6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42461

SKYLINE BUILDERS GROUP HOLDING LIMITED

(Registrant’s Name)

Office A, 15/F, Tower A, Capital Tower,

No. 38 Wai Yip Street, Kowloon Bay, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Information contained in this report

On August 27, 2025, Skyline Builders Group Holding Limited, a Cayman Islands exempted company (the “Company”), entered into a definitive securities purchase agreement with accredited investors for a brokered private placement (the “Private Placement”). The Company will be issuing a combination of 24,349,315 Class A Ordinary Shares (or Pre-funded Warrants in lieu thereof), at a price of $0.73 per share, Ordinary A Warrants to purchase 24,349,315 Class A Ordinary Shares at an exercise price of $0.60 per share, and Ordinary B Warrants to purchase 24,349,315 Class A Ordinary Shares at an exercise price of $0.65 per share, for aggregate gross proceeds of approximately $17,775,000, before deducting fees and offering expenses.

The Company will use approximately $7,000,000 of the proceeds from the private placement to retire 18,500,000 Class A Ordinary Shares owned by Supreme Development (BVI) Holdings Limited (“SD”), a company beneficially owned by Mr. Ngo Chiu Lam, Chief Executive Officer (the “Share Retirement”). The remaining proceeds will be used for general working capital and other general corporate purposes.

On August 27, 2025, the Company issued a press release announcing its entry into the securities purchase agreement. A copy of the press release is attached hereto as Exhibit 99.1.

On August 27, 2025, SD and Quantum Leap Energy LLC (“QLE”) entered into a definitive securities purchase agreement pursuant to which SD will transfer and sell to QLE 1,995,000 Class B Ordinary Shares of the Company (the “Transferred Shares”) to QLE (the “Sale”). The Transferred Shares comprise all of the Company’s issued and outstanding Class B Ordinary Shares. Each Class B Ordinary Share has 20 votes and votes with the Class A Ordinary Shares on all matters voted on by the Company’s shareholders. After giving effect to the Sale, the Private Placement and the Share Retirement, the Company will have 11,184,999 Class A Ordinary Shares and 1,995,000 Class B Ordinary Shares issued and outstanding, and QLE shall have 78.11% of the aggregate voting power represented by all outstanding Class A Shares and Class B Shares and QLE will have control over the Company.

Exhibits

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2

Exhibit 99.1

Skyline Builders Group Holding Ltd. Announces $17.775 Million Private Placement

Hong Kong, Aug. 27, 2025 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (NASDAQ: SKBL) (the “Company”), a civil engineering services provider in Hong Kong, today announced that it has entered into a definitive securities purchase agreement dated August 27, 2025 with accredited investors for the issuance and sale (the “Offering”) of up to 24,349,315 Class A Ordinary Shares, par value $0.00001 per share (each, a “Class A Ordinary Share”) and/or prefunded warrants to purchase Class A Ordinary Shares (the “Prefunded Warrants”) in lieu of Class A Ordinary Shares, at a price of $0.73 per share, together with the Company’s Class A Ordinary Share Purchase Warrant As to purchase up to 24,349,315 Class A Ordinary Shares (the “A Warrants”) and the Company’s Class A Ordinary Share Purchase Warrant Bs to purchase up to 24,349,315 Class A Ordinary Shares (the “B Warrants”) in a brokered private placement on a best-efforts basis, for a combined aggregate gross proceeds of approximately $17,775,000, before deducting fees and offering expenses.

Each Pre-funded Warrant will entitle the holder to acquire one Ordinary Share at an exercise price of $0.0001 per share; each A Warrant will be immediately exercisable and entitle the holder to acquire one Class A Ordinary Share at an exercise price of $0.60 per share, for a period of five years following the closing of the Offering; and each B Warrant will be immediately exercisable and entitle the holder to acquire one Class A Ordinary Share at an exercise price of $0.65 per share, for a period of five years following the closing of the Offering. The private placement is expected to close on August 27, 2025, subject to customary closing conditions.

The Company shall use the net proceeds from the sale of the securities hereunder as follows: (a) the Company shall use approximately $7,000,000 from the proceeds to retire the 18,500,000 Class A Ordinary Shares of the Company owned by Supreme Development (BVI) Holdings Limited, a company which is beneficially owned by Ngo Chiu Lam, the Company’s Chief Executive Officer; and (b) the Company shall use the remaining proceeds for general working capital and other general corporate purposes. The Company intends to use the proceeds from the offering for working capital and general corporate purposes.

Dominari Securities LLC, Revere Securities LLC and Pacific Century Securities are acting as co- placement agents for the Offering.

The securities offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the Class A Ordinary Shares, and the shares underlying the Pre-funded Warrants, the A Warrants and the B Warrants to be issued in the private placement. Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such 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, 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 undertaking roads and drainage to its customers in Hong Kong. Its construction activities mainly include public civil engineering works, such as road and drainage works, in Hong Kong. It mostly undertakes civil engineering works in the role of subcontractor, while it is also fully qualified to undertake such works in the capacity of main contractor. The Company’s public sector projects mainly involve infrastructure developments while private sector projects mainly involved 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 statements regarding the proposed Share Consolidation, the Company’s ability to grow its business, and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

For more information, please contact:

Skyline Builders Group Holding Limited

Investor Relations Department

Email: [email protected]