8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2023

 

 

SK Growth Opportunities Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-41432   98-1643582

(State or other jurisdiction

of incorporation or organization)

  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

228 Park Avenue S #96693
New York, New York
  10003
(Address of principal executive offices)   (Zip Code)

(917) 599-1622

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant   SKGRU   The Nasdaq Stock Market LLC
Class A Ordinary Shares   SKGR   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50   SKGRW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 7.01. Regulation FD Disclosure.

As previously disclosed, SK Growth Opportunities Corporation (the “Company”) has called an extraordinary general meeting of shareholders (the “Extension Meeting”) to approve, among other things, an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company has to consummate an initial business combination from December 28, 2023 to September 30, 2024, or such earlier date as the Company’s board of directors may approve in accordance with the Articles (the “Extension Amendment Proposal”).

The Company and Auxo Capital managers LLC (the “Sponsor”) intend to enter into non-redemption agreements (the “Non-Redemption Agreements”) with certain shareholders of the Company pursuant to which, if such shareholders do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “Non-Redeemed Shares”) in connection with the Extension Meeting and such shareholders continue to hold such Non-Redeemed Shares through the Extension Meeting, the Sponsor will agree to transfer to such investors Class B ordinary shares of the Company that are held by the Sponsor immediately following the consummation of an initial business combination.

In connection with the Non-Redemption Agreements and the transfer of the economic interest in the Class B ordinary shares to the shareholders, the Company expects its board of directors to waive the transfer restrictions set out in the Letter Agreement, dated June 23, 2022, by and among the Company, the Sponsor and the Company’s officers and directors and to allow such shareholders to become party to the Registration and Shareholder Rights Agreement, dated June 23, 2023, by and among the Company, the Sponsor and certain security holder thereto.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal is approved by shareholders but is expected to increase the amount of funds that remain in the Company’s trust account following the Extension Meeting.

NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.

The foregoing description of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s expectations regarding the entry into non-redemption agreements. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 28, 2023, the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

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Additional Information and Where to Find It

The definitive proxy statement was mailed to the Company’s shareholders of record on or about November 27, 2023. Investors and security holders of the Company are advised to read the definitive proxy statement because it contains important information about the Extension Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the definitive proxy statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s website at www.sec.gov or by directing a request to: SK Growth Opportunities Corporation, 228 Park Avenue S #96693, New York, NY 10003, Attention: Chief Financial Officer.

Participants in the Solicitation

The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Extension Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the definitive proxy statement, which may be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

No.

  

Exhibits

10.1    Form of Non-Redemption Agreement.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

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 hereunto duly authorized.

Dated: December 18, 2023

 

SK GROWTH OPPORTUNITIES CORPORATION
By:  

/s/ Derek Jensen

  Name: Derek Jensen
  Title:   Chief Financial Officer

 

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