v3.26.1
Shareholders' Equity (Tables)
12 Months Ended
Mar. 31, 2026
Shareholders' Equity [Abstract]  
Schedule of Shares Before Re Designation

a. Ordinary shares before re-designation

 

Date   Events   Number of
shares
    Par value     Amount  
June 27, 2024   Share issued upon incorporation     5,000,000,000       0.00001       50,000  
July 24, 2024   Share surrender and cancellation by sole shareholder     (4,973,495,000 )     0.00001       (49,735 )
July 24, 2024   Re-designate shares into Class A Ordinary Shares     (26,505,000 )     0.00001       (265 )
July 24, 2024   Re-designate shares into Class B Ordinary Shares     (1,995,000 )     0.00001       (20 )
    Ordinary shares before re-designation issued and outstanding after reorganization           0.00001        

b. Class A Ordinary Shares

 

Date   Events   Number of
shares
    Par value     Amount  
July 24, 2024   Re-designate shares into Class A Ordinary Shares     26,505,000       0.00001       265  
January 23, 2025   Issue of shares pursuant to IPO*     1,500,000       0.00001       15  
February 6, 2025   Issue of shares pursuant to IPO*     225,000       0.00001       2  
August 27, 2025   Share Retirement #     (18,500,000 )     0.00001       (185 )
August 29, 2025   Private Placement ##     1,359,314       0.00001       14  
November 3, 2025   Issue of shares pursuant to Private Placement ###     727,272       0.00001       7  
December 16, 2025     Issuance of shares pursuant to warrant exercise     500,000       0.00001       5  
March 9, 2026   Issuance of shares pursuant to warrant exercise     2,969,905       0.00001       30  
March 26, 2026   Issuance of shares pursuant to warrant exercise     200,000       0.00001       2  
    Class A Ordinary Shares issued and outstanding as of March 31, 2026     15,486,491       0.00001       155  

 

*  On January 23, 2025, the Company completed its initial public offering on NASDAQ, under the ticker symbol “SKBL”. Under this offering, 1,500,000 ordinary shares were issued at a price of $4.00 per share. In addition, the Company granted a 45-day option to the underwriter to purchase up to an additional 225,000 ordinary shares at the public offering price, less underwriting discounts, to cover over-allotment, if any. On February 6, 2025, the underwriter exercised the over-allotment option in full to purchase an additional 225,000 ordinary shares. On January 23, 2025, the Company closed its initial public offering and the exercise of the over-allotment option, received net proceeds of US$4,807,322 from the offering after deducting underwriting discounts and offering expenses of US$2,092,678 from the gross proceeds of US$6,900,000.

 

# On August 27, 2025, Supreme Development (BVI) Holdings Limited (“SD”), the Company’s previous controlling shareholder and a company beneficially owned by Mr. Ngo Chiu Lam, our Chief Executive Officer, entered into a definitive securities purchase agreement with Quantum Leap Energy LLC (“QLE”) pursuant to which SD transferred and sold to QLE all 1,995,000 issued and outstanding Class B Ordinary Shares of the Company. Each Class B Ordinary Share entitles the holder to 20 votes per share and votes together with the Class A Ordinary Shares on all matters submitted to shareholders. On March 29, 2026, QLE entered into a securities exchange agreement with Dablam LP to assign and transfer its 1,995,000 Class B Ordinary Shares held by QLE to Dablam LP, in exchange for and against Dablam LP’s concurrent assignment and transfer to QLE of 1,995,000 Class A Ordinary Shares held by Dablam LP. The Company also used approximately $7,000,000 of the gross proceeds from the August 2025 Offering to retire 18,500,000 Class A Ordinary Shares owned by SD (the “Share Retirement”).

