UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-42544
Skycorp Solar Group Limited
Room 303, Block B,
No. 188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province, China 315048
+86 0574 87966876
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release | |
| 99.2 | EGM Notice | |
| 99.3 | Form of Proxy |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Skycorp Solar Group Limited | ||
| Date: September 17, 2025 | By: | /s/ Weiqi Huang |
| Name: | Weiqi Huang | |
| Title: | Chief Executive Officer, Chairman of the Board, Director | |
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Exhibit 99.1
Skycorp to Hold Extraordinary General Meeting
NINGBO, China, September 17, 2025 /PRNewswire/ – Skycorp Solar Group Limited (the “Company” or “Skycorp”) (Nasdaq: PN), a solar PV product provider engaged in the manufacture and sale of solar cables and solar connectors, today announced that it will hold an extraordinary general meeting (the “EGM”) of shareholders at its executive office at Room 303, Block B, No.188 Jinghua Road, Yinzhou District, Ningbo City, Zhejiang Province, China 315048, at 10:00 a.m. on October 10, 2025, Beijing/Hong Kong Time.
Holders of record of the Company’s ordinary shares of at the close of business on September 15, 2025, Eastern Time, or their proxy holders, are entitled to vote at the EGM or any adjournment or postponement thereof.
Copies of the notice of the Meeting and the form of proxy are available on the Company’s corporate investor relations website at https:// www.ir.skycorp.com.
About Skycorp Solar Group Limited
Skycorp Solar Group Limited is a solar photovoltaic (PV) product provider focused on manufacturing and selling solar cables and connectors. We also partner with various IC chip manufacturers to offer new and used GPU and HPC servers. Our operations are managed through our subsidiaries, including Ningbo Skycorp Solar Co., Ltd., in China.
The Company’s mission is to become a green energy solutions provider for data centers by utilizing solar power and delivering eco-friendly solar PV products. By leveraging the Company’s expertise in solar technologies and relationships with HPC server clients, it aims to expand offerings of solar PV products and server solutions for enterprise customers. For more information, please visit: https:// www.ir.skycorp.com.
Forward-looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Investor Relations
WFS Investor Relations Inc.
Connie Kang
Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
Exhibit 99.2
Skycorp Solar Group Limited
Registered Company No 386421
| Notice of Extraordinary General Meeting |
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the Meeting) of Skycorp Solar Group Limited, a Cayman Islands exempted company with limited liability (the Company) will be held at Room 303, Block B, No.188 Jinghua Road, Yinzhou District, Ningbo City, Zhejiang Province, China 315048 on October 10, 2025 at 10:00 a.m. (local time).
You are cordially invited to attend the Meeting for the purpose of considering and voting upon, and if thought fit, passing and approving the following resolutions of the Company:
PROPOSAL 1 – SHARE CONSOLIDATION
“RESOLVED, as an ordinary resolution that,
| 1. | conditional upon the approval of the board of directors of the Company (the Board) in its sole discretion, with effect as of the date within three (3) calendar years after the conclusion of the Meeting as the Board may determine (the Effective Date): |
| a) | the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 10, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the Share Consolidation); |
| b) | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| c) | any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
| 2. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.” |
PROPOSAL 2 – AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
“RESOLVED, as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, to reflect the Share Consolidation.”
PROPOSAL 3 – ADJOURMENT
“RESOLVED, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.”
All registered shareholders of the Company at the close of business on September 15, 2025 (the Record Date) are entitled to receive notice of, attend and vote on the matters to be acted on at the Meeting and any adjourned or postponed meeting thereof.
This Notice of Meeting is dated October 10, 2025 and is being mailed to shareholders on or about the same date.
By order of the Board of Directors of the Company
| /s/ Weiqi Huang | ||
| Name: | Weiqi Huang | |
| Chairman | ||
Exhibit 99.3
Skycorp Solar Group Limited
Registered Company No 386421
| FORM OF PROXY FOR Extraordinary General Meeting |
Proxies
A member entitled to attend and vote at the meeting may appoint a proxy.
A blank proxy form is attached. This form is a sample proxy form only. Please follow the instructions on the voting document that was provided to you for information on how to vote your proxy. Please consider carefully the conditions attaching to appointment of a proxy.
Please see the conditions attaching to the appointment of a proxy for the time of such delivery.
Proxy instructions
What happens if you do not follow these instructions?
| 1 | If you do not follow these instructions, any instrument you make appointing a proxy will be invalid. |
Eligible members
If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf. Only registered shareholders whose names are on the register of members of the Company as at the close of business on September 15, 2025, being the Record Date, are entitled to attend and vote at the meeting of the Company.
A proxy need not be a member of the Company.
A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights.
If you complete a proxy form, can you still attend and vote at the meeting?
Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.
Multiple proxies
If you are a member entitled to cast two or more votes at the meeting, you may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes.
Joint shareholders
In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).
If a poll is to take place within 24 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.
TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy
Enter Your Control Number:
TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date and mail to:
Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
Skycorp Solar Group Limited
Registered Company No 386421
(the Company)
Proxy Form
| I/We | …………………………………………………………………………………… |
| of | …………………………………………………………………………………… |
being a member/members of the Company and the holder/holders of
…………………………………………………………..…. (number and class of shares)
appoint as my/our proxy, …………………………………………………………..…. of
………………………………………………………………………………………………………………
at the extraordinary general meeting of the Company to be held at Room 303, Block B, No.188 Jinghua Road, Yinzhou District, Ningbo City, Zhejiang Province, China 315048 on October 10, 2025 at 10:00 a.m. (local time).
Please indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.
| PROPOSAL 1 - SHARE CONSOLIDATION | For | Against | Abstain | |||||
| RESOLVED, as an ordinary resolution that, | ☐ | ☐ | ☐ | |||||
| 1. | conditional upon the approval of the board of directors of the Company (the Board) in its sole discretion, with effect as of the date within three (3) calendar years after the conclusion of the Meeting as the Board may determine (the Effective Date): | |||||||
| a) | the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 10, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the Share Consolidation); | |||||||
| b) | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and | |||||||
| c) | any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and | |||||||
| 2. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion. | |||||||
| PROPOSAL 2 – AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION | For | Against | Abstain | |||
| RESOLVED, as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, to reflect the Share Consolidation. | ☐ | ☐ | ☐ | |||
| PROPOSAL 3 – ADJOURMENT | For | Against | Abstain | |||
| RESOLVED, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. | ☐ | ☐ | ☐ |
Dated _________________
Executed by:
………………………...............
Signature of shareholder
Name of Authorized Officer/Attorney: ________________________3
| 1 | Full name(s) and address(es) to be inserted in block letters. |
| 2 | Insert name and address of the desired proxy in the spaces provided. If you wish to appoint the chairperson, write “The chairperson” without inserting an address. |
| 3 | To be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf of the corporate shareholder. |
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