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 September 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 |
| (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):
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. (“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”). Shareholder
approval of the Asset Purchase and related transactions, including changing the name of the Company to “Rantizo” effective
after the closing of the Asset Purchase (the “Closing”) 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.
Under
the APA, 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 (“VWAP”) of the Class A ordinary shares on each of the three (3) trading days prior to the Closing. The Company
is acquiring the Target Assets at an 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.
The
Company also agreed to grant at Closing to certain individuals in management a total number of Class A ordinary shares having an aggregate
grant-date value of $12,000,000 based on the VWAP on each of the three (3) trading days prior to Closing. Additionally, at or prior to
Closing, Rantizo 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 (3) trading days prior to Closing. Assuming a
3-day VWAP of $4.39 as of September 14, 2026, a total of 61,236,902 Class A ordinary shares would be issued to Rantizo shareholders
at Closing.
Concurrently
with entry into the APA, Rantizo also entered into a Securities Purchase Agreement as of May 1, 2026 (the “Securities Purchase
Agreement”), under which Rantizo 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 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.
Appointment
of Marianne McInerney as an Executive Director and President
The
APA stipulates that 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. Rantizo has nominated Marianne McInerney to serve as the executive director, effective
immediately after the Closing. Ms. McInerney will also be appointed to serve as President of the Company, effective immediately after
the Closing. In her role as President, Ms. McInerney will be responsible for the strategic growth, operational execution, and commercial
expansion of the autonomous aviation businesses leading all drone-related business operations, developing new markets, driving acquisitions
and partnerships, and ensuring execution of the Company’s long-term growth strategy. Marianne McInerney is a results-driven executive
with a strong track record in scaling operations, driving revenue growth, and building brand value across both government and private
sectors. With nearly 30 years in the automotive and transportation industries, she has advised OEMs and mobility startups on go-to-market
execution and distribution strategy. She has led organizations through capital raises, market expansion, and strategic positioning for
long-term growth. As former Assistant Secretary and Director of Public Affairs at the U.S. Department of Transportation, she oversaw
public policy strategy, a $70 million budget, and 600 personnel across major regulatory agencies—including NHTSA and FAA—during
pivotal mobility policy initiatives, including the Drone Pilot Program.
Rantizo
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, will resign as an Executive
Director and remain as our Chief Operating Officer. The make-up of our board of directors at Closing will remain at a total of five members,
with three independent directors and two non-independent executive directors.
Unaudited
Pro Forma Condensed Consolidated Financial Information
Attached
as Exhibit 99.1 is unaudited pro forma condensed consolidated financial information of the Company. The unaudited pro forma condensed
consolidated balance sheet as of December 31, 2025 gives effect to SKK’s acquisition of the Target Assets as if the acquisition
occurred on December 31, 2025, and was derived from SKK’s audited December 31, 2025 condensed consolidated balance sheet as set
forth in its Annual Report on Form 20-F for the financial year ended December 31, 2025, as filed with the SEC on April 10, 2026. The
unaudited pro forma condensed consolidated statements of operations data for the financial year ended December 31, 2025, give effect
to the acquisition as if it had occurred on January 1, 2025. Assumptions underlying the pro forma adjustments are described in the notes
included in Exhibit 99.1, which notes should be read in conjunction with the unaudited pro forma condensed consolidated financial information.
SKK’s
management prepared the unaudited pro forma condensed consolidated financial information for illustrative purposes only. The pro forma
financial statements are not intended to represent or be indicative of the SKK’s financial position or results of operations in
future periods or the results that actually would have been realized had SKK been consolidated during the specified periods. Additionally,
the unaudited pro forma results do not give effect to any potential cost savings or other synergies that could result from the consolidation
of SKK. The pro forma adjustments set forth in Note 5 in Exhibit 99.1 are based on the calculation of a 3-day VWAP as of September 14,
2026 that reflect preliminary estimates of fair value.
In
addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position
or operating results of the Company. The historical consolidated financial information has been adjusted in the accompanying pro forma
financial statements to give effect to unaudited pro forma events that are directly attributable to the acquisition, factually supportable
and, with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on
the results of operations of the Company.
