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SKK Holdings (NASDAQ: SKK) plans $258.8M Rantizo drone asset acquisition

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

SKK Holdings Limited has signed an Asset Purchase Agreement to acquire substantially all of Rantizo Inc.’s drone-based technology assets used in agriculture, forestry, emergency response, and other commercial applications. The Target Assets are valued at approximately $258.8 million, paid mainly in newly issued Class A ordinary shares plus $759,047 in cash. The Company will also grant management Class A shares with an aggregate grant-date value of $12 million at closing and issue additional Class A shares to Rantizo in exchange for $10 million of private placement proceeds held in escrow. Separately, Rantizo will purchase existing Class B ordinary shares from certain SKK shareholders for $8 million, giving it an immediate equity position and board nomination rights for two directors. The deals are subject to SKK shareholder approval, Nasdaq rules, regulatory clearances, and other customary conditions, and are intended to position SKK as a publicly traded operator of drone-based platforms alongside its existing civil engineering business.

Positive

  • Transformational entry into commercial drone sector: Acquiring Rantizo’s drone-based technology assets valued at approximately $258.8 million positions SKK to expand beyond civil engineering into precision agriculture, forestry, emergency response, and broader commercial applications.
  • Strategic alignment with public capital markets: Management highlights pairing the acquired drone platform with Nasdaq-listed capital access to accelerate commercialization, deepen customer relationships, and pursue consolidation opportunities in unmanned aerial systems.

Negative

  • Significant equity issuance and potential dilution: The consideration includes about $258.8 million of new Class A shares, additional shares for $10 million in escrowed financing, and $12 million in management share grants, which together may materially dilute existing shareholders if approved and closed.

Insights

SKK pursues a large stock-funded drone asset acquisition that could reshape its business mix.

SKK Holdings plans to acquire Rantizo’s drone technology assets at an approximate $258.8 million valuation, largely via newly issued Class A shares plus a small $759,047 cash component. An additional $10 million in Rantizo equity financing will convert into more SKK shares at closing.

The structure concentrates consideration in equity, implying meaningful dilution for existing holders, especially alongside $12 million in management share grants and Rantizo’s $8 million purchase of Class B shares from current shareholders. Rantizo will also gain two board seats, increasing its influence over the combined platform.

If completed, SKK’s profile shifts from a Singapore civil engineering specialist toward a drone-based technology and services platform with access to U.S. public capital markets. Actual impact will depend on closing the transactions, integrating the assets, and executing in competitive commercial drone and precision agriculture markets under Nasdaq and regulatory constraints.

Target Assets valuation $258.8 million Valuation of Rantizo’s drone-based technology assets
Cash component of purchase price $759,047 Cash paid by SKK to Rantizo at closing
Private placement proceeds $10,000,000 Rantizo equity financing placed in escrow before closing
Management share grants $12,000,000 Aggregate grant-date value of Class A shares to management at closing
Class B share purchase $8,000,000 Cash Rantizo will pay to acquire existing SKK Class B shares
Asset Purchase Agreement financial
"the Company entered into an Asset Purchase Agreement with Rantizo, Inc."
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Registration Rights Agreement regulatory
"The Company has agreed to register for resale the Consideration Shares pursuant to a registration rights agreement."
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Nasdaq Rules regulatory
"The Closing is subject to shareholder approval, compliance with Nasdaq Rules, the effectiveness of applicable regulatory clearance"
Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.
extraordinary general meeting financial
"SKK Holdings intends to convene an extraordinary general meeting of shareholders (the “EGM”)"
at-the-market offering financial
"the intended filing of a shelf registration statement on Form F-3 and the commencement of an at-the-market offering"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
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 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 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):

 

 

 

 
 

 

Entry into a Material Agreement

 

On May 1, 2026, the Company entered into an Asset Purchase Agreement with Rantizo, Inc. (“Rantizo”), a Delaware corporation, under which the Company will acquire (the “Asset Purchase”) substantially all of Rantizo’s drone-based technology assets used in agricultural spraying, seeding and monitoring for agriculture, forestry, emergency response and other commercial applications (the “Target Assets”). The Company will pay to Rantizo a purchase price consisting of $759,047 in cash and approximately $258.8 million of newly issued Class A ordinary shares (the “Consideration Shares”), the number of which will be based on the volume weighted average price of the Class A ordinary shares (“VWAP”) on each of the three trading days prior to the closing of the Asset Purchase (“Closing”). The Target Assets are being acquired at approximately $258.8 million valuation. The Company received an independent third-party valuation of the Target Assets from Newbridge Securities Corporation, and such third-party valuation was part of the Company’s internal process in valuing the Target Assets. The Company has agreed to register for resale the Consideration Shares pursuant to a registration rights agreement.

