Skyline Builders Group Holding Limited Announces Pricing for Private Placement of Convertible Notes and Preferred Shares

(SeaPRwire) –   HONG KONG, March 23, 2026 — Skyline Builders Group Holding Limited (NASDAQ: SKBL), a Cayman Islands exempted company with limited liability (the “Company”), today announced the final pricing for a brokered private placement (the “Private Placement”). This placement involves senior unsecured convertible notes of the Company (the “Notes”) and 250,000 class B preferred shares, with a par value of $0.00001 per share (the “Preferred Shares”), aiming to generate total gross proceeds of approximately $17,175,000.00, before accounting for placement agent fees and other offering expenses payable by the Company. Each Note is convertible into class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”), at a conversion price of $2.40 per share. This price is subject to certain anti-dilution adjustments, but will not fall below $1.50 per share, and is also subject to other standard adjustments for share splits, recapitalizations, reorganizations, and similar transactions. Similarly, each Preferred Share is convertible into Class A Ordinary Shares at a conversion price of $2.40 per share, also subject to specific anti-dilution adjustments, a minimum conversion price of $1.50 per share, and customary adjustments for share splits, recapitalizations, reorganizations, and similar transactions.

Approximately $16,575,000.00 worth of Notes were issued under a Regulation D offering to investors based in the United States, while approximately $600,000.00 worth of Preferred Shares were issued under a Regulation S offering to non-U.S. investors.

Dominari Securities LLC served as the placement agent for the Notes, and Ocean Wall Ltd. acted as the introducer for the Preferred Shares.

The Company will also enter into Registration Rights Agreements, through which it will commit to filing a registration statement on Form F-1 (or another appropriate form) with the U.S. Securities and Exchange Commission (the “SEC”) within sixty (60) business days following the closing. This filing is intended to facilitate the resale of the Class A Ordinary Shares underlying the securities issued as part of the Private Placement.

The Private Placement is anticipated to close on or around March 24, 2026, contingent upon the satisfaction of customary closing conditions.

The securities to be issued and sold by the Company in the Private Placement, including the underlying Class A Ordinary Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Consequently, they may not be offered or sold in the United States without registration with the SEC or an applicable exemption from the registration requirements of the Securities Act and such state securities laws.

This press release should not be construed as an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing of the Private Placement, and unless so registered, they may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

About Skyline Builders Group Holding Limited

Skyline Builders Group Holding Limited (NASDAQ: SKBL) operates as an approved public works contractor, providing road and drainage services to its clients in Hong Kong. Its construction activities primarily involve public civil engineering works, such as road and drainage projects, within Hong Kong. The company predominantly undertakes civil engineering works as a subcontractor, but is also fully qualified to act as a main contractor for such projects. The Company’s public sector engagements mainly focus on infrastructure developments, while its private sector projects largely involve residential and commercial developments.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. These forward-looking statements include declarations that may be accompanied by terms such as “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions. The Company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as legally mandated. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot guarantee that such expectations will prove correct. The Company advises investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that could influence its future outcomes in the Company’s registration statement and its other filings with the SEC.

For more information, please contact:

Skyline Builders Group Holding Limited

Investor Relations Department

Email: ir@skylinebuilders.cc