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 October 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
Entry into a Material Definitive Agreement
On October 31, 2025, Skyline
Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company”), entered into a subscription
and unit purchase agreement (the “Subscription Agreement”) with a limited liability company engaged in the critical minerals
space (the “LLC”), pursuant to which the Company subscribed for an approximate 20% membership interest in the LLC for a subscription
price of $20,000,000.
The foregoing summary of the
Subscription Agreement does not purport to be complete and is subject to and is qualified in its entirety by the copy of such document
filed as Exhibit 10.1 to this Current Report on Form 6-K and incorporated herein by reference.
New Strategic Direction for the Company
The entry into the Subscription
Agreement represents the start of a new strategic direction by the Company into the critical materials space. The Company seeks to become
a highly strategic supplier of critical minerals and nuclear fuels with several potential acquisitions and strategic partnerships identified.
The Company will focus on supplying customers in the United States preferentially over customers in other regions to ensure that US customers
have access to the critical materials they require.
The Company issued a press
release on November 6, 2025 announcing the signing of the Subscription Agreement and the Company’s new strategic direction into
the critical materials space, and is furnished as Exhibit 99.1.
Appointment of Executive Chairman
On November 5, 2025, the board
of directors of the Company appointed Mr. Paul E. Mann as the Executive Chairman, effective January 1, 2026.
Paul E. Mann
co-founded ASP Isotopes Inc. in September 2021 and has served as the Chairman and Chief Executive Officer and a member of its board of
directors of ASP Isotopes Inc. since incorporation. Paul also served as the Chief Financial Officer of ASP Isotopes Inc. until September
2022. Prior to ASPI, Paul was Chief Financial Officer of PolarityTE, Inc., a biotechnology company, from June 2018 until
April 2020. Prior to that, he was responsible for Healthcare investments at DSAM Partners LLC, a global hedge fund. Earlier in his career,
he was a portfolio manager at Highbridge Capital where he managed investments in healthcare and biotechnology. Prior to Highbridge Capital,
from August 2013 to March 2016, he worked at Soros Fund Management where he was responsible for billions of dollars of investments in
healthcare and chemicals companies. During his career as a healthcare and chemicals investor, Paul has helped create and fund numerous
early stage and start-up companies. Prior to moving to the buy-side, Paul spent 11 years as a sell-side analyst at Morgan Stanley and
Deutsche Bank. He co-managed the healthcare research team at Morgan Stanley, one of the top ranked teams in Institutional Investor, Greenwich
and Reuters. He was also corporate broker to over half the UK Pharmaceutical Companies. Paul started his career as a research scientist
at Procter and Gamble and he is named as the inventor of numerous skin creams in the Oil of Olay range of cosmetics. Between 2000 and
2023 he was a nonexecutive, independent director at Abeona Therapeutics (NASDAQ: ABEO), where he was the chair of the audit committee,
and he is currently a director at Healthtech Solution Inc. (OTC: HLTT), where he is chairman of the board and serves on the audit committee.
He was the co-founder and Chairman of Varian Biopharma, a private biotechnology company focused on precision oncology until its sale in
2023. Paul has an MA (Cantab) and an MEng from Cambridge University, UK where he studied Natural Sciences and Chemical Engineering and
he is a CFA charter holder.
We believe Mr. Paul E. Mann
is qualified to serve as our Executive Chairman because of his extensive experience in executive leadership, corporate finance, as well
as his background in investment management and corporate governance.
On November 5, 2025, the Company
entered into an executive employment agreement with Mr. Paul E. Mann, effective January 1, 2026, pursuant to which Mr. Mann will serve
as Executive Chairman, receive an annual base salary of $360,000 and is be eligible for additional board fees and incentive compensation.
On November 5, 2025, the Company
entered into an indemnification agreement with Mr. Paul E. Mann, effective January 1, 2026, pursuant to which the Company agreed to provide
certain indemnification rights to Mr. Mann in connection with his appointment as Executive Chairman effective January 1 2026.
The foregoing summary of the
executive employment agreement and indemnification agreements does not purport to be complete and is subject to and is qualified in its
entirety by copies of such documents filed as Exhibit 10.2 and 10.3, respectively, to this Current Report on Form 6-K and are incorporated
herein by reference.
Exhibits
| Exhibit No. |
|
Description |
| 10.1*+ |
|
Subscription and Unit Purchase Agreement dated October 31, 2025 |
| 10.2* |
|
Executive Employment Agreement dated November 5, 2025 |
| 10.3* |
|
Indemnification Agreement dated November 5, 2025 |
| 99.1** |
|
Press Release dated November 6, 2025 |
| + | Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the registrant has determined
that the information is not material and is the type that the registrant treats as private or confidential. |
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: November 6, 2025 |
By: |
/s/ Ngo Chiu Lam |
| |
Name: |
Ngo Chiu, LAM |
| |
Title: |
Chairman of the Board, Chief Executive Officer and Director |
