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 January 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
Attached hereto and incorporated herein are Skyline
Builders Group Holding Limited’s (the “Company”) Notice of Extraordinary General Meeting of Shareholders, Proxy Statement
and Form of Proxy Card for the Extraordinary General Meeting of Shareholders to be held on February 6, 2026 (the “Meeting”).
Only shareholders of record who hold Class A Ordinary
Shares and Class B Ordinary Shares, par value US$0.00001 per share, of the Company at the close of business on January 26, 2026 will be
entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Notice of Meeting for the Extraordinary General Meeting of Shareholders |
| 99.2 |
|
Proxy Statement for the Extraordinary General Meeting of Shareholders |
| 99.3 |
|
Form of Proxy Card for the Extraordinary General Meeting of Shareholders |
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: January 23, 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
Notice
of the Extraordinary General Meeting of Shareholders
Notice is hereby given that an Extraordinary General
Meeting of Shareholders (the “Meeting”) of Skyline Builders Group Holding Limited (the “Company”)
will be held on February 6, 2026 at 10 a.m. Hong Kong time, at the Company’s office, located at Office A, 15/F, Tower
A, Capital Tower, No. 38 Wai Yip Street, Kowloon Bay, Hong Kong, and virtually using the following dial-in information:
| US Toll Free |
1 866 213 0992 or 1 866 226 1406 |
| Hong Kong Toll |
+852 2112 1888 |
| Participant Passcode |
2910077# |
, for the purposes of considering and, if thought
fit, passing the following resolutions:
| |
(1) |
RESOLVED, as a special
resolution, that (“Proposal 1”) the authorized share capital of the Company be and hereby is increased from US$50,000
to US$50,600, such that the authorized share capital of the Company would be changed from US$50,000 divided into 4,000,000,000 Class
A ordinary shares of par value US$0.00001 each (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares
of par value US$0.00001 each (the “Class B Ordinary Shares”) and 950,000,000 Series A preferred shares of par value
US$0.00001 each (the “Series A Preferred Shares”) to US$50,600 divided into 4,000,000,000 Class A Ordinary Shares
of par value US$0.00001 each, 50,000,000 Class B Ordinary Shares of par value US$0.00001 each, 950,000,000 Series A Preferred Shares
of par value US$0.00001 each and 60,000,000 Series B preferred shares of par value US$0.00001 each (the “Series B Preferred
Shares”) by designating 60,000,000 Series B Preferred Shares of par value US$0.00001 each out of the increased authorized share
capital (the “Share Designation”); and each Series B Preferred Share shall confer each holder thereof the rights,
preferences, privileges, and restrictions, as further set forth in the Fourth Amended and Restated Memorandum and Articles of Association
attached to the Proxy Statement accompanying this Notice as Annex A; |
| |
(2) |
Subject to approval for
Proposal 1 above, RESOLVED, as a special resolution, that (“Proposal 2”) the Fourth Amended and Restated Memorandum
and Articles of Association of Skyline Builders Group Holding Limited (the “New Memorandum and Articles”), a substantial
form of which is attached to the Proxy Statement accompanying this Notice as Annex A, be approved and adopted as the memorandum
and articles of association of Skyline Builders Group Holding Limited, in substitution for and to the exclusion of the existing Third
Amended and Restated Memorandum and Articles of Association of Skyline Builders Group Holding Limited in its entirety with immediate
effect; and the directors of the Company be authorized to finalize the New Memorandum and Articles and take all necessary actions for
filing with the Registrar of Companies of the Cayman Islands. |
Board Recommendation
The Board unanimously recommends that you vote
“FOR” of each of the proposed resolutions, which are described in the attached Proxy Statement.
Record Date
Shareholders of record at the close of business
on January 26, 2026 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or
by appointing a proxy to vote in their stead at the Meeting (as detailed below).
Required Vote and Voting Procedures
Approval of Proposal 1 and Proposal 2 to be presented
at the Meeting requires a majority of not less than two-thirds of the votes by shareholders who (being entitled to do so) vote in person
or by proxy at the Meeting.
How You Can Vote
A form of proxy card for use at the Meeting is
attached to the accompanying Proxy Statement, together with a return envelope, being sent to holders of the Company’s Ordinary
Shares. By appointing proxies, shareholders may vote at the Meeting regardless of whether they attend. If a properly executed proxy card
in the attached form is received by the Company at least 48 hours prior to the Meeting, all of the Ordinary Shares represented by
the proxy shall be voted as indicated on the form.
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Sincerely, |
| |
|
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/s/ Ngo Chiu Lam |
| |
Ngo Chiu Lam |
| |
Chairman of the Board of Directors |
| |
January 23, 2026 |
