Skyline Builders (SKBL) agrees $45M convertible loan and amends cash terms for deal

Rhea-AI Filing Summary

Skyline Builders Group Holding Limited entered into a new convertible loan agreement with Cove Kaz Capital Group for a loan facility of up to $45 million, replacing an earlier April 2026 loan arrangement. Of this, an Initial Advance of $23.1 million was made on April 22, 2026, with the remaining $21.9 million available for future draws.

The outstanding principal under this facility will accrue simple interest at 10% per year until repaid. Skyline and its transaction partners also signed Amendment No. 1 to their existing transaction agreement, clarifying that at the Closing Date Skyline must have at least $50 million of cash in its bank accounts, reduced by any amounts loaned to Kaz-affiliated companies before closing.

Insights

Cross-border M&A and financing analyst

Skyline provides a $45M convertible loan and tightens cash terms for its pending deal.

The company has agreed a new convertible loan agreement with Cove Kaz for up to $45 million, replacing a prior loan. An Initial Advance of $23.1 million is already outstanding, with additional draws available, all accruing simple interest at 10% annually.

This structure makes Skyline a lender to Cove Kaz while the broader transaction progresses. Amendment No. 1 to the transaction agreement requires Skyline to hold at least $50 million of cash as of the Closing Date, adjusted for pre-closing loans to Kaz entities. The actual impact depends on future advances and cash levels at closing.

Key Figures

Convertible loan commitment: $45 million Initial Advance: $23.1 million Undrawn commitment: $21.9 million +2 more

5 metrics

Convertible loan commitment $45 million Aggregate facility available to Cove Kaz under the Convertible Loan Agreement

Initial Advance $23.1 million Amount loaned to Cove Kaz on April 22, 2026

Undrawn commitment $21.9 million Remaining portion of the $45 million facility available for future draws

Interest rate 10% per annum Simple interest on outstanding principal under the loan facility

Minimum cash at closing $50 million Cash required in Skyline’s bank accounts as of the Closing Date, reduced by loans to Kaz companies

Key Terms

Convertible Loan Agreement, Initial Advance, Principal, simple interest, +2 more

6 terms

Convertible Loan Agreement financial

"entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Cove Kaz"

A convertible loan agreement is a contract where a lender provides cash to a company as a loan but with an option to swap the loan balance for company shares instead of being repaid in cash. For investors, it matters because conversion can change ownership percentages, affect future share value and dilution, and determine whether the lender is treated like a creditor or a shareholder — like lending someone money with a ticket that can later be exchanged for part-ownership.

Initial Advance financial

"the sum of $23.1 million was loaned to Cove Kaz on April 22, 2026 (the “Initial Advance”)"

Principal financial

"the aggregate outstanding principal amount of all Advances from time to time, the “Principal”"

Principal is the core sum of money at stake — the original amount invested, loaned, or still owed on a debt — and can also mean the main party involved in a transaction. Think of it as the seed from which interest, gains or losses grow: it determines how much interest accrues, how much must be repaid, and how big an investor’s exposure or claim is in a deal, so it directly affects returns and risk.

simple interest financial

"with simple interest accrued on the outstanding Principal at a rate equal to 10% per annum"

Simple interest is a way of calculating interest where payments are based only on the original amount lent or invested, not on interest that accumulates over time. Think of it like getting a fixed tip each period on the initial bill rather than earning interest on the tip itself; it keeps returns predictable and makes it easy for investors and borrowers to compare total interest cost or income over a set term.

Amendment No. 1 to the Transaction Agreement financial

"entered into an Amendment No. 1 to the Transaction Agreement (“Amendment No.1”)"

Closing Date financial

"as of the Closing Date, the Company shall have no less than $50 million of cash"

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FAQ

What financing agreement did Skyline Builders Group (SKBL) enter into with Cove Kaz?

