Filed Pursuant to Rule 424(b)(5)

Registration No. 333-295547

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 15, 2026)

SKK Holdings Limited

770,000 Class A ordinary shares

SKK Holdings Limited (the “Company,” “we,” “our” or “us”) is offering 770,000 of the Company’s Class A ordinary shares, par value $0.0025 per share (the “Class A ordinary shares”), at an offering price of $4.46 per share, pursuant to certain Securities Purchase Agreements dated as of August 12, 2026 and August 13, 2026, respectively (each, an “SPA”), that we have entered into with certain investors (each, an “Investor” and collectively, the “Investors”).

Our Class A ordinary shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SKK.” On August 11, 2026, the last reported sale price of our Class A ordinary shares on Nasdaq was $4.17 per share. As of August 12, 2026, the aggregate market value of our outstanding Class A ordinary shares held by non-affiliates was approximately $11,010,886.36, based on 2,105,332 Class A ordinary shares and 1,085,264 Class B ordinary shares outstanding as of such date, and a price of $5.23 per Class A ordinary share, which was the closing sale price of our Class A ordinary shares on Nasdaq on July 21, 2026, a date within 60 days prior to the date of this prospectus supplement. During the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement, we have offered and sold Class A ordinary shares pursuant to General Instruction I.B.5 of Form F-3 for aggregate gross proceeds of approximately $201,983.46 pursuant to our registration statement on Form F-3 (File No. 333-295547), which was declared effective by the SEC on May 15, 2026, pursuant to our at-the-market offering program established under a prospectus supplement dated May 18, 2026, as amended by Amendment No. 1 to the prospectus supplement dated July 31, 2026.

The offering is expected to close on or about August 17, 2026, subject to customary closing conditions. The Company estimates that the aggregate value of the gross proceeds from this offering will be $3,434,200, which we expect to receive in the form of USD Coin (“USDC”), Tether (“ USDT”), or any combination thereof. We intend to hold such USDT and/or USDC and may convert all or a portion thereof into U.S. dollars or other fiat currency for our digital asset reserve, working capital and/or general corporate purposes. See “Use of Proceeds” beginning on page S-7.

No underwriter or placement agent is involved in this offering, and no commissions or underwriting discounts will be paid. See “Plan of Distribution” beginning on page S-9 for additional information.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement for a discussion of information that should be considered in connection with an investment in our securities.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and are subject to certain reduced public company reporting requirements.

The delivery to purchasers of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about August 17, 2026, subject to satisfaction of certain customary closing conditions.

None of the United States Securities and Exchange Commission, any state securities commission or any other regulatory body, 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.

The date of this prospectus supplement is August 12, 2026

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized any other person to provide you with information that is different from or in addition to the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the respective dates of such information, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of our Class A ordinary shares. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit an offering of our securities or the possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus form part of a registration statement on Form F-3 (File No. 333-295547) that we filed with the U.S. Securities and Exchange Commission, or the SEC, and that was declared effective by the SEC on May 15, 2026. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus in this prospectus supplement, we are referring to both parts of this document combined. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement, which supersedes the information in the accompanying prospectus. This prospectus supplement contains information about the securities offered in this offering and may add, update or change information in the accompanying prospectus. Before you invest in any of the securities offered under this prospectus supplement, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the additional information described under the headings “Where You Can Find Additional Information” and “Information Incorporated By Reference.”

We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Class A ordinary shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the securities and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which such offer or solicitation is unlawful.

You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus and in any free writing prospectus that we may authorize for use in connection with this offering. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it.

Throughout this prospectus supplement, unless otherwise indicated or the context otherwise requires:

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “may,” “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PROSPECTUS SUPPLEMENT SUMMARY

Our Business

SKK Holdings Limited is a civil engineering service provider that specializes in subsurface utility works in Singapore and has participated in numerous public utility projects, including, but not limited to, power and telecommunication cable laying works, water pipeline works and sewer rehabilitation works. We were founded in 2013 by Mr. Sze Koon Kiat, our Chief Executive Officer, together with, among others, Mr. Ng Chun Seong, one of our Executive Directors and our Chief Operating Officer. Our executive officers, including Mr. Sze Koon Kiat, Mr. Ng Chun Seong, Mr. Wong Kok Leong and Mr. Tang Teck Shen, have over 30, 28, 20 and 17 years of experience in the field, respectively. As of the date of this prospectus supplement, we are equipped with a fleet of 15 HDD rigs, 22 excavators and 35 vehicles and have a staff of over 179 employees. We are one of the five major contractors in Singapore for horizontal directional drilling, or HDD, works.

Recent Developments

On May 1, 2026, the Company entered into an Asset Purchase Agreement with Rantizo, Inc. (“Rantizo”), a Delaware corporation, pursuant to which the Company agreed to acquire substantially all of Rantizo’s drone-based technology assets used in agricultural spraying, seeding and monitoring for agriculture, forestry, emergency response and other commercial applications (the “Acquired Assets”) (such transaction, the “Asset Purchase”). The purchase consideration consists of $759,047 in cash and Class A ordinary shares of the Company having an aggregate value of approximately $258.8 million, with the number of such shares to be determined based on the volume weighted average price of the Company’s Class A ordinary shares over the three trading days prior to the closing of the Asset Purchase. Upon the closing of the Asset Purchase, Rantizo will have the right to nominate two directors to the Company’s board of directors, consisting of one executive director and one independent director. On June 22, 2026, the Company’s shareholders approved the Asset Purchase at an extraordinary general meeting of shareholders. The consummation of the Asset Purchase remains subject to the satisfaction or waiver of the relevant customary closing conditions.

Corporate Information

The Company was incorporated in the Cayman Islands as an exempted company on March 27, 2023. The Company’s registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The Company’s principal executive office is located at 27 First Lok Yang Road, Singapore 629735. The Company’s telephone number at this location is +65 6334 3831. The Company’s principal website address is https://www.skkworks.com.sg. The information contained on or accessible through the Company’s website does not form part of this prospectus. The Company’s agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168.

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies

The Nasdaq Capital Market listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq Capital Market. The application of such exceptions requires that we disclose each Nasdaq Capital Market corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq Capital Market corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq Capital Market in respect of the following:

● the majority Independent Non-executive Director requirement under Section 5605(b)(1) of the Nasdaq Capital Market listing rules;

● the requirement under Section 5605(d) of the Nasdaq Capital Market listing rules that a compensation committee comprised solely of Independent Non-executive Directors governed by a compensation committee charter oversee executive compensation;

● the requirement under Section 5605(e) of the Nasdaq Capital Market listing rules that directors be selected or recommended for selection by either a majority of the Independent Non-executive Directors or a nominations committee comprised solely of Independent Non-executive Directors;

● the Shareholder Approval Requirements under Section 5635 of the Nasdaq Capital Market listing rules; and

● the requirement under Section 5605(b)(2) of the Nasdaq Capital Market listing rules that the Independent Non-executive Directors have regularly scheduled meetings with only the Independent Non-executive Directors present.