SKK’s
management prepared the unaudited pro forma condensed consolidated financial information using the acquisition method of accounting under
United States Generally Accepted Account Principles in accordance with Topic 805. The application of acquisition accounting by SKK is
dependent upon (i) the working capital positions at the closing of the acquisition, (ii) other factors such as the share price of SKK,
and (iii) certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive
measurement. SKK will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later
than one year following the closing date of the acquisition. The assets and liabilities of SKK and other pro forma adjustments have been
measured based on various preliminary estimates using assumptions that the Company believes are reasonable, based on currently available
information. Accordingly, the pro forma adjustments are preliminary. Differences between these preliminary estimates and the final acquisition
accounting could be significant, and these differences could have a material impact on the accompanying unaudited pro forma condensed
consolidated financial information and future results of operation and financial position.
SKK
has compiled the unaudited pro forma condensed consolidated financial information in a manner consistent with the accounting policies
that it has adopted. Additionally, certain financial information of SKK as presented in its historical consolidated financial statements
has been reclassified to conform to the historical presentation in SKK’s financial statements for purposes of preparation of the
unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information,
including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, SKK’s audited
financial statements as set forth in its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, as filed with the SEC
on April 10, 2026.
Upon
the Closing of the APA, based on the number of ordinary shares outstanding as of December 31, 2025, the current shareholders of the Seller
will collectively own approximately 91.7% of the Company’s then outstanding ordinary shares. These percentages are based on the
Company’s currently outstanding shares of ordinary shares and voting shares. Therefore, as a result of the acquisition, the current
shareholders of the Seller will become the majority shareholders of the Company and will receive rights to appoint certain persons to
the board of directors of the Company.
The
unaudited pro forma condensed consolidated financial information set forth below primarily gives effect to the following:
| |
(a) |
the
conversion of the number of Class A ordinary shares, which will be based on the VWAP of the Class A ordinary shares on each
of the three (3) trading days prior to the closing of the Asset Purchase at an approximately $258.8 million valuation; |
| |
(b) |
the
conversion of the number of Class A ordinary shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each
of the three (3) trading days prior to Closing; and |
| |
(c) |
the
issuance of an additional number of the Company’s Class A ordinary shares based on the VWAP on each of the three (3) trading
days prior to Closing to Rantizo for a payment of $10,000,000 raised in a private placement of Rantizo common shares at or prior
to Closing. |
Exhibit
Index
| 99.1 |
Unaudited Pro Forma Condensed Consolidated Financial Information |
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:
September 25, 2026 |
By: |
/s/
Koon Kiat Sze
|
| |
|
Koon
Kiat Sze |
| |
|
Chief
Executive Officer |
Exhibit
99.1
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
| | |
As
of December 31, 2025 | | |
Pro
Forma Note Ref | |
Pro
Forma Adjustments | | |
Pro
Forma Balances | |
| | |
$’000 | | |
| |
$’000 | | |
$’000 | |
| | |
| | |
| |
| | |
| |
