SKK Holdings issues 52M shares to close drone deal

At least $10 million in capital-raise proceeds moved to an October 16, 2026 deadline; release of $10 million in PIPE proceeds depends on that raise.

Rhea-AI Filing Summary

SKK Holdings Ltd., renamed Rantizo, completed its acquisition of substantially all Rantizo, Inc.’s drone-based technology assets used in agricultural spraying, seeding and monitoring, effective October 9, 2026. It issued 51,966,591 Class A ordinary shares as consideration, determined by dividing $258.83 million by the $4.9807 volume weighted average price over the prior three trading days.

Management received 2,409,300 Class A shares with a $12,000,000 aggregate grant-date value; A.G.P./Alliance Global Partners received 2,000,000 shares for serving as exclusive financial advisor. The 1,085,264 SPA shares converted from Class B to Class A before transfer to Rantizo, Inc.; consideration, management, advisor and SPA shares are subject to a six-month lock-up. The $8,000,000 SPA purchase price is payable after the post-closing company receives Capital Raise proceeds.

The waiver permits at least $10 million in Capital Raise proceeds by October 16, 2026; Rantizo, Inc.’s $10 million PIPE proceeds are due by then only if the Capital Raise is complete. The company changed its name to Rantizo on October 9, and its ticker changed from SKK to RNTZ effective October 13. Marianne McInerney became Executive Director and President; Ng Chun Seong resigned as Executive Director and remains Chief Operating Officer.

1 point · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointDrone-asset acquisition closed: 51,966,591 Class A shares issued for substantially all acquired assets.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Capital Raise proceeds shifted post-closing: at least $10 million precedes conditional PIPE release. 42% of market cap

Filing Explained

At the October 9 closing, the board had five members—three independent and two executive directors; the seller waived its pre-closing right to appoint an independent director and will nominate one later.

Key Figures

Class A ordinary shares issued as consideration: 51,966,591 shares Share-count calculation base: $258.83 million Volume weighted average price: $4.9807 +5 more

8 metrics

Class A ordinary shares issued as consideration 51,966,591 shares Issued at the acquisition closing

Share-count calculation base $258.83 million Divided by the volume weighted average price to determine the consideration share count

Volume weighted average price $4.9807 Class A ordinary shares over the three trading days before closing

SPA shares transferred 1,085,264 shares Class B shares converted to Class A before transfer to Rantizo, Inc.

Management shares grant-date value $12,000,000 Aggregate value of shares granted at closing

Capital Raise At least $10 million Proceeds permitted to be delivered after closing by October 16, 2026

PIPE proceeds $10 million Due by October 16, 2026, provided the Capital Raise is complete

SPA purchase price $8,000,000 Payable after the post-closing company receives Capital Raise proceeds

Key Terms

volume weighted average price, Buyer Capital Raise, PIPE Transaction, registration rights, +1 more

5 terms

volume weighted average price financial

"the $4.9807 volume weighted average price over the prior three trading days"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Buyer Capital Raise financial

"consummated the Buyer Capital Raise at or prior to Closing"

PIPE Transaction financial

"Rantizo requests that SKK acknowledge that the PIPE Transaction was completed"

A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.

registration rights regulatory

"which agreement sets forth customary registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

lock-up financial

"all subject to a six-month lock-up following the Closing"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did SKK issue for the Rantizo drone-asset acquisition?

SKK issued 51,966,591 Class A ordinary shares as consideration. The count was determined by dividing $258.83 million by $4.9807, the Class A ordinary shares’ volume weighted average price over the three trading days before closing.

What funding payments are due after the SKK acquisition?

The waiver permits at least $10 million in Capital Raise proceeds to reach the post-closing company by October 16, 2026. Rantizo, Inc.’s $10 million PIPE proceeds are due by then only if the Capital Raise is complete; Rantizo, Inc. is to pay $8,000,000 for the SPA shares after the post-closing company receives the Capital Raise proceeds.

Who joined Rantizo’s board and how many directors does it have?

