| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
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 |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
SK GROWTH OPPORTUNITIES CORPORATION
TABLE OF CONTENTS
| Page No. | ||||||
| Item 1. | 1 | |||||
Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 | 1 | |||||
| 2 | ||||||
| Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 | 3 | |||||
Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 | 4 | |||||
| 5 | ||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||
| Item 3. | 24 | |||||
| Item 4. | 24 | |||||
| Item 1. | 24 | |||||
| Item 1A. | 25 | |||||
| Item 2. | 25 | |||||
| Item 3. | 26 | |||||
| Item 4. | 26 | |||||
| Item 5. | 26 | |||||
| Item 6. | 26 | |||||
| 27 | ||||||
ITEM 1. | FINANCIAL STATEMENTS |
June 30, 2023 | December 31, 2022 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | 242,990 | $ | 515,410 | ||||
| Prepaid expenses | 444,500 | 415,866 | ||||||
| Total current assets | 687,490 | 931,276 | ||||||
Non-current assets: | ||||||||
Prepaid expenses—non-current | — | 204,750 | ||||||
| Investments held in Trust Account | 222,404,188 | 217,645,818 | ||||||
Total non-current assets | 222,404,188 | 217,850,568 | ||||||
Total Assets | $ | 223,091,678 | $ | 218,781,844 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 2,331 | $ | 2,331 | ||||
| Accrued expenses | 401,162 | 300,481 | ||||||
| Overfunding loan | 5,240,000 | 5,240,000 | ||||||
| Total current liabilities | 5,643,493 | 5,542,812 | ||||||
Non-current liabilities: | ||||||||
| Deferred underwriting and advisory fees | 7,336,000 | 7,336,000 | ||||||
Total non-current liabilities | 7,336,000 | 7,336,000 | ||||||
Total liabilities | 12,979,493 | 12,878,812 | ||||||
Commitments and Contingencies | ||||||||
| Class A ordinary shares, $0.0001 par value; 9,000,000,000 shares authorized; 20,960,000 shares subject to possible redemption at approximately $10.61 and $10.38 per share as of June 30, 2023 and December 31, 2022, respectively | 222,304,188 | 217,545,818 | ||||||
Shareholders’ Deficit: | ||||||||
| Preference shares, $0.0001 par value; 990,000 shares authorized; none issued or outstanding as of June 30, 2023 and December 31, 2022 | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 9,000,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2023 and December 31, 2022 | — | — | ||||||
| Class B ordinary shares, $0.0001 par value; 999,000,000 shares authorized; 5,240,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 524 | 524 | ||||||
Additional paid-in capital | — | — | ||||||
| Accumulated deficit | (12,192,527 | ) | (11,643,310 | ) | ||||
Total shareholders’ deficit | (12,192,003 | ) | (11,642,786 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 223,091,678 | $ | 218,781,844 | ||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
| General and administrative expenses | $ | 257,166 | $ | 84,174 | $ | 549,217 | $ | 121,206 | ||||||||
Loss from operations | (257,166 | ) | (84,174 | ) | (549,217 | ) | (121,206 | ) | ||||||||
| Other income: | ||||||||||||||||
| Income from investments held in Trust Account | 2,457,660 | 7,289 | 4,758,370 | 7,289 | ||||||||||||
| Total other income | 2,457,660 | 7,289 | 4,758,370 | 7,289 | ||||||||||||
Net income (loss) | $ | 2,200,494 | $ | (76,885 | ) | $ | 4,209,153 | $ | (113,917 | ) | ||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares | 20,960,000 | 444,444 | 20,960,000 | 444,444 | ||||||||||||
Basic and diluted net income (loss) per share, Class A ordinary shares | $ | 0.08 | $ | (0.01 | ) | $ | 0.16 | $ | (0.02 | ) | ||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares (2) | 5,240,000 | 5,000,000 | (1) | 5,240,000 | 5,000,000 | (1) | ||||||||||
Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.08 | $ | (0.01 | ) | $ | 0.16 | $ | (0.02 | ) | ||||||
(1) | This number excludes an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On July 20, 2022, the Company sold an additional 960,000 Units in the Partial Over-Allotment Exercise pursuant to the underwriter’s notice of the partial exercise of the Over-Allotment Option. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares (see Note 4). |
(2) | On May 5, 2022, 1,437,500 Class B ordinary shares were surrendered and thereupon cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4). |
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance —December 31, 2022 | 5,240,000 | $ | 524 | $ | — | $ | (11,643,310 | ) | $ | (11,642,786 | ) | |||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | (2,300,710 | ) | (2,300,710 | ) | |||||||||||||
| Net income | — | — | — | 2,008,659 | 2,008,659 | |||||||||||||||
Balance — March 31, 2023 (unaudited) | 5,240,000 | 524 | $ | — | (11,935,361 | ) | (11,934,837 | ) | ||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | (2,457,660 | ) | (2,457,660 | ) | |||||||||||||
| Net income | — | — | — | 2,200,494 | 2,200,494 | |||||||||||||||
Balance — June 30, 2023 (unaudited) | 5,240,000 | $ | 524 | $ | — | $ | (12,192,527 | ) | $ | (12,192,003 | ) | |||||||||
Class B Ordinary Shares (1)(2) | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance—December 31, 2021 | 5,750,000 | $ | 575 | $ | 24,425 | $ | (33,831 | ) | $ | (8,831 | ) | |||||||||
| Net loss | — | — | — | (37,032 | ) | (37,032 | ) | |||||||||||||
Balance—March 31, 2022 (unaudited) | 5,750,000 | 575 | 24,425 | (70,863 | ) | (45,863 | ) | |||||||||||||
