Rantizo asset buy and big share increase win SKK (NASDAQ: SKK) vote

Rhea-AI Filing Summary

SKK Holdings Limited held an extraordinary general meeting where shareholders overwhelmingly approved acquiring Rantizo, Inc.’s drone-based technology assets and major related changes.

The Asset Purchase Agreement covers substantially all of Rantizo’s drone-based technology assets for a purchase price of $759,047 in cash plus newly issued Class A ordinary shares valued at approximately $258.8 million. Additional Class A shares valued at $12 million will go to certain SKK management, and Class A shares valued at $10 million will be issued in connection with a $10 million payment from Rantizo held in escrow.

Shareholders also approved changing the company’s name to Rantizo, a tenfold increase in authorized share capital from $500,000 to $5,000,000 (including 1.9 billion Class A and 50 million Class B shares), adoption of amended constitutional documents, approval under Nasdaq Listing Rule 5635(d) to issue more than 19.99% of outstanding Class A shares in line with the APA, and broad authorization for directors and officers to implement these resolutions. All proposals passed with more than 99.99% of votes cast in favor.

Insights

Cross-border M&A and capital markets analyst

Shareholders back a large Rantizo asset deal and major capital expansion.

SKK’s meeting approved an Asset Purchase Agreement to acquire substantially all of Rantizo’s drone-based technology assets for $759,047 cash plus Class A shares valued around $258.8 million. This indicates a strategic shift toward agricultural and commercial drone applications anchored on Rantizo’s platform.

The approvals include a name change to Rantizo, a tenfold increase in authorized share capital to $5,000,000 (1.9 billion Class A shares and expanded Class B and Preferred Shares), and adoption of new constitutional documents, all tied to closing of the APA and regulatory steps. These measures create capacity for significant equity issuance, including more than 19.99% of outstanding Class A shares as required by Nasdaq Listing Rule 5635(d).

All six resolutions passed with over 99.99% support from voting shareholders, reflecting strong backing for the transaction and restructuring. Actual impact on existing holders will depend on how many new shares are ultimately issued under the APA and related authorizations, as well as post-closing performance of the combined business.

Key Figures

Rantizo asset cash price: $759,047 cash Rantizo share consideration: ≈$258.8 million in Class A shares Management share award: $12 million in Class A shares +5 more

8 metrics

Rantizo asset cash price $759,047 cash Asset Purchase Agreement consideration

Rantizo share consideration ≈$258.8 million in Class A shares Value of newly issued shares under APA

Management share award $12 million in Class A shares To certain company management based on VWAP

Escrow-related shares $10 million in Class A shares $10 million payment from Rantizo held in escrow

Authorized capital before $500,000 190M Class A, 5M Class B, 5M Preferred, par $0.0025

Authorized capital after $5,000,000 1.9B Class A, 50M Class B, 50M Preferred, par $0.0025

Class A votes represented 5,924 Class A shares Present in person or by proxy at meeting

Class B shares outstanding 1,085,264 Class B shares Each carrying 100 votes as of record date

Key Terms

Asset Purchase Agreement, VWAP, Nasdaq Listing Rule 5635(d), Extraordinary general meeting, +2 more

6 terms

Asset Purchase Agreement financial

"the Asset Purchase Agreement entered into by the Company and 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.

VWAP financial

"based on the VWAP on each of the three trading days prior to the closing"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Nasdaq Listing Rule 5635(d) regulatory

"in accordance with Nasdaq Listing Rule 5635(d), the shareholders hereby approve the issuance"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Extraordinary general meeting regulatory

"An extraordinary general meeting (the “Meeting”) of SKK Holdings Limited"

Preferred Shares financial

"5,000,000 Preferred Shares of a nominal or par value of US$0.0025 each"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Memorandum of Association regulatory

"Third Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association"

A memorandum of association is a foundational legal document that creates a company and sets out its basic identity and powers — such as its name, purpose, share structure and the extent of owners’ liability. For investors it matters because it defines who can own what, what the company is allowed to do, and the limits on shareholder rights and protections; think of it as the company’s birth certificate and rulebook that affects ownership, risk and governance.

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

Available on EDGAR 06/24/2026 - 01:00 PM Accepted by SEC EDGAR 06/24/2026 - 01:00 PM 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 June 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)

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):

An extraordinary general meeting (the “Meeting”) of SKK Holdings Limited (the “Company”) was held on June 22, 2026 at 10:00 a.m. (Singapore time) at 27 First Lok Yang Road, Singapore 629735.

At the close of business on May 18, 2026, the record date for the determination of shareholders entitled to vote (the “Record Date”), there were 2,448,679 Ordinary Shares of the Company outstanding, of which 1,363,415 were Class A Ordinary Shares, each being entitled to one vote per share and 1,085,264 were Class B Ordinary Shares, each being entitled to 100 votes per share. Holders of 5,924 Class A Ordinary Shares and 1,085,264 Class B Ordinary Shares as of the Record Date were present in person or by proxy at the Meeting and constituted a quorum.