Corporate Structure

The Company was incorporated in the Cayman Islands as an exempted company on March 27, 2023. SKK Group Limited (“SKK Group”), a wholly owned subsidiary of the Company, was incorporated in the British Virgin Islands on April 19, 2023 and serves as an investment holding company. SKK Works Pte Ltd (“SKK Works”) was incorporated in Singapore on October 16, 2013 and is wholly owned by SKK Group. SKK Works M&E Pte Ltd (“SKK M&E”) was incorporated in Singapore on March 1, 2018 and is wholly owned by SKK Works.

Since 2023, the Company has completed several transactions as part of a group reorganization. On January 26, 2024, Chun Seong Ng, Xiaoyan Liao and Teck Shen Tang transferred their respective shares in the capital of SKK Works, representing in the aggregate 100.0% of the issued share capital of SKK Works, to SKK Group, a wholly owned subsidiary of the Company. In consideration thereof, the Company allotted and issued 510,300, 1,798,200 and 121,500 ordinary shares to Chun Seong Ng, Xiaoyan Liao and Teck Shen Tang, respectively. Upon completion of the reorganization, SKK Works became a wholly owned subsidiary of SKK Group, which in turn is a wholly owned subsidiary of the Company. Consequently, SKK M&E, a wholly owned subsidiary of SKK Works, became an indirect wholly owned subsidiary of the Company.

On May 1, 2026, the Company entered into an Asset Purchase Agreement with Rantizo pursuant to which the Company agreed to acquire substantially all of the assets of Rantizo. For additional information, see “Prospectus Supplement Summary—Recent Developments.”

Below is the corporate structure of the Company as of the date of this prospectus supplement:

Information Regarding our Capitalization

As of the date of this prospectus supplement, we had 2,105,332 Class A ordinary shares and 1,085,264 Class B ordinary shares issued and outstanding. Additional information regarding our issued and outstanding securities may be found under “Description of Securities.”

Unless otherwise specifically stated, information throughout this prospectus supplement does not assume the issuance of any Class A ordinary shares issuable upon the exercise or conversion of any outstanding options, warrants or other convertible securities.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earliest of (i) December 31, 2029; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules.

For so long as we remain an emerging growth company, we are permitted to rely on certain exemptions from disclosure and other requirements that are applicable to public companies that are not emerging growth companies. These exemptions include, among others:

An emerging growth company may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public companies.

We have elected to take advantage of certain of the reduced disclosure obligations available to emerging growth companies and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different from the information investors might receive from other public companies in which they hold equity interests.

SUMMARY OF THE OFFERING

RISK FACTORS

An investment in the Company’s securities involves a high degree of risk. Prior to making a decision about investing in the Company’s securities, you should carefully consider the risk factors described below and the risk factors discussed under the section entitled “Risk Factors” contained in the Company’s most recent Annual Report on Form 20-F, and the Company’s other filings with the SEC incorporated by reference in this prospectus supplement, together with all of the other information contained in this prospectus supplement and the accompanying prospectus. The Company’s business, financial condition and results of operations could be materially and adversely affected as a result of these risks. This could cause the trading price of the Company’s securities to decline, resulting in a loss of all or part of your investment. These risks could have a material adverse effect on the Company’s business, results of operations or financial condition and cause the value of the Company’s securities to decline. You could lose all or part of your investment. This prospectus supplement also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including the risks described or incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Special Note Regarding Forward-Looking Statements.”

Risks Related to this Offering

You may experience immediate and substantial dilution in the net tangible book value per share of the Class A ordinary shares you purchase in this Offering, and future issuances of equity or convertible securities may result in additional dilution.

The offering price of $4.46 per Class A ordinary share in this Offering may exceed the pro forma net tangible book value per share of the Company’s Class A ordinary shares. Accordingly, purchasers of Class A ordinary shares in this Offering may incur immediate and substantial dilution in the net tangible book value of their investment. See “Dilution.”

In addition, to the extent that the Company raises additional capital in the future through the issuance of Class A ordinary shares or securities convertible into, exercisable for or exchangeable for Class A ordinary shares, the Company’s existing shareholders may experience further dilution, and any such newly issued securities may have rights, preferences or privileges senior to those of the Class A ordinary shares offered hereby.

Sales of the Company’s Class A ordinary shares, or the perception that such sales may occur, could cause the market price of the Company’s Class A ordinary shares to decline.

The Company may sell additional Class A ordinary shares in public or private offerings and may also issue securities convertible into, exercisable for or exchangeable for Class A ordinary shares. The Company cannot predict the size or timing of future issuances of Class A ordinary shares or other securities, or the effect, if any, that such future issuances and sales may have on the market price of the Company’s Class A ordinary shares. Sales of substantial amounts of the Company’s Class A ordinary shares, including shares issued in connection with acquisitions or future financings, or the perception that such sales could occur, may adversely affect the prevailing market price of the Company’s Class A ordinary shares and may impair the Company’s ability to raise capital through future equity financings.

The Company is subject to Nasdaq’s continued listing requirements, and the Company’s Class A ordinary shares could be delisted if the Company fails to satisfy such requirements.

The Company is required to meet the continued listing standards of the Nasdaq Capital Market. These standards include, among others, requirements relating to minimum bid price, shareholders’ equity, market value of publicly held shares, corporate governance and other quantitative and qualitative criteria. If the Company fails to satisfy Nasdaq’s continued listing requirements and is unable to regain compliance within any applicable cure period, the Company’s Class A ordinary shares could be delisted. A delisting could materially impair shareholders’ ability to buy and sell the Company’s Class A ordinary shares, adversely affect the market price and liquidity of the Class A ordinary shares and significantly impair the Company’s ability to raise additional capital.

The market price of the Company’s Class A ordinary shares may be highly volatile, and investors may not be able to resell their Class A ordinary shares at or above the price paid in this Offering, or at all.

The trading price of the Company’s Class A ordinary shares may be volatile and subject to wide fluctuations in response to various factors, including market conditions in the broader securities markets; the Company’s capital structure and liquidity; actual or anticipated fluctuations in the Company’s financial condition and results of operations; acquisitions, financings or other strategic transactions; changes in analyst reports or recommendations; the trading volume of the Company’s Class A ordinary shares; changes in key personnel; regulatory or political developments; litigation or governmental investigations; and general economic conditions.

These and other factors may cause the market price and trading volume of the Company’s Class A ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their Class A ordinary shares. In addition, companies that experience significant volatility in the market price of their securities have from time to time been subject to securities class action litigation. Any such litigation against the Company could result in substantial costs and divert the attention and resources of the Company’s management from the operation of the Company’s business.

The USDT and/or USDC that we may receive as consideration in this Offering are subject to risks associated with stablecoins, which could adversely affect the value and liquidity of the consideration we receive.

The consideration we receive in this Offering may include USDT and/or USDC, each of which is a stablecoin designed to maintain a value of approximately one U.S. dollar per token. Although USDT and USDC are intended to maintain a stable value relative to the U.S. dollar, there can be no assurance that either stablecoin will maintain its intended value. The value and liquidity of USDT and USDC may be adversely affected by, among other things, market conditions, loss of confidence, the adequacy or availability of reserves supporting the applicable stablecoin, the ability of the applicable issuer to satisfy redemption requests, operational or technological failures and changes in applicable laws and regulations. In addition, to the extent we receive and hold USDT or USDC, we may be exposed to risks relating to cybersecurity, custody, loss or compromise of access credentials and transactions involving digital assets. If USDT or USDC were to materially decline in value or become illiquid, or if we were unable to access, transfer or convert any USDT or USDC we receive into U.S. dollars or other fiat currency on acceptable terms, the value of such consideration could be materially reduced, which could adversely affect our liquidity, financial condition and results of operations.

