Rantizo 6-K, filed Sep 25, 2026
Rantizo (RNTZ)
About this 6-K
Rantizo filed this 6-K on September 25, 2026.
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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-42307
SKK Holdings Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| 27 First Lok Yang Road, Singapore |
| (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Acquisition of Rantizo Drone-Based Technology Assets
As previously reported on a Form 6-K submitted to the Securities and Exchange Commission (the “SEC”) on May 5, 2026, SKK Holdings Limited (“SKK” or the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Rantizo, Inc. (“Rantizo”), a Delaware corporation, under which the Company will acquire (the “Asset Purchase”) substantially all of Rantizo’s drone-based technology assets used in agricultural spraying, seeding and monitoring for agriculture, forestry, emergency response and other commercial applications (the “Target Assets”). Shareholder approval of the Asset Purchase and related transactions, including changing the name of the Company to “Rantizo” effective after the closing of the Asset Purchase (the “Closing”) was obtained at an extraordinary general meeting of the Company that was held on June 22, 2026, as previously reported on a Form 6-K submitted to the SEC on June 24, 2026.
Under the APA, the Company will pay to Rantizo a purchase price consisting of $759,047 in cash and approximately $258.8 million of newly issued Class A ordinary shares (the “Consideration Shares”), the number of which will be based on the volume weighted average price (“VWAP”) of the Class A ordinary shares on each of the three (3) trading days prior to the Closing. The Company is acquiring the Target Assets at an approximately $258.8 million valuation. The Company received an independent third-party valuation of the Target Assets from Newbridge Securities Corporation, and such third-party valuation was part of the Company’s internal process in valuing the Target Assets. The Company has agreed to register for resale the Consideration Shares pursuant to a registration rights agreement.
The Company also agreed to grant at Closing to certain individuals in management a total number of Class A ordinary shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each of the three (3) trading days prior to Closing. Additionally, at or prior to Closing, Rantizo agreed to consummate a $10,000,000 private placement of its common shares and to deposit such proceeds in escrow until Closing. At Closing, in consideration of payment to it of the $10,000,000 from escrow, the Company has agreed to issue to Rantizo an additional number of its Class A ordinary shares based on the VWAP on each of the three (3) trading days prior to Closing. Assuming a 3-day VWAP of $4.39 as of September 14, 2026, a total of 61,236,902 Class A ordinary shares would be issued to Rantizo shareholders at Closing.
Concurrently with entry into the APA, Rantizo also entered into a Securities Purchase Agreement as of May 1, 2026 (the “Securities Purchase Agreement”), under which Rantizo agreed to purchase from certain shareholders of the Company their existing Class B ordinary shares of the Company for a total purchase price of $8,000,000. In connection with the Securities Purchase Agreement, the Company agreed to register the resale of the Consideration Shares under the Securities Act pursuant to a registration rights agreement dated as of May 1, 2026, which agreement sets forth customary registration rights.
Appointment of Marianne McInerney as an Executive Director and President
The APA stipulates that Rantizo will have the right to nominate two directors to the Company’s board of directors, consisting of one executive director and one independent director. Rantizo has nominated Marianne McInerney to serve as the executive director, effective immediately after the Closing. Ms. McInerney will also be appointed to serve as President of the Company, effective immediately after the Closing. In her role as President, Ms. McInerney will be responsible for the strategic growth, operational execution, and commercial expansion of the autonomous aviation businesses leading all drone-related business operations, developing new markets, driving acquisitions and partnerships, and ensuring execution of the Company’s long-term growth strategy. Marianne McInerney is a results-driven executive with a strong track record in scaling operations, driving revenue growth, and building brand value across both government and private sectors. With nearly 30 years in the automotive and transportation industries, she has advised OEMs and mobility startups on go-to-market execution and distribution strategy. She has led organizations through capital raises, market expansion, and strategic positioning for long-term growth. As former Assistant Secretary and Director of Public Affairs at the U.S. Department of Transportation, she oversaw public policy strategy, a $70 million budget, and 600 personnel across major regulatory agencies—including NHTSA and FAA—during pivotal mobility policy initiatives, including the Drone Pilot Program.