At the Meeting, the shareholders of the Company voted for the following resolutions, pursuant to the accompanying voting results:

RESOLUTION 1:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT, the following be approved: (i) the Asset Purchase Agreement entered into by the Company and Rantizo, Inc. (“Rantizo”) a Delaware corporation, dated as of May 1, 2026 (the “APA”) pursuant to which the Company will acquire substantially all of Rantizo’s drone-based technology assets used for agriculture, forestry, emergency response and other commercial applications (the “Target Assets”) for a purchase price consisting of $759,047 in cash and newly issued Class A ordinary shares having an aggregate value of approximately $258.8 million, and (ii) the transactions contemplated thereunder, including the issuance of shares as follows: (a) Class A ordinary shares of SKK (the “Class A Shares”) having an aggregate value of $12 million (based on the VWAP on each of the three trading days prior to the closing (the “Closing Value”)) to be issued to certain individuals in the Company’s management and (b) Class A Shares having an aggregate value of $10 million based on the Closing Value in consideration of payment to SKK from Rantizo of $10 million being held in escrow until the closing of the APA.”

Voting Results:

		FOR		AGAINST		ABSTAIN		TOTAL
Total Ordinary Share Votes: Percentage of Total:		108,530,493 >99.99%		1,818 <0.01%		13 <0.01%		108,532,324 100.00%
Class A Ordinary Shares Voted: Percentage of Class A Ordinary Shares:		4,093 69.09%		1,818 30.69%		13 0.22%		5,924 100.00%
Class B Ordinary Shares Voted: Percentage of Class B Ordinary Shares:		108,526,400 100.00%		0 0%		0 0%		108,526,400 100.00%

Ordinary Resolution 1 passed.

RESOLUTION 2:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT, the name of the Company be changed from “SKK Holdings Limited” to “Rantizo” (the “Name Change”), with effect from the date on which a certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands (the “Effective Date”), and that any one of the Directors or the company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Name Change and to attend to any necessary registration and/or filing for and on behalf of the Company.”

Voting Results:

		FOR		AGAINST		ABSTAIN		TOTAL
Total Ordinary Share Votes: Percentage of Total:		108,530,591 >99.99%		1,362 <0.01%		371 <0.01%		108,532,324 100.00%
Class A Ordinary Shares Voted: Percentage of Class A Ordinary Shares:		4,191 70.74%		1,362 22.99%		371 6.27%		5,924 100.00%
Class B Ordinary Shares Voted: Percentage of Class B Ordinary Shares:		108,526,400 100.00%		0 0%		0 0%		108,526,400 100.00%

Special Resolution 2 passed.

RESOLUTION 3:

“RESOLVED AS AN ORDINARY RESOLUTION, THAT, subject to and conditional to closing of the APA, the Company’s authorized share capital of US$500,000 divided into 190,000,000 Class A ordinary shares of a nominal or par value of US$0.0025 each, 5,000,000 Class B ordinary shares of a nominal or par value of US$0.0025 each, and 5,000,000 Preferred Shares of a nominal or par value of US$0.0025 each of such class or classes (however designated) as the Board may determine in accordance with Article 13 of the Articles of Association of the Company, be increased to US$5,000,000 divided into 1,900,000,000 Class A ordinary shares of a nominal or par value of US$0.0025 each, 50,000,000 Class B ordinary shares of a nominal or par value of US$0.0025 each, and 50,000,000 Preferred Shares of a nominal or par value of US$0.0025 each of such class or classes (however designated) as the Board may determine in accordance with Article 13 of the Articles of Association of the Company (the “Share Capital Increase”), by the creation of 1,710,000,000 Class A ordinary shares of a nominal or par value of US$0.0025 each, 45,000,000 Class B ordinary shares of a nominal or par value of US$0.0025 each, and 45,000,000 Preferred Shares of a nominal or par value of US$0.0025 each, and that any one of the Directors or the company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Share Capital Increase and to attend to any necessary registration and/or filing for and on behalf of the Company.”

Voting Results:

		FOR		AGAINST		ABSTAIN		TOTAL
Total Ordinary Share Votes: Percentage of Total:		108,530,460 >99.99%		1,841 <0.01%		23 <0.01%		108,532,324 100.00%
Class A Ordinary Shares Voted: Percentage of Class A Ordinary Shares:		4,060 68.53%		1,841 31.08%		23 0.39%		5,924 100.00%
Class B Ordinary Shares Voted: Percentage of Class B Ordinary Shares:		108,526,400 100.00%		0 0%		0 0%		108,526,400 100.00%

Ordinary Resolution 3 passed.