USE OF PROCEEDS

We estimate that the gross proceeds from this offering will be approximately $3,434,200 based on the U.S. dollar value of the digital assets to be received by us as consideration for the Class A ordinary shares offered hereby. We intend to hold the digital assets received in this offering and may, from time to time, convert all or a portion of such digital assets into U.S. dollars or other fiat currency for working capital and general corporate purposes.

DIVIDEND POLICY

We have never declared or paid any dividends on our Class A ordinary shares. We currently intend to retain any future earnings to finance the operation and expansion of our business and do not anticipate paying cash dividends on our Class A ordinary shares in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, results of operations, capital requirements, contractual restrictions and other factors that our board of directors deems relevant.

DILUTION

If you invest in the Class A ordinary shares in this offering, your interest will be diluted immediately to the extent of the difference between the offering price per Class A ordinary share in this offering and our pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering.

Our historical net tangible book value as of December 31, 2025 was approximately $7.2 million. Historical net tangible book value represents the amount of our total tangible assets less our total liabilities. Historical net tangible book value per ordinary share is determined by dividing our historical net tangible book value by the number of ordinary shares outstanding, after giving effect to the 1-for-10 share consolidation effected on April 6, 2026.

After giving effect to (i) the issuance and allotment on March 18, 2026 of 5,625,000 ordinary shares in connection with stock-based compensation, equivalent to 562,500 ordinary shares after giving effect to the 1-for-10 share consolidation effected on April 6, 2026, (ii) the issuance and sale of 41,917 Class A ordinary shares pursuant to our at-the-market offering program established on May 18, 2026, for aggregate gross proceeds of approximately $201,983.46, and (iii) the issuance of 700,000 Class A ordinary shares pursuant to the SKK Holdings Limited 2026 Equity Incentive Plan on August 10, 2026, our pro forma net tangible book value as of December 31, 2025 would have been approximately $7.3 million, or $2.28 per ordinary share.

After further giving effect to the issuance and sale of 770,000 Class A ordinary shares in this offering at an offering price of $4.46 per share, and after deducting estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately $10.6 million, or $2.68 per ordinary share. This represents an immediate decrease in pro forma net tangible book value of approximately $0.29 per ordinary share to our existing shareholders and immediate dilution of approximately $1.78 per Class A ordinary share to investors purchasing Class A ordinary shares in this offering.

Dilution per Class A ordinary share to investors in this offering is determined by subtracting our pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering from the offering price per Class A ordinary share paid by investors in this offering. The following table illustrates this dilution on a per-share basis:

The Class A ordinary shares sold in this offering will be sold at a fixed price of $4.46 per share. An increase of $1.00 per Class A ordinary share in the offering price from $4.46 per share shown in the table above would increase our pro forma as adjusted net tangible book value per ordinary share after this offering to $0.60 per share and would increase the dilution in net tangible book value per Class A ordinary share to investors in this offering to $0.60 per share, after deducting estimated offering expenses payable by us.

The information above is based on an aggregate of 3,190,596 ordinary shares issued and outstanding on a pro forma basis immediately prior to this offering, consisting of 2,105,332 Class A ordinary shares and 1,085,264 Class B ordinary shares, after giving effect to (i) the issuance and allotment on March 18, 2026 of 5,625,000 ordinary shares in connection with stock-based compensation, equivalent to 562,500 ordinary shares after giving effect to the 1-for-10 share consolidation effected on April 6, 2026, (ii) the issuance and sale of 41,917 Class A ordinary shares pursuant to our at-the-market offering program established on May 18, 2026, and (iii) the issuance of 700,000 Class A ordinary shares pursuant to the SKK Holdings Limited 2026 Equity Incentive Plan on August 10, 2026.

To the extent that outstanding options, warrants or other securities convertible into, exercisable for or exchangeable for Class A ordinary shares are exercised, converted or exchanged, or we issue additional Class A ordinary shares or other equity securities, investors purchasing Class A ordinary shares in this offering could experience further dilution. In addition, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of those securities could result in further dilution to our shareholders.

DESCRIPTION OF SECURITIES

A description of the Class A ordinary shares being offered pursuant to this prospectus supplement is set forth under the heading “Description of Ordinary Shares” in the accompanying prospectus.

Effective April 6, 2026, the Company effected a 1-for-10 share consolidation, pursuant to which every ten (10) issued and outstanding ordinary shares were consolidated into one (1) ordinary share. Following the share consolidation, the Company’s Class A ordinary shares continued to trade on the Nasdaq Capital Market under the symbol “SKK” under a new CUSIP number, G8292E110.

As of August 12, 2026, the Company had 2,105,332 Class A ordinary shares and 1,085,264 Class B ordinary shares issued and outstanding.

PLAN OF DISTRIBUTION

We are offering 770,000 Class A ordinary shares, par value $0.0025 per share, at a price of $4.46 per share, pursuant to this prospectus supplement and the securities purchase agreements dated August 12, 2026 and August 13, 2026, respectively, that we entered into with certain investors. Each securities purchase agreement includes representations and warranties by us and the applicable investor. The offering price of the securities in this offering has been determined based upon arm’s-length negotiations between the investors and us. Our obligation to issue and sell the securities to the investors is subject to the closing conditions set forth in the applicable securities purchase agreement, including the absence of any material adverse change. All of the securities will be sold at the offering price specified in this prospectus supplement and, we expect, at a single closing. This offering does not involve any investment bank, broker-dealer, placement agent or sales agent.

Determination of Offering Price

The offering price of the securities we are offering was negotiated between us and the investors, based on the trading price of our Class A ordinary shares prior to the offering, among other things. Other factors considered in determining the offering price of the securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Expenses

We will pay all of our expenses, including legal fees, printing costs and various other expenses, in connection with the registration, offering and issuance of the Class A ordinary shares to the investors pursuant to the securities purchase agreements. The Class A ordinary shares offered under this prospectus supplement are being offered directly to the investors without a placement agent or underwriter, and we are not paying any underwriting discounts or commissions in connection with this offering.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A ordinary shares is VStock Transfer, LLC.

Trading Market

Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “SKK.”

LEGAL MATTERS

We are being represented by McCarter & English, LLP, New York, New York with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Class A ordinary shares offered by this prospectus supplement will be passed upon by Conyers Dill & Pearman, Cayman Islands counsel to the Company.

EXPERTS

The consolidated financial statements incorporated in this prospectus supplement by reference from the Company’s Annual Report on Form 20-F for the fiscal years ended December 31, 2025 and 2024 have been audited by WWC,P.C., an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the securities being offered by this prospectus supplement. This prospectus supplement does not contain all of the information contained in the registration statement and its exhibits. For further information with respect to the Company and the securities offered by this prospectus supplement, reference is made to the registration statement and its exhibits. Statements contained in this prospectus supplement as to the contents of any contract or other document referred to herein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement or incorporated by reference herein. Each such statement is qualified in all respects by such reference.