| ASSETS | |
| | | |
| |
| | | |
| | |
| | |
| | | |
| |
| | | |
| | |
| Current
assets: | |
| | | |
| |
| | | |
| | |
| Cash
and cash equivalents | |
| 732 | | |
(3),
(6) & (8) | |
| 13,630 | | |
| 14,362 | |
| Restricted
cash | |
| 81 | | |
| |
| - | | |
| 81 | |
| Account
receivable, net | |
| 2,458 | | |
| |
| - | | |
| 2,458 | |
| Inventories | |
| 45 | | |
| |
| - | | |
| 45 | |
| Contract
assets | |
| 6,697 | | |
| |
| - | | |
| 6,697 | |
| Deposits,
prepayments and other receivables | |
| 1,243 | | |
| |
| - | | |
| 1,243 | |
| Total
current assets | |
| 11,256 | | |
| |
| 13,630 | | |
| 24,886 | |
| | |
| | | |
| |
| | | |
| | |
| Non-current
assets: | |
| | | |
| |
| | | |
| | |
| Property
and equipment, net | |
| 19,845 | | |
(4)
& (9) | |
| 304 | | |
| 20,149 | |
| Right-of-use,
net | |
| 542 | | |
| |
| - | | |
| 542 | |
| Intangible
assets | |
| - | | |
(4) | |
| 6,538 | | |
| 6,538 | |
| Goodwill | |
| - | | |
(4) | |
| 252,671 | | |
| 252,671 | |
| Total
non-current assets: | |
| 20,387 | | |
| |
| 259,513 | | |
| 279,900 | |
| | |
| | | |
| |
| | | |
| | |
| Total
assets | |
| 31,643 | | |
| |
| 273,143 | | |
| 304,786 | |
| | |
| | | |
| |
| | | |
| | |
| LIABILITIES
AND SHAREHOLDERS’ EQUITY | |
| | | |
| |
| | | |
| | |
| | |
| | | |
| |
| | | |
| | |
| Current
liabilities: | |
| | | |
| |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
| 4,922 | | |
(1)
& (5) | |
| 8,459 | | |
| 13,381 | |
| Amounts
due to related parties | |
| 6,995 | | |
| |
| - | | |
| 6,995 | |
| Bank borrowings | |
| 1,955 | | |
| |
| - | | |
| 1,955 | |
| Contract
liabilities | |
| 442 | | |
| |
| - | | |
| 442 | |
| Finance
lease liabilities | |
| 647 | | |
| |
| - | | |
| 647 | |
| Operating
lease liabilities | |
| 88 | | |
| |
| - | | |
| 88 | |
| Income
tax payable | |
| 140 | | |
| |
| - | | |
| 140 | |
| Total
current liabilities | |
| 15,189 | | |
| |
| 8,459 | | |
| 23,648 | |
| | |
| | | |
| |
| | | |
| | |
| Non-current
liabilities: | |
| | | |
| |
| | | |
| | |
| Bank borrowings | |
| 6,972 | | |
| |
| - | | |
| 6,972 | |
| Finance
lease liabilities | |
| 1,750 | | |
| |
| - | | |
| 1,750 | |
| Operating
lease liabilities | |
| 492 | | |
| |
| - | | |
| 492 | |
| Total
non-current liabilities | |
| 9,214 | | |
| |
| - | | |
| 9,214 | |
| | |
| | | |
| |
| | | |
| | |
| Total
liabilities | |
| 24,403 | | |
| |
| 8,459 | | |
| 32,862 | |
| | |
| | | |
| |
| | | |
| | |
| Shareholder’s
equity: | |
| | | |
| |
| | | |
| | |
| Ordinary
share, par value US$0.0025, 195,000,000 shares authorized, outstanding, 2,448,679# ordinary shares issued and adjusted,
67,930,983*# ordinary shares | |
| 5 | | |
(1),
(2), (3), (6), (7) & (8) | |
| 164 | | |
| 169 | |
| Additional
paid in capital | |
| 9,365 | | |
(1),
(2), (3), (6), (7) & (8) | |
| 287,379 | | |
| 296,744 | |
| Accumulated
other comprehensive income | |
| 202 | | |
| |
| - | | |
| 202 | |
| Accumulated
losses | |
| (2,332 | ) | |
(2),
(5), (6), (7) & (9) | |
| (22,859 | ) | |
| (25,191 | ) |
| Total
shareholders’ equity | |
| 7,240 | | |
| |
| 264,684 | | |
| 271,924 | |
| | |
| | | |
| |
| | | |
| | |
| Total
liabilities and equity | |
| 31,643 | | |
| |
| 273,143 | | |
| 304,786 | |
*
Assumes a 3-day VWAP of $4.39 as of September 14, 2026
#
Share consolidation on April 6, 2026
See
accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| | |
Financial
Years Ended December 31, 2025 | | |
Pro
Forma Note Ref | |
Pro
Forma Adjustments | | |
Pro
Forma Balances | |
| | |
$’000 | | |
| |
$’000 | | |
$’000 | |
| | |
| | |
| |
| | |
| |
| Revenue | |
| 12,949 | | |
| |
| - | | |
| 12,949 | |
| Cost
of revenue | |
| (9,695 | ) | |
| |
| - | | |
| (9,695 | ) |
| Gross
profit | |
| 3,254 | | |
| |
| - | | |
| 3,254 | |
| | |
| | | |
| |
| | | |
| | |
| Operating
expenses | |
| | | |
| |