Skyline Builders agreed to a convertible loan agreement with Cove Kaz for a facility of up to $45 million. This replaces an earlier April 2026 loan and sets out how funds can be advanced and repaid with interest.

How much has been advanced so far under Skyline Builders’ $45 million loan facility?

Skyline Builders has already made an Initial Advance of $23.1 million to Cove Kaz on April 22, 2026. The remaining $21.9 million of the total $45 million commitment can be drawn later under the agreement’s procedures.

What interest rate applies to the Skyline Builders loan facility to Cove Kaz?

The outstanding principal under the loan facility bears simple interest at 10% per year. Interest accrues from the date each advance is made until the principal and all accrued interest are fully repaid to Skyline Builders.

How did Amendment No. 1 change Skyline Builders’ transaction agreement?

Amendment No. 1 clarifies that, as of the Closing Date, Skyline Builders must have at least $50 million of cash in its bank accounts, reduced by any amounts loaned to a Kaz Company before closing. This ties required cash to pre-closing loans.

What happens to Skyline Builders’ prior loan agreement with Cove Kaz?

The new Convertible Loan Agreement explicitly supersedes the prior loan agreement dated April 21, 2026. This means the earlier arrangement is replaced, and the relationship between Skyline Builders and Cove Kaz is now governed by the updated terms.

Who are the parties to Skyline Builders’ amended transaction agreement?

The transaction agreement involves Skyline Builders Group Holding Limited, Cove Kaz, Kaz Resources, LLC and SKBL Merger Sub Inc. They entered the original agreement in April 2026 and signed Amendment No. 1 on June 9, 2026 to clarify closing cash requirements.

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 June 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 June 2, 2026, Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company”), entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Cove Kaz Capital Group LLC (“Cove Kaz”), a Delaware limited liability company. The Convertible Loan Agreement supersedes the loan agreement between the Company and Cove Kaz dated April 21, 2026 (the “Prior Loan Agreement”). Pursuant to the Convertible Loan Agreement, the Company agrees to make available to Cove Kaz a loan facility in an aggregate amount of up to $ 45 million (the “Commitment”), of which the sum of $23.1 million was loaned to Cove Kaz on April 22, 2026 (the “Initial Advance”). The remaining undrawn portion of the Commitment, equal to $21.9 million, may be drawn from time to time by Cove Kaz in accordance with the procedure set out in the Convertible Loan Agreement (each such advance, together with the Initial Advance, an “Advance,” and the aggregate outstanding principal amount of all Advances from time to time, the “Principal”). The Principal shall be repaid to the Company with simple interest accrued on the outstanding Principal at a rate equal to 10% per annum from the date each Advance is made until the Principal and all interest accrued thereon is paid.

As previously reported, on April 30, 2026, the Company, Cove Kaz, Kaz Resources, LLC and SKBL Merger Sub Inc. entered into a transaction agreement (the “Transaction Agreement”). On June 9, 2026, the parties to the Transaction Agreement entered into an Amendment No. 1 to the Transaction Agreement (“Amendment No.1”). Amendment No.1 clarifies that as of the Closing Date, the Company shall have no less than $50 million of cash available in the bank accounts of the Company, reduced by any amounts that have been loaned by the Company to a Kaz Company (as defined in the Transaction Agreement) prior to the Closing Date.

The foregoing summaries of the Convertible Loan Agreement and Amendment No. 1 do not purport to be complete and are subject to, and qualified in its entirety by, the Convertible Loan Agreement and Amendment No. 1 to the Transaction Agreement, attached as Exhibits 10.1 and 10.2 to this Report on Form 6-K, which are incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Convertible Loan Agreement
10.2		Amendment No. 1 to the Transaction Agreement

2

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: June 17, 2026	By:	/s/ Paul Mann
	Name:	Paul Mann
	Title:	Executive Chairman

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 CONVERTIBLE LOAN AGREEMENT 57.8 KB
• EX-10.2 AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT 11.2 KB