SecProbe.io

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 Skyline Builders Group Holding Limited

 Office A, 15/F, Tower A, Capital Tower,

 No. 38 Wai Yip Street, Kowloon Bay, Hong Kong

 December 08, 2025

 VIA EDGAR & TELECOPY

 Attn: Stacie Gorman

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 RE:
 Skyline Builders Group Holding Limited (the "Company")

 Registration Statement on Form F-1

 (File No. 333-291550) (the "Registration Statement")

 Dear Ms. Gorman:

 The Company hereby requests, pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such
Registration Statement will become effective as of 5:00 p.m. on December 09, 2025, or as soon thereafter as practicable.

 The Company hereby acknowledges that:

 ●
 Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 ●
 The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ●
 The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such
request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Loeb & Loeb LLP.

 [Signature page follows]

 Very truly yours,

 Skyline Builders Group Holding Limited

 By:
 /s/ Ngo Chiu Lam

 Name:
 Ngo Chiu, LAM

 Title:
 Chairman of the Board,
Chief Executive Officer and Director

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    Lawrence Venick

    Partner

    2206-19 Jardine House
    Direct
    +852.3923.1188

    1 Connaught Place Central
    Main
    +852.3923.1111

    Hong Kong, SAR
    Fax
    +852.3923.1100

    lvenick@loeb.com

Via EDGAR

September 26, 2025

Ms. Pam Howell and Mr. Benjamin Holt

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

    Re:
    Skyline Builders Group Holding Limited

    Registration Statement on Form F-1

    Filed September 10, 2025

    File No. 333-290172

Dear: Ms. Pam Howell and Mr. Benjamin Holt

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated September 19, 2025 from the Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced Registration Statement on Form F-1 (the “Form F-1”). We have submitted an amendment No.1 to the Registration
Statement on Form F-1 (the Amendment”) in response to the Staff’s comments.

For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.

Registration Statement on Form F-1 filed
September 10, 2025

General

    1.
    Given the nature of your offering, including the size of the transaction relative to the number of outstanding shares held by non-affiliates and the amount of time the Selling Shareholders have held their shares, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please refer to Securities Act Rules Compliance and Disclosure Interpretation 612.09.

Response: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the selling stockholders are not and should not be considered “underwriters”
under Section 2(a)(11) of the Securities Act with respect to the sale of Resale Securities in the resale transaction contemplated by the
registration statement (the “Registration Statement”) should not be categorized as an indirect primary offering. The
legal analysis as to whether the selling shareholders should be deemed to be underwriters under Section 2(a)(11) of the Securities Act
is set forth below:

Section 2(a)(11) of the Securities Act
defines an underwriter as “any person who has purchased from an issuer with a view to, or offers or sells for
an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such
undertaking, or participates or has a participation in the direct or indirect underwriting of any such underwriting…”
The Division of Corporation Finance (the “Division”) provided further guidance in Compliance and Disclosure Interpretation
612.09 (January 26, 2009) on the question of whether a “purported secondary offering is really a primary offering, i.e., the selling
stockholders are actually underwriters selling on behalf of an issuer” is a highly fact-specific question that should take into
account the following considerations: (i) the circumstances under which they received them; (ii) how long the selling stockholders have
held the shares; (iii) their relationship to the issuer; (iv) the amount of shares involved; (v) whether the sellers are in the business
of underwriting securities; and (vi) whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Factor 1: Circumstances under
which the Selling Stockholders Acquired the Shares

Up to 74,995,887 Class A Ordinary Shares,
Prefunded Warrants, Class A Ordinary Share Purchase Warrant As, Class A Ordinary Share Purchase Warrant Bs, and Placement Agent Warrants
were issued and sold to the Selling Stockholders (“Resale Securities”) in a private placement that closed on August
29, 2025 (the “Private Placement”).

Quantum Leap Energy LLC is a subsidiary
of ASP Isotopes Inc. and is pursuing an initiative to produce advanced nuclear fuels, such as HALEU and Lithium-6, in South Africa. Paul
Mann is the manager of Quantum Leap Energy LLC. American Ventures LLC, Series XIX SKBL is an entity with principal businesses in private
investments. We refer to Quantum Leap Energy LLC, Paul Mann, and American Ventures LLC, Series XIX SKBL as “Investors.”
The placement agents, Dominari Securities LLC, Revere Securities LLC, and Pacific Century Securities, LLC (collectively, the “Placement
Agents” together with the Investors, the “Selling Shareholders”), each received Placement Agent Warrants in connection
with the private placement. Except for Dominari Securities LLC and Revere Securities LLC, which participated in our initial public offering,
to our knowledge, none of the Selling Shareholders have had any other material relationship with the Company. The Investors, who own 97.4%
of the shares among the Selling Shareholders, are not involved in the business of underwriting securities.

