Skyline Builders Group Holding Limited Announces Pricing of a Private Placement of Preferred Shares

Core Viewpoint - Skyline Builders Group Holding Limited has announced a brokered private placement of preferred shares, raising approximately $31.59 million, which will be used for its operations and growth initiatives [1]. Group 1: Private Placement Details - The company priced a private placement of 6,318 preferred shares at a par value of $0.00001 per share, with a total gross proceeds of about $31.59 million before fees [1]. - Approximately $26.59 million of the preferred shares were issued under Regulation D to U.S. investors, while about $5 million were issued under Regulation S to non-U.S. investors [1]. - Each preferred share is convertible into Class A ordinary shares at a conversion price of $2.40 per share, with a minimum conversion price of $1.50 [1]. Group 2: Placement Agency Agreement - The company entered into a Placement Agency Agreement with Dominari Securities LLC and an Introducer Agreement with Ocean Wall Ltd., collectively referred to as the Placement Agents [2]. - The Placement Agents will receive an aggregate cash fee of 8% of the gross proceeds and non-callable warrants for 6% of the Class A ordinary shares underlying the preferred shares [2]. Group 3: Registration Rights and Closing - A Registration Rights Agreement will be established with purchasers and Placement Agents, obligating the company to file a registration statement with the SEC within 60 business days for the resale of Class A ordinary shares [3]. - The offering is expected to close on or about February 13, 2026, pending customary closing conditions [4]. Group 4: Company Overview - Skyline Builders Group Holding Limited operates as an Approved Public Works Contractor in Hong Kong, focusing on civil engineering works such as roads and drainage [7]. - The company primarily undertakes public sector infrastructure projects and private sector residential and commercial developments [7].