Skyline Builders Group Holding Limited filed a Form 6-K on November 2, 2026, disclosing that on November 1, 2026, it entered into a binding term sheet with Cove Kaz Capital Group LLC and related parties covering a proposed direct listing, a private placement, a corporate reorganization, and the concurrent termination of a prior transaction agreement.

Key Highlights

  • Binding Term Sheet signed: Skyline Builders entered into a binding term sheet with Cove Kaz Capital Group LLC ("CKCG"), Kaz Resources LLC, and an investor on November 1, 2026.
  • Private placement terms: The Term Sheet contemplates a private placement of 4,000,000 shares of Class A common stock or equivalent units at $8.00 per share or unit, for an aggregate purchase price of $32 million.
  • Skyline to receive 63,994,955 CKCG shares: The Company is to receive 63,994,955 shares of CKCG Class A common stock, representing approximately 26% of CKCG's equity immediately prior to the proposed direct listing, before any employee stock option plan of up to 10% of fully diluted capitalization.
  • Skyline Loan amendments: The Term Sheet provides for amendments to the previously announced $45.0 million convertible loan agreement dated June 1, 2026, including setting maturity at 15 business days after termination of the Term Sheet.
  • Prior transaction agreement terminated: Concurrently, the Company and CKCG entered into a termination agreement, effective immediately, terminating the transaction agreement dated April 30, 2026, which the filing states is "of no further force or effect."
  • Ticker symbol change agreed: The Company agreed to change its ticker symbol and release the "KAZR" symbol within 15 days of the Term Sheet date, after which CKCG will have the right to reserve it.

Skyline Builders and CKCG Outline Path to Direct Listing and Corporate Reorganization

According to the filing, the Term Sheet sets forth the terms of CKCG's proposed pursuit of a direct listing of its Class A common stock on the Nasdaq Stock Market or New York Stock Exchange. The filing also discloses that CKCG is to be reorganized into a Delaware corporation to be known as "Kaz Resources Inc." prior to the proposed direct listing. Skyline Builders Group Holding Limited is listed on NASDAQ under the symbol KAZR, and the company has agreed to release that symbol within 15 days of the Term Sheet's execution date of November 1, 2026.

The filing describes how Skyline would receive the 63,994,955 CKCG Class A shares through two steps: the distribution of CKCG shares held by Kaz Resources LLC in exchange for the redemption of 100% of the Company's equity in Kaz Resources, and an issuance by CKCG of shares in exchange for cancellation of all amounts due under the $45.0 million Skyline Loan and termination of the related note. The filing states these shares will be "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended, and that the parties have agreed to register their subsequent distribution by Skyline to its shareholders on a pro rata basis in the direct listing registration statement.

The filing cautions that "the contemplated transactions remain subject to receipt of requisite regulatory approvals" and that the proposed financing "remains subject to its due diligence and definitive documentation conditions." The filing states explicitly: "There can be no assurance that the transactions described in the Term Sheet will be completed." The Term Sheet may be terminated by written consent of all parties. The Company issued a press release on November 2, 2026, announcing the termination of the prior transaction agreement and certain material provisions of the Term Sheet, furnished as Exhibit 99.1.

What Was Disclosed

Skyline Builders Group Holding Limited reported the execution of a binding term sheet with CKCG on November 1, 2026, covering a proposed direct listing, a $32 million private placement, a corporate reorganization, amendments to a $45.0 million loan, and the termination of a prior April 30, 2026 transaction agreement.