Rantizo has agreed to waive its rights to appoint one independent director prior to Closing and will nominate such independent director at a later date.
Effective at Closing, Mr. Ng Chun Seong, the Company’s current Chief Operating Officer and an Executive Director, will resign as an Executive Director and remain as our Chief Operating Officer. The make-up of our board of directors at Closing will remain at a total of five members, with three independent directors and two non-independent executive directors.
Unaudited Pro Forma Condensed Consolidated Financial Information
Attached as Exhibit 99.1 is unaudited pro forma condensed consolidated financial information of the Company. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 gives effect to SKK’s acquisition of the Target Assets as if the acquisition occurred on December 31, 2025, and was derived from SKK’s audited December 31, 2025 condensed consolidated balance sheet as set forth in its Annual Report on Form 20-F for the financial year ended December 31, 2025, as filed with the SEC on April 10, 2026. The unaudited pro forma condensed consolidated statements of operations data for the financial year ended December 31, 2025, give effect to the acquisition as if it had occurred on January 1, 2025. Assumptions underlying the pro forma adjustments are described in the notes included in Exhibit 99.1, which notes should be read in conjunction with the unaudited pro forma condensed consolidated financial information.
SKK’s management prepared the unaudited pro forma condensed consolidated financial information for illustrative purposes only. The pro forma financial statements are not intended to represent or be indicative of the SKK’s financial position or results of operations in future periods or the results that actually would have been realized had SKK been consolidated during the specified periods. Additionally, the unaudited pro forma results do not give effect to any potential cost savings or other synergies that could result from the consolidation of SKK. The pro forma adjustments set forth in Note 5 in Exhibit 99.1 are based on the calculation of a 3-day VWAP as of September 14, 2026 that reflect preliminary estimates of fair value.
In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the Company. The historical consolidated financial information has been adjusted in the accompanying pro forma financial statements to give effect to unaudited pro forma events that are directly attributable to the acquisition, factually supportable and, with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results of operations of the Company.
SKK’s management prepared the unaudited pro forma condensed consolidated financial information using the acquisition method of accounting under United States Generally Accepted Account Principles in accordance with Topic 805. The application of acquisition accounting by SKK is dependent upon (i) the working capital positions at the closing of the acquisition, (ii) other factors such as the share price of SKK, and (iii) certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. SKK will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the acquisition. The assets and liabilities of SKK and other pro forma adjustments have been measured based on various preliminary estimates using assumptions that the Company believes are reasonable, based on currently available information. Accordingly, the pro forma adjustments are preliminary. Differences between these preliminary estimates and the final acquisition accounting could be significant, and these differences could have a material impact on the accompanying unaudited pro forma condensed consolidated financial information and future results of operation and financial position.
SKK has compiled the unaudited pro forma condensed consolidated financial information in a manner consistent with the accounting policies that it has adopted. Additionally, certain financial information of SKK as presented in its historical consolidated financial statements has been reclassified to conform to the historical presentation in SKK’s financial statements for purposes of preparation of the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, SKK’s audited financial statements as set forth in its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, as filed with the SEC on April 10, 2026.
Upon the Closing of the APA, based on the number of ordinary shares outstanding as of December 31, 2025, the current shareholders of the Seller will collectively own approximately 91.7% of the Company’s then outstanding ordinary shares. These percentages are based on the Company’s currently outstanding shares of ordinary shares and voting shares. Therefore, as a result of the acquisition, the current shareholders of the Seller will become the majority shareholders of the Company and will receive rights to appoint certain persons to the board of directors of the Company.