Factor 2: How Long the Selling
Stockholders Have Held the Shares

The Resale Securities were issued on
August 29, 2025. Although the Selling Stockholders have held their securities for approximately one month, there is no assurance that
the Registration Statement will be declared effective. Accordingly, the Selling Stockholders are subject to the full economic and market
risks of their investment since the date of the acquisition of the Resale Securities.

Further, although the Registration Statement
covers all of Class A Ordinary Shares as well as the Class A Ordinary Shares issuable upon exercise of the Prefunded Warrants, A Warrants,
B Warrants, and Placement Agent Warrants, the selling stockholders do not currently intend to dispose of all of such shares in a single
transaction; thus, the Selling Shareholders will continue to bear the market risk of holding the Company’s shares even after the
effectiveness of the Registration Statement. The Company believes that the period of time that each Selling Shareholders will have held
the shares and have borne the economic and market risk of such ownership, together with the additional factors described herein, evidence
that each Selling Stockholder is acting on its own behalf and is not acting as a statutory underwriter.

Factor 3: Relationship with
Company

To the Company’s knowledge, except
for (i) Dominari Securities LLC and Revere Securities LLC, which participated in our initial public offering, and (ii) Quantum Leap Energy
LLC, whose Chief Executive Officer, Dr. Ryno Pretorius, and Jacob Roew, Vice President of Business Development and Investor Relations
at ASP Isotopes Inc. (the parent company of Quantum Leap Energy LLC), have served as directors of the Company since September 2025, none
of the Selling Shareholders have had any material relationship with the Company.

    2

In addition, the Selling Shareholders,
instead of the Company, would be responsible for paying any broker-dealer fees or commissions directly to the broker-dealers they engage
to assist in selling the Resale Securities.

For this reason, the Company believes
the Selling Shareholders did not acquire their shares with a view to distribution and thus should not be viewed as “underwriters”
in connection with the offering of the Company.

Factor 4: The Amount of Shares
Involved

The Selling Shareholders are offering
up to 74,995,887 Class A Ordinary Shares, constituting approximately 676.29% of our outstanding Class A Ordinary Shares, assuming exercise
of all Prefunded Warrants, A Warrants, B Warrants, and Placement Agent Warrants. Upon exercise of the warrants, a substantial number of
Class A Ordinary Shares will be registered for potential resale. However, the Selling Shareholders do not currently intend to dispose
of all such shares in a single transaction. The Selling Shareholders are subject to certain beneficial ownership limitations, pursuant
to which no holder may exercise A Warrants or B Warrants if, following such exercise, such Selling Shareholder would beneficially own
more than 4.99% or 9.99% of our issued and outstanding Class A Ordinary Shares.

Factor 5: Whether the Selling
Stockholder is in the business of underwriting securities

As stated above, Quantum Leap Energy
LLC is a subsidiary of ASP Isotopes Inc. and is pursuing an initiative to produce advanced nuclear fuels, such as HALEU and Lithium-6,
in South Africa. Paul Mann is the manager of Quantum Leap Energy LLC. American Ventures LLC, Series XIX SKBL is an entity with principal
businesses in private investments. To the Company’s knowledge, none of the Investors have at any time been affiliated with, or acted
as, securities broker-dealers or representatives thereof.

Furthermore, in connection with the
Resale Securities, the Selling Shareholders have not entered into any underwriting arrangements with the Company, nor do they have any
contractual, legal or other relationship with the Company that would control the timing, nature or amount of resales of the Resale Securities,
or whether any Resale Securities will be resold at all under the Registration Statement. The Selling Shareholders will receive no commission
or other payment from the Company for the sale of Resale Securities, and the Company will not receive any of the proceeds from such sales.
Therefore, the Company believes that the Selling Shareholders are not in the business of underwriting securities.

