Hong Kong, February 13, 2026 — Skyline Builders Group Holding Limited (NASDAQ: SKBL), a Hong Kong-based civil engineering services firm, today disclosed that it finalized its previously announced simultaneous private placements of Series B Preferred Shares (each with a par value of $0.00001) on February 13, 2026 (the “Closing Date”). In total, the Company issued 6,322 Preferred Shares, generating approximately $31.59 million in gross proceeds before subtracting placement agent fees and other offering-related expenses it is responsible for. Around $26.59 million worth of Preferred Shares were sold via a Regulation D offering to accredited investors, while roughly $5 million were offered under Regulation S to non-U.S. investors outside the United States.
In relation to these Private Placements, the Company granted to Dominari Securities LLC and Ocean Wall Limited (collectively referred to as the “Placement Agents”) Class A ordinary share purchase warrants. These warrants allow the purchase of Class A ordinary shares equivalent to six percent (6%) of the Class A ordinary shares that back the Preferred Shares as of the Closing Date (known as the “Placement Agent Warrants”).
Every Preferred Share can be converted into Class A ordinary shares (called “Conversion Shares”) at a conversion price of $2.40 per share. This price is subject to certain anti-dilution adjustments, but will never drop below $1.50 per share, along with other standard adjustments for share splits, recapitalizations, reorganizations, and similar corporate actions. Each Placement Agent Warrant is exercisable right away and gives the holder the right to buy one Class A ordinary share at an exercise price of $2.40 per share.
The Company plans to allocate the net proceeds from the private placements toward general working capital needs and other routine corporate uses.
The securities issued and sold by the Company in these private placements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. They may not be offered or sold in the United States unless registered under the Securities Act or an applicable exemption from such registration requirements applies. The Company has committed to filing a registration statement with the Securities and Exchange Commission that covers the resale of the Conversion Shares and the Class A ordinary shares underlying the Placement Agent Warrants issued to the placement agents at closing. Any resale of the Company’s shares under this registration statement must be done either through a prospectus or in accordance with an exemption from the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, nor will any sale of these securities occur in any state or jurisdiction where such an offer, solicitation, or sale would be illegal 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 state securities laws at the time of the private placement closing. Unless registered, they may not be offered or sold in the United States except under an exemption from the Securities Act’s registration requirements 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 clients in Hong Kong. Its core construction operations focus on public civil engineering projects, including road and drainage works, within Hong Kong. While it typically takes on civil engineering tasks as a subcontractor, the Company is also fully eligible to act as a main contractor for such projects. Its public sector projects primarily involve infrastructure development, whereas private sector projects are mainly residential and commercial developments.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements often include terms like “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar expressions. The Company has no obligation to revise forward-looking statements to reflect later events, circumstances, or changes in its expectations, unless mandated by law. Although the Company considers the expectations in these statements to be reasonable, it cannot guarantee they will prove accurate. The Company advises investors that actual results may vary significantly from anticipated outcomes and urges them to review other factors affecting future results in its registration statement and other SEC filings.
For more information, please contact:
Skyline Builders Group Holding Limited
Investor Relations Department
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