| | | |
| | |
| Sales
and distribution expenses | |
| (236 | ) | |
| |
| - | | |
| (236 | ) |
| General
and administrative expenses | |
| (3,153 | ) | |
(5),
(6) & (9) | |
| (7,709 | ) | |
| (10,862 | ) |
| Stock-based
compensation | |
| (2,399 | ) | |
(2)
& (7) | |
| (15,150 | ) | |
| (17,549 | ) |
| Total
operating expenses | |
| (5,788 | ) | |
| |
| (22,859 | ) | |
| (28,647 | ) |
| | |
| | | |
| |
| | | |
| | |
| Loss
from operations | |
| (2,534 | ) | |
| |
| (22,859 | ) | |
| (25,393 | ) |
| | |
| | | |
| |
| | | |
| | |
| Other
income (expense) | |
| | | |
| |
| | | |
| | |
| Interest
income | |
| 10 | | |
| |
| - | | |
| 10 | |
| Interest
expense | |
| (481 | ) | |
| |
| - | | |
| (481 | ) |
| Gain from
disposal of property and equipment | |
| 119 | | |
| |
| - | | |
| 119 | |
| Write
off of property and equipment | |
| (190 | ) | |
| |
| - | | |
| (190 | ) |
| Government
grant | |
| 50 | | |
| |
| - | | |
| 50 | |
| Loss in
foreign exchange, net | |
| (116 | ) | |
| |
| - | | |
| (116 | ) |
| Other
income | |
| 326 | | |
| |
| - | | |
| 326 | |
| Total
other expense | |
| (282 | ) | |
| |
| - | | |
| (282 | ) |
| | |
| | | |
| |
| | | |
| | |
| Net
loss before taxes | |
| (2,816 | ) | |
| |
| (22,859 | ) | |
| (25,675 | ) |
| | |
| | | |
| |
| | | |
| | |
| Income
taxes expense | |
| (104 | ) | |
| |
| - | | |
| (104 | ) |
| Net
loss | |
| (2,920 | ) | |
| |
| (22,859 | ) | |
| (25,779 | ) |
| | |
| | | |
| |
| | | |
| | |
| Weighted
average number of ordinary shares outstanding – basic and diluted (‘000) | |
| 2,449 | | |
(1),
(2), (3), (6), (7) & (8) | |
| 65,482 | | |
| 67,931 | |
| | |
| | | |
| |
| | | |
| | |
| Net
loss per ordinary share – basic and diluted ($) | |
| (1.192 | ) | |
| |
| (0.349 | ) | |
| (0.379 | ) |
See
accompanying notes to unaudited pro forma condensed consolidated financial statements.
NOTES
TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
1.
Description of the Asset Purchase
On
May 5, 2026, SKK Holdings Limited (the “Company” or “SKK”) entered into an Asset Purchase Agreement (the “APA”)
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”). Shareholder approval of the Asset Purchase
and related transactions, including changing the name of the Company to “Rantizo” effective after the closing of the Asset
Purchase (the “Closing”), which approval was obtained at an extraordinary general meeting of the Company that was held on
June 22, 2026, as was previously reported on a Form 6-K submitted to the SEC on June 24, 2026. Under the APA, 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 (“VWAP”) of the
Class A ordinary shares on each of the three (3) trading days prior to the Closing. The Target Assets are being acquired at an 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.
The
Company also agreed to grant at Closing to certain individuals in management a total number of Class A ordinary shares having an aggregate
grant-date value of $12,000,000 based on the VWAP on each of the three (3) trading days prior to Closing. Additionally, at or prior to
Closing, Rantizo 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 agreed to issue to Rantizo an additional
number of its Class A ordinary shares based on the VWAP on each of the three (3) trading days prior to Closing.
While
SKK will be the legal acquirer, the acquisition will be accounted using the acquisition method of accounting in accordance with Accounting
Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). The following unaudited
pro forma condensed consolidated financial information gives effect to the Asset Purchase and related transactions.
2.
Basis of Presentation and Principles of Consolidation
The
accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the
“SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries.
