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 ~~November~~October 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

AsEntry ~~previously disclosed, Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company”), entered~~ into a ~~securities~~Material ~~purchase~~Definitive ~~agreement dated October 28, 2025 (the “Purchase~~ Agreement~~”) with certain accredited investors in a brokered private placement (the “Private~~ Placement”) of (i) 17,370,909 Class A ordinary shares, par value $0.00001 per share (each, a “Class A Ordinary Share”) (and/or prefunded warrants in lieu of Class A Ordinary Shares (the “Pre-funded Warrants”)), and (ii) 17,370,909 Class A Ordinary Share Purchase Warrants to purchase Class A Ordinary Shares (the “Ordinary Warrants”).

~~The~~On ~~Private~~October ~~Placement closed on November 3~~31, 2025., ~~The~~Skyline Builders ~~Class~~Group AHolding ~~Ordinary Shares~~Limited, ~~(and/or~~a ~~Prefunded~~Cayman ~~Warrants)~~Islands ~~were~~exempted ~~issued~~company ~~together~~ with ~~the~~limited ~~Ordinary~~liability ~~Warrants at~~ (the ~~closing.~~“Company”), ~~The~~entered ~~purchase~~into ~~price~~a ~~for each Class A~~subscription ~~Ordinary Share~~ and ~~accompanying~~unit ~~Ordinary~~purchase ~~Warrant~~agreement ~~was~~(the ~~$1.375.~~“Subscription ~~The~~Agreement”) ~~purchase~~with ~~price~~a ~~for~~limited ~~each~~liability ~~Pre-funded~~company ~~Warrant~~engaged ~~and~~in ~~accompanying~~the ~~Ordinary~~critical minerals ~~Warrant~~space ~~was~~(the ~~US$1.3749~~“LLC”), ~~which~~pursuant ~~equals~~to which the ~~purchase~~Company ~~price~~subscribed offor aan ~~Class~~approximate A20% ~~Ordinary~~membership ~~Share~~interest ~~and~~in ~~Ordinary Warrant, less~~ the ~~US$0.0001~~LLC ~~exercise~~for ~~price~~a subscription price of ~~the Pre-funded Warrant~~$20,000,000.

~~Each~~The ~~Pre-funded~~foregoing ~~Warrant~~summary isof the ~~immediately~~Subscription ~~exercisable~~Agreement ~~upon~~does ~~issuance~~not purport to ~~acquire~~be ~~one~~complete ~~Class~~and ~~A Ordinary Share for US$0.0001 until fully exercised. Each Ordinary Warrant~~ is ~~immediately~~subject ~~exercisable upon issuance~~ to ~~purchase one Class A Ordinary Share for US$1.50 per share~~ and ~~will~~is ~~expire~~qualified onin ~~the fifth anniversary of~~ its ~~issuance.~~entirety ~~The~~by ~~exercise~~the ~~price~~copy of ~~the~~such ~~Pre-funded~~document filed ~~Warrants~~as ~~and~~Exhibit ~~Ordinary~~10.1 ~~Warrants are subject~~ to ~~customary~~this ~~adjustments~~Current ~~for~~Report ~~stock~~on ~~splits, recapitalizations,~~Form ~~reorganizations~~6-K and ~~similar~~incorporated ~~transactions~~herein by reference.

~~The~~New ~~gross~~Strategic ~~proceeds~~Direction offor the ~~Private Placement were approximately $23,885,000, before deducting placement agent fees and other offering expenses payable by the~~ Company~~. The Company intends to use the net proceeds from the Private Placement for general working capital and other general corporate purposes.~~