 

At Closing, Rantizo will have the right to nominate two directors to the Company’s board of directors, consisting of one executive director and one independent director. The Company has also agreed to grant at Closing to certain individuals in management a total number of Class A shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each of the three trading days prior to Closing. Additionally, at or prior to Closing, Rantizo has agreed to consummate a $10,000,000 private placement of its common shares and to deposit such proceeds in escrow until Closing. At Closing, in consideration of payment to it of the $10,000,000 from escrow, the Company has agreed to issue to Rantizo an additional number of its Class A ordinary shares based on the VWAP on each of the three trading days prior to Closing.

 

The Closing is subject to shareholder approval, compliance with Nasdaq Rules, the effectiveness of applicable regulatory clearance and other customary conditions. The boards of directors of Rantizo and the Company each unanimously approved the Asset Purchase and related transactions. A press release announcing the transaction on May 4, 2026 is attached hereto as Exhibit 99.1.

 

Concurrently with entry into the Asset Purchase Agreement, Rantizo has also entered into a Securities Purchase Agreement as of May 1, 2026 (the “Securities Purchase Agreement”), under which Rantizo has agreed to purchase from certain shareholders of the Company their existing Class B ordinary shares of the Company for a total purchase price of $8,000,000. In connection with the Securities Purchase Agreement, the Company has agreed to register the resale of the Consideration Shares under the Securities Act pursuant to a Registration Rights Agreement dated as of May 1, 2026, which agreement sets forth customary registration rights.

 

Upon closing, SKK Holdings intends to operate a platform combining drone technology and commercial infrastructure across precision agriculture, forestry emergency response, and broader commercial end markets. In so doing, it intends to pair the Target 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.

 

The foregoing descriptions of the Asset Purchase Agreement, Securities Purchase Agreement and Registration Rights Agreement do not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of such agreements, forms of which are filed as exhibits herewith.

 

 
 

 

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 our ability to obtain shareholder approval and satisfy other conditions to closing and obtaining necessary regulatory approvals to proceed with the proposed Asset Purchase and related transactions. 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

 

Exhibit Number   Exhibit Title
10.1   Asset Purchase Agreement dated May 1, 2026 between SKK Holdings Limited as the Buyer and Rantizo Inc. as the Seller
10.2   Securities Purchase Agreement dated May 1, 2026 between Rantizo Inc. and certain shareholders of SKK Holdings Limited
10.3   Form of Registration Rights Agreement dated May 1, 2026 between SKK Holdings Limited and certain Shareholders (Exhibit E to the Asset Purchase Agreement in Exhibit 10.1 hereto)
99.1   Press Release

 

 
 

 

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: May 4, 2026 By /s/ Koon Kiat Sze
    Koon Kiat Sze
    Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 99.1

 

 

SKK Holdings Signs Definitive Asset Purchase Agreement with Rantizo, Inc. to Acquire Drone Assets in Approximately $258.8 Million Asset Acquisition, Establishing Publicly-Traded Operator of Drone-Based Platforms for Commercial Applications

 

SINGAPORE, May 4, 2026 — SKK Holdings Limited (NASDAQ: SKK) (“SKK Holdings” or the “Company”), today announced that it has entered into a definitive asset purchase agreement (the “Asset Purchase Agreement”) with Rantizo, Inc. (“Rantizo”), a Delaware corporation headquartered in Houston, Texas, under which SKK Holdings will acquire substantially all of Rantizo’s drone- assets used in agricultural spraying, seeding, and monitoring for agriculture, forestry emergency response, and commercial applications (the “Acquired Assets”). The Acquired Assets will be acquired in exchange for newly issued Class A ordinary shares of SKK Holdings.