The unaudited pro forma condensed consolidated financial information set forth below primarily gives effect to the following:
| (a) | the conversion of the number of Class A ordinary shares, which will be based on the VWAP of the Class A ordinary shares on each of the three (3) trading days prior to the closing of the Asset Purchase at an approximately $258.8 million valuation; | |
| (b) | the conversion of the number of Class A ordinary shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each of the three (3) trading days prior to Closing; and | |
| (c) | the issuance of an additional number of the Company’s Class A ordinary shares based on the VWAP on each of the three (3) trading days prior to Closing to Rantizo for a payment of $10,000,000 raised in a private placement of Rantizo common shares at or prior to Closing. |
Exhibit Index
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
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.
| SKK Holdings Limited | ||
| ||
| Date: September 25, 2026 | By: | /s/ Koon Kiat Sze |
| Koon Kiat Sze | ||
| Chief Executive Officer | ||
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
| As of December 31, 2025 | Pro Forma Note Ref | Pro Forma Adjustments | Pro Forma Balances | |||||||||||
| $’000 | $’000 | $’000 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | 732 | (3), (6) & (8) | 13,630 | 14,362 | ||||||||||
| Restricted cash | 81 | - | 81 | |||||||||||
| Account receivable, net | 2,458 | - | 2,458 | |||||||||||
| Inventories | 45 | - | 45 | |||||||||||
| Contract assets | 6,697 | - | 6,697 | |||||||||||
| Deposits, prepayments and other receivables | 1,243 | - | 1,243 | |||||||||||
| Total current assets | 11,256 | 13,630 | 24,886 | |||||||||||
| Non-current assets: | ||||||||||||||
| Property and equipment, net | 19,845 | (4) & (9) | 304 | 20,149 | ||||||||||
| Right-of-use, net | 542 | - | 542 | |||||||||||
| Intangible assets | - | (4) | 6,538 | 6,538 | ||||||||||
| Goodwill | - | (4) | 252,671 | 252,671 | ||||||||||
| Total non-current assets: | 20,387 | 259,513 | 279,900 | |||||||||||
| Total assets | 31,643 | 273,143 | 304,786 | |||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities | 4,922 | (1) & (5) | 8,459 | 13,381 | ||||||||||
| Amounts due to related parties | 6,995 | - | 6,995 | |||||||||||
| Bank borrowings | 1,955 | - | 1,955 | |||||||||||
| Contract liabilities | 442 | - | 442 | |||||||||||
| Finance lease liabilities | 647 | - | 647 | |||||||||||
| Operating lease liabilities | 88 | - | 88 | |||||||||||
| Income tax payable | 140 | - | 140 | |||||||||||
| Total current liabilities | 15,189 | 8,459 | 23,648 | |||||||||||
| Non-current liabilities: | ||||||||||||||
| Bank borrowings | 6,972 | - | 6,972 | |||||||||||
| Finance lease liabilities | 1,750 | - | 1,750 | |||||||||||
| Operating lease liabilities | 492 | - | 492 | |||||||||||
| Total non-current liabilities | 9,214 | - | 9,214 | |||||||||||
| Total liabilities | 24,403 | 8,459 | 32,862 | |||||||||||
| Shareholder’s equity: | ||||||||||||||
| Ordinary share, par value US$0.0025, 195,000,000 shares authorized, outstanding, 2,448,679# ordinary shares issued and adjusted, 67,930,983*# ordinary shares | 5 | (1), (2), (3), (6), (7) & (8) | 164 | 169 | ||||||||||
| Additional paid in capital | 9,365 | (1), (2), (3), (6), (7) & (8) | 287,379 | 296,744 | ||||||||||
| Accumulated other comprehensive income | 202 | - | 202 | |||||||||||
| Accumulated losses | (2,332 | ) | (2), (5), (6), (7) & (9) | (22,859 | ) | (25,191 | ) | |||||||
| Total shareholders’ equity | 7,240 | 264,684 | 271,924 | |||||||||||
| Total liabilities and equity | 31,643 | 273,143 | 304,786 | |||||||||||