All inter-company balances and transactions are eliminated upon consolidation. The historical financial information has been adjusted
in the accompanying unaudited pro forma condensed consolidated financial information to give effect to unaudited pro forma events that
are:
| |
● |
directly
attributable to the acquisition; |
| |
● |
factually
supportable; and |
| |
● |
with
respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results
of operations of the company. |
The
unaudited pro forma condensed consolidated financial information was prepared using the acquisition method of accounting in accordance
with ASC 805, which requires, among other things, that assets acquired, and liabilities assumed in a business combination be recognized
at their fair values as of the acquisition date. The acquisition method of accounting uses the fair value concepts defined in ASC Topic
820, “Fair Value Measurement” (“ASC 820”). Fair value is defined in ASC 820 as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market
participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for
an asset assumes the highest and best use by these market participants.
Fair
value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions
resulting in a range of alternative estimates using the same facts and circumstances.
The
allocation of the aggregate acquisition consideration used in the preliminary unaudited pro forma condensed consolidated financial information
is based on preliminary estimates. The estimates and assumptions are subject to change as of the effective time of the acquisition. The
final determination of the allocation of the aggregate acquisition consideration will be based on the actual tangible and intangible
assets and the liabilities of SKK at the effective time of the acquisition.
For
pro forma purposes, the valuation of consideration transferred is based on, among other things, the number of SKK ordinary shares outstanding
and price per share as of January 1, 2025, i.e., the price per share as of the effective date of the acquisition. The consideration transferred
is based on the number of SKK ordinary shares outstanding on December 31, 2025, which could materially change from the assumptions included
in this pro forma financial information.
The
unaudited pro forma condensed consolidated balance sheet data gives effect to the Asset Purchase and related transactions as if they
had occurred on January 1, 2025, which is expected to be consummated and effective in the third quarter of 2026.
Pursuant
to the acquisition, SKK will be the legal acquirer, and the acquisition will be accounted for using the acquisition method of accounting
in accordance with ASC 805.
The
unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not necessarily
indicative of what the financial position or results of operations would have been had the acquisition been completed as of the dates
indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial
position or operating results of the company. The historical consolidated financial information has been adjusted in the accompanying
unaudited pro forma condensed consolidated financial information to give effect to unaudited pro forma events that are directly attributable
to the acquisition, factually supportable and, with respect to the unaudited pro forma condensed consolidated statement of operations,
expected to have a continuing impact on the results of operations of the company.
The
unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting under existing
U.S. GAAP in accordance with Topic 805, which are subject to change. The application of acquisition accounting of SKK is dependent upon
(i) the working capital positions at the closing of the acquisition and (ii) other factors such as the share price of SKK. The company
will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year
following the closing date of the acquisition. The assets and liabilities of SKK and other pro forma adjustments have been measured based
on various preliminary estimates using assumptions that believe are reasonable, based on information that is currently available. Accordingly,
the pro forma adjustments are preliminary. Differences between these preliminary estimates and the final acquisition accounting could
be significant, and these differences could have a material impact on the accompanying unaudited pro forma condensed consolidated financial
information and future results of operation and financial position.
This
unaudited pro forma condensed consolidated financial information was derived from and should be read in conjunction with the accompanying
notes, as well as the following historical financial statements and the related notes of SKK as discussed below.
The
unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, gives pro forma effect to the acquisition as if the
acquisition occurred on January 1, 2025 and the consolidated balance sheet information included in the unaudited pro forma condensed
consolidated balance sheet as of December 31, 2025, was derived from SKK’s audited December 31, 2025 consolidated balance sheet
as set forth in its Annual Report on Form 20-F for the financial year ended December 31, 2025, as filed with the SEC on April 10, 2026.
The
unaudited pro forma condensed consolidated statement of operations for the financial year ended December 31, 2025, gives pro forma effect
to the acquisition as if the transaction was consummated on January 1, 2025. The information included in the unaudited pro forma condensed
consolidated statement of operations for the financial year ended December 31, 2025, includes the condensed consolidated statement of
operations of SKK for the financial year ended December 31, 2025, which was derived from its audited consolidated statements of operations
as set forth in its Annual Report on Form 20-F for the financial year ended December 31, 2025, as filed with the SEC on April 10, 2026.