At closing, Rantizo’s board had five members: three independent directors and two non-independent executive directors. Marianne McInerney became Executive Director and President, while Ng Chun Seong resigned as Executive Director and remained Chief Operating Officer. The Seller will nominate an independent director at a later date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Available on EDGAR 10/13/2026 - 06:20 AM EDT Accepted by SEC EDGAR 10/13/2026 - 06:20 AM EDT Learn about SEC filing dates

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-42307

Rantizo

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

27 First Lok Yang Road, Singapore

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Closing of Acquisition of Rantizo Drone-Based Technology Assets

As previously reported on a Form 6-K submitted to the Securities and Exchange Commission (the “SEC”) on May 5, 2026, SKK Holdings Limited (“SKK” or the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Rantizo, Inc. (“Seller”), a Delaware corporation. Effective as of October 9, 2026 (the “Closing”), pursuant to the APA, the Company acquired (the “Asset Purchase”) substantially all of Seller’s drone-based technology assets used in agricultural spraying, seeding and monitoring for agriculture, forestry, emergency response and other commercial applications (the “Acquired Assets”).

Under the APA, the Company issued 51,966,591 Class A ordinary shares (the “Consideration Shares”), the number of which was determined by dividing $258.83 million by $4.9807, which was the volume weighted average price of the Class A ordinary shares on each of the three (3) trading days prior to the Closing (the “VWAP”). The Company agreed to register for resale the Consideration Shares pursuant to a registration rights agreement dated as of May 1, 2026, which agreement sets forth customary registration rights.

At Closing, the Company also granted certain individuals in management 2,409,300 Class A ordinary shares (the “Management Shares”) having an aggregate grant-date value of $12,000,000 based on the VWAP. Additionally, the Company issued 2,000,000 Class A ordinary shares (the “AGP Shares”) to A.G.P./Alliance Global Partners as part of the compensation for serving as the exclusive financial advisor.

Concurrently with entry into the APA, Seller also entered into a Securities Purchase Agreement as of May 1, 2026 (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, at Closing holders of all of the outstanding 1,085,264 Class B ordinary shares (the “SPA Shares”) of the Company transferred the SPA Shares to the Seller, which SPA Shares converted to 1,085,264 Class A ordinary shares of the Company immediately prior to transfer. The Consideration Shares, the SPA Shares, the Management Shares and the AGP Shares are all subject to a six-month lock-up following the Closing.

Concurrently with the Closing, the Company, Seller and the holders of the SPA Shares entered into a Waiver Agreement (the “Waiver”), pursuant to which the parties agreed to, among other things, (i) waive the requirement that the Company complete its $10 million capital raise (the “Capital Raise”) at or prior to Closing, and instead permit the Capital Raise proceeds to be delivered to the Company no later than five (5) business days following the Closing Date, or October 16, 2026 (the “Extension Date”), (ii) waive the requirement that Seller deliver the $10 million in proceeds of its private placement (the “PIPE”) at Closing, with such proceeds to instead be delivered to the Company no later than the Extension Date, provided the Capital Raise has been completed, and (iii) defer payment of the $8,000,000 purchase price for the SPA Shares, which Seller has agreed to pay following the Company’s receipt of the Capital Raise proceeds, rather than at Closing. The securities offered in the PIPE will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirement.

The foregoing description of the Waiver is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is furnished herewith as Exhibit 99.2 to this Current Report on Form 6-K.

Name Change

In connection with the closing of the Asset Purchase on October 9, 2026, the Company changed its name from SKK Holdings Limited to “Rantizo,” and effective as of October 13, 2026, the trading symbol changed from SKK to RNTZ.

Shareholder approval of the Asset Purchase and related transactions, including the name change, was obtained at an extraordinary general meeting of the Company that was held on June 22, 2026, as previously reported on a Form 6-K submitted to the SEC on June 24, 2026.

Appointment of Marianne McInerney as an Executive Director and President

Effective immediately after the Closing, Marianne McInerney was appointed to serve as the Executive Director and President of Rantizo, pursuant to the APA which stipulated that Seller has the right to nominate two directors to the Company’s board of directors, consisting of one executive director and one independent director.

