Skyline Builders Group Holding Ltd-A美股招股说明书(2025-03-05版)

7,686,450ClassAOrdinary Shares Thisprospectus relates to the resale by the selling shareholders(the“SellingShareholders”)named in this prospectus from time to time up to 7,686,450 of ourClassA Ordinary Shares,par value of US$0.00001 per share(the“Class A OrdinaryShares”). Ourregistration of the Class A Ordinary Shares covered by this prospectus does notmeanthat the Selling Shareholders will offer or sell any of such Class A OrdinaryShares. The Selling Shareholders named in this prospectus, or their donees, pledgees,transfereesor other successors-in-interest,may resell the Class A Ordinary Sharescoveredby this prospectus through public or private transactions at prevailingmarketprices,at prices related to prevailing market prices or at privatelynegotiatedprices.For additional information on the possible methods of sale thatmaybe used by the Selling Shareholders,you should refer to the section of thisprospectus entitled “Plan of Distribution.” Weare not selling any securities under this prospectus and will not receive any oftheproceeds from the sale of Class A Ordinary Shares by the Selling Shareholdersnamedin this prospectus.All net proceeds from the sale of the Class A OrdinaryShares covered by this prospectus will go to the Selling Shareholders. AllClass A Ordinary Shares subject to resale hereunder have been issued by us andacquired by the Selling Shareholders from Supreme Development (BVI) Holdings Limited,aprincipal shareholder of the Company,in certain private transactions in June 2024priorto the Company’s initial public offering in January 2025.No underwriter orotherperson has been engaged to facilitate the sale of the Class A Ordinary Sharesinthis offering.We will bear all costs,expenses and fees in connection with theregistrationof the Class A Ordinary Shares.The Selling Shareholders will bear allcommissionsand discounts,if any,attributable to their respective sales of ourClass A Ordinary Shares. OurClass A Ordinary Shares are traded on The Nasdaq Capital Market under the symbol“SKBL”.On February 25,2025,the reported sales price of our Class A OrdinaryShares on The Nasdaq Capital Market was US$9.24 per share. Immediatelyafter this Offering,Mr.Ngo Chiu Lam,our Director and Chief ExecutiveOfficer,will,through his wholly owned entity Supreme Development(BVI)HoldingsLimited,continue to own approximately 66.66%of our outstanding ClassAOrdinarySharesand 1,995,000 ClassBOrdinary Shares,representing 86.19%of the aggregatetotalvoting power of our total issued and outstanding share capital.We will remaina“controlled company”within the meaning of rule 5615(c)ofNasdaq Stock MarketLLC(“NasdaqListingRules”).Seesectiontitled“ProspectusSummary—Implications of Being a Controlled Company”. Wehave a dual class ordinary share structure.Our Ordinary Shares are divided intoClassAOrdinary Shares and ClassBOrdinary Shares.Each ClassAOrdinary Shareshallentitle the holder thereof to one(1)vote on all matters subject to vote atgeneralmeetings of the Company,and each ClassBOrdinary Share shall entitle theholderthereof to twenty(20)voteson all matters subject to vote at generalmeetingsof the Company.In no event shall ClassAOrdinary Shares be convertibleintoClassBOrdinary Shares.In no event shall ClassBOrdinary Shares beconvertibleintoClassAOrdinaryShares.See“DescriptionofShareCapital—Ordinary Shares” for more details regarding our Class A Ordinary Sharesand ClassB Ordinary Shares. Asof the date of this prospectus,28,230,000 Class A Ordinary Shares and 1,995,000ClassB Ordinary Shares were issued and outstanding.A shareholder must keep morethan1,703,250 Class B Ordinary Shares to control 50%of the voting right of theCompany and control the outcome of matters submitted to shareholders for approval. Providedthat such transfer complies with applicable Nasdaq Listing Rules,ourshareholdersmay freely transfer shares(including Class B Ordinary Shares)toanotherperson by completing an instrument of transfer in a common form or in a formprescribedby the Nasdaq Listing Rules or in any other form approved by ourdirectors,executed where the Shares are Fully Paid,by or on behalf of thatshareholder;and where the Shares are partly paid,by or on behalf of that shareholderand the transferee.Where the shares of any class in question are notlistedon any stock exchange or subject to the rules of any stock exchange,ourdirectors may in their absolute discretion decline to register any transfer Table of Contents ofsuch shares which are not fully paid up or on which our Company has a lien.Thereisno restriction for potential future issuances of Class B Ordinary Shares.If suchoccurred,Class A shareholders’shareholding will be diluted.There is no sunsetprovisionsto limit the lifespan of the Class B Ordinary Shares and death of a ClassBshareholder or intra-family transfers of Class B Ordinary Shares would not requireconversion of the Class B Ordinary Shares. Investingin the ClassAOrdinary Shares involves a high degree of risk.Seesectiontitled“Ri