The Company is subject to the informational requirements of the Exchange Act applicable to foreign private issuers and files or furnishes reports and other information with the SEC. The Company’s Annual Report on Form 20-F and Reports on Form 6-K, and other information filed with or furnished to the SEC, are available on the SEC’s website at www.sec.gov. The information contained on, or that can be accessed through, the SEC’s website is not incorporated by reference in, and is not part of, this prospectus supplement.

The Company maintains a website at https://www.skkworks.com.sg. Information contained on, or that can be accessed through, the Company’s website is not incorporated by reference in, and is not part of, this prospectus supplement.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with or furnish to it. This means we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus supplement and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with or furnishing future reports to the SEC that are incorporated by reference herein, the information incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In the case of a conflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference herein, you should rely on the information contained in the document that was filed or furnished later.

We incorporate by reference the following documents or information:

Any statement contained in a document that is incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference into this prospectus supplement, modifies or supersedes that statement. The modifying or superseding statement does not need to state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

Unless expressly incorporated by reference, nothing in this prospectus supplement shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.

Copies of all documents incorporated by reference in this prospectus supplement, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus supplement, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus supplement on the written or oral request of that person made to:

SKK Holdings Limited

27 First Lok Yang Road

Singapore 629735

+65 6334 3831

Attn: Secretary

You should rely only on the information that we incorporate by reference or provide in this prospectus supplement and the accompanying prospectus.

Prospectus

SKK Holdings Limited

$250,000,000

Class A Ordinary Shares

Preferred Shares

Debt Securities

Warrants

Rights

Units

We may offer to sell, from time to time, in one or more offerings, any combination of Class A ordinary shares, preferred shares, debt securities, warrants, rights, or units having an aggregate initial offering price not exceeding $250,000,000 (or its equivalent in foreign or composite currencies) on terms to be determined at the time of offering. We may also offer any of these securities that may be issuable upon the conversion, exercise or exchange of debt securities, rights or warrants.

We will provide the specific terms of these securities, including the price and the type and amount of securities to be offered and sold, in a supplement to this prospectus. You should read this prospectus carefully before you invest.

We may offer and sell these securities directly to purchasers or through one or more underwriters, dealers and agents, and on a continuous or delayed basis. If we sell securities through underwriters, dealers or agents, we will include their names and the fees, commissions and discounts that they will receive, as well as the net proceeds to us, in a prospectus supplement, which prospectus supplement you should review carefully with respect to any such securities. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. The delivery of this prospectus together with a prospectus supplement relating to the offered securities shall not constitute an offer of any other securities covered by this prospectus.

Investing in our securities involves risks. See “Risk Factors” on page 3 of this prospectus and in the applicable prospectus supplement for a discussion of the risks that you should consider before you invest in our securities.

Our ordinary shares are traded on The NASDAQ Capital Market under the symbol “SKK.” As of the date of this prospectus, no other securities that we may offer by this prospectus are listed on a national securities exchange or quoted on an automated quotation system. On May 1, 2026, the closing price for our class A ordinary shares as reported on The NASDAQ Capital Market was $1.7501 per share. As of May 1, 2026, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or our “public float,” was approximately $2.4 million, which was calculated based on 1,363,415 outstanding Class A ordinary shares held by non-affiliates and on the closing price per Class A ordinary share of $1.7501. We have not sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including the date of this prospectus.

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

The date of this prospectus is May 15, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or “SEC,” utilizing a “shelf” registration process. Under this shelf process, we may sell different types of the securities described in this prospectus in one or more offerings up to a total offering amount of $250,000,000.

The rules and regulations of the SEC allow us to omit from this prospectus certain information that is included in the registration statement. For further information about us and our securities, you should review the registration statement and the exhibits filed with the registration statement. In addition, the SEC allows us to incorporate by reference into this prospectus information in the reports and other documents that we file with the SEC, which means that we can disclose important information to you by referring you to those reports and other documents. The information incorporated by reference is considered to be part of this prospectus, and information that we later file with the SEC will automatically update and, where applicable, modify or supersede that information. You may read the registration statement (including its exhibits) and the reports and other documents that we file with the SEC at the SEC’s website, www.sec.gov, or at the SEC’s Public Reference Room described below under the heading “Where You Can Find More Information.”

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the prospectus supplement together with the additional information described under the heading “Incorporation of Certain Information by Reference.” To the extent that any information in the prospectus supplement is inconsistent with the information in this prospectus, the information in the prospectus supplement will modify or supersede this prospectus.

This prospectus and the related prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and the prospectus supplement is accurate as of any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct as of any date subsequent to the date of the document incorporated by reference, even though this prospectus and the prospectus supplement is delivered or securities are sold on a later date.

You should rely only on the information contained in this prospectus, in the prospectus supplement and in any document incorporated by reference into this prospectus or in the prospectus supplement. We have not authorized any salesperson, dealer or other person to provide you with information different from that contained in this prospectus, in the prospectus supplement or in any document incorporated by reference into this prospectus, and you are not entitled to rely upon any such different information.

References in this prospectus to “SKK,” the “company,” “we,” “us” and “our” refer to SKK Holdings Limited and our subsidiaries.

For investors outside the United States: We have not done anything that would permit an offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities described herein and the distribution of this prospectus outside the United States.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain forward-looking statements, and we anticipate that the related prospectus supplement will contain forward-looking statements. This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “is expected to,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to:

You should read this prospectus and the documents incorporated herein by reference thoroughly and with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. Other sections of this prospectus, including the section titled “Risk Factors” on page 3, refer to factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

THE COMPANY

General

SKK Holdings Limited is a civil engineering service provider that specializes in subsurface utility works in Singapore and has participated in numerous public utility projects, including but not limited to power and telecommunication cable laying works, water pipeline works and sewer rehabilitation works. We were founded in 2013 by Mr. Sze Koon Kiat, our Chief Executive Officer, together with, among others, Mr. Ng Chun Seong, one of our Executive Directors and our Chief Operating Officer. Our Executive Officers, including Mr. Sze Koon Kiat, Mr. Ng Chun Seong, Mr. Wong Kok Leong and Mr. Tang Teck Shen, have over 30, 28, 20 and 17 years of experience in the field, respectively. As of March 31, 2026, we were equipped with a fleet of 15 HDD rigs, 22 excavators and 35 vehicles and a staff of over 179. We are one of the five major contractors in Singapore for horizontal directional drilling, or HDD works.

On May 1, 2026, the Company entered into an Asset Purchase Agreement with Rantizo, Inc. (“Rantizo”), a Delaware corporation, under which the Company will acquire (the “Asset Purchase”) substantially all of Rantizo’s drone-based technology assets used in agricultural spraying, seeding and monitoring for agriculture, forestry, emergency response and other commercial applications (the “Target Assets”). The Company will pay to Rantizo a purchase price consisting of $759,047 in cash and approximately $258.8 million of newly issued Class A ordinary shares (the “Consideration Shares”), the number of which will be based on the volume weighted average price of the Class A ordinary shares (“VWAP”) on each of the three trading days prior to the closing of the Asset Purchase (“Closing”). The Target Assets are being acquired at approximately $258.8 million valuation. The Company received an independent third-party valuation of the Target Assets from Newbridge Securities Corporation, and such third-party valuation was part of the Company’s internal process in valuing the Target Assets. The Company has agreed to register for resale the Consideration Shares pursuant to a registration rights agreement.

