424B5 1 form424b5.htm 424B5

Prospectus Supplement		Filed Pursuant to Rule 424(b)(5)
(to Prospectus dated May 18, 2026)		Registration No. 333-295547

Up to $5,540,009

Class A Ordinary Shares

SKK Holdings Limited

SKK Holdings Limited (the “Company” or “we” or “our” or “us”) has entered into a sales agreement (the “Sales Agreement”), dated May 18, 2026, with A.G.P./Alliance Global Partners (“A.G.P.” or the “Sales Agent”) relating to the Class A ordinary shares, each with par value of $0.0025, (the “Class A ordinary shares”), offered by this prospectus supplement. Under this prospectus supplement, we may offer and sell having an aggregate offering price of up to $5,540,009 from time to time through or to A.G.P., acting as Sales Agent or principal, in accordance with the Sales Agreement.

Sales of the Class A ordinary shares, if any, under this prospectus supplement and the accompanying base prospectus may be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market LLC (the “Nasdaq”), the existing trading market for our Class A ordinary shares, or any other existing trading market in the Unites States for our Class A ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. A.G.P. is not required to sell any specific number or dollar amount of Class A ordinary shares, but will act as Sales Agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We will pay A.G.P. a commission of up to 3.0% of the gross sales price per Class A ordinary shares issued by us and sold through it as our Sales Agent under the Sales Agreement. In connection with the sale of Class A ordinary shares on our behalf, A.G.P. may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of A.G.P. may be deemed to be underwriting commissions or discounts. We provide more information about how the Class A ordinary shares will be sold in the section entitled “Plan of Distribution.”

Our Class A ordinary shares are listed on Nasdaq under the symbol “SKK.” On May 14, 2026, the last reported sale price of our Class A ordinary shares was $3.39 per Class A ordinary share.

The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates as of the date of this prospectus supplement was $16,620,027, based on 1,363,415 Class A ordinary shares outstanding, approximately 1,363,415 of which were held by non-affiliates, and a per Class A Share price of $12.19 based on the closing sale price of our Class A ordinary shares on May 4, 2026, which is the highest closing sale price of our Class A ordinary shares on Nasdaq within the prior 60 days. During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold none of our securities pursuant to General Instruction I.B.5 of Form F-3. Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.5 of Form F-3 to offer and sell Class A ordinary shares having an aggregate offering price of up to $5,540,009. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, the accompanying prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Sole Sales Agent

A.G.P.

The date of this prospectus supplement is May 18, 2026.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

	Page

ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
PROSPECTUS SUPPLEMENT SUMMARY	S-2
THE OFFERING	S-3
RISK FACTORS	S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-7
USE OF PROCEEDS	S-8
DIVIDEND POLICY	S-9
CAPITALIZATION	S-10
DILUTION	S-11
PLAN OF DISTRIBUTION	S-12
LEGAL MATTERS	S-13
EXPERTS	S-13
WHERE YOU CAN FIND ADDITIONAL INFORMATION	S-13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	S-13

S-i

TABLE OF CONTENTS

PROSPECTUS

ABOUT THIS PROSPECTUS	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
THE COMPANY	3
RISK FACTORS	3
OFFER STATISTICS AND EXPECTED TIMETABLE	3
CAPITALIZATION AND INDEBTEDNESS	4
USE OF PROCEEDS	4
INTERESTS OF EXPERTS AND COUNSEL	4
MARKETS	4
OFFER AND LISTING	5
THE SECURITIES THAT WE MAY OFFER	5
DESCRIPTION OF ORDINARY SHARES	5
DESCRIPTION OF DEBT SECURITIES	6
DESCRIPTION OF RIGHTS	16
DESCRIPTION OF WARRANTS	16
DESCRIPTION OF UNITS	17
PLAN OF DISTRIBUTION	18
DILUTION	19
EXPENSES OF ISSUANCE AND DISTRIBUTION	20
SHARES	20
ADDITIONAL INFORMATION	20
LEGAL MATTERS	20
EXPERTS	20
WHERE YOU CAN FIND MORE INFORMATION	21
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	21
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES	22

S-ii

Class A ordinary shares offered by us		Shares of our Class A ordinary shares having an aggregate offering price of up to $5,540,009 pursuant to the Sales Agreement.

Class A ordinary shares currently outstanding		1,363,415 shares

Class A ordinary shares to be outstanding immediately after this offering		Up to 2,997,635 shares, assuming sales at a sales price of $3.39 per share, which was the closing sale price on Nasdaq on May 14, 2026. The actual number of shares of Class A ordinary shares outstanding following this offering will vary depending on several factors, including whether we elect to sell shares pursuant to this offering and the price at which the shares may be sold from time to time during this offering.

Manner of Offering		An “at-the-market” offering that may be made from time to time through or to the Sales Agent. See the section titled “Plan of Distribution.”

Use of proceeds		We currently intend to use the net proceeds from this offering primarily for general corporate purposes, including working capital, operating expenses and capital expenditures. See the section titled “Use of Proceeds.”

Risk factors		An investment in our securities involves a high degree of risk. You should read the section titled “Risk Factors,” in this prospectus supplement and in the documents incorporated by reference into this prospectus supplement for a discussion of factors to consider before deciding to purchase shares of our Class A ordinary shares.

Nasdaq ticker symbol		“SKK.”

	●	fluctuations in our revenues, earnings and cash flow;
	●	changes in financial estimates by securities analysts;
	●	additions or departures of key personnel;
	●	release of lock-up or other transfer restrictions on our issued and outstanding equity securities or sales of additional equity securities; and
	●	potential litigation or regulatory investigations.

	●	on an actual basis; and

	●	on a pro forma as adjusted basis to reflect (i) the above; (ii) the effect to a 10 to 1 share consolidation that was effected on March 30, 2026 that changed the par value from $0.00025 to $0.0025; and (iii) the issuance and sale of 1,634,220 Class A Shares in this offering at offering price of $3.39 per Class A Share (which was the last reported sale price on May 14, 2026), after deducting commissions and estimated offering expenses payable by us.

Shareholders’ Equity	Actual			As adjusted
	$’000			$’000

Class A ordinary shares, $0.0025 par value; authorized 190,000,000 shares; (Actual: 1,363,415 shares) (As adjusted: 2,997,635) issued and outstanding		2			6
Class B ordinary shares, $0.0025 par value; authorized 5,000,000 shares; (Actual: 1,085,264) (As adjusted: 1,085,264) shares issued and outstanding		3			3
Preferred shares, $0.0025 par value; authorized 5,000,000 shares; no shares issued or outstanding		-			-
Additional paid-in capital		9,365			14,512
Accumulated other comprehensive loss		202			202
Retained earnings		(2,332	)		(2,332	)

Total Shareholders’ Equity		7,240			12,391

Indebtedness		8,927			8,927

Total Capitalization		16,167			21,318

Offering price per share			$	3.39
Net tangible book value per share of ordinary shares as of December 31, 2025	$	2.96
Increase in net tangible book value per share of ordinary shares attributable to sale of shares of Class A ordinary shares in this offering		0.07

As adjusted net tangible book value per share of ordinary shares after this offering			$	3.03

Dilution per share of ordinary shares to new investors			$	0.36

	●	our Annual Report on Form 20-F for the financial year ended December 31, 2025 filed on April 10, 2026;

	●	our Reports on Form 6-K furnished on April 1, 2026, April 2, 2026 (amending a Form 6-K filed on October 14, 2025), April 20, 2026 and May 5, 2026; and

	●	the description of our Class A ordinary shares contained in our Registration Statement on Form 8-A filed on October 7, 2024, and any amendment or report subsequently filed for the purpose of updating such description.

	●	our goals and strategies;

	●	our business development, financial condition and results of operations;

	●	our anticipated business activities and the expected impact of these actions on our results of operations and financial condition;

	●	expected changes in our revenues and certain costs or expenses;

	●	the demand for, and market acceptance of, our products and services;

	●	changes in our relationships with its major customers;

	●	political, regulatory or economic changes in Singapore that affect us, including inflation, labor laws and worker relations, changing governmental rules and regulations, and structural factors affected manufacturing operators in general; and

	●	general economic and business conditions affecting our major customers.

	As of December 31, 2025
	$’000

INDEBTEDNESS		8,927

EQUITY:
Class A ordinary shares, $0.0025 par value; authorized 190,000,000 shares; *1,363,415 shares issued and outstanding		2
Class B ordinary shares, $0.0025 par value; authorized 5,000,000 shares; *1,085,264 shares issued and outstanding		3
Preferred shares, $0.0025 par value; authorized 5,000,000 shares; no shares issued or outstanding		-
Additional paid in capital		9,365
Accumulated deficit		(2,332	)
Accumulated other comprehensive income		202

Total shareholders’ equity		7,240

Total capitalization		16,167

	●	Class A ordinary shares, par value $0.0025 per share (as may be consolidated and subdivided from time to time);

	●	debt securities;

	●	warrants to purchase Class A ordinary shares; and

	●	any combination of Class A ordinary shares and warrants as units.

	●	the number of Class A ordinary shares we are offering;

	●	the purchase price per share;

	●	whether the Class A ordinary shares are or may be materially limited or qualified by the rights evidenced by any other class of securities or by the provisions of any contract or other document; and

	●	any other material terms of the offering.

