| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SK Growth Opportunities Corp [ SKGRU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/09/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (1) | 08/09/2022 | D(2) | 510,000 | (1) | (1) | Class A ordinary shares | 510,000 | (1) | 5,150,000 | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. As described in SK Growth Opportunities Corporation's ("Issuer") registration statement on Form S-1 (File No. 333-265135) ("S-1") under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares of Issuer at the time of Issuer's initial business combination or earlier at the option of the holders thereof at a rate of one-to-one, which rate may be increased based on the number of ordinary shares issued or deemed issued in connection with or in relation to the initial business combination (other than to any seller in the initial business combination or to Auxo Capital Managers LLC ("Auxo"), its affiliates or any member of Issuer's management team upon conversion of certain working capital loans, extension loans or overfunding loans), as set forth in the S-1. |
| 2. As described in the S-1, an aggregate of 750,000 Class B ordinary Shares were subject to forfeiture by Auxo to the Issuer for no consideration, depending on the extent to which the underwriters' over-allotment option is exercised. The underwriters only partially exercised their over-allotment option, resulting in Auxo forfeiting 510,000 Class B ordinary shares. |
| 3. The reported securities are directly held by Auxo, which is wholly-owned by Auxo Capital Inc., a Delaware corporation. Derek Jensen and Richard Chin, as managers of Auxo have voting and investment discretion of the shares held of record by Auxo and may be deemed to have shared beneficial ownership of such shares. Each of the foregoing (other than to the extent it directly holds securities reported herein) expressly disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Auxo Capital Managers LLC by Richard Chin, Manager /s/ Richard Chin | 08/10/2022 | |
| /s/ Richard Chin | 08/10/2022 | |
| /s/ Derek Jensen | 08/10/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