 

Concurrently with the signing of the Asset Purchase Agreement, certain existing SKK Holdings shareholders have entered into a Securities Purchase Agreement with Rantizo (the “Securities Purchase Agreement”) pursuant to which Rantizo will acquire Class B ordinary shares held by those shareholders (such shares, along with the shares issued in the Asset Purchase Agreement, the “Consideration Shares”) for aggregate cash consideration of $8 million, giving Rantizo an immediate equity position in the Company. The Company has also agreed to grant certain individuals in management a total number of Class A shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each of the three trading days prior to closing. The Asset Purchase Agreement and the Securities Purchase Agreement are expected to close concurrently, subject to SKK Holdings shareholder approval, Nasdaq approval, the effectiveness of applicable regulatory clearances, and other customary closing conditions. The boards of directors of Rantizo and the Company each unanimously approved the Asset Purchase Agreement, the Securities Purchase Agreement and related transactions.

 

Upon closing, SKK Holdings will operate a platform combining drone technology and commercial infrastructure across precision agriculture, forestry emergency response, and broader commercial end markets. The Company intends 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.

 

Sze Koon Kiat, Chief Executive Officer of SKK Holdings, stated: “The Rantizo asset base gives SKK Holdings a differentiated platform in one of the fastest-growing segments of the unmanned systems economy, with applications across agriculture and emergency response — each a market where the economics and regulatory environment increasingly favor scaled operators with integrated technology, data, and customer infrastructure. Combining a Nasdaq-listed capital structure with Rantizo’s technology and commercial relationships is designed to accelerate what would otherwise take years to build organically. This transaction materially expands the scope of what SKK Holdings can pursue on behalf of its shareholders.”

 

Marianne McInerney, incoming President of SKK Holdings in connection with the transactions, added: “Transferring Rantizo’s drone-based technology and commercial infrastructure into a Nasdaq-listed vehicle gives the business the capital access and governance profile this industry now demands. We view the next 24 months as a decisive window for commercial drone operators with the right assets, balance sheet, and governance to capture market share.”

 

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Transaction Highlights

 

●Consideration: Rantizo will receive newly issued Class A ordinary shares of SKK Holdings in a formula-based issuance referencing the volume weighted average price of SKK Holdings Class A ordinary shares over the three (3) trading days prior to the date of closing and the total fully-diluted shares outstanding. The Acquired Assets are being acquired at a $258.8 million valuation, The Company received an independent third-party valuation of Rantizo from Newbridge Securities Corporation, and such third-party valuation was part of the Company’s internal process to get to the valuation of the Acquired Assets. Following the closing of the transactions, Rantizo will own the substantial majority of the issued and outstanding Class A ordinary shares of SKK Holdings.

 

●Concurrent Share Purchase: Rantizo will acquire Class B ordinary shares from certain existing SKK Holdings shareholders for an aggregate cash consideration of $8 million, giving Rantizo an immediate equity position concurrently with the closing of the Asset Purchase Agreement.

 

●Board Representation: At closing, Rantizo will have the right to nominate two (2) directors to SKK Holdings’ board of directors, consisting of one (1) executive director and one (1) independent director, meeting all Nasdaq and SEC independence requirements.

 

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

 

●Lock-Up: Each director and officer of SKK Holdings at closing will enter into a six-month lock-up agreement with respect to their SKK Holdings securities.

 

●PIPE Transaction: At or prior to the closing, certain investors of Rantizo are expected to invest an aggregate of $10 million into Rantizo, the proceeds of which shall be deposited into an escrow account. Release of the proceeds of such capital raise to SKK Holdings is conditioned on the closing of the transactions. At closing, in consideration of payment to it of the $10 million from escrow, SKK has agreed to issue to Rantizo an additional number of its Class A ordinary shares based on the VWAP of the SKK Class A ordinary shares on each of the three trading days prior to closing.

 

Advisors

 

A.G.P./Alliance Global Partners is serving as the exclusive financial advisor to SKK Holdings. TroyGould PC is acting as legal counsel to SKK Holdings. Seward & Kissel LLP is acting as legal counsel to Rantizo.