 

##

On August 29, 2025, the Company closed its private placement (the “Offering (AUG)”) pursuant to a Securities Purchase Agreement dated August 27, 2025, among the Company and certain accredited investors. Pursuant to the Offering (AUG), the Company issued and sold (i) 1,359,314 Class A Ordinary Shares, par value $0.00001 per share, (ii) 22,990,000 prefunded warrants to purchase Class A Ordinary Shares, (iii) Class A Ordinary Share Purchase Warrant A (“Investor Warrants”) to purchase up to 24,349,314 Class A Ordinary Shares, (iv) Class A Ordinary Share Purchase Warrant B (“Investor Warrants”) to purchase up to 24,349,314 Class A Ordinary Shares, and (v) 1,947,945 Placement Agent Warrants to purchase Class A Ordinary Shares issued to the Placement Agents as compensation.

 

### 

On November 3, 2025, the Company closed its private placement (the “Offering (OCT)”) pursuant to a Securities Purchase Agreement dated October 28, 2025, among the Company and certain accredited investors. Pursuant to the Offering (OCT), the Company issued and sold (i) 727,272 Class A Ordinary Shares, par value $0.00001 per share, (ii) 16,643,636 prefunded warrants in lieu of Class A Ordinary Shares (the “Pre-funded Warrants”)), and (iii) 17,370,909 Class A Ordinary Share Purchase Warrants to purchase Class A Ordinary Shares (the “Ordinary Warrants, Investor Warrants”), and (iv) 1,389,673 Placement Agent Warrants to purchase Class A Ordinary Shares issued to the Placement Agents as compensation.

c. Class B Ordinary Shares

 

Date   Events   Number of
shares
    Par value     Amount  
July 24, 2024   Re-designate shares into Class B Ordinary Shares     1,995,000       0.00001       20  
    Class B Ordinary Shares issued and outstanding as of March 31, 2026     1,995,000       0.00001       20  

As of March 31, 2026, the following Preferred Shares were issued and outstanding:

 

Date   Authorized   Issued & Outstanding     Par value     Amount  
January 23, 2026   Series A Preferred Shares     47,326,026       0.00001       473  
February 13, 2026   Series B Preferred Shares     6,442       0.00001       -  
Schedule of Warrant Activity

Warrant activity during the year ended March 31, 2026 is indicated below:

 

    Pre-Funded Warrants     Investor Warrant A     Investor Warrant B     Investor Warrants
(Oct 2025)
    Placement Agent Warrants     Total  
As at March 31, 2025     -       -       -       -       -       -  
Issued — August 2025 Offering     22,990,000       24,349,314       24,349,314       -       1,947,945       73,636,573  
Issued — October 2025 Offering     16,643,636       -       -       17,370,908       1,389,673       35,404,217  
Exchanged — January 2026     -       (24,349,314 )     (24,349,314 )     -       -       (48,698,628 )
Exercise     (3,670,000 )     -       -       -       -       (3,670,000 )
Issued — Series B Financing     -       -       -       -       804,750       804,750  
Issued — March 2026 Convertible Notes     -       -       -       -       652,500       652,500  
As at March 31, 2026     35,963,636       -       -       17,370,908       4,794,868       58,129,412  
Exercise Price   $ 0.00001 (par)       -       -     $ 1.50       $0.73–$2.40          
Expiration Date     No stated expiration / 5years       -       -       Nov-30       August 2030–March 2031          
Schedule of Non-vested Class A Ordinary Shares Activity

This table details the changes in the unvested shares for the fiscal year ended March 31, 2026:

 

Non-vested Class A Ordinary Shares Activity

 

Non-vested Shares   Number of
Shares
    Weighted-
Average Grant-Date
Fair Value
    Year ended
March 31,
2026
 
Unvested at April 1, 2025         $     $  
Granted     3,000,000     $ 2.98     $ 8,940,000  
Vested     (750,000 )   $ 2.98     $ (2,235,000 )
Forfeited / Cancelled         $     $  
Unvested at March 31, 2026     2,250,000     $ 2.98     $ 6,705,000  
Schedule of Share-Based Compensation Expense recognized

Share-Based Compensation Expense recognized in the Consolidated Statements of Operations and Comprehensive Income

 

    Year ended March 31,
2026
 
General and administrative expenses   $ 2,235,000  
Total share-based compensation expense   $ 2,235,000  
Income tax benefit related to share-based compensation