6-K - Skyline Builders Group Holding Limited | StockGist

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Skyline Builders Group Holding Limited announced the pricing of a private placement of $16,575,000 senior unsecured convertible notes to US investors under Regulation D and $600,000 Series B Preferred Shares to non-US investors under Regulation S, for total gross proceeds of approximately $17,175,000 before fees. The securities are convertible into Class A Ordinary Shares at $2.40 per share, with Dominari Securities LLC as placement agent for notes and Ocean Wall Ltd. as introducer for preferred shares.

Key Takeaways

1Private placement priced at $17,175,000 total gross proceeds

2Notes: $16,575,000 principal, convertible into Class A Ordinary Shares at $2.40/share (floor $1.50)

3Preferred Shares: 250,000 Class B shares for $600,000, convertible at $2.40/share (floor $1.50)

4Notes issued under Reg D to US investors; Preferred under Reg S to non-US investors

5Placement Agent Warrants issued to Dominari for 552,500 shares at $2.60 exercise price

6Expected closing on or about March 24, 2026

7Registration statement for resale to be filed within 60 business days post-closing

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

$16.6M$600.0K$2.40$1.50

Exhibits (7)

10.1

REGULATION D PURCHASE AGREEMENT DATED MARCH 20, 2026

10.2

REGULATION S PURCHASE AGREEMENT DATED MARCH 20, 2026

10.3

REGISTRATION RIGHTS AGREEMENT DATE MARCH 25, 2026

10.4

PLACEMENT AGENCY AGREEMENT DATED MARCH 20, 2026

4.1

FORM OF PLACEMENT AGENT WARRANT DATED MARCH 25, 2026

6-K

REPORT OF FOREIGN PRIVATE ISSUER

99.1

PRESS RELEASE DATED MARCH 20, 2026