Skyline Builders Group Holding Limited Transaction Agreement Summary

This filing details a transaction agreement entered into on April 30, 2026, between Skyline Builders Group Holding Limited (SKBL) and Cove Kaz Capital Group LLC (Cove Kaz), involving SKBL Merger Sub Inc. and Kaz Resources LLC (KRLLC). The agreement outlines a series of transactions including the formation of AIFC NewCo, a merger between KCMLLP and AIFC NewCo, a distribution of equity interests, a conversion of Cove Kaz, a sale of AIFC NewCo equity, and a contribution of receivables. Subsequently, SKBL Merger Sub will merge with SKBL, resulting in SKBL being the surviving entity. The transaction involves the conversion of SKBL securities into Pubco Class A Common Stock and Pubco Series A and B Preferred Stock. The agreement includes customary representations, warranties, and covenants, with conditions for closing such as obtaining regulatory approvals and shareholder approval from SKBL. Termination clauses are also specified. Additionally, related agreements include support agreements from SKBL shareholders, an amendment to an executive employment agreement, and a loan agreement between SKBL and Cove Kaz. The filing also contains forward-looking statements regarding the risks and uncertainties associated with the proposed transactions.