As
filed with the Securities and Exchange Commission on May 13, 2026
Registration
No. 333-295547
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1
to
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SKK
Holdings Limited
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
NA |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
27
First Lok Yang Road
Singapore
629735
+65
6334 3831
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, New York 10168
800-221-0102
(Name,
address, telephone number, facsimile number and email address of agent for service)
With
a copy to:
David
Ficksman, Esq.
R.
Joilene Wood, Esq.
TroyGould PC
1801
Century Park East Suite 1600
Los
Angeles, California 90067
Telephone:
(310) 553-4441
Facsimile:
(310) 201-4746
Approximate
date of commencement of proposed sale to the public: From time to time, as determined by the registrant, after this registration
statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act ☐.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXPLANATORY
NOTE
SKK
Holdings Limited is filing this Amendment No. 1 to its Registration Statement on Form F-3 as an exhibits-only filing. Accordingly, this
Amendment consists of only the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the
Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged from the Registration Statement
filed on May 5, 2026.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman
Islands’ laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for
any loss they may incur arising out of the Company’s business, except to the extent such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where
there is evidence of dishonesty, willful default or fraud.
Our
Amended Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of
our Directors and Executive Officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge
of their duties, powers, authorities or discretion as Directors or Executive Officers of our Company, including without prejudice to
the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise)
any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.
We
intend to enter into indemnification agreements with each of our Directors and Executive Officers. These agreements will require us to
indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of
their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified,
subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found
to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or
where the Cayman Islands courts have declined to grant relief.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Executive Officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM
9. EXHIBITS.
The
following exhibits are filed with this registration statement or are incorporated herein by reference.
| Exhibit
Number |
|
Document
Description |
| 1.1 |
|
Amended and Restated Memorandum and Articles of Association, as amended, of SKK Holdings Limited, as amended (incorporated by reference to Exhibit 1.1 to registrant’s Form 20-F filed on April 10, 2026)* |
| 4.1 |
|
Form
of Warrant Agreement, including form of Warrant** |
| 4.2 |
|
Form
of Unit Agreement** |
| 4.3 |
|
Form of Indenture |
| 5.1 |
|
Opinion of Conyers Dill & Pearman* |
| 23.2 |
|
Consent of W.W.C., PC * |
| 23.3 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1)* |
| 24.1 |
|
Power of Attorney* |
| 101 |
|
Financial
information from registrant for the Financial Year ended December 31, 2025 formatted in eXtensible Business Reporting Language (XBRL)*: |
| |
|
|
|
| |
|
(i) |
Consolidated Balance Sheets as of December 31, 2025 and 2024; |
| |
|
(ii) |
Consolidated Statements of Operations for the Financial Years ended December 31, 2025, 2024 and 2023; |
| |
|
(iii) |
Consolidated Statements of Changes in Equity and Comprehensive Income (Loss) for the Financial Years ended December 31, 2025, 2024 and 2023; |
| |
|
(iv) |
Consolidated Statements of Cash Flows for the Financial Years ended December 31, 2025, 2024 and 2023; |
| |
|
(v) |
Notes to the Consolidated Financial Statements; and |
| |
|
|
|
| 107 |
|
Filing Fee Table * |
| * |
Previously
filed |
| ** |
To
be filed, if applicable, subsequent to the effectiveness of this registration statement (1) by an amendment to this registration
statement or (2) as an exhibit to a Report on Form 6-K and incorporated herein by reference. |
ITEM
10. UNDERTAKINGS.
Item
10. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment
need not be filed to include financial statements and information required by Section 10(a)(3) of the Act if such financial statements
and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(5)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(6)
That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution
of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by
an undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant
or its securities provided by or on behalf of an undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
(7)
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(8)
That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(9)
That for purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(10)
If offering debt securities, to file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission
under section 305(b)(2) of the Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director,
officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Singapore, on the day of May 13, 2026.
| |
SKK
HOLDINGS LIMITED |
| |
|
|
| |
By
|
/s/
Koon Kiat Sze |
| |
Chief
Executive Officer (Principal Executive Officer) |
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roland Kohl as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form F-3, and to sign any registration
statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same and all prospectus supplements, with
all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement on Form F-3 has been signed below by the following persons
in the capacities indicated on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Sze Koon Kiat |
|
Chief
Executive Officer (Principal Executive Officer) |
|
May
13, 2026 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Koay Phaik Shya |
|
Financial
Controller (Principal Financial and Accounting Officer) |
|
May
13, 2026 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Liao Xiaoyan |
|
Chairman
of the board of directors and Director |
|
May
13, 2026 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Ng Chun Seong |
|
Director |
|
May
13, 2026 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Chan Chin Hoong |
|
Director |
|
May
13, 2026 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Cheong Chung Keong |
|
Director |
|
May
13, 2026 |
| |
|
|
|
|
| |
|
|
|
|
| /s/
Lum Kian San |
|
Director |
|
May
13, 2026 |
| |
|
|
|
|