At Closing, Rantizo will have the right to nominate two directors to the Company’s board of directors, consisting of one executive director and one independent director. The Company has also agreed to grant at Closing to certain individuals in management a total number of Class A shares having an aggregate grant-date value of $12,000,000 based on the VWAP on each of the three trading days prior to Closing. Additionally, at or prior to Closing, Rantizo has agreed to consummate a $10,000,000 private placement of its common shares and to deposit such proceeds in escrow until Closing. At Closing, in consideration of payment to it of the $10,000,000 from escrow, the Company has agreed to issue to Rantizo an additional number of its Class A ordinary shares based on the VWAP on each of the three trading days prior to Closing.

The Closing is subject to shareholder approval, compliance with Nasdaq Rules, the effectiveness of applicable regulatory clearance and other customary conditions. The boards of directors of Rantizo and the Company each unanimously approved the Asset Purchase and related transactions.

Concurrently with entry into the Asset Purchase Agreement, Rantizo has also entered into a Securities Purchase Agreement as of May 1, 2026 (the “Securities Purchase Agreement”), under which Rantizo has agreed to purchase from certain shareholders of the Company their existing Class B ordinary shares of the Company for a total purchase price of $8,000,000. In connection with the Securities Purchase Agreement, the Company has agreed to register the resale of the Consideration Shares under the Securities Act pursuant to a Registration Rights Agreement dated as of May 1, 2026, which agreement sets forth customary registration rights.

Upon closing, SKK Holdings will operate a platform combining drone technology and commercial infrastructure across precision agriculture, forestry emergency response, and broader commercial end markets. The Company intends to pair the Acquired Assets with access to the U.S. public capital markets to accelerate commercialization, deepen customer relationships, and pursue follow-on opportunities as the unmanned aerial systems sector continues to consolidate around scaled operators.

The foregoing descriptions of the Asset Purchase Agreement, Securities Purchase Agreement and Registration Rights Agreement do not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibit hereto.

We were incorporated in the Cayman Islands as an exempted company on March 27, 2023. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. Our principal executive office is at 27 First Lok Yang Road Singapore 629735. Our telephone number at this location is +65 6334 3831. Our principal website address is https://www.skkworks.com.sg. The information contained on or accessible through our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168.

RISK FACTORS

Investing in our securities involves risks. Before you decide whether to purchase any of our securities, in addition to the other information in this prospectus and the related prospectus supplement, you should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 20-F for the financial year ended December 31, 2025, which is incorporated by reference into this prospectus, as the same may be updated from time to time by our future filings with the SEC. You should also carefully consider any additional risks that are described in the prospectus supplement related to the offering of our securities. If one or more of these risks materializes, our business, financial condition and results of operations may be adversely affected. In that event, the value of our securities could decline.

The risks and uncertainties described below and in our subsequent reports filed with the SEC are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business and operations.

OFFER STATISTICS AND EXPECTED TIMETABLE

We may offer Class A ordinary shares, debt securities, warrants to purchase Class A ordinary shares, rights to purchase securities and units consisting of a combination of any of these securities in one or more offerings up to a total offering amount of $250,000,000. The securities offered under this prospectus may be offered separately or together, and in amounts, at prices and on terms to be determined at the time of sale. Our Class A ordinary shares, warrants and units that we may offer are sometimes collectively referred to in this prospectus as the “securities.”

We were incorporated in the Cayman Islands as an exempted company on March 27, 2023. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. Our principal executive office is at 27 First Lok Yang Road Singapore 629735. Our telephone number at this location is +65 6334 3831. Our principal website address is https://www.skkworks.com.sg. The information contained on or accessible through our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth, as of December 31, 2025, our capitalization and indebtedness, which gives 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. You should read this table in conjunction with our consolidated financial statements and the related notes included in our Annual Report on Form 20-F for the financial year ended December 31, 2025, which is incorporated by reference herein. You should read this table in conjunction with other sections of this prospectus (as supplemented or amended) and any documents that they incorporate by reference, including our consolidated financial statements and the related notes.

* Reflects shares issued and outstanding after giving effect to a share consolidation on a 10 for 1 ratio that took effect on March 30, 2026.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, the net proceeds from the sale of the securities offered hereby will be used for general corporate purposes, which may include working capital, capital expenditures, development costs, strategic investments and possible acquisitions. We have not allocated any portion of the net proceeds for any particular use at this time. The net proceeds may be invested temporarily until they are used for their stated purpose. Specific information concerning the use of proceeds from the sale of any securities will be included in the prospectus supplement relating to such securities.

INTERESTS OF EXPERTS AND COUNSEL

No named expert of or counsel or to us was employed on a contingent basis, or owns an amount of our ordinary shares (or shares of our subsidiaries) that is material to that person, or has a material, direct or indirect economic interest in us or that depends on the success of the offering.

MARKETS

Our Class A ordinary shares are traded on The NASDAQ Capital Market under the symbol “SKK.” On May 1, 2026, the last reported sale price of our Class A ordinary shares on The NASDAQ Capital Market was $1.7501 per share. As of May 1, 2026, there were 6 holders of record of our Class A ordinary shares. However, we believe that there are a significantly greater number of beneficial holders of our Class A ordinary shares held in “street name.”

If we issue securities pursuant to this prospectus we may seek listing of the additional issued Class A ordinary shares, or Class A ordinary shares underlying the other securities that may be offered under this prospectus, or such other securities, themselves, on The NASDAQ Capital Market. Such determination will be made by our board of directors at the time of offering. There is no assurance that approval for any such listing would be granted.

OFFER AND LISTING

The offering price of the securities covered by this prospectus and the exercise price of our warrants, as the case may be, will be established by our board of directors at the time we make an offering pursuant to this prospectus. We will provide these specific terms of these securities, including the price and the type and amount of securities to be offered and sold, in a prospectus supplement.

Our Class A ordinary shares are traded on The NASDAQ Capital Market under the trading symbol “SKK.”

THE SECURITIES THAT WE MAY OFFER

We, directly or through underwriters, dealers or agents designated by us from time to time, may offer and sell, together or separately:

We have summarized below the material terms of the various types of securities that we may offer. We will describe in the applicable prospectus supplement the detailed terms of the securities offered by that supplement. If indicated in the prospectus supplement, the terms of the offered securities may differ from the terms summarized below.