InThe ~~connection~~entry ~~with the Private Placement, the Company also entered~~ into ~~a Placement Agency Agreement, dated October 28, 2025 (~~the ~~“Placement Agency~~Subscription Agreement~~”),~~ ~~with~~represents ~~Dominari Securities LLC, Revere Securities LLC, and Pacific Century Securities, LLC (collectively,~~ the ~~“Placement~~ ~~Agents”),~~start ~~pursuant~~of toa ~~which~~new ~~Dominari~~strategic ~~Securities~~direction ~~LLC,~~by ~~Revere Securities LLC and Pacific Century Securities acted as co-placement agents for~~ the ~~Private Placement. As compensation for their services, the~~ Company ~~paid~~into the ~~Placement~~critical ~~Agents~~materials ~~a cash~~space. ~~fee~~The ~~equal~~Company toseeks ~~eight percent (8%) of the aggregate gross proceeds of the Private Placement and issued~~ to ~~the Placement Agents (or~~become ~~their~~a ~~designees)~~highly ~~non-callable~~strategic ~~warrants~~supplier ~~(the “Placement Agent Warrants”) exercisable for an aggregate~~ of ~~1,389,673~~critical ~~Class A~~minerals ~~Ordinary~~and ~~Shares~~nuclear ~~(representing~~fuels 8%with ofseveral ~~the~~potential ~~number~~acquisitions ~~of Class A Ordinary Shares~~ and~~/or~~ ~~Pre-funded~~strategic ~~Warrants~~partnerships ~~sold in the Private Placement) at an exercise price of $1~~identified.~~375 per share, subject to customary adjustments for stock splits, recapitalizations,~~ ~~reorganizations and similar transactions.~~ The ~~Placement~~Company ~~Agent~~will ~~Warrants~~focus ~~were issued~~ on ~~November~~supplying 3,customers ~~2025~~in at the ~~closing~~United ~~and~~States ~~are immediately~~preferentially ~~exercisable~~over ~~upon~~customers ~~issuance~~in ~~and~~other ~~expire~~regions onto ~~the~~ensure ~~fifth~~that ~~anniversary~~US ~~date of issuance. In addition, pursuant to the Placement~~customers ~~Agent~~have ~~Agreement,~~access ~~the Company has agreed~~ to ~~pay~~ the ~~Placement~~critical ~~Agents~~materials athey ~~cash fee equal to eight percent (8%) of the gross proceeds received by the Company from the cash exercise of the Ordinary Warrants~~require.

OnThe ~~October 28, 2025, the~~ Company ~~also~~ ~~entered~~issued ~~into~~ a ~~Registration~~press release ~~Rights~~on ~~Agreement~~November ~~with the Purchasers and the Placement Agents~~6, ~~pursuant~~2025 toannouncing ~~which~~ the ~~Company~~signing ~~has~~of ~~agreed to file a registration statement on Form F-1 (or other suitable form) with~~ the ~~U.S.~~Subscription ~~Securities~~Agreement and ~~Exchange Commission (~~the ~~“SEC”) within~~Company’s ~~seven~~new ~~(7)~~strategic ~~business~~direction ~~days following the closing for the resale of the Class A Ordinary Shares and~~into the ~~shares~~critical ~~underlying~~materials ~~the Pre-Funded Warrants~~space, ~~the Ordinary Warrants,~~ and ~~the~~is ~~Placement~~furnished ~~Agent~~as ~~Warrants~~Exhibit 99.1.

OnAppointment ~~November 3, 2025, in connection with the closing~~ of ~~the~~Executive Private Placement, each officer and director of the Company and shareholder beneficially owning ten percent (10%) or more of the Company’s outstanding Class A Ordinary Shares entered into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which they agreed not to sell, transfer or otherwise dispose of any their Class A Ordinary Shares (or any securities convertible into, exercisable for, or exchangeable for Class A Ordinary Shares for a period of one hundred eighty (180) days following the later of the closing date or effective date of the Registration Statement filed pursuant to the Registration Rights Agreement.Chairman

~~The~~On ~~securities~~November ~~issued and sold by the Company in the Private Placement~~5, ~~including the underlying Class A Ordinary Shares~~2025, ~~have not been registered under~~ the ~~Securities~~board ~~Act~~ of ~~1933,~~directors asof ~~amended (~~the ~~“Securities~~Company ~~Act”),~~appointed orMr. ~~any~~Paul ~~state~~E. ~~securities~~Mann ~~laws,~~as ~~and may not be offered or sold in~~ the ~~United States~~Executive ~~absent~~Chairman, ~~registration~~effective ~~with~~January ~~the~~1, ~~SEC or an applicable exemption from the registration requirements of the Securities Act and such state securities laws~~2026.

