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 August 2026
Commission
File Number 001-42307
SKK
Holdings Limited
(Exact name of registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s Name into English)
| 27
First Lok Yang Road, Singapore |
|
629735 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
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):
CONTENTS
Registered
Direct Offering
On
August 12, 2026 and August 13, 2026, SKK Holdings Limited (the “Company”) entered into certain Securities Purchase
Agreements (the “Securities Purchase Agreements”) with certain investors (collectively, the “Investors”)
named on the signature pages thereto, pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, in
a registered direct offering (the “Offering”), an aggregate of 770,000 Class A Ordinary Shares, par value US$0.0025 per share
(the “Class A Ordinary Shares”), at a purchase price of US$4.46 per share.
The
Class A Ordinary Shares were offered pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-295547),
originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2026, as subsequently amended, and
declared effective by the SEC on May 15, 2026, including the prospectus forming a part thereof, as supplemented by a prospectus supplement
dated August 12, 2026, relating to the Offering.
The
closing of the Offering occurred on August 17, 2026, in accordance with the terms and conditions set forth in the Securities Purchase
Agreements. Upon the closing, the Company issued and sold an aggregate of 770,000 Class A Ordinary Shares and received aggregate
gross proceeds of US$3,434,200 before deducting offering expenses, based on the U.S. dollar value of the USDT received in the Offering.
The Investors paid their respective purchase prices in Tether (“USDT”). The USDT received in the
Offering was valued in U.S. dollars using Coinbase and the price quoted as of August 11, 2026. The Company intends to hold such USDT
and may convert all or a portion thereof into U.S. dollars or other fiat currency for working capital and general corporate
purposes.
The
Securities Purchase Agreements contain customary representations and warranties, covenants, closing conditions and termination
rights.
The
foregoing description of the Securities Purchase Agreements does not purport to be complete and is qualified in its entirety by
reference to the form of Securities Purchase Agreement filed as Exhibit 10.1 to this report on Form 6-K and incorporated herein by reference.
After
the closing of the Offering and completion of the issuance of the Class A Ordinary Shares, the Company had a total of 2,875,332 Class
A Ordinary Shares issued and outstanding and a total of 1,085,264 Class B Ordinary Shares issued and outstanding.
Conyers
Dill & Pearman, Cayman Islands counsel to the Company, delivered an opinion regarding the validity of the Class A Ordinary
Shares issued and sold in the Offering, a copy of which is filed as Exhibit 5.1 to this report on Form 6-K.
Incorporation
By Reference
This
report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-295547) and Form S-8 (File
No. 333-297943) filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded
by documents or reports subsequently filed or furnished.
Exhibit
Index
Exhibit
Number |
|
Exhibit
Title |
| 5.1 |
|
Opinion of Conyers, Dill & Pearman |
| 10.1 |
|
Form of Securities Purchase Agreement by and between SKK Holdings Limited and the Investors |
| 23.1 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
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 thereunto duly authorized.
| |
SKK
Holdings Limited |
| |
|
|
| Date:
August 18, 2026 |
By |
/s/
Koon Kiat Sze |
| |
|
Koon
Kiat Sze |
| |
|
Chief
Executive Officer (Principal Executive Officer) |