Seller has agreed to waive its rights to appoint one independent director prior to Closing and will nominate such independent director at a later date.

Effective at Closing, Mr. Ng Chun Seong, the Company’s current Chief Operating Officer and an Executive Director, resigned as an Executive Director and remains as our Chief Operating Officer. As such, the make-up of our board of directors at Closing remains at a total of five members, with three independent directors and two non-independent executive directors.

Forward Looking Statements

This disclosure contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current expectations and views of future events, including the expected commencement of trading of the Company’s Class A ordinary shares under the ticker symbol “RNTZ,” the satisfaction of post-closing conditions, board nomination rights, the expected effects of the transactions on SKK Holdings’ business and strategic positioning, the anticipated growth of the markets in which the Acquired Assets operate and other statements that are not historical fact. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events. These forward-looking statements involve various risks and uncertainties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. We qualify all of our forward-looking statements by these cautionary statements.

Exhibit Index

99.1	Press Release regarding Acquisition of Drone Assets and Name Change to Rantizo
99.2	Waiver Agreement dated October 9, 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.

	Rantizo
Date: October 13, 2026	By:	/s/ Sze Koon Kiat
		Sze Koon Kiat
		Chief Executive Officer

Exhibit 99.1

SKK Holdings Completes $258.8 Million Acquisition of Drone Assets from Rantizo, Inc., Establishing a Publicly Traded Drone Platform for Commercial Applications, and Changes Name to Rantizo

Shares of the combined company are expected to begin trading on Nasdaq under the ticker symbol “RNTZ” on Tuesday, October 13, 2026

The transaction is valued at approximately $258.8 million, consisting primarily of newly issued Class A ordinary shares

HOUSTON, Texas, Oct. 12, 2026 (GLOBE NEWSWIRE) — SKK Holdings Limited (NASDAQ: SKK) (“SKK Holdings” or the “Company”) today announced the closing of its asset purchase agreement, dated May 1, 2026 (the “Asset Purchase Agreement”), with Rantizo, Inc. (“Rantizo”), a Delaware corporation headquartered in Houston, Texas, pursuant to which the Company acquired substantially all of Rantizo’s drone assets used for spraying, seeding, and monitoring across agriculture, forestry, emergency response, and commercial applications (the “Acquired Assets”). The Company acquired the Acquired Assets in exchange for newly issued Class A ordinary shares of the Company. In connection with the closing, the Company will change its name to “Rantizo,” and its Class A ordinary shares are expected to begin trading on the Nasdaq Capital Market under the new ticker symbol “RNTZ” on Tuesday, October 13, 2026.

Concurrently with the closing of the Asset Purchase Agreement, certain existing holders of the Company’s Class B ordinary shares entered into a Securities Purchase Agreement with Rantizo (the “Securities Purchase Agreement”) pursuant to which Rantizo will acquire 1,085,264 Class B ordinary shares held by those holders for aggregate cash consideration of $8 million to be paid upon the occurrence of certain post-closing conditions.

The Company also granted certain individuals of the Company Class A ordinary shares with an aggregate grant-date value of $12.0 million (the “Management Shares”), based on the average volume weighted average price (“VWAP”) of the Class A ordinary shares over the three trading days prior to closing. The boards of directors of Rantizo and the Company each unanimously approved the Asset Purchase Agreement, the Securities Purchase Agreement and related transactions.

Following the closing, the Company intends to operate a platform combining drone technology and commercial infrastructure across precision agriculture, forestry, emergency response and broader commercial end markets. The Company plans to pair the Acquired Assets with access to the U.S. public capital markets to accelerate commercialization, deepen customer relationships, and pursue follow-on opportunities as the unmanned aerial systems sector continues to consolidate around scaled operators.

Marianne McInerney, newly appointed President of the Company, added: “Closing this transaction marks a defining moment for Rantizo. By combining our drone technology with a Nasdaq-listed platform, we now have the access to the public capital markets and the opportunity to scale our operations across agriculture, forestry and emergency response. We are excited to begin our next chapter as a public company and look forward to building long-term value for our shareholders.”