~~The~~Paul ~~foregoing~~E. ~~summaries~~Mann co-founded ASP Isotopes Inc. in September 2021 and has served as the Chairman and Chief Executive Officer and a member of its board of directors of ASP Isotopes Inc. since incorporation. Paul also served as the ~~Ordinary~~Chief ~~Warrant~~Financial Officer of ASP Isotopes Inc. until September 2022. Prior to ASPI, ~~Pre-funded~~Paul ~~Warrant~~was Chief Financial Officer of PolarityTE, Inc., a biotechnology company, from June 2018 until ~~Placement~~April ~~Agent~~2020. ~~Warrants~~Prior to that, ~~Securities~~he ~~Purchase~~was ~~Agreement~~responsible for Healthcare investments at DSAM Partners LLC, ~~Registration~~a ~~Rights~~global ~~Agreement~~hedge fund. Earlier in his career, he ~~Placement~~was ~~Agency~~a ~~Agreement~~portfolio manager at Highbridge Capital where he managed investments in healthcare and ~~Lock-Up~~biotechnology. ~~Agreement~~Prior to Highbridge Capital, dofrom ~~not~~August ~~purport~~2013 to beMarch ~~complete~~2016, ~~and~~he ~~are~~worked ~~subject~~at toSoros ~~and~~Fund ~~are~~Management ~~qualified~~where inhe ~~their~~was ~~entirety~~responsible byfor ~~copies~~billions of ~~such~~dollars ~~documents~~of ~~filed~~investments asin healthcare ~~Exhibits~~and 4chemicals companies.1 During his career as a healthcare and chemicals investor, Paul has helped create and fund numerous 4early stage and start-up companies.2 Prior to moving to the buy-side, 4Paul spent 11 years as a sell-side analyst at Morgan Stanley and Deutsche Bank.3 He co-managed the healthcare research team at Morgan Stanley, ~~10.1~~one of the top ranked teams in Institutional Investor, 10Greenwich and Reuters.2, 10He was also corporate broker to over half the UK Pharmaceutical Companies.3 Paul started his career as a research scientist at Procter and 10Gamble and he is named as the inventor of numerous skin creams in the Oil of Olay range of cosmetics.4 Between 2000 and 2023 he was a nonexecutive, ~~respectively~~independent todirector ~~this~~at ~~Current~~Abeona ~~Report~~Therapeutics (NASDAQ: ABEO), where he was the chair of the audit committee, and he is currently a director at Healthtech Solution Inc. (OTC: HLTT), where he is chairman of the board and serves on ~~Form~~the 6audit committee. He was the co-Kfounder and ~~are~~Chairman ~~incorporated~~of ~~herein~~Varian byBiopharma, ~~reference~~a private biotechnology company focused on precision oncology until its sale in 2023. Paul has an MA (Cantab) and an MEng from Cambridge University, UK where he studied Natural Sciences and Chemical Engineering and he is a CFA charter holder.

~~The~~We ~~Company~~believe ~~issued~~Mr. aPaul ~~press~~E. ~~release~~Mann is onqualified ~~November~~to 3,serve ~~2025~~as ~~announcing~~our ~~the closing~~Executive Chairman because of ~~the~~his ~~Private~~extensive ~~Placement~~experience in executive leadership, ~~and~~corporate isfinance, ~~furnished~~as well as ~~Exhibits~~his 99background in investment management and corporate governance.1.

On November 5, 2025, the Company entered into an executive employment agreement with Mr. Paul E. Mann, effective January 1, 2026, pursuant to which Mr. Mann will serve as Executive Chairman, receive an annual base salary of $360,000 and is be eligible for additional board fees and incentive compensation.

On November 5, 2025, the Company entered into an indemnification agreement with Mr. Paul E. Mann, effective January 1, 2026, pursuant to which the Company agreed to provide certain indemnification rights to Mr. Mann in connection with his appointment as Executive Chairman effective January 1 2026.

The foregoing summary of the executive employment agreement and indemnification agreements does not purport to be complete and is subject to and is qualified in its entirety by copies of such documents filed as Exhibit 10.2 and 10.3, respectively, to this Current Report on Form 6-K and are incorporated herein by reference.

Exhibits

Exhibit No.		Description
4.1		Form of Class A Ordinary Share Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by the Registrant with the SEC on October 29, 2025)
10.1*+		Subscription and Unit Purchase Agreement dated October 31, 2025
4.2		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by the Registrant with the SEC on October 29, 2025)
10.2*		Executive Employment Agreement dated November 5, 2025
4.3*		Form of Placement Agent Warrant
10.3*		Indemnification Agreement dated November 5, 2025
10.1		Securities Purchase Agreement dated October 28, 2025 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by the Registrant with the SEC on October 29, 2025)
99.1**		Press Release dated November 6, 2025
10.2		Registration Rights Agreement dated October 28, 2025 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed by the Registrant with the SEC on October 29, 2025)
10.3		Placement Agency Agreement dated October 28, 2025 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by the Registrant with the SEC on October 29, 2025)
10.4		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by the Registrant with the SEC on October 29, 2025)
99.1**		Press Release dated November 3, 2025

*	Filed herewith.

**	Furnished herewith.

Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the registrant has determined that the information is not material and is the type that the registrant treats as private or confidential.

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.

	Skyline Builders Group Holding Limited
Date: November 3, 2025	By:	/s/ Ngo Chiu Lam
Date: November 6, 2025	By:	/s/ Ngo Chiu Lam
	Name:	Ngo Chiu, LAM
	Title:	Chairman of the Board, Chief Executive Officer and Director

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