SKK
management has prepared the unaudited pro forma condensed consolidated financial information for illustrative purposes only. The unaudited
pro forma condensed consolidated financial statements are not intended to represent or be indicative of the financial position or results
of operations in future periods or the results that actually would have been realized had been a company during the financial year.
The
unaudited pro forma condensed consolidated financial information is presented solely for informational purposes and is not necessarily
indicative of the consolidated results of operations or financial position that might have been achieved for the periods or dates indicated,
nor is it necessarily indicative of the future results of the company. The unaudited pro forma condensed consolidated financial information
does not reflect possible adjustments related to integration activities that have yet to be determined or transaction or other costs
following the combination that are not expected to have a continuing impact on the business of the company.
3.
Purchase price allocation
Fair
Value of Assets
The
assets purchased will be accounted for as recapitalization of SKK under ASC 805, and the consideration transferred consists of the outstanding
shares of ordinary share of SKK immediately prior to the Closing as noted below.
The
fair value per share of SKK’s ordinary share was assumed for pro forma purposes to be based on a 3-day VWAP of $4.39 as
of September 14, 2026.
| Purchase Consideration | |
Amounts | |
| | |
$’000 | |
| | |
| |
| Class A ordinary
shares issued (58,958,998 shares of SKK based on a 3-day VWAP of $4.39 as of September 14, 2026) | |
| 258,830 | |
| Cash | |
| 759 | |
| Total
consideration | |
| 259,589 | |
Purchase
Price Allocation
The
following is an estimate of the allocation of the purchase price to acquired identifiable assets which includes estimated acquisition
method of accounting adjustments to reflect the fair value of intangible assets acquired at the time of the acquisition:
The
preliminary allocation of the purchase price to net assets is summarized below:
| Purchase
Price Allocation | |
Amounts | |
| | |
$’000 | |
| | |
| |
| Property
and equipment | |
| 380 | |
| Intangible
asset | |
| 6,538 | |
| Net
tangible assets | |
| 6,918 | |
| Goodwill
& intangible assets | |
| 252,671 | |
| Fair
value of total estimated purchase consideration transferred | |
| 259,589 | |
The
acquired identified intangible assets are expected to be comprised of the following:
| Description | |
Useful
Life | | |
Value | |
| | |
| | |
$’000 | |
| | |
| | |
| |
| Goodwill | |
| - | | |
| 252,671 | |
| Property
and equipment | |
| 5 | | |
| 380 | |
| Intangible
assets | |
| - | | |
| 6,538 | |
| Total | |
| | | |
| 259,589 | |
The
final determination of fair value of intangible assets, as well as estimated useful lives, remains subject to change. No amortization
or impairment of goodwill and intangible assets were considered in the unaudited pro forma condensed consolidated financial information.
5.
Unaudited Pro Forma Condensed Consolidated Adjustments
The
following provides explanations of the various adjustments to the unaudited pro forma condensed consolidated financial information:
Pro
Forma Consolidated Balance Sheet Adjustments
| |
(1) |
To
reflect the assets purchased consisting of $759,047 in cash and approximately $258.8 million in shares with the conversion of the
number of Class A ordinary shares based on a 3-day VWAP of $4.39 as of September 14, 2026. |
| |
(2) |
To
reflect the conversion of the number of Class A ordinary shares of $12,000,000 based on a 3-day VWAP of $4.39 as of September 14,
2026. |
| |
(3) |
To
reflect the issuance of an additional number of Class A ordinary shares based on a 3-day VWAP of $4.39 as of September 14, 2026 to
Rantizo for a payment of $10,000,000. |
| |
(4) |
To
reflect the preliminary purchase price allocation and recapitalization. |
| |
(5) |
To
reflect payment of estimated transaction costs of $7,700,000 at closing. |
| |
(6) |
To
reflect the after-the-market (ATM) program announced May 18, 2026. |
| |
(7) |
To
reflect the SKK Holdings Limited 2026 Equity Incentive Plan for the 700,000 Class A ordinary shares announced on August 4, 2026. |
| |
(8) |
To
reflect the registered direct offering for the 770,000 Class A ordinary shares issued announced August 18, 2026. |
Pro
Forma Consolidated Statement of Operations Adjustments
| |
(9) |
To
reflect the depreciation expense of drone assets over a period of 5 years. |