* Assumes a 3-day VWAP of $4.39 as of September 14, 2026
# Share consolidation on April 6, 2026
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
| 1 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Financial Years Ended December 31, 2025 | Pro Forma Note Ref | Pro Forma Adjustments | Pro Forma Balances | |||||||||||
| $’000 | $’000 | $’000 | ||||||||||||
| Revenue | 12,949 | - | 12,949 | |||||||||||
| Cost of revenue | (9,695 | ) | - | (9,695 | ) | |||||||||
| Gross profit | 3,254 | - | 3,254 | |||||||||||
| Operating expenses | ||||||||||||||
| Sales and distribution expenses | (236 | ) | - | (236 | ) | |||||||||
| General and administrative expenses | (3,153 | ) | (5), (6) & (9) | (7,709 | ) | (10,862 | ) | |||||||
| Stock-based compensation | (2,399 | ) | (2) & (7) | (15,150 | ) | (17,549 | ) | |||||||
| Total operating expenses | (5,788 | ) | (22,859 | ) | (28,647 | ) | ||||||||
| Loss from operations | (2,534 | ) | (22,859 | ) | (25,393 | ) | ||||||||
| Other income (expense) | ||||||||||||||
| Interest income | 10 | - | 10 | |||||||||||
| Interest expense | (481 | ) | - | (481 | ) | |||||||||
| Gain from disposal of property and equipment | 119 | - | 119 | |||||||||||
| Write off of property and equipment | (190 | ) | - | (190 | ) | |||||||||
| Government grant | 50 | - | 50 | |||||||||||
| Loss in foreign exchange, net | (116 | ) | - | (116 | ) | |||||||||
| Other income | 326 | - | 326 | |||||||||||
| Total other expense | (282 | ) | - | (282 | ) | |||||||||
| Net loss before taxes | (2,816 | ) | (22,859 | ) | (25,675 | ) | ||||||||
| Income taxes expense | (104 | ) | - | (104 | ) | |||||||||
| Net loss | (2,920 | ) | (22,859 | ) | (25,779 | ) | ||||||||
| Weighted average number of ordinary shares outstanding – basic and diluted (‘000) | 2,449 | (1), (2), (3), (6), (7) & (8) | 65,482 | 67,931 | ||||||||||
| Net loss per ordinary share – basic and diluted ($) | (1.192 | ) | (0.349 | ) | (0.379 | ) | ||||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
| 2 |
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
1. Description of the Asset Purchase
On May 5, 2026, SKK Holdings Limited (the “Company” or “SKK”) entered into an Asset Purchase Agreement (the “APA”) with Rantizo, Inc. (“Rantizo”), a Delaware corporation, under which the Company will acquire (the “Asset Purchase”) substantially all of Rantizo’s drone-based technology assets used in agricultural spraying, seeding and monitoring for agriculture, forestry, emergency response and other commercial applications (the “Target Assets”). Shareholder approval of the Asset Purchase and related transactions, including changing the name of the Company to “Rantizo” effective after the closing of the Asset Purchase (the “Closing”), which approval was obtained at an extraordinary general meeting of the Company that was held on June 22, 2026, as was previously reported on a Form 6-K submitted to the SEC on June 24, 2026. Under the APA, the Company will pay to Rantizo a purchase price consisting of $759,047 in cash and approximately $258.8 million of newly issued Class A ordinary shares (the “Consideration Shares”), the number of which will be based on the volume weighted average price (“VWAP”) of the Class A ordinary shares on each of the three (3) trading days prior to the Closing. The Target Assets are being acquired at an approximately $258.8 million valuation. The Company received an independent third-party valuation of the Target Assets from Newbridge Securities Corporation, and such third-party valuation was part of the Company’s internal process in valuing the Target Assets. The Company has agreed to register for resale the Consideration Shares pursuant to a registration rights agreement.