	●	the title of the debt securities and whether they are subordinated debt securities or senior debt securities;

	●	any limit on the aggregate principal amount of the debt securities;

	●	the ability to issue additional debt securities of the same series;

	●	the price or prices at which we will sell the debt securities;

	●	the maturity date or dates of the debt securities on which principal will be payable;

	●	the rate or rates of interest, if any, which may be fixed or variable, at which the debt securities will bear interest, or the method of determining such rate or rates, if any;

	●	the date or dates from which any interest will accrue or the method by which such date or dates will be determined;

	●	the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended;

	●	whether the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more

	●	currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments;

	●	the dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date;

	●	the place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered to or upon us pursuant to the indenture;

	●	if we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;

	●	our obligation, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation;

	●	the denominations in which the debt securities will be issued, if other than denominations of $1,000 and integral multiples of $1,000;

	●	the portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in connection with an event of default (as described below), if other than the full principal amount;

	●	the currency, currencies or currency unit in which we will pay the principal of (and premium, if any) or interest, if any, on the debt securities, if not United States dollars;

	●	provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events;

	●	any deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable indenture;

	●	any limitation on our ability to incur debt, redeem shares, sell our assets or other restrictions;

	●	the application, if any, of the terms of the indenture relating to defeasance and covenant defeasance (which terms are described below) to the debt securities;

	●	whether the subordination provisions summarized below or different subordination provisions will apply to the debt securities;

	●	the terms, if any, upon which the holders may convert or exchange the debt securities into or for our ordinary shares or other securities or property;

	●	whether any of the debt securities will be issued in global form and, if so, the terms and conditions upon which global debt securities may be exchanged for certificated debt securities;

	●	any change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an event of default;

	●	the depository for global or certificated debt securities;

	●	any special tax implications of the debt securities;

	●	any Cayman Islands tax consequences applicable to the debt securities, including any debt securities denominated and made payable, as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies;

	●	any trustees, authenticating or paying agents, transfer agents or registrars, or other agents with respect to the debt securities;

	●	any other terms of the debt securities not inconsistent with the provisions of the indentures, as amended or supplemented;

	●	to whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security will be paid if other than in the manner provided in the applicable indenture;

	●	if the principal of or any premium or interest on any debt securities of the series is to be payable in one or more currencies or currency units other than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined);

	●	the portion of the principal amount of any securities of the series which shall be payable upon declaration of acceleration of the maturity of the debt securities pursuant to the applicable indenture if other than the entire principal amount; and

	●	if the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such securities as of any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined).

	●	the principal of (and premium, if any) and interest due on our indebtedness for borrowed money and indebtedness evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

	●	all of our capital lease obligations or attributable debt (as defined in the indentures) in respect of sale and leaseback transactions;

	●	all obligations representing the balance deferred and unpaid of the purchase price of any property or services, which purchase price is due more than six (6) months after the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued expense or trade payable or any similar obligation to trade creditors;

	●	all of our obligations in respect of interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; other agreements or arrangements designed to manage interest rates or interest rate risk; and other agreements or arrangements designed to protect against fluctuations in currency exchange rates or commodity prices;

	●	all obligations of the types referred to above of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise; and

	●	all obligations of the types referred to above of other persons secured by any lien on any property or asset of ours (whether or not such obligation is assumed by us).

	●	any indebtedness which expressly provides that such indebtedness shall not be senior in right of payment to the subordinated debt securities, or that such indebtedness shall be subordinated to any other of our indebtedness, unless such indebtedness expressly provides that such indebtedness shall be senior in right of payment to the subordinated debt securities;

	●	any of our obligations to our subsidiaries or of a subsidiary guarantor to us or any other of our other subsidiaries;

	●	any liability for federal, state, local or other taxes owed or owing by us or any subsidiary guarantor,

	●	any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

	●	any obligations with respect to any share capital;

	●	any indebtedness incurred in violation of the indenture, provided that indebtedness under our credit facilities will not cease to be senior indebtedness under this bullet point if the lenders of such indebtedness obtained an officer’s certificate as of the date of incurrence of such indebtedness to the effect that such indebtedness was permitted to be incurred by the indenture; and

	●	any of our indebtedness in respect of the subordinated debt securities.

	●	we default for 30 consecutive days in the payment when due of interest on the debt securities;

	●	we default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the debt securities;

	●	our failure to observe or perform any other of our covenants or agreements with respect to such debt securities for 60 days after we receive notice of such failure;

	●	certain events of bankruptcy, insolvency or reorganization of the Company; or

	●	any other event of default provided with respect to securities of that series.

