$3.0 Million Private Placement (PIPE)

Pursuant to the Agreements dated May 1, 2026, Skycorp will issue a total of 1,694,000 Class A Ordinary Shares. The purchase price is set at USD1.7703 per share. This price represents a 30% discount to the arithmetic average of the Company's official daily closing prices on the Nasdaq Capital Market over the 10-consecutive-trading-day period from April 17, 2026, through April 30, 2026, which was calculated to be USD2.5290 per share.

The USD3,000,000 private placement is being subscribed to by three unaffiliated institutional investors:

  • Hoping Group Limited (British Virgin Islands) subscribed for 593,000 Class A Ordinary Shares for an amount of USD1,050,000.
  • Matrix Sea Limited (Cayman Islands) subscribed for 592,000 Class A Ordinary Shares for an amount of USD1,048,500.
  • Hoping AI Machine Pte Ltd (Singapore) subscribed for 509,000 Class A Ordinary Shares for an amount of USD901,500.



     

None of the investors are affiliates of the Company, and no executive or controlling person of the investors currently serves as a director or officer of Skycorp. To ensure market stability, all newly issued Class A Ordinary Shares under this transaction are subject to a six-month lock-up period commencing on May 1, 2026. During this period, the investors may not sell, transfer, pledge, or hedge the shares without the Company's prior written consent.

The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital, business development, and potential strategic transactions.