New Series B preferred and charter overhaul at Skyline (NASDAQ: SKBL)

Rhea-AI Filing Summary

Skyline Builders Group Holding Limited reported results of an extraordinary general meeting held on February 6, 2026. Shareholders voted on two governance-related proposals affecting the company’s capital structure and constitutional documents.

First, shareholders approved increasing authorized share capital from US$50,000 to US$50,600 to create a new class of 60,000,000 Series B preferred shares, each with par value US$0.00001. The motion required at least a two‑thirds majority and received 42,283,881 votes for, 615,338 against, and 4,932 abstentions.

Second, shareholders approved and adopted the Fourth Amended and Restated Memorandum and Articles of Association, replacing the prior Third Amended and Restated version. This proposal also required a two‑thirds majority and received 42,285,219 votes for, 613,086 against, and 5,846 abstentions. The new constitutional documents will be filed with the Cayman Islands Registrar of Companies. The meeting had strong participation, with approximately 82.17% of ordinary shares entitled to vote represented in person or by proxy.

Insights

Corporate governance analyst

Skyline shareholders approved a new preferred class and a fully updated charter, both by wide margins.

The meeting centers on capital structure and governance rather than operating performance. Shareholders authorized a modest increase in total authorized capital to introduce 60,000,000 Series B preferred shares, leaving existing Class A, Class B and Series A preferred authorizations unchanged in number and par value.

Separately, adopting the Fourth Amended and Restated Memorandum and Articles of Association consolidates the new Series B terms and broader governance provisions into a single, updated charter. Both items required a supermajority of not less than two‑thirds of votes cast and comfortably cleared that bar, suggesting broad shareholder alignment with management’s proposed structural changes.

Turnout was high, with approximately 82.17% of ordinary shares entitled to vote represented at the meeting. Future company disclosures may describe in more detail how the rights and preferences of the new Series B preferred shares interact with existing share classes over time.

Form 6-K: How Foreign Companies Report to the SEC →

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 ☐

Submission of Matters to a Vote of Security Holders.

On February 6, 2026, Skyline Builders Group Holding Limited (the “Company”) held the Company’s Extraordinary General Meeting (the “Meeting”) at 10 a.m. Hong Kong time. On January 26, 2026, the record date for the Meeting, there were 12,316,586 Class A Ordinary Shares issued and outstanding and 1,995,000 Class B ordinary shares issued outstanding. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to 20 votes at the Meeting. 42,904,151 (or approximately 82.17%) Ordinary Shares of the Company entitled to vote were represented in the Meeting either in person or by proxy.

The final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:

1. To approve the creation of a new and separate class of “series B preferred shares”

Shareholders approved the proposal that 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 and 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. Approval of this proposal required the affirmative vote of 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 . The voting results were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	42,283,881				615,338				4,932				0

2. To approve the adoption of the fourth amended and restated memorandum and articles of association

Shareholders approved the proposal that the Fourth Amended and Restated Memorandum and Articles of Association of Skyline Builders Group Holding Limited (the “New Memorandum and Articles”) 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. Approval of this proposal required the affirmative vote of 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. The voting results were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	42,285,219				613,086				5,846				0

 1

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 hereunto duly authorized.

	Skyline Builders Group Holding Limited
Dated: February 6, 2026	/s/ Ngo Chiu, LAM
	Ngo Chiu, LAM
	Chairman of the Board of Directors

 2

FAQ

What did Skyline Builders Group Holding Limited (SKBL) shareholders approve at the February 2026 meeting?

Shareholders approved creating 60,000,000 Series B preferred shares and adopting a Fourth Amended and Restated Memorandum and Articles of Association. Both proposals passed with more than a two‑thirds majority of votes cast at the extraordinary general meeting.

How did Skyline Builders (SKBL) change its authorized share capital at the extraordinary meeting?

Authorized share capital increased from US$50,000 to US$50,600, allowing designation of 60,000,000 Series B preferred shares with par value US$0.00001 each. Existing authorizations for Class A, Class B and Series A preferred shares remained at their prior share counts and par values.

What were the voting results for Skyline Builders’ new Series B preferred share class?

The Series B preferred share proposal received 42,283,881 votes for, 615,338 against, and 4,932 abstentions. It required approval by a majority of not less than two‑thirds of votes cast in person or by proxy and met that supermajority threshold comfortably.

What changes were made to Skyline Builders’ memorandum and articles of association?

Shareholders approved the Fourth Amended and Restated Memorandum and Articles of Association, replacing the prior Third Amended and Restated version. Directors are authorized to finalize the document and complete filings with the Cayman Islands Registrar of Companies to give it full legal effect.

How strong was shareholder participation at Skyline Builders’ February 2026 extraordinary general meeting?

Participation was high, with 42,904,151 ordinary shares, or approximately 82.17% of shares entitled to vote, represented in person or by proxy. This reflects robust engagement on proposals involving capital structure changes and adoption of updated constitutional documents.

What voting power did different Skyline Builders share classes have at the meeting?

As of the January 26, 2026 record date, there were 12,316,586 Class A ordinary shares and 1,995,000 Class B ordinary shares outstanding. Each Class A share carried one vote, while each Class B share carried 20 votes for matters at the extraordinary general meeting.