| Sale of private placement warrants to Sponsor in private placement | — | — | 6,600,000 | — | 6,600,000 | |||||||||||||||
| Fair value of warrants included in the Units sold in the Initial Public Offering | — | — | 3,000,000 | — | 3,000,000 | |||||||||||||||
| Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering | — | — | (191,121 | ) | — | (191,121 | ) | |||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | (9,433,304 | ) | (10,437,059 | ) | (19,870,363 | ) | ||||||||||||
| Net loss | — | — | — | (76,885 | ) | (76,885 | ) | |||||||||||||
Balance—June 30, 2022 (unaudited) | 5,750,000 | $ | 575 | $ | — | $ | (10,584,807 | ) | $ | (10,584,232 | ) | |||||||||
(1) | This number includes an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On July 20, 2022, the Company sold an additional 960,000 Units in the Partial Over-Allotment Exercise pursuant to the underwriter’s notice of the partial exercise of the Over-Allotment Option. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares (see Note 4). |
(2) | On May 5, 2022, 1,437,500 Class B ordinary shares were surrendered and thereupon cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4). |
For the Six Months Ended June 30, | ||||||||
2023 | 2022 | |||||||
Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | 4,209,153 | $ | (113,917 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Income from investments held in Trust Account | (4,758,370 | ) | (7,289 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 176,116 | (25,350 | ) | |||||
| Accounts payable | — | 31,212 | ||||||
| Accrued expenses | 100,681 | 18,103 | ||||||
Net cash used in operating activities | (272,420 | ) | (97,241 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
| Cash deposited in Trust Account | — | (205,000,000 | ) | |||||
Net cash used in investing activities | — | (205,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
| Proceeds from note payable to related party | — | 300,000 | ||||||
| Repayment of note payable to related party | — | (300,000 | ) | |||||
| Reimbursement from underwriter | — | 400,000 | ||||||
| Proceeds received from Overfunding Loan | — | 5,000,000 | ||||||
| Proceeds received from initial public offering, gross | — | 200,000,000 | ||||||
| Proceeds received from private placement | — | 6,600,000 | ||||||
| Offering costs paid | — | (4,636,987 | ) | |||||
Net cash provided by financing activities | — | 207,363,013 | ||||||
Net change in cash | (272,420 | ) | 2,265,772 | |||||
Cash—beginning of the period | 515,410 | — | ||||||
Cash—end of the period | $ | 242,990 | $ | 2,265,772 | ||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
| Offering costs included in accounts payable | $ | — | $ | 628,703 | ||||
| Offering costs included in accrued expenses | $ | — | $ | 175,000 | ||||
| Deferred underwriting commissions and advisory fees | $ | — | $ | 7,000,000 | ||||
| Reversal of previous accrued offering costs | $ | — | $ | 31,985 | ||||
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
| Gross proceeds | $ | 209,600,000 | ||
| Less: | ||||
| Proceeds allocated to Public Warrants | (3,144,000 | ) | ||
| Proceeds allocated to over-allotment option | (20,794 | ) | ||
| Class A ordinary shares issuance costs | (12,369,649 | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 23,480,261 | |||
Class A ordinary shares subject to possible redemption, December 31, 2022 | 217,545,818 | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | 2,300,710 | |||
Class A ordinary shares subject to possible redemption, March 31, 2023 | 219,846,528 | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | 2,457,660 | |||
Class A ordinary shares subject to possible redemption, June 30, 2023 | $ | 222,304,188 | ||
For the Three Months Ended June 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
| Allocation of net income (loss) | $ | 1,760,395 | $ | 440,099 | $ | (6,276 | ) | $ | (70,609 | ) | ||||||
Denominator: | ||||||||||||||||
| Weighted average ordinary shares outstanding—basic and diluted | 20,960,000 | 5,240,000 | 444,444 | 5,000,000 | ||||||||||||
| Net income (loss) per ordinary share—basic and diluted | $ | 0.08 | $ | 0.08 | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
For the Six Months Ended June 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
| Allocation of net income (loss) | $ | 3,367,322 | $ | 841,831 | $ | (9,299 | ) | $ | (104,618 | ) | ||||||
Denominator: | ||||||||||||||||
| Weighted average ordinary shares outstanding—basic and diluted | 20,960,000 | 5,240,000 | 444,444 | 5,000,000 | ||||||||||||
| Net income (loss) per ordinary share—basic and diluted | $ | 0.16 | $ | 0.16 | $ | (0.02 | ) | $ | (0.02 | ) | ||||||
| • | in whole and not in part; |
| • | at a price of $0.01 per warrant; |
| • | upon a minimum of 30 days’ prior written notice of redemption, the “30-day redemption period”; and |
| • | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant. |
June 30, 2023 | Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
| Investments held in Trust Account – Money Market Funds | $ | 222,404,188 | $ | — | $ | — | ||||||||||
December 31, 2022 | Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