 

Shareholder Meeting and Proxy Materials

 

SKK Holdings intends to convene an extraordinary general meeting of shareholders (the “EGM”) to seek approval of the Asset Purchase Agreement, the issuance of the Consideration Shares, and an amendment to the Company’s memorandum and articles of association providing for the board nomination rights contemplated above. A Form 6-K containing the notice of meeting, proxy statement, and related materials will be filed with the U.S. Securities and Exchange Commission (the “SEC”) and made available to shareholders. Shareholders are urged to read the proxy statement and other materials carefully when they become available because they will contain important information about the Company, the transactions, and related matters.

 

About SKK Holdings Limited

 

SKK Holdings Limited is a Cayman Islands-incorporated company publicly traded on the Nasdaq Capital Market under the ticker symbol “SKK.” 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. Upon the closing of the transactions described in this release, SKK Holdings will also operate the acquired drone-based technology platform for agriculture, forestry, emergency response, and commercial applications.

 

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About Rantizo, Inc.

 

Rantizo, Inc. is a Delaware corporation headquartered in Houston, Texas Rantizo is developing drone-based technology used in agricultural spraying, seeding, and monitoring, with applications across agriculture, forestry emergency response, and commercial end markets.

 

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 proposed transactions, SKK Holdings will file relevant materials with the SEC, including a proxy statement on Form 6-K. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SKK Holdings, THE PROPOSED TRANSACTIONS, AND RELATED MATTERS. 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 anticipated closing of the Asset Purchase and the Securities Purchase, the expected timing and mechanics of the consideration share issuance, the intended filing of a shelf registration statement on Form F-3 and the commencement of an at-the-market offering, the contemplated 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 ability of the parties to satisfy the closing conditions, including shareholder approval, Nasdaq approval, and applicable regulatory clearances; the possibility that the transactions may not close on the anticipated timeline or at all; 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 contemplated shelf registration and at-the-market offering; 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 SKK Holdings Limited

Investor Relations

Matthew Abenante, IRC

Strategic Investor Relations LLC

matthew@strategic-ir.com

(347) 947-2093

 

For Rantizo Inc.

Phoenix Management

www.PhoenixMGMTconsulting.com

(201) 613-2448

 

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Source: View Original Filing on SEC EDGAR

FAQ

What transaction did SKK (SKK) announce with Rantizo Inc.?

SKK Holdings signed an Asset Purchase Agreement to acquire substantially all of Rantizo’s drone-based technology assets. The deal aims to create a publicly traded operator of drone-based platforms focused on precision agriculture, forestry emergency response, and broader commercial applications alongside SKK’s existing civil engineering operations.

How much is SKK (SKK) paying for Rantizo’s drone assets and in what form?

SKK will acquire the Target Assets at an approximate $258.8 million valuation, primarily through newly issued Class A ordinary shares, plus $759,047 in cash. Additional Class A shares will be issued at closing in exchange for $10 million of Rantizo equity financing proceeds held in escrow.

Will the SKK (SKK) transaction affect existing shareholders through dilution?

The consideration relies heavily on newly issued Class A shares, including stock valued at about $258.8 million, extra shares tied to $10 million of escrowed financing, and $12 million in management share grants. This structure suggests a meaningful increase in SKK’s share count once completed.

What governance changes are planned at SKK (SKK) if the deal closes?

At closing, Rantizo will gain the right to nominate two SKK directors, one executive and one independent. SKK also plans an extraordinary general meeting to approve the Asset Purchase Agreement, issuance of Consideration Shares, and amendments enabling these board nomination rights.

What separate share purchase is Rantizo making in SKK (SKK)?

Rantizo agreed under a Securities Purchase Agreement to buy existing SKK Class B ordinary shares from certain shareholders for a total purchase price of $8 million. This transaction provides Rantizo with an immediate equity position in SKK alongside the shares to be issued for the asset acquisition.

What conditions must SKK (SKK) satisfy before the Rantizo deals close?

Closing of the Asset Purchase Agreement and Securities Purchase Agreement requires SKK shareholder approval, compliance with Nasdaq rules, the effectiveness of applicable regulatory clearances, and other customary closing conditions. Both companies’ boards have already unanimously approved the transactions.

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