Factor 6: Whether under All
the Circumstances it Appears that the Selling stockholders Are Acting as a Conduit for the Company

The Company has not entered into any
contracts, commitments, arrangements, or understandings with the Selling Shareholders to carry out any transaction in the Resale Securities.
In addition, at the time of acquisition of the Resale Securities, to the Company’s knowledge, the Selling Shareholders did not have
any agreements or understandings, directly or indirectly, with any person to distribute such Resale Securities.

    3

Conclusion

For the foregoing reasons, the Company
believes that the Selling Shareholders, are not and should not be considered, “underwriters” under Section 2(a)(11) of the
Securities Act with respect to the sale of Resale Securities in the proposed offering. The Selling Shareholders did not acquire the Resale
Securities under circumstances that would indicate that they were receiving compensation from the Company in connection with the Resale
Securities or that the Company had any financial interest in the sale of the Resale Securities. Additionally, there is no evidence of
special selling efforts or selling methods that would suggest a view to “distribution.” Finally, to the Company’s knowledge,
the Investors, who collectively own 97.4% of the shares among the Selling Shareholders, are not in the business of underwriting securities.
In light of these circumstances and the others described herein, we respectfully submit that the Selling Shareholders are not acting as
underwriters on behalf of, or as a conduit for, the Company. The Company has filed this registration statement on Form F-1 to register
the Resale Securities in connection with the resale transaction instead of having an indirect primary offering.

    2.
    To the extent the exercise price of any of the convertible securities being registered is subject to adjustment, please revise your disclosure throughout the prospectus, as appropriate, to clearly so state. For example, we note that pursuant to Section 3 of each of Exhibit 4.2, Exhibit 4.3, and Exhibit 4.4, it appears the exercise price of the warrants would be adjusted under certain circumstances, including, as applicable, a Dilutive Issuance, a Variable Rate Transaction, stock dividends and splits, or voluntarily at the company's discretion. We also note that pursuant to Article 3.1 and Schedule 3.1(g) of Exhibit 10.9, it appears the exercise price of the convertible securities may be subject to adjustment.

Response: The Company revised
the Cover Page, pages 49, and page II-2 of the Amendment in response to the Staff’s comments.

Exhibits

    3.
    Please re-file the Securities Purchase Agreement filed as Exhibit 10.9 to include Schedule 3.1(g).

Response: The Company has refiled
Exhibit 10.9 to include Schedule 3.1(g) in response to the Staff’s comments.

* * *

    4

Please contact the undersigned
at +1 (310) 728-5129 if you have any questions with respect to the response contained in this letter.

    Sincerely,

    /s/ Lawrence S. Venick

    Lawrence Venick

    Partner

cc: Ngo Chiu Lam

    5

September 19, 2025
Ngo Chiu Lam
Chairman of the Board, Chief Executive Officer and Director
Skyline Builders Group Holding Limited
Office A, 15/F, Tower A, Capital Tower
No. 38 Wai Yip Street, Kowloon Bay, Hong Kong
Re:Skyline Builders Group Holding Limited
Registration Statement on Form F-1
Filed September 10, 2025
File No. 333-290172
Dear Ngo Chiu Lam:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed September 10, 2025
General
1.Given the nature of your offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates and the amount of time the
Selling Shareholders have held their shares, it appears that the transaction may be an
indirect primary offering on behalf of the registrant. Please provide us with a detailed
legal analysis of your basis for determining that it is appropriate to characterize the
transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For
guidance, please refer to Securities Act Rules Compliance and Disclosure
Interpretation 612.09.
To the extent the exercise price of any of the convertible securities being registered is
subject to adjustment, please revise your disclosure throughout the prospectus, as
appropriate, to clearly so state. For example, we note that pursuant to Section 3 of 2.

September 19, 2025
Page 2
each of Exhibit 4.2, Exhibit 4.3, and Exhibit 4.4, it appears the exercise price of the
warrants would be adjusted under certain circumstances, including, as applicable, a
Dilutive Issuance, a Variable Rate Transaction, stock dividends and splits, or
voluntarily at the company's discretion. We also note that pursuant to Article 3.1 and
Schedule 3.1(g) of Exhibit 10.9, it appears the exercise price of the convertible
securities may be subject to adjustment.
Exhibits
3.Please re-file the Securities Purchase Agreement filed as Exhibit 10.9 to
include Schedule 3.1(g).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lawrence S. Venick, Esq.

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Skyline Builders Group Holding Limited

Office A, 15/F, Tower A, Capital Tower,

No. 38 Wai Yip Street, Kowloon Bay, Hong Kong

February 28, 2025

VIA EDGAR & TELECOPY

Attn: Catherine De Lorenzo

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Skyline Builders Group Holding Limited (the “Company”)

    Registration Statement on Form F-1

    (File No. 333-285283) (the “Registration Statement”)

Dear Ms. De Lorenzo:

The Company hereby requests, pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such
Registration Statement will become effective as of 5:00 p.m. on March 4, 2025, or as soon thereafter as practicable.

The Company hereby acknowledges
that:

    ●
    Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ●
    The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ●
    The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such
request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Loeb & Loeb LLP.

[Signature page follows]

    Very truly yours,

    Skyline Builders Group Holding Limited

    By:
    /s/ Ngo Chiu Lam

    Name:
    Ngo Chiu Lam

    Title:
    Chief Executive Officer

February 25, 2025
Ngo Chiu Lam
Chief Executive Officer
Skyline Builders Group Holding Limited
Office A, 15/F, Tower A, Capital Tower
No. 38 Wai Yip Street
Kowloon Bay, Hong Kong
Re:Skyline Builders Group Holding Limited
Draft Registration Statement on Form F-1
Submitted February 14, 2025
CIK No. 0002031009
Dear Ngo Chiu Lam:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ted Paraskevas, Esq.

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SKYLINE
BUILDERS GROUP HOLDING LIMITED

VIA
EDGAR

December
27, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

Washington,
D.C. 20549

Attn:
Ruairi Regan / Brigitte Lippmann

    Re:
    Skyline Builders Group
    Holding Limited

    Registration Statement
    on Form F-1

    Filed December 18, 2024,
    as amended

    File No. 333-282720

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Skyline Builders Group Holding Limited hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 pm, Eastern Time, on December 31, 2024, or as
soon as thereafter practicable.

    Very truly
    yours,

    /s/
    Ngo Chiu Lam

    Ngo Chiu Lam

    Chief Executive Officer and Director

    cc:
    Loeb & Loeb LLP

    Sichenzia Ross Ference Carmel LLP

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Dominari Securities LLC

725 Fifth Avenue, 23rd Floor

New York, NY 10022

December 27, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ruairi Regan / Brigitte Lippmann

    Re:

    Skyline Builders Group Holding Limited.

    Registration Statement on Form F-1

    Filed December 18, 2024, as amended

    File No. 333-282720

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Regan and Ms. Lippmann,

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Dominari Securities
LLC, as representative of the underwriters of the offering, hereby joins the request of Skyline Builders Group Holding Limited that the
effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that it may become effective at 4:30 pm.,
Eastern Time, on December 31, 2024, or as soon thereafter as practicable.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

    Best Regards,

    DOMINARI SECURITIES LLC

    By:
    /s/ Eric Newman

    Name:
     Eric Newman

    Title:
    Global Head of Investment Banking

    cc:
    Loeb & Loeb LLP

    Sichenzia Ross Ference Carmel LLP

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October 18, 2024

Via Edgar Transmission

Ms. Ruairi Regan/Ms. Brigitte Lippmann

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

    Re:

    Skyline Builders Group Holding Limited (the “Company”)

    Amended Draft Registration Statement on Form F-1

    Submitted September 16 and September 23, 2024

    CIK No. 0002031009

Dear Ms. Ruairi Regan/Ms. Brigitte Lippmann

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated September 30, 2024 from the Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced Draft Registration Statement on Form F-1 (the “Form F-1”).

For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.

Draft Registration Statement on Form F-1

Amended Draft Registration Statement on
Form F-1

Management’s Discussion and Analysis…

Liquidity and Capital Resources, page 61

1. We note your revised disclosure in this section in response to prior comment 4; however, the maturity
dates for much of your debt as disclosed including in the table starting on page 61 and in your disclosure on page 63 appear to have passed.
We note, for example, your disclosure that you re-drew from your revolving loan facilities, resulting in an outstanding balance of US$6,358,678
as of July 31, 2024. Please revise your disclosure throughout this section to clarify the current status of your indebtedness.

Response: We note the Staff’s comment, and respectfully advise that we have revised page 61 to 63 to update the disclosure to clarify
the status of our indebtedness as of September 30, 2024. The outstanding balance of bank borrowings as of September 30, 2024 was US$10,661,538.

Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Revenue Recognition, page F-13

2. We note your response to prior comment 7. Please further expand your disclosures to state when you
expect to recognize revenues related to unsatisfied (or partially unsatisfied) performance obligations. Refer to ASC 606-10-50-13(b).

Response: We note the Staff’s
comment, and respectfully advise that we have revised page F-14 to update the disclosure of the expected timing to recognize revenues
related to unsatisfied (or partially unsatisfied) performance obligations pursuant to ASC 606-10-50-13.

17. Segment Reporting, page F-33

3. Please revise your response to prior comment 12 that the Company operates in a single segment that
represents its core business as an Approved Public Works Contractor involving integrated services such as site formation, reinforced concrete
works, and drainage, which are components of comprehensive contracts rather than distinct products or services. Please further clarify
for us whether the Company is providing only road and drainage work in its contracts whereby the construction activities you disclose
as undertaken by the Company on page 76 such as site formation works, reinforced concrete structure works, road and drainage works, earthworks
and landscape works are integrated into the final deliverable or whether the Company also engages specifically in providing contracts
related to site formation, drainage and reinforced concrete projects separately as the final deliverable. In that regard, we note the
disclosure on page 73 related to the overview of civil engineering works in Hong Kong which seems to view road and drainage work and site
formation as separate segments in the civil engineering works industry. It also appears there are sub categories such as construction
and maintenance for some of these categories. We remind you that the disclosure requirements in ASC 280-10-50-40 are required even if
a Company operates in a single reportable segment.

Response: We note the Staff’s
comment, and respectfully advise that we have revised page 1, 54, 76, 79 and F-13 of the Form F-1 to clarify that the Company is only
providing road and drainage work in its contracts. We have removed reference to site formation works, reinforced concrete structure works,
earthworks and landscape works in the Form F-1. We would like to clarify that we mainly engaged in public civil engineering works, such
as road and drainage works. Road and drainage works mainly include construction of footway, drain, ducts and pipelines. In the performance
of road and drainage works, we may be required to (i) clear the construction site and make demolition of existing structures; (ii) install
concrete and reinforcing steel bars; (iii) conduct excavation, deposition, disposal and compaction of fill material; and (iv) plant trees,
plants, irrigation system and general establishment works.

Please contact the undersigned
at (852) 3923 1188 you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/ Lawrence S. Venick, Esq.

    Lawrence S. Venick, Esq.

    Direct Dial: +852 3923 1188

    Email:lvenick@loeb.com

September 30, 2024
Ngo Chiu Lam
Chief Executive Officer
Skyline Builders Group Holding Limited
Office A, 15/F, Tower A, Capital Tower
No. 38 Wai Yip Street
Kowloon Bay
Hong Kong
Re:Skyline Builders Group Holding Limited
Amended Draft Registration Statement on Form F-1
Submitted September 16 and September 23, 2024
CIK No. 0002031009
Dear Ngo Chiu Lam:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
September 5, 2024 letter.
Amended Draft Registration Statement on Form F-1
Management's Discussion and Analysis...
Liquidity and Capital Resources, page 61
1.We note your revised disclosure in this section in response to prior comment 4; however,
the maturity dates for much of your debt as disclosed including in the table starting on
page 61 and in your disclosure on page 63 appear to have passed. We note, for example,
your disclosure that you re-drew from your revolving loan facilities, resulting in an
outstanding balance of US$6,358,678 as of July 31, 2024. Please revise your disclosure
throughout this section to clarify the current status of your indebtedness.

September 30, 2024
Page 2
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
2.We note your response to prior comment 7. Please further expand your disclosures to
state when you expect to recognize revenues related to unsatisfied (or partially
unsatisfied) performance obligations. Refer to ASC 606-10-50-13(b).
17. Segment Reporting, page F-33
3.We note your response to prior comment 12 that the Company operates in a single
segment that represents its core business as an Approved Public Works Contractor
involving integrated services such as site formation, reinforced concrete works, and
drainage, which are components of comprehensive contracts rather than distinct products
or services. Please further clarify for us whether the Company is providing only road and
drainage work in its contracts whereby the construction activities you disclose as
undertaken by the Company on page 76 such as site formation works, reinforced concrete
structure works, road and drainage works, earthworks and landscape works are integrated
into the final deliverable or whether the Company also engages specifically in providing
contracts related to site formation, drainage and reinforced concrete projects separately as
the final deliverable. In that regard, we note the disclosure on page 73 related to the
overview of civil engineering works in Hong Kong which seems to view road and
drainage work and site formation as separate segments in the civil engineering
works industry. It also appears there are sub categories such as construction and
maintenance for some of these categories. We remind you that the disclosure
requirements in ASC 280-10-50-40 are required even if a Company operates in a single
reportable segment.
            Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lawrence S. Venick, Esq.

September 5, 2024
Ngo Chiu LAM
Chief Executive Officer
Skyline Builders Group Holding Limited
Office A, 15/F, Tower A, Capital Tower
No. 38 Wai Yip Street
Kowloon Bay
Hong Kong
Re:Skyline Builders Group Holding Limited
Draft Registration Statement on Form F-1
Submitted August 9, 2024
CIK No. 0002031009
Dear Ngo Chiu LAM:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise your definition of " China" or "PRC" to include Hong Kong and Macau and
to clarify that the “legal and operational” risks associated with operating in  China also
apply to your operations in Hong Kong. The definition may clarify that the only time that
“China or the PRC” does not include Hong Kong or Macau is when you are
referencing  specific laws  and regulations adopted by the  PRC. If it does, please revise
your disclosure to discuss any commensurate laws or regulations in Hong Kong, if
applicable, and any risks and consequences to the company associated with those laws
and regulations. Revise the disclosure in your prospectus to clearly reflect that most of
your operations are conducted in Hong Kong, China accordingly, and remove the
qualifying references to the long arm provisions under the current PRC laws.

September 5, 2024
Page 2
Prospectus Summary, page 1
2.Please describe the Class B voting rights in the prospectus summary and reconcile your
disclosure regarding the voting and conversion rights throughout the filing. For example,
you state on the cover page that each Class B share entitles the holder to 20 votes, but on
page 99 you state that the Class B entitles the holder to ten votes. On the cover page and
on page 30 you state that in no event will the Class B shares be convertible into Class A
shares, but on page 99 you state that the Class B shares are convertible at any time by the
holder into Class A shares on a one-for-one basis. Also disclose the following:
•The percentage of outstanding shares that Class B shareholders must keep to continue
to control the outcome of matters submitted to shareholders for approval;
•Any transfer restrictions and potential future issuances of Class B shares, including
the dilutive effect to the Class A shareholders;
•Any sunset provisions that limit the lifespan of the Class B shares, and whether the
death of a Class B shareholder or intra-family transfers of these shares would require
conversion of the Class B shares; and
•How the company would determine whether more than 50% of its outstanding voting
securities are owned of record by U.S. residents for purposes of satisfying the foreign
private issuer definition.

Risk Factors, page 18
3.Please revise the first paragraph on this page to remove the limiting and qualifying
language, including that it describes some of the significant risks known to us and that it
is to the best of our Directors’ knowledge and belief.  You should disclose all risk factors
that are specific to the company or its industry and make an offering speculative or one of
high risk.
Management's Discussion and Analysis... , page 53
4.Please revise your disclosure on page 60 to clarify the references to debt repayable on
maturity to disclose the maturity date and expand your discussion of your material
indebtedness to describe the material terms of such indebtedness including material
financial covenants.  Also, describe the material terms of any indebtedness incurred since
March 31, 2024.
Business, page 73
5.We note your disclosure under MD&A that you had 16 projects contributing revenue for
the year ended March 31, 2024, six of which were high value projects. To the extent
material, please describe these projects in greater detail.
Related Party Transactions, page 100
We note your disclosure in this section is provided as of March 31, 2024. Please provide
disclosure as of the latest practicable date. Your disclosure should include all material
transactions between the company and its subsidiaries and related parties including, as
examples, the transfer of Kin Chiu Engineering Limited to the company and loan 6.

September 5, 2024
Page 3
guarantees provided by Mr. Ngo Chiu Lam to subsidiaries of the company.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
7.Please expand your revenue recognition disclosures to address the following related to
your typical contracts:
•The nature of the goods and services that you have promised to transfer. Please ensure
your disclosures highlight the various service offerings provided given your
disclosure on page 76. See ASC 606-10-50-12;
•The typical contract length for your arrangements;
•The performance obligation(s) you have determined from your contracts with
customers including whether your arrangements have one or multiple performance
obligations. For each performance obligation, highlight whether the Company has
bundled any goods or services that are not considered distinct. See ASC 606-10-25-14
through ASC 606-10-25-19;
•Provide the disclosures related to your remaining performance obligations pursuant to
ASC 606-10-50-13 through 50-50-16; and
•Provide disaggregated revenue disclosures pursuant to ASC 606-10-50-5. Please refer
to the guidance in paragraphs ASC 606-10-55-89 through 55-91.
8.We note your disclosure that revenue from the provision of roads and drainage works is
recognized over time using an output method. We further note based on your disclosures
that it appears that contract assets arise when the Company completes the roads and
drainage works under relevant contracts but such works are yet to be certified by
independent surveyors appointed by customers. In order to better under the Company's
accounting determination, please further describe the Company's consideration of the
guidance under ASC 606-10-25-27 and how the Company concluded that over time
recognition pursuant to such guidance is appropriate rather than at a point in time in
accordance with ASC 606-10-25-30. In that regard, please further describe your
consideration of the guidance under ASC 606-10-25-27(b) and ASC 606-10-55-7 which
states that the indicators of the transfer of control under ASC 606-10-25-30 should be
factored when considering whether a customer controls the asset as it is created or
enhanced. As such, please tell us how the Company considered whether the certification
of the works is a form of customer acceptance, and as such, how such customer
acceptance terms impacted the Company's determination of when it transfers control of
the asset to the customer.
4. Contract Assets and Liabilities, page F-20
Please further describe the facts and circumstances that resulted in the significant contract
asset balance build up from $5,140,121 as of March 31, 2023 to $10,069,808 as of
March 31, 2024 which represents a 96% increase between the periods. In that regard, we
note that revenue only increased by approximately 10% over the same periods and the
Company's disclosure on page 55 indicates that the number of projects between the fiscal
years was consistent with 15 during fiscal year 2023 versus 16 in fiscal year 2024. To the
extent the build up is a result of delays in the timeliness related to the survey certification
process by your customers or other circumstances that may be contributing to the contract 9.

September 5, 2024
Page 4
asset balance build up, please also consider whether your MD&A disclosure fully
addresses the facts and circumstances that drove the change and whether disproportionate
fluctuations in trends are expected to recur including the likely impact on your liquidity.
11. Bank Borrowings, page F-25
10.Please tell us how you determined the aggregate debt balance of $10,928,069 should be
classified as current as of March 31, 2024, despite the various maturity dates that extend
beyond March 31, 2025 related to many of your borrowings as disclosed in your table on
page 60 and as reflected in your contractual obligations table and debt maturity table
included on pages 62 and F-26, respectively. Notwithstanding the determination of
classification of your current debt, please also revise your balance sheet and all the related
debt maturity tables throughout your filing to consistently present the current portion of
debt. In that regard, we note your contractual obligations table on page 62 only shows
$10,099,619 of principal payments as being due in less than 1 year even though the
aggregate debt balance of $10,928,069 is classified as current on your balance sheet as of
March 31, 2024. Please cite any authoritative literature the company is relying on its
determination of its classification.
11.We note your disclosure that as of the date of this report, a total of $8,999,519 of the bank
borrowings as of March 31, 2024 has been repaid. We also note that as of March 31,
2024 you only had $323,595 in cash and cash equivalents, unutilized bank borrowings in
the amount of $523,433 and generated negative cash flows from operations of $6,507,832
for the year ended March 31, 2024. Please tell us and expand your disclosures to discuss
the specific facts and circumstances related to the Company's payment of such bank
borrowings subsequent to the balance sheet date. In that regard, to the extent the Company
entered into additional material financing arrangements or other commitments including
any related party loans subsequent to the balance sheet date to allow for such repayment,
please expand your disclosures to highlight what those commitments are including the
material terms and conditions of such commitments. Please also revise your MD&A to
include similar disclosure and to discuss the impact to your short and long-term cash
requirements in your discussion of your liquidity and capital resources, in addition to
discussing whether your recent history of negative cash flows from operations is a known
trend that may continue to impact your liquidity or capital resources.
17. Segment Reporting, page F-33
12.In light of the various service offerings disclosed on page 76 which include among others,
site formation works, reinforced concrete structure works, road and drainage works,
landscape works and earthworks including excavation general building work and
demolition, please tell us what consideration you gave to providing the product and
service disclosures required by ASC 280-10-50-40.

September 5, 2024
Page 5
            Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lawrence S. Venick, Esq.