DESCRIPTION OF ORDINARY SHARES

As of May 1, 2026, the number of shares the Company is authorized to issue consisted of $500,000 divided into 190,000,000 Class A ordinary shares of a nominal or par value of $0.0025 each, 5,000,000 Class B ordinary shares of a nominal or par value of $0.0025 each, and 5,000,000 preferred shares of a nominal or par value of $0.0025 each. As of May 1, 2026, there were 1,363,415 Class A ordinary shares and 1,085,264 Class B ordinary shares, outstanding, all of which were fully paid, and no Preferred Shares were outstanding. All of our authorized Preferred Shares are reserved for issuance under a Rights Agreement. Our outstanding share capital is further described under “Shares” beginning on page 20 of this prospectus. The following is a summary of the material provisions of our Class A ordinary shares. The applicable prospectus supplement will describe, to the extent applicable:

Memorandum and Articles of Association

Our Second Amended and Restated Memorandum and Articles of Association (“Amended and Restated Memorandum and Articles of Association”) authorize registered shares only, and no bearer shares are being offered hereby. Our Amended and Restated Memorandum and Articles of Association provide that our ordinary shares may be transferred subject to the compliance, to the extent applicable, with the securities laws of the United States, the states thereof or any other jurisdiction. Additional restrictions on the free transferability of the ordinary shares, if any, will be described in the applicable prospectus supplement.

Ordinary shares

Holders of our Class A ordinary shares are entitled to one (1) vote for each whole share on all matters to be voted upon by members, including the election of directors. Holders of our Class B ordinary shares are entitled to 100 votes for each whole share on all matters to be voted upon by members, including the election of directors. Holders of our ordinary shares do not have cumulative voting rights in the election of directors. All of our ordinary shares rank equally with one another with respect to liquidation and dividend rights. Holders of our ordinary shares are entitled to receive dividends if and when declared by our board of directors out of profits. In the event of our liquidation, all assets available for distribution to the holders of our ordinary shares are distributable among them according to their respective holdings. Holders of our ordinary shares have no pre-emptive rights to subscribe for any additional, unissued ordinary shares.

Our authorized and unissued ordinary shares are at the disposal of our board of directors, who may offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as our board of directors may determine, without additional shareholder approval.

Subject to the requirements of our Amended and Restated Memorandum and Articles of Association, we may purchase, redeem or otherwise acquire and hold our own shares provided that our directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts.

Further information regarding our Amended and Restated Memorandum and Articles of Association, which govern the rights of the holders of our ordinary shares, is included as an exhibit to our Form 20-F for the financial year ended December 31, 2025, which was filed with the SEC on April 10, 2026, and which is incorporated by reference into this prospectus.

Listing

Our Class A ordinary shares are listed on The NASDAQ Capital Market under the symbol “SKK.”

Transfer Agent

The transfer agent for our Class A ordinary shares is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; facsimile: 646-536-3179.

DESCRIPTION OF DEBT SECURITIES

As used in this prospectus, debt securities mean the debentures, notes, bonds and other evidences of indebtedness that we may issue from time to time. The debt securities may be either secured or unsecured and will either be senior debt securities or subordinated debt securities. The debt securities will be issued under one or more separate indentures between us and a trustee to be specified in an accompanying prospectus supplement. Senior debt securities will be issued under a new senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Together, the senior indentures and the subordinated indentures are sometimes referred to in this prospectus as the indentures. This prospectus, together with the applicable prospectus supplement, will describe the terms of a particular series of debt securities.

The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the indentures and debt securities are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indentures (and any amendments or supplements we may enter into from time to time which are permitted under each indenture) and the debt securities, including the definitions therein of certain terms.

General

Unless otherwise specified in a prospectus supplement, the debt securities will be direct unsecured obligations of the Company. The senior debt securities will rank equally with any of our other senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness.

Unless otherwise specified in a prospectus supplement, the indentures do not limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities from time to time at par or at a discount, and in the case of the new indentures, if any, in one or more series, with the same or various maturities. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.

Each prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will include some or all of the following:

Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.

Unless otherwise specified in the applicable prospectus supplement, debt securities will be issued in fully-registered form without coupons.

Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. The applicable prospectus supplement will describe the federal income tax consequences and special considerations applicable to any such debt securities. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies, currency units or composite currencies, as described in more detail in the prospectus supplement relating to any of the particular debt securities. The prospectus supplement relating to specific debt securities will also describe any special considerations and certain additional tax considerations applicable to such debt securities.

Subordination

The prospectus supplement relating to any offering of subordinated debt securities will describe the specific subordination provisions. However, unless otherwise noted in the prospectus supplement, subordinated debt securities will be subordinate and junior in right of payment to any existing senior indebtedness.

Unless otherwise specified in the applicable prospectus supplement, under the subordinated indenture, “senior indebtedness” means all amounts due on obligations in connection with any of the following, whether outstanding at the date of execution of the subordinated indenture, or thereafter incurred or created:

However, senior indebtedness does not include:

Senior indebtedness shall continue to be senior indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such senior indebtedness.

Unless otherwise noted in an accompanying prospectus supplement, if we default in the payment of any principal of (or premium, if any) or interest on any senior indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default is cured or waived or ceases to exist, we will make no direct or indirect payment (in cash, property, securities, by set-off or otherwise) in respect of the principal of or interest on the subordinated debt securities or in respect of any redemption, retirement, purchase or other requisition of any of the subordinated debt securities.

In the event of the acceleration of the maturity of any subordinated debt securities, the holders of all senior debt securities outstanding at the time of such acceleration, subject to any security interest, will first be entitled to receive payment in full of all amounts due on the senior debt securities before the holders of the subordinated debt securities will be entitled to receive any payment of principal (and premium, if any) or interest on the subordinated debt securities.

If any of the following events occurs, we will pay in full all senior indebtedness before we make any payment or distribution under the subordinated debt securities, whether in cash, securities or other property, to any holder of subordinated debt securities:

In such event, any payment or distribution under the subordinated debt securities, whether in cash, securities or other property, which would otherwise (but for the subordination provisions) be payable or deliverable in respect of the subordinated debt securities, will be paid or delivered directly to the holders of senior indebtedness in accordance with the priorities then existing among such holders until all senior indebtedness has been paid in full. If any payment or distribution under the subordinated debt securities is received by the trustee of any subordinated debt securities in contravention of any of the terms of the subordinated indenture and before all the senior indebtedness has been paid in full, such payment or distribution will be received in trust for the benefit of, and paid over or delivered and transferred to, the holders of the senior indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all senior indebtedness remaining unpaid to the extent necessary to pay all such senior indebtedness in full.

The subordinated indenture does not limit the issuance of additional senior indebtedness.

Events of Default, Notice and Waiver

Unless an accompanying prospectus supplement states otherwise, the following shall constitute “events of default” under the indentures with respect to each series of debt securities:

Unless an accompanying prospectus supplement states otherwise, if an event of default with respect to any debt securities of any series outstanding under either of the indentures shall occur and be continuing, the trustee under such indenture or the holders of at least 25% (or at least 10%, in respect of a remedy (other than acceleration) for certain events of default relating to the payment of dividends) in aggregate principal amount of the debt securities of that series outstanding may declare, by notice as provided in the applicable indenture, the principal amount (or such lesser amount as may be provided for in the debt securities of that series) of all the debt securities of that series outstanding to be due and payable immediately; provided that, in the case of an event of default involving certain events in bankruptcy, insolvency or reorganization, acceleration is automatic; and, provided further, that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the nonpayment of accelerated principal, have been cured or waived. Upon the acceleration of the maturity of original issue discount securities, an amount less than the principal amount thereof will become due and payable. Reference is made to the prospectus supplement relating to any original issue discount securities for the particular provisions relating to acceleration of maturity thereof.