	●	reduce the principal amount of debt securities whose holders must consent to an amendment, supplement or waiver;

	●	reduce the principal of or change the fixed maturity of any debt security or, except as provided in any prospectus supplement, alter or waive any of the provisions with respect to the redemption of the debt securities;

	●	reduce the rate of or change the time for payment of interest, including default interest, on any debt security;

	●	waive a default or event of default in the payment of principal of or interest or premium, if any, on, the debt securities (except a rescission of acceleration of the debt securities by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities and a waiver of the payment default that resulted from such acceleration);

	●	make any debt security payable in money other than that stated in the debt securities;

	●	make any change in the provisions of the applicable indenture relating to waivers of past defaults or the rights of holders of the debt securities to receive payments of principal of, or interest or premium, if any, on, the debt securities;

	●	waive a redemption payment with respect to any debt security (except as otherwise provided in the applicable prospectus supplement);

	●	except in connection with an offer by us to purchase all debt securities, (1) waive certain events of default relating to the payment of dividends or (2) amend certain covenants relating to the payment of dividends and the purchase or redemption of certain equity interests;

	●	make any change to the subordination or ranking provisions of the indenture or the related definitions that adversely affect the rights of any holder; or

	●	make any change in the preceding amendment and waiver provisions.

	●	we deliver to the trustee notice from DTC that it is unwilling or unable to continue to act as depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by us within 120 days after the date of such notice from DTC;

	●	we in our sole discretion determine that the debt securities (in whole but not in part) should be exchanged for definitive debt securities and deliver a written notice to such effect to the trustee; or

	●	there has occurred and is continuing a default or event of default with respect to the debt securities.

	●	the title of the warrants;

	●	the Class A ordinary shares for which the warrants are exercisable;

	●	the price at which the warrants will be issued and the exercise price of the warrants;

	●	the aggregate number of warrants offered;

	●	the number of Class A ordinary shares that may be purchased upon the exercise of each warrant;

	●	whether the warrants are being offered separately or as a part of units consisting of Class A ordinary shares or warrants to purchase additional Class A ordinary shares;

	●	the terms of any right by us to redeem the warrants;

	●	the date on which the right to exercise the warrants will commence and the date on which this right will expire;

	●	the procedures for exercising the warrants;

	●	the terms on which the warrants may be amended;

	●	the terms of any adjustments in the warrant exercise price and the number of Class A ordinary shares purchasable upon the exercise of each warrant to be made in certain events, including the issuance of a share dividend to holders of Class A ordinary shares or a share split, reverse share split, consolidation, subdivision or reclassification of Class A ordinary shares;

	●	the effect on the warrants of our merger or consolidation with another entity or our sale of all or substantially all of our assets;

	●	the maximum or minimum number of warrants which may be exercised at any time; and

	●	the material United States federal income tax consequences applicable to the warrants and their exercise.

	●	the price of each unit;

	●	the securities comprising each unit;

	●	the exercise price of the warrants comprising part of the units;

	●	the aggregate number of units offered;

	●	the number of Class A ordinary shares that may be purchased upon the exercise of each warrant comprising part of a unit;

	●	the terms of any right by us to redeem any of the securities comprising the units;

	●	the date on which the right to exercise the warrants forming part of the units will commence and the date on which this right will expire;

	●	any transfer restrictions on the units, including whether the securities comprising the units may be transferred separately;

	●	the terms on which the units or warrants forming part of the units may be amended;

	●	with respect to warrants forming part of the units, the other matters listed above under “Description of Warrants”; and

	●	the material United States federal income tax consequences applicable to the units.

	●	through agents to the public or to investors;

	●	to one or more underwriters or dealers for resale to the public or to investors;

	●	in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

	●	directly to investors; or

	●	through a combination of these methods of sale.

	●	the name or names of any agents or underwriters;

	●	the purchase price of the securities being offered and the proceeds we will receive from the sale;

	●	any over-allotment options under which underwriters may purchase additional securities from us;

	●	any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

	●	the public offering price; and

	●	any discounts or concessions allowed or reallowed or paid to dealers.

	●	at a fixed price or prices, which may be changed;

	●	at market prices prevailing at the time of sale;

	●	at prices related to such prevailing market prices; or

	●	at negotiated prices.

Description	Amount
SEC Registration Fee	$	34,525
Legal Fees and Expenses	$	50,000
FINRA fee	$	38,000
Accounting Fees and Expenses	$	50,000
Printing and Filing Expenses	$	10,000
Transfer Agent and Registrar	$	10,000
Miscellaneous	$	30,000
TOTAL	$	222,525

	●	our Annual Report on Form 20-F for the financial year ended December 31, 2025 filed on April 10, 2026;

	●	our Reports on Form 6-K furnished on October 14, 2025, October 17, 2025, October 31, 2025, November 11, 2025, December 23, 2025, April 1, 2026, April 2, 2026, April 20, 2026 and May 4, 2026; and

	●	the description of our Class A ordinary shares contained in our Registration Statement on Form 8-A filed on October 7, 2024, and any amendment or report subsequently filed for the purpose of updating such description.

SEC Form 424B5 filed by SKK Holdings Limited