Agreement, the Registration Rights Agreements, 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
4.1, 10.1, 10.2, 10.3, and 10.4, to this Report on Form 6-K, which are incorporated herein by reference.
The Company issued a press release announcing the pricing of the Private
Placements, and are furnished as Exhibit 99.1 hereto.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Placement Agent
Warrant dated March 25, 2026 |
| 10.1 |
|
Regulation D Purchase Agreement dated March 20, 2026 |
| 10.2 |
|
Regulation S Purchase Agreement dated March 20, 2026 |
| 10.3 |
|
Registration Rights Agreement date March 25, 2026 |
| 10.4 |
|
Placement Agency
Agreement dated March 20, 2026 |
| 99.1 |
|
Press Release dated March 20, 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: March 26, 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 Limited Announces
Pricing of Private Placement of Convertible Notes and Preferred Shares
HONG KONG, March 23, 2026 (GLOBE NEWSWIRE) --
Skyline Builders Group Holding Limited (NASDAQ: SKBL), a Cayman Islands exempted company with limited liability (the “Company”),
today announced the pricing of a brokered private placement (the “Private Placement”) of senior unsecured convertible notes
of the Company (the “Notes”) and 250,000 class B preferred shares, par value $0.00001 per share, (the “Preferred Shares”)
for total gross proceeds of approximately $17,175,000.00, before deducting placement agent fees and other offering expenses payable by
the Company. Each Note is convertible into class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary 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 Preferred Share is convertible
into Class A Ordinary 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.
Approximately $16,575,000.00 of Notes were issued
under a Regulation D offering to US based investors and approximately $600,000.00 of Preferred Shares were issued under a Regulation S
offering to non-US investors.
Dominari Securities LLC acted as placement agent
for the Notes and Ocean Wall Ltd. acted as introducer for the Preferred Shares.
The Company will also enter into Registration
Rights Agreements, pursuant to which the Company will agree 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 following the closing for the resale
of the Class A Ordinary Shares underlying the securities issued in connection with the Private Placement.
The Private Placement is expected to close on
or about March 24, 2026, subject to the satisfaction of customary closing conditions.
The securities to be 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.
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