Transaction Highlights

● Consideration: Rantizo received 51,966,591 newly issued Class A ordinary shares of the Company (the “Consideration Shares”), issued pursuant to a formula referencing the VWAP of the Company’s Class A ordinary shares over the three trading days prior to closing and the Company’s total fully diluted shares outstanding. Following the closing of the transactions, Rantizo owns approximately 87% of the issued and outstanding Class A ordinary shares of the Company.

● Concurrent Share Purchase: Rantizo acquired the 1,085,264 issued and outstanding Class B ordinary shares from the existing holders thereof for aggregate cash consideration of $8 million to be paid to the Class B shareholders upon the occurrence of certain post-closing conditions, giving Rantizo an increased equity position in the Company.

● Board Representation: Effective upon closing, Rantizo has the right to nominate two directors to the Company’s board of directors, consisting of one executive director and one independent director who meets applicable Nasdaq and SEC independence requirements.

● Registration Rights: The Company agreed to register the resale of the Consideration Shares under the Securities Act pursuant to a customary registration rights agreement entered into at closing.

● Lock-Up: Each director and officer of the Company entered into a six-month lock-up agreement with respect to their Company securities, and the Consideration Shares and Management Shares are subject to a six-month lock-up following the closing.

Advisors

A.G.P./Alliance Global Partners served as the exclusive financial advisor to the Company. TroyGould PC acted as legal counsel to the Company. Seward & Kissel LLP acted as legal counsel to Rantizo.

About Rantizo, Inc.

Rantizo, Inc. a Delaware corporation headquartered in Houston, Texas, is a drone technology company focused on delivering innovative aerial solutions across multiple industries. The Company develops and deploys advanced drone technologies for precision spraying, and other specialized applications serving the agriculture, forestry, emergency response, and commercial markets. Through its integrated technology and service offerings, Rantizo is committed to improving operational efficiency, expanding capabilities, and delivering cost-effective solutions to its customers

About SKK Holdings Limited

SKK Holdings Limited is a Cayman Islands-incorporated company. Through its operating subsidiaries, SKK Holdings has over ten years of experience providing civil engineering services specializing in subsurface utility works in Singapore, with expertise in power and telecommunication cable laying, water pipeline works, and sewer rehabilitation for Singapore’s public utility sector.

Additional Information and Where to Find It

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transactions, the Company will file relevant materials with the SEC. These documents may be obtained free of charge at the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected commencement of trading of the Company’s Class A ordinary shares under the ticker symbol “RNTZ,” the satisfaction of post-closing conditions, the board nomination rights, the expected effects of the transactions on SKK Holdings’ business and strategic positioning, the anticipated growth of the markets in which the Acquired Assets operate, and other statements that are not historical fact. These forward-looking statements are based on current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. Such factors include, but are not limited to: the Company’s ability to realize the anticipated benefits of the transactions; risks associated with SKK Holdings’ ability to integrate and operate the Acquired Assets; the Company’s continued ability to comply with Nasdaq’s listing requirements; market conditions affecting the Company’s ability to raise additional capital; the competitive dynamics of the drone-based technology and commercial drone services markets; and the other risks described in SKK Holdings’ filings with the SEC. SKK Holdings undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Contacts

For Rantizo Inc.

marketing@rantizo.com

281-730-1380

Exhibit 99.2

Execution Copy

WAIVER AGREEMENT

This Waiver of Securities Purchase Agreement (this “Waiver”), dated as of October 9, 2026, is by and between Rantizo, Inc., a Delaware corporation (“Rantizo”), SKK Holdings Ltd., an exempted company incorporated in the Cayman Islands (“SKK”) and the Shareholders (as defined below) (each, a “Party” and, together, the “Parties”). Capitalized terms used and not defined in this Waiver will have the meanings ascribed to such term in the APA (as defined below).