The Company also agreed to grant at Closing to certain individuals in management a total number of Class A ordinary shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each of the three (3) trading days prior to Closing. Additionally, at or prior to Closing, Rantizo agreed to consummate a $10,000,000 private placement of its common shares and to deposit such proceeds in escrow until Closing. At Closing, in consideration of payment to it of the $10,000,000 from escrow, the Company agreed to issue to Rantizo an additional number of its Class A ordinary shares based on the VWAP on each of the three (3) trading days prior to Closing.
While SKK will be the legal acquirer, the acquisition will be accounted using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). The following unaudited pro forma condensed consolidated financial information gives effect to the Asset Purchase and related transactions.
2. Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions are eliminated upon consolidation. The historical financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial information to give effect to unaudited pro forma events that are:
| ● | directly attributable to the acquisition; | |
| ● | factually supportable; and | |
| ● | with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results of operations of the company. |
| 3 |
The unaudited pro forma condensed consolidated financial information was prepared using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting uses the fair value concepts defined in ASC Topic 820, “Fair Value Measurement” (“ASC 820”). Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants.
Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
The allocation of the aggregate acquisition consideration used in the preliminary unaudited pro forma condensed consolidated financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the effective time of the acquisition. The final determination of the allocation of the aggregate acquisition consideration will be based on the actual tangible and intangible assets and the liabilities of SKK at the effective time of the acquisition.
For pro forma purposes, the valuation of consideration transferred is based on, among other things, the number of SKK ordinary shares outstanding and price per share as of January 1, 2025, i.e., the price per share as of the effective date of the acquisition. The consideration transferred is based on the number of SKK ordinary shares outstanding on December 31, 2025, which could materially change from the assumptions included in this pro forma financial information.
The unaudited pro forma condensed consolidated balance sheet data gives effect to the Asset Purchase and related transactions as if they had occurred on January 1, 2025, which is expected to be consummated and effective in the third quarter of 2026.
Pursuant to the acquisition, SKK will be the legal acquirer, and the acquisition will be accounted for using the acquisition method of accounting in accordance with ASC 805.
The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not necessarily indicative of what the financial position or results of operations would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial information to give effect to unaudited pro forma events that are directly attributable to the acquisition, factually supportable and, with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results of operations of the company.
The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting under existing U.S. GAAP in accordance with Topic 805, which are subject to change. The application of acquisition accounting of SKK is dependent upon (i) the working capital positions at the closing of the acquisition and (ii) other factors such as the share price of SKK. The company will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the acquisition. The assets and liabilities of SKK and other pro forma adjustments have been measured based on various preliminary estimates using assumptions that believe are reasonable, based on information that is currently available. Accordingly, the pro forma adjustments are preliminary. Differences between these preliminary estimates and the final acquisition accounting could be significant, and these differences could have a material impact on the accompanying unaudited pro forma condensed consolidated financial information and future results of operation and financial position.
| 4 |
This unaudited pro forma condensed consolidated financial information was derived from and should be read in conjunction with the accompanying notes, as well as the following historical financial statements and the related notes of SKK as discussed below.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, gives pro forma effect to the acquisition as if the acquisition occurred on January 1, 2025 and the consolidated balance sheet information included in the unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, was derived from SKK’s audited December 31, 2025 consolidated balance sheet as set forth in its Annual Report on Form 20-F for the financial year ended December 31, 2025, as filed with the SEC on April 10, 2026.
The unaudited pro forma condensed consolidated statement of operations for the financial year ended December 31, 2025, gives pro forma effect to the acquisition as if the transaction was consummated on January 1, 2025. The information included in the unaudited pro forma condensed consolidated statement of operations for the financial year ended December 31, 2025, includes the condensed consolidated statement of operations of SKK for the financial year ended December 31, 2025, which was derived from its audited consolidated statements of operations as set forth in its Annual Report on Form 20-F for the financial year ended December 31, 2025, as filed with the SEC on April 10, 2026.