| Investments held in Trust Account – Money Market Funds | $ | 217,645,818 | $ | — | $ | — | ||||||||||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to SK Growth Opportunities Corporation References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Auxo Capital Managers LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in Cayman Islands on December 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our Sponsor is Auxo Capital Managers LLC, a Delaware limited liability company. The registration statement for our Initial Public Offering was declared effective on June 23, 2022. On June 28, 2022, we consummated our Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.0 million, of which $7.0 million was for deferred underwriting commissions. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On July 20, 2022, pursuant to the underwriter’s notice of the partial exercise of the Over-Allotment Option, we sold an additional 960,000 Units, at $10.00 per Unit, generating aggregate additional gross proceeds of $9.6 million to us. On August 7, 2022, the remaining Over-Allotment Option expired unexercised.
On August 10, 2022, the Company announced that, effective August 15, 2022, the Company’s Class A ordinary shares and warrants comprising each issued and outstanding Unit will commence trading separately under the ticker symbols “SKGR” and “SKGW,” respectively. Holders of Units may elect to continue to hold Units or separate their Units into the component securities.
Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 6,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating proceeds of $6.6 million. Substantially concurrently with the closing of the Partial Over-Allotment Exercise, we completed an additional private placement of 192,000 Private Placement Warrants to our Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $192,000.
19
In addition, upon the consummation of the Initial Public Offering on June 28, 2022, our Sponsor provided us with the First Overfunding Loan in the amount of $5.0 million to deposit in the Trust Account at no interest. In connection with the Partial Over-Allotment Exercise on July 20, 2022, our Sponsor provided us with the Second Overfunding Loan in the amount of $240,000 to deposit in the Trust Account.
Upon the closing of the Initial Public Offering and the Partial Over-Allotment Exercise, approximately $214.8 million ($10.25 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering, the Partial Over-Allotment Exercise, the proceeds of the Overfunding Loans and certain of the proceeds of the Private Placement and the Additional Private Placement, was placed in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
We will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a Business Combination or conduct a tender offer will be made by us, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.25 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.
We will have 18 months from the closing of the Initial Public Offering to consummate an initial Business Combination, or December 28, 2023 (or 21 months if we have executed a definitive agreement relating to an initial Business Combination). If we anticipate that we may not be able to consummate the initial Business Combination within 18 months (or 21 months, if applicable) from the consummation of the Initial Public Offering, we may, by resolution of the board of directors if requested by our Sponsor, extend the period of time we will have to consummate an initial Business Combination up to two additional three-month periods (for a total of up to 24 months from the closing of the Initial Public Offering); subject to our Sponsor depositing additional funds into the Trust Account as set out below. Notwithstanding the foregoing, in no event will we have more than 24 months from the closing of the Initial Public Offering to consummate an initial Business Combination. The Public Shareholders will not be entitled to vote on or redeem their shares in connection with any such extension. For each such extension, our Sponsor (or its designees) must deposit into the Trust Account, under the form of loan (the “Extension Loans”), funds equal to $0.10 per Unit, or $2,096,000, for up to an aggregate of $4,192,000, on or prior to the date of the applicable deadline for each three-month extension.
If we are unable to consummate an initial Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
20
Going Concern Consideration
As of June 30, 2023, we had approximately $243,000 in cash and working capital deficit of approximately $5 million.
Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor to purchase Founder Shares, and loan proceeds from our Sponsor of $300,000 under the Note. We repaid the Note in full upon closing of the Initial Public Offering. Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the Overfunding Loans and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor, members of our founding team or any of their affiliates may provide us with Working Capital Loans as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants).
We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” we have until December 28, 2023 to consummate a business combination. It is uncertain that we will be able to consummate a business combination by this time, and if a business combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of our Company.
Our management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Our management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that our plans to consummate the Initial Business Combination will be successful or successful within 18 months from the closing of the Initial Public Offering (by December 28, 2023). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Our management continues to evaluate the impