SKBL · Skyline Builders Group Holding Ltd. Class A

Skyline Builders Group Holding Limited executed a Senior Unsecured Convertible Note Purchase Agreement for up to $16,575,000 in notes convertible into 6,906,250 Class A Ordinary Shares, providing non-dilutive capital until maturity on March 31, 2029, with 6% interest rising to 15% on default. An example $3M note to 2Shores American GP Corp. highlights the structure, featuring optional redemptions after 18 months for the company or post-change of control for holders, with priority as senior unsecured debt subordinated to secured financing. Concurrently, Exhibit 4.1 details Class A Ordinary Share Purchase Warrants exercisable at $2.40/share from an initial date in 2026 through 2031, supporting cashless exercise if no registration is effective and DWAC delivery. Dominari Securities LLC, as placement agent under a March 31, 2026 agreement, earned 8% cash fees, warrants for 552,500 shares at the notes' conversion price, and a $300,000 expense allowance on reasonable best efforts basis. Registration Rights Agreement mandates filing for resale of conversion shares and placement agent warrant shares within 60 business days post-closing or escrow release, with liquidated damages for delays. Lock-up agreements from directors/executives for 180 days post-closing/registration effectiveness limit near-term selling pressure. The unregistered offering under Section 4(a)(2)/Reg D exemption enables rapid capital access but ties to future registration effectiveness for liquidity.