RECITALS

WHEREAS, Rantizo and SKK entered into that certain Asset Purchase Agreement, dated as of May 1, 2026 (the “APA”); and

WHEREAS, pursuant to Section 1.6(b) of the APA, Rantizo is obligated to consummate a private placement transaction of $10 million, pursuant to which Rantizo will issue to certain private placement investors an aggregate amount of $10 million of common shares of Rantizo, and Rantizo will deposit such $10 million in proceeds into an escrow account (the “PIPE Escrow Account”) until the Closing (the “PIPE Transaction”), and in consideration thereof SKK shall issue to Rantizo a number of Class A Shares calculated in the same manner as Section 1.6(a) of the APA with respect to the $10 million in proceeds of the PIPE Transaction (the “PIPE Shares”) and at Closing the proceeds of the PIPE Transaction shall be released to SKK in exchange for the PIPE Shares; and

WHEREAS, pursuant to Section 1.7(b)(vi) of the APA, at the Closing, Rantizo shall deliver (or shall cause to be delivered) to SKK the proceeds of the PIPE Transaction held in the PIPE Escrow Account; and

WHEREAS, pursuant to Section 6.15 of the APA, at or prior to Closing, (a) Rantizo is obligated to consummate the PIPE Transaction and (b) SKK is obligated to raise capital in an aggregate of not less than $10 million in cash, which may be funded through proceeds of the ATM Offering or other offering (the “Buyer Capital Raise”); and

WHEREAS, pursuant to Section 7.3(h) of the APA, SKK shall have consummated the Buyer Capital Raise at or prior to Closing; and

WHEREAS, pursuant to Section 1.7(c)(xi) of the APA, at the Closing, SKK shall deliver the Escrow Agreements, executed by SKK; and

WHEREAS, pursuant to Section 6.16 of the APA, at or prior to Closing, Rantizo and SKK are obligated to enter into escrow agreements with respect to the ATM Escrow Account and the PIPE Escrow Account (collectively, the “Escrow Agreements”), in forms to be agreed by the Rantizo and SKK; and

WHEREAS, pursuant to Section 7.1(f) of the APA, Rantizo and SKK shall cause the Escrow Agreements to be executed and delivered at or prior to Closing; and

WHEREAS, the Parties entered into that certain Securities Purchase Agreement, dated as of May 1, 2026 (the “SPA”); and

WHEREAS, pursuant to Section 1 of the SPA, the Shareholders (as defined in the SPA) agree to sell to Rantizo, and Rantizo desires to purchase from the Shareholders an aggregate of 1,085,264 Class B ordinary shares, par value $0.0025 per share, of SKK (the “Class B Shares”) owned by the Shareholders as set forth on Schedule A of the SPA for an aggregate purchase price of $8,000,000 (the “SPA Cash Consideration”); and

WHEREAS, pursuant to Section 3(b) of the SPA, at the Closing, the Shareholders shall deliver or cause to be delivered to Rantizo an instrument of transfer in the form attached to the SPA as Exhibit A (the “Instrument of Transfer”), and Rantizo shall deliver to the Shareholders the SPA Cash Consideration. SKK will deliver to Rantizo at the Closing, evidence from the transfer agent of the transfer to Rantizo of the Class B Shares on and as of the Closing Date; and

WHEREAS, SKK is unable to complete the Buyer Capital Raise at or prior to Closing as required by Section 6.15 of the APA; and

WHEREAS, Rantizo and SKK each wish to waive the obligations of the other under Section 6.15 of the APA to the extent set forth herein; and

WHEREAS, Rantizo and SKK have mutually agreed to waive Section 6.15 of the APA, including the requirement that SKK complete the Buyer Capital Raise at or prior to Closing, on the terms set forth herein; and

WHEREAS, Rantizo requests that SKK acknowledge that the PIPE Transaction was completed; and

WHEREAS, SKK waives Rantizo’s condition to release and deliver the proceeds of the PIPE Transaction to SKK at Closing pursuant to Section 1.6(b) and Section 1.7(b)(vi) of the APA; and

WHEREAS, the Parties wish to hereby waive certain provisions of the APA and SPA on the terms and conditions set forth in this Waiver;

WHEREAS, the Parties have agreed to waive certain conditions of the APA and SPA as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Parties hereby agree as follows:

1. Mutual Waiver of Section 6.15 and Waiver of Section 7.3(h) of the APA and Agreement. Rantizo and SKK hereby mutually waive their respective obligations under Section 6.15 of the APA to the extent necessary to permit the Closing to occur on the terms set forth herein, and Rantizo hereby waives the condition set forth in Section 7.3(h) of the APA that SKK consummate the Buyer Capital Raise at or prior to Closing. Rantizo and SKK agree that the proceeds of the Buyer Capital Raise may be delivered to the post-Closing company no later than five (5) business days following the Closing Date; provided that Rantizo will deliver the SPA Cash Consideration to the Shareholders under the SPA following the receipt by the post-Closing company of the Buyer Capital Raise and provided further that Rantizo will not be required to pay the SPA Cash Consideration at Closing.

2. Waiver of Section 1.6(b) and Section 1.7(b)(vi) of the APA. SKK hereby consents to waive the condition that Rantizo release and deliver the proceeds of the PIPE Transaction to SKK at Closing pursuant to Section 1.6(b) and Section 1.7(b)(vi) of the APA, and Rantizo agrees to release and deliver the proceeds of the PIPE Transaction to SKK no later than five (5) business days following the Closing Date, provided that the Buyer Capital Raise is complete as of such date.

3. Waiver of Section 6.16, Section 7.1(f) and Section 1.7(c)(xi) of the APA. Rantizo and SKK agree to waive their mutual obligations to enter into and cause to be delivered the Escrow Agreements.

4. Waiver of Section 3(b) of the SPA. The Parties agree to waive the following provisions of Section 3(b) of the SPA:

“, and the Purchaser shall deliver to the Shareholders the Cash Consideration”.

5. Governing Law; Jurisdiction. Except as expressly provided for herein, the execution, delivery and performance of this Waiver shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Party pursuant to the APA or the SPA. THE PROVISIONS OF SECTION 8.2 AND SECTION 8.3 OF THE APA (GOVERNING LAW; FORUM) AND SECTION 11(i) AND SECTION 11(j) OF THE SPA (GOVERNING LAW; FORUM) IS INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF, MUTATIS MUTANDIS.

6. Counterparts. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Waiver shall become effective when each Party shall have received a counterpart hereof signed by all of the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Waiver shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Waiver.

7. Assignment; Successors and Assigns. This Waiver may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party. Any attempted assignment of this Waiver not in accordance with the terms of this section shall be void. This Waiver shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

8. Entire Agreement. This Waiver (together with the APA and SPA) constitutes the entire agreement among the Parties with respect to the matters amended hereby and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to such matters. Except as waived hereby, the terms of the APA and SPA shall remain in full effect.

9. Severability. Wherever possible, each provision of this Waiver shall be interpreted in such a manner so as to be effective and valid under applicable law, but if any provision of this Waiver is held to be prohibited by, illegal, invalid or unenforceable under applicable law, such provision or provisions shall be ineffective only to the extent of such prohibition, illegality, invalidity or unenforceability, without invalidating the remainder of this Waiver.

10. Titles. Titles and headings herein are solely for the convenience of the parties and are without substantive legal meaning. This Waiver may only be amended or modified by a writing signed by the Parties. Neither this Waiver nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have caused this Waiver to be duly executed by their respective authorized signatories as of the date first above written.

	SKK HOLDINGS LIMITED
	By:	/s/ Sze Koon Kiat
	Name:	Sze Koon Kiat
	Title:	Chief Executive Officer

	SHAREHOLDERS:
	By:	/s/ Liao Xiaoyan
	Name:	Liao Xiaoyan

	By:	/s/ Ng Chun Seong
	Name:	Ng Chun Seong
	By:	/s/ Tang Teck Shen
	Name:	Tang Teck Shen

	RANTIZO, INC.
	By:	/s/ Marianne McInerney
	Name:	Marianne McInerney
	Title:	Authorized Signatory

[Signature Page –Waiver]

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 24.6 KB
• EX-99.2 EX-99.2 35.8 KB
• EX-99 GRAPHIC 9.4 KB
• EX-99 GRAPHIC 11.9 KB