Any past default under either indenture with respect to debt securities of any series, and any event of default arising therefrom, may be waived by the holders of a majority in principal amount of all debt securities of such series outstanding under such indenture, except in the case of (1) default in the payment of the principal of (or premium, if any) or interest on any debt securities of such series or (2) certain events of default relating to the payment of dividends.

The trustee is required within 90 days after the occurrence of a default (which is known to the trustee and is continuing), with respect to the debt securities of any series (without regard to any grace period or notice requirements), to give to the holders of the debt securities of such series notice of such default.

The trustee, subject to its duties during default to act with the required standard of care, may require indemnification by the holders of the debt securities of any series with respect to which a default has occurred before proceeding to exercise any right or power under the indentures at the request of the holders of the debt securities of such series. Subject to such right of indemnification and to certain other limitations, the holders of a majority in principal amount of the outstanding debt securities of any series under either indenture may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of such series, provided that such direction shall not be in conflict with any rule of law or with the applicable indenture and the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction.

No holder of a debt security of any series may institute any action against us under either of the indentures (except actions for payment of overdue principal of (and premium, if any) or interest on such debt security or for the conversion or exchange of such debt security in accordance with its terms) unless (1) the holder has given to the trustee written notice of an event of default and of the continuance thereof with respect to the debt securities of such series specifying an event of default, as required under the applicable indenture, (2) the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding under such indenture shall have requested the trustee to institute such action and offered to the trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (3) the trustee shall not have instituted such action within 60 days of such request and (4) no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the debt securities of that series. We are required to furnish annually to the trustee statements as to our compliance with all conditions and covenants under each indenture.

Discharge, Defeasance and Covenant Defeasance

We may discharge or defease our obligations under the indenture as set forth below, unless otherwise indicated in the applicable prospectus supplement.

We may discharge certain obligations to holders of any series of debt securities issued under either the senior indenture or the subordinated indenture which have not already been delivered to the trustee for cancellation by irrevocably depositing with the trustee money in an amount sufficient to pay and discharge the entire indebtedness on such debt securities not previously delivered to the trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of debt securities which have become due and payable) or to the stated maturity or redemption date, as the case may be, and we or, if applicable, any guarantor, have paid all other sums payable under the applicable indenture.

If indicated in the applicable prospectus supplement, we may elect either (1) to defease and be discharged from any and all obligations with respect to the debt securities of or within any series (except in all cases as otherwise provided in the relevant indenture) (“legal defeasance”) or (2) to be released from our obligations with respect to certain covenants applicable to the debt securities of or within any series (“covenant defeasance”), upon the deposit with the relevant indenture trustee, in trust for such purpose, of money and/or government obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of (and premium, if any) or interest on such debt securities to maturity or redemption, as the case may be, and any mandatory sinking fund or analogous payments thereon. As a condition to legal defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance or covenant defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such legal defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of legal defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the relevant indenture. In addition, in the case of either legal defeasance or covenant defeasance, we shall have delivered to the trustee (1) if applicable, an officer’s certificate to the effect that the relevant debt securities exchange(s) have informed us that neither such debt securities nor any other debt securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit and (2) an officer’s certificate and an opinion of counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with.

We may exercise our defeasance option with respect to such debt securities notwithstanding our prior exercise of our covenant defeasance option.

Modification and Waiver

Under the indentures, unless an accompanying prospectus supplement states otherwise, we and the applicable trustee may supplement the indentures for certain purposes which would not materially adversely affect the interests or rights of the holders of debt securities of a series without the consent of those holders. We and the applicable trustee may also modify the indentures or any supplemental indenture in a manner that affects the interests or rights of the holders of debt securities with the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each affected series issued under the indenture. However, the indentures require the consent of each holder of debt securities that would be affected by any modification which would:

The indentures permit the holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series issued under the indenture which is affected by the modification or amendment to waive our compliance with certain covenants contained in the indentures.

Payment and Paying Agents

Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name a debt security is registered at the close of business on the record date for the interest.

Unless otherwise indicated in the applicable prospectus supplement, principal, interest and premium on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time. Notwithstanding the foregoing, at our option, payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security register.

Unless otherwise indicated in the applicable prospectus supplement, a paying agent designated by us will act as paying agent for payments with respect to debt securities of each series. All paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

All moneys paid by us to a paying agent for the payment of the principal, interest or premium on any debt security which remain unclaimed at the end of two (2) years after such principal, interest or premium has become due and payable will be repaid to us upon request, and the holder of such debt security thereafter may look only to us for payment thereof.

Denominations, Registrations and Transfer

Unless an accompanying prospectus supplement states otherwise, debt securities will be represented by one or more global certificates registered in the name of a nominee for The Depository Trust Company, or DTC. In such case, each holder’s beneficial interest in the global securities will be shown on the records of DTC and transfers of beneficial interests will only be effected through DTC’s records.

A holder of debt securities may only exchange a beneficial interest in a global security for certificated securities registered in the holder’s name if:

If debt securities are issued in certificated form, they will only be issued in the minimum denomination specified in the accompanying prospectus supplement and integral multiples of such denomination. Transfers and exchanges of such debt securities will only be permitted in such minimum denomination. Transfers of debt securities in certificated form may be registered at the trustee’s corporate office or at the offices of any paying agent or trustee appointed by us under the indentures. Exchanges of debt securities for an equal aggregate principal amount of debt securities in different denominations may also be made at such locations.

Governing Law

The debt securities will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of laws.

Conversion or Exchange Rights

The prospectus supplement will describe the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our ordinary shares or other debt securities. These terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. These provisions may allow or require the number of shares of our ordinary shares or other securities to be received by the holders of such series of debt securities to be adjusted. Any such conversion or exchange will comply with applicable Cayman Islands law and our Articles of Association.

DESCRIPTION OF RIGHTS

We may issue rights to purchase ordinary shares, preferred shares, debt securities or warrants that we may offer to our securityholders. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and a bank or trust company, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

Each right would entitle the holder of the rights to purchase for cash the principal amount of shares of ordinary shares, preferred shares, debt securities or warrants at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

DESCRIPTION OF WARRANTS

We may offer and issue warrants to purchase our Class A ordinary shares. The warrants may be issued independently or as a part of units consisting of Class A ordinary shares or warrants to purchase additional Class A ordinary shares. If the warrants are issued pursuant to warrant agreements, we will so specify in the prospectus supplement relating to the warrants being offered pursuant to the prospectus supplement.

The following description will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. The forms of any warrant certificate or warrant agreement evidencing the warrants that we are offering will be filed with the SEC and incorporated by reference into this prospectus before the issuance of the related warrants, and you should carefully review such document.

The prospectus supplement will describe the following terms of warrants to purchase our Class A ordinary shares, to the extent applicable:

Holders of warrants to purchase Class A ordinary shares will not be entitled, by virtue of being such holders, to vote, consent, receive dividends, receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our shareholders.

Warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void. Upon our receipt of the exercise price of the warrants upon the due exercise of the warrants, we will, as soon as practicable, forward the securities purchasable upon exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

DESCRIPTION OF UNITS

We may offer and issue units that consist of Class A ordinary shares or warrants to purchase additional Class A ordinary shares. For example, we may elect to issue units for a specified price per unit, with each unit consisting of one (1) Class A ordinary share or a specific principal amount of our debt securities and one (1) warrant to purchase an additional Class A ordinary share or principal amount of our debt securities at a specified price. The holder of a unit will also hold each of the securities that is included in the unit.

We have provided in the preceding sections of this prospectus a general description of our Class A ordinary shares, debt securities and warrants that we may offer. If we elect to offer units, we will describe the specific terms of the units in a supplement to this prospectus. Among other things, the prospectus supplement will describe, to the extent applicable:

PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the following ways from time to time:

We will set forth in a prospectus supplement the terms of an offering of our securities, including:

We may distribute the securities from time to time in one or more transactions;

We may also, from time to time, authorize dealers, acting as our agents, to offer and sell securities upon the terms and conditions set forth in the applicable prospectus supplement. We, or the purchasers of securities for whom the underwriters may act as agents, may compensate underwriters in the form of underwriting discounts or commissions, in connection with the sale of securities. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a “best efforts” basis and a dealer will purchase securities as a principal, and may then resell the Class A ordinary shares at varying prices to be determined by the dealer.

We will describe in the applicable prospectus supplement any compensation we will pay to underwriters or agents in connection with the offering of securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. The dealers and agents participating in the distribution of securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against certain civil liabilities, including liabilities under the Securities Act and to reimburse these persons for certain expenses. We may grant underwriters who participate in the distribution of securities we are offering under this prospectus an option to purchase additional shares to cover over-allotments, if any, in connection with the distribution.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

Any underwriters who are qualified market makers on The NASDAQ Capital Market may engage in passive market making transactions in the securities on The NASDAQ Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

Certain underwriters, dealers or agents and their associates may engage in transactions with and perform services for us in the ordinary course of our business.

DILUTION

The specific transaction or terms upon which securities covered by this prospectus may be issued is not known at this time. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain certain specific information about the terms of that offering. In the event that there is substantial disparity between the public offering price of the securities to be issued and the effective cost to directors or senior management or affiliated persons of equity securities acquired by them during the last five (5) years, or which they have the right to acquire, a comparison of the public contribution in the proposed public offering and the effective cash contributions of such persons, as well as the amount and percentage of immediate dilution resulting from the offering, will be contained in the prospectus supplement. We will also disclose the amount and percentage of immediate dilution resulting from the offering, computed as the difference between the offering price per share and the net book value per share for the equivalent class of security, as of the most recent balance sheet date.

EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses payable by us in connection with the registration of the securities being registered hereunder, other than any underwriting discounts and being offered commissions and reimbursable expenses payable by us. All of the amounts shown are estimates, except for the SEC Registration Fee.

* Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the Company anticipates it will incur in connection with the offering of securities under the registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

SHARES

As of May 1, 2026, the number of shares the Company is authorized to issue consists of $500,000 divided into 190,000,000 Class A ordinary shares of a nominal or par value of $0.0025 each, 5,000,000 Class B ordinary shares of a nominal or par value of $0.0025 each, and 5,000,000 preferred shares of a nominal or par value of $0.0025 each. As of May 1, 2026, there were 1,363,415 Class A ordinary shares and 1,085,264 Class B ordinary shares outstanding, all of which were fully paid, and no preferred shares were outstanding.

Other than as disclosed elsewhere in this prospectus or in our Annual Report on Form 20-F for the financial year ended December 31, 2025, there have been no events in the last three (3) years, which have changed the amount, the number of classes, or voting rights, of our issued shares.

ADDITIONAL INFORMATION

Information required by Items 10.B through 10.I of Form 20-F is included in our Annual Report on Form 20-F for the financial year ended December 31, 2025, which is incorporated by reference into this prospectus.

LEGAL MATTERS

Certain legal matters in connection with the validity and enforceability of the issuance of the securities pursuant to this prospectus have been passed upon for us by Conyers Dill & Pearman, Cayman Islands, our special legal counsel as to Cayman Islands law, to the extent governed by the laws of the Cayman Islands.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by reference from the Company’s Annual Report on Form 20-F for the financial year ended December 31, 2025, have been audited by W.W.C., PC, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov that contains reports, registration statements, and other information regarding issuers such as us that file electronically with the SEC. Also, using our website, http://www.skkworks.com.sg, you can access electronic copies of documents we file with the SEC, including the registration statement of which this prospectus is a part, our Annual Reports on Form 20-F and our reports on Form 6-K, and any amendments to those reports. Information on our website is not incorporated by reference in this prospectus. You may also request a copy of those filings, excluding exhibits, at no cost by writing, emailing or telephoning our principal executive office, which is at 27 First Lok Yang Road, Singapore 629735, phone number +65 6334 3831.

We have filed with the SEC a registration statement under the Securities Act of which this prospectus is a part. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference documents we file with the SEC, which means that we can disclose information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents:

All annual reports we file with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, on Form 20-F after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus and to be part hereof from the date of filing of such documents. We may incorporate by reference any Form 6-K subsequently submitted to the SEC by identifying in such Form 6-K that it is being incorporated by reference into this prospectus.

We shall undertake to provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of any such person to us, a copy of any or all of the documents referred to above that have been or may be incorporated into this prospectus by reference, including exhibits to such documents, unless such exhibits are specifically incorporated by reference to such documents. Requests for such copies should be directed to 27 First Lok Yang Road, Singapore 629735, Attn: Secretary, telephone: +65 6334 3831.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. This prospectus is an offer to sell or to buy only the securities referred to in this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any prospectus supplement is current only as of the date on the front page of those documents. Also, you should not assume that there has been no change in our affairs since the date of this prospectus or any applicable prospectus supplement.

As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are not currently required under the Exchange Act to publish financial statements as frequently or as promptly as are United States companies subject to the Exchange Act. We will, however, continue to furnish our shareholders with annual reports containing audited financial statements and will issue quarterly press releases containing unaudited results of operations as well as such other reports as may from time to time be authorized by our board of directors or as may be otherwise required.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being an exempted Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions, and the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. The Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and Cayman Islands companies may not have standing to sue before the federal courts of the United States.

It may be difficult for investors in our securities to effect service of process within the United States upon us or to enforce against our company judgments of courts of the United States predicated upon civil liabilities under the U.S. federal securities or other laws because all of our assets and all of our officers and directors are located outside the United States. Furthermore, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States because we have no assets in the United States.

Although we have assets in Singapore, there is doubt as to the enforceability of civil liabilities under the Securities Act and the Exchange Act in original actions instituted in either the U.S. or Singapore. Courts in Singapore may refuse to enforce a U.S. judgment or may refuse to hear a claim based on a violation of U.S. securities laws. In addition, even if a Singapore court were to agree to hear a claim, it may determine that Singapore law, and not U.S. law, is applicable to the claim. There is uncertainty as to whether the courts of the Cayman Islands would:

Moreover, we have no assets in the Cayman Islands that may be used to satisfy a judgment rendered by a court located there.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

770,000 Class A Ordinary Shares

SKK HOLDINGS LIMITED

PROSPECTUS SUPPLEMENT

August 12, 2026