Proposal 4:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT, that subject to and conditional upon (1) the closing of the APA and (2) the Name Change becoming effective, the Third Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of the Company as set forth as Annex A to the notice of proxy that was filed with on Form 6-K on June 5, 2026 (the “Amended M&A”) be adopted in substitution for and to the exclusion of the Second Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Company with effect from the Effective Date, and that any one or more Directors be and are hereby authorized to, do all acts and things necessary, appropriate, desirable or expedient to give effect to the Proposed Amendments and the adoption of the Amended M&A, including but not limited to, attending to any, necessary registration and/or filing of the Amended M&A and all requisition documents for and on behalf of the Company.”

Voting Results:

		FOR		AGAINST		ABSTAIN		TOTAL
Total Ordinary Share Votes: Percentage of Total:		108,530,493 >99.99%		1,460 <0.01%		371 <0.01%		108,532,324 100.00%
Class A Ordinary Shares Voted: Percentage of Class A Ordinary Shares:		4,093 69.09%		1,460 24.64%		371 6.27%		5,924 100.00%
Class B Ordinary Shares Voted: Percentage of Class B Ordinary Shares:		108,526,400 100.00%		0 0%		0 0%		108,526,400 100.00%

Special Resolution 4 passed.

Proposal 5:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT in accordance with Nasdaq Listing Rule 5635(d), the shareholders hereby approve the issuance of over 19.99% of our outstanding Class A Ordinary Shares in accordance with the APA.”

Voting Results:

		FOR		AGAINST		ABSTAIN		TOTAL
Total Ordinary Share Votes: Percentage of Total:		108,530,493 >99.99%		1,818 <0.01%		13 <0.01%		108,532,324 100.00%
Class A Ordinary Shares Voted: Percentage of Class A Ordinary Shares:		4,093 69.09%		1,818 30.69%		13 0.22%		5,924 100.00%
Class B Ordinary Shares Voted: Percentage of Class B Ordinary Shares:		108,526,400 100.00%		0 0%		0 0%		108,526,400 100.00%

Ordinary Resolution 5 passed.

Proposal 6:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT each of the directors and officers of the Company are hereby authorized to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.”

Voting Results:

		FOR		AGAINST		ABSTAIN		TOTAL
Total Ordinary Share Votes: Percentage of Total:		108,530,477 >99.99%		1,489 <0.01%		358 <0.01%		108,532,324 100.00%
Class A Ordinary Shares Voted: Percentage of Class A Ordinary Shares:		4,077 68.82%		1,489 25.13%		358 6.05%		5,924 100.00%
Class B Ordinary Shares Voted: Percentage of Class B Ordinary Shares:		108,526,400 100.00%		0 0%		0 0%		108,526,400 100.00%

Ordinary Resolution 6 passed.

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: June 24, 2026	By:	/s/ Koon Kiat Sze
		Koon Kiat Sze Chief Executive Officer

FAQ

What did SKK Holdings (SKK) shareholders approve at the June 2026 extraordinary general meeting?

Shareholders approved acquiring Rantizo’s drone-based technology assets, a company name change to Rantizo, a tenfold increase in authorized share capital, new constitutional documents, Nasdaq-related share issuance approval, and broad authority for directors to implement all resolutions, each passing with over 99.99% support.

What are the key financial terms of SKK Holdings’ acquisition of Rantizo’s assets?

The Asset Purchase Agreement values the transaction at $759,047 in cash plus newly issued Class A ordinary shares worth about $258.8 million. Additional Class A shares valued at $12 million go to certain management and $10 million in shares relate to a $10 million payment from Rantizo held in escrow.

How is SKK Holdings changing its share capital structure after the meeting?

Subject to closing of the Asset Purchase Agreement, authorized share capital increases from $500,000 to $5,000,000, including 1,900,000,000 Class A shares, 50,000,000 Class B shares, and 50,000,000 Preferred Shares, all with a par value of $0.0025 per share, creating capacity for substantial future issuances.

Why did SKK Holdings seek shareholder approval under Nasdaq Listing Rule 5635(d)?

Shareholders approved the issuance of more than 19.99% of outstanding Class A Ordinary Shares in accordance with the Asset Purchase Agreement. Nasdaq Listing Rule 5635(d) requires shareholder approval when a listed company issues significant new equity relative to existing outstanding shares.

What governance and legal document changes did SKK Holdings adopt?

Shareholders approved adopting a Third Amended and Restated Memorandum and Articles of Association, replacing the prior versions once the name change and Asset Purchase Agreement closing occur. Directors are authorized to complete all necessary registrations and filings to implement these amended governing documents.

What voting support did SKK Holdings’ resolutions receive at the extraordinary general meeting?

Each of the six resolutions received more than 99.99% of votes cast in favor. For example, Resolution 1 on the Asset Purchase Agreement tallied 108,530,493 votes for and 1,818 against, indicating near-unanimous shareholder backing for the Rantizo asset acquisition and related actions.