Skyline Builders Group Holding Limited and Cove Kaz Capital Group LLC agreed to end their business combination agreement. Cove Kaz intends to direct list on a major U.S. exchange in 1H 2027, and Skyline's 26% stake is expected to be valued at over $500 million.
Skyline Builders Group Holding Limited and Cove Kaz Capital Group LLC mutually agreed to terminate their previously announced business combination agreement, which was originally announced on April 30, 2026. Cove Kaz intends to direct list its Class A common stock on a major U.S. stock exchange during 1H 2027. Skyline's management concluded that the direct listing route will likely be a substantially faster way for its shareholders to realize their value in Cove Kaz than the earlier business combination.
Funding and valuation
Cove Kaz announced a new capital commitment of $32 million for four million shares at $8.00 per share, implying an equity value for Cove Kaz of $1.97 billion. Following closing of the equity funding commitment, Skyline's 26% equity stake in Cove Kaz will be valued at over $500 million. On an as-converted fully diluted basis, Skyline has approximately 147 million shares outstanding, which would value the investment at approximately $3.40 per share.
Share transactions and next steps
Before the Cove Kaz listing, Skyline will receive an aggregate of 63,994,955 shares of Cove Kaz Class A common stock through private transactions. These include a distribution of Cove Kaz shares held by Kaz Resources in exchange for redemption of 100% of Skyline's equity in Kaz Resources. They also include an issuance of shares by Cove Kaz in exchange for cancellation of all amounts due under the convertible loan Skyline made to Cove Kaz. Skyline expects to distribute the value of its stake to shareholders in the most tax efficient manner.
Skyline has agreed to change its ticker symbol and release the "KAZR" symbol within fifteen days. After completing the distribution, Skyline will seek potential candidates for future M&A transactions.
