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 February 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 ☐

Full Exercise of Over-Allotment Option for225,000Class A Ordinary Shares

As previously disclosed, on January 23, 2025, Skyline Builders Group Holdings Limited (the “Company”) entered into an underwriting agreement (the “UnderwritingAgreement”) with Dominari Securities LLC, as the representative of the underwriters listed on Schedule A to the Underwriting Agreement (the “Representative”), relating to the Company’s initial public offering (the “IPO”) of 1,500,000 Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”), for a price of $4.0 per share, less certain underwriting discounts. The Company also granted the underwriters a 45-day option to purchase up to 225,000 additional Class A Ordinary Shares on the same terms and conditions for the purpose of covering any over-allotments in connection with the IPO (the “OA Option”).

On February 6, 2025, the Representative exercised the OA Option in full to purchase 225,000additional Class A Ordinary Shares from the Company at the public offering price of $4.0 per share, generating gross proceeds of $900,000. The OA Option exercise closed on February 10, 2025.

In connection with the exercise of the OA Option, the Company issued a press release on February 10, 2025.

Copies of the Underwriting Agreement and the press release are attached hereto as Exhibits 10.1 and 99.1, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of the Underwriting Agreement do not purport to be a complete description of each of the documents described in this Form 6-K, and are subject to, and qualified in their entirety by, such document.

This report does 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 the registration or qualification under the securities laws of any such state or jurisdiction.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

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 Limited AnnouncesUnderwriters’ Full Exercise of Over-allotment Option

Hong Kong, Feb. 10, 2025 (GLOBE NEWSWIRE) -- Skyline Builders Group Holding Limited (NASDAQ: SKBL) (the “Company”), a civil engineering services provider in Hong Kong, today announced that on February 10, 2025, the underwriter of its previously announced initial public offering (“Offering”) has exercised its over-allotment option in full (the “Over-Allotment Option”) and purchased an additional 225,000Class A Ordinary Shares of the Company at the public offering price of $4.00 per share, resulting in additional gross proceeds of $900,000. After giving effect to the full exercise of the Over-Allotment Option, the total number of Class A Ordinary Shares sold by the Company in the Offering increased to 1,725,000 Class A Ordinary Shares and the gross proceeds increased to $6,900,000, before deducting underwriting discounts and commissions. Proceeds from the Offering will be used to enhance the Company’s capacities in hiring additional staff, strengthen its market position in the civil engineering industry, acquire machinery to enhance its capacity, enhance the Company’s brand, as well as to fund working capital and for other general corporate purposes.

The Class A Ordinary Shares commenced trading on Nasdaq Capital Market on January 23, 2025 under the ticker symbol “SKBL.”

The Offering was conducted on a firm commitment basis. Dominari Securities LLC acted as representative of the underwriters with Revere Securities LLC acted as co-underwriter (collectively, the “Underwriters”) for the Offering. Loeb & Loeb LLP acted as counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as counsel to the Underwriters in connection with the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-282720) and was declared effective by the SEC on December 31, 2024. The Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor, New York, NY 10022. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation, or sale of any of the Company’s 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 such state or jurisdiction.

About Skyline Builders Group Holding Limited

Skyline Builders Group Holding Limited 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

All statements other than statements of historicalfact in this announcement are forward-looking statements, including but not limited to, the Company’s Offering. These forward-lookingstatements involve known and unknown risks and uncertainties and are based on current expectations and projections about future eventsand financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financialneeds, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statementsby words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”“is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statementsto reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although theCompany believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectationswill turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated resultsand encourages investors to review other factors that may affect its future results in the Company’s registration statement andin its other filings with the SEC.

For more information, please contact:

Skyline Builders Group Holding Limited

Investor Relations Department

Email: [email protected]