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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):
September 25, 2024
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 8.01. Other Events.
Postponement of Extraordinary General Meeting
On September 3, 2024, SK Growth Opportunities
Corporation (the “Company”) filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary
general meeting (the “Meeting”) of its shareholders originally scheduled to be held on September 26, 2024, at 11:00 a.m. Eastern
Time 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 complete an initial business combination from September 30, 2024
to March 31, 2025 (the “Extended Termination Date”), or such earlier date as the Company’s board of directors may approve
in accordance with the Articles (the “Extension Amendment Proposal”). Defined terms used but not defined herein have the meanings
set forth in the Proxy Statement.
The board of directors of the Company has decided
to postpone the Meeting to September 27, 2024, at 11:00 a.m., Eastern Time to allow additional time for the Company to engage with its
shareholders.
In connection with the Meeting, as of September
24, 2024, the Company had received requests to redeem 8,414,826 Class A ordinary shares (the “Public Shares”). Holders of
1,641,771 Public Shares have not submitted requests for redemption. The Company has determined to allow holders of its Public Shares to
reverse their redemption requests by submitting a written request to the Company’s transfer agent, Continental Stock & Transfer
Company at One State Street Plaza, 30th Floor, New York, New York 10004, spacredemptions@continentalstock.com.
The postponed meeting will be held on September
27, 2024, at 11:00 a.m., Eastern Time, at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California
94304 and conducted remotely by teleconference. Shareholders can attend the postponed meeting by visiting https://www.cstproxy.com/skgrowthopportunities/2024.
If you do not have access to internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if
you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 7108217#. Please note
that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.
Contribution for Extension Amendment Proposal
As previously announced, in connection with the
Extension Amendment Proposal, Auxo Capital Managers LLC, the Company’s sponsor (the “Sponsor”), has agreed that if the
Extension Amendment Proposal is approved and implemented, it or its designee will contribute to the Company, as a loan, $0.01 for each
Public Share that is not redeemed in connection with the Extension Amendment Proposal for each calendar month (commencing on October 1,
2024 and on the 1st day of each subsequent month) until the Extended Termination Date, or portion thereof, that is needed to complete
the Business Combination (such loans, the “Contribution”), which amount will be deposited into the Trust Account. The Sponsor
has agreed to increase the amount of the Contribution from $0.01 to $0.03 for each Public Share that is not redeemed in connection with
the Extension Amendment Proposal for each calendar month (commencing on October 1, 2024 and on the 1st day of each subsequent month) until
the Extended Termination Date.
All of the Company’s shareholders of record
as of the close of business on August 30, 2024, are entitled to vote at the Meeting. The Company’s shareholders who have not already
voted, or wish to change their vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies previously submitted
by shareholders will continue to be valid for purposes of the postponed Meeting. For more information on how to vote, please call the
Company’s proxy solicitor, Sodali & Co., at (800) 662-5200 for shareholders or (203) 658-9400 for bankers and brokers or email
SKGR.info@investor.sodali.com.
Participants in the Solicitation
The Company and 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 matters to be voted on at the Meeting. Information regarding the Company’s directors and executive officers is contained in
the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended (the “Securities Act”).
Additional Information
The Company has filed the Proxy Statement with
the SEC in connection with the Meeting on September 3, 2024, and, beginning on September 4, 2024, mailed the Proxy Statement and other
relevant documents to its shareholders as of August 30, 2024, the record date for the Meeting. The Company’s shareholders and other
interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC
in connection with the Company’s solicitation of proxies for the Meeting because these documents will contain important information
about the Company, the matters to be voted on at the Meeting and related matters. Shareholders may also obtain a free copy of the Proxy
Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website
located at www.sec.gov or by directing a request to Continental Stock Transfer & Trust Company at 917-262-2373 or by email at spacredemptions@continentalstock.com.
Forward-Looking Statements
This Current Report on Form 8-K (the “Current
Report”) and oral statements made from time to time by representatives of the Company may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact are forward-looking statements. When used in this Current Report, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the Company or the Company’s management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well
as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified
in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Proxy Statement and in the Company’s other filings
with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release,
except as required by law.
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: September 25, 2024
SK GROWTH OPPORTUNITIES CORPORATION |
|
|
|
By: |
/s/ Derek Jensen |
|
Name: |
Derek Jensen |
|
Title: |
Chief Financial Officer |
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