SKK management has prepared the unaudited pro forma condensed consolidated financial information for illustrative purposes only. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the financial position or results of operations in future periods or the results that actually would have been realized had been a company during the financial year.
The unaudited pro forma condensed consolidated financial information is presented solely for informational purposes and is not necessarily indicative of the consolidated results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the company. The unaudited pro forma condensed consolidated financial information does not reflect possible adjustments related to integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the company.
3. Purchase price allocation
Fair Value of Assets
The assets purchased will be accounted for as recapitalization of SKK under ASC 805, and the consideration transferred consists of the outstanding shares of ordinary share of SKK immediately prior to the Closing as noted below.
The fair value per share of SKK’s ordinary share was assumed for pro forma purposes to be based on a 3-day VWAP of $4.39 as of September 14, 2026.
| Purchase Consideration | Amounts | |||
| $’000 | ||||
| Class A ordinary shares issued (58,958,998 shares of SKK based on a 3-day VWAP of $4.39 as of September 14, 2026) | 258,830 | |||
| Cash | 759 | |||
| Total consideration | 259,589 | |||
| 5 |
Purchase Price Allocation
The following is an estimate of the allocation of the purchase price to acquired identifiable assets which includes estimated acquisition method of accounting adjustments to reflect the fair value of intangible assets acquired at the time of the acquisition:
The preliminary allocation of the purchase price to net assets is summarized below:
| Purchase Price Allocation | Amounts | |||
| $’000 | ||||
| Property and equipment | 380 | |||
| Intangible asset | 6,538 | |||
| Net tangible assets | 6,918 | |||
| Goodwill & intangible assets | 252,671 | |||
| Fair value of total estimated purchase consideration transferred | 259,589 | |||
The acquired identified intangible assets are expected to be comprised of the following:
| Description | Useful Life | Value | ||||||
| $’000 | ||||||||
| Goodwill | - | 252,671 | ||||||
| Property and equipment | 5 | 380 | ||||||
| Intangible assets | - | 6,538 | ||||||
| Total | 259,589 | |||||||
The final determination of fair value of intangible assets, as well as estimated useful lives, remains subject to change. No amortization or impairment of goodwill and intangible assets were considered in the unaudited pro forma condensed consolidated financial information.
5. Unaudited Pro Forma Condensed Consolidated Adjustments
The following provides explanations of the various adjustments to the unaudited pro forma condensed consolidated financial information:
Pro Forma Consolidated Balance Sheet Adjustments
| (1) | To reflect the assets purchased consisting of $759,047 in cash and approximately $258.8 million in shares with the conversion of the number of Class A ordinary shares based on a 3-day VWAP of $4.39 as of September 14, 2026. | |
| (2) | To reflect the conversion of the number of Class A ordinary shares of $12,000,000 based on a 3-day VWAP of $4.39 as of September 14, 2026. | |
| (3) | To reflect the issuance of an additional number of Class A ordinary shares based on a 3-day VWAP of $4.39 as of September 14, 2026 to Rantizo for a payment of $10,000,000. | |
| (4) | To reflect the preliminary purchase price allocation and recapitalization. | |
| (5) | To reflect payment of estimated transaction costs of $7,700,000 at closing. | |
| (6) | To reflect the after-the-market (ATM) program announced May 18, 2026. | |
| (7) | To reflect the SKK Holdings Limited 2026 Equity Incentive Plan for the 700,000 Class A ordinary shares announced on August 4, 2026. | |
| (8) | To reflect the registered direct offering for the 770,000 Class A ordinary shares issued announced August 18, 2026. |
Pro Forma Consolidated Statement of Operations Adjustments
| (9) | To reflect the depreciation expense of drone assets over a period of 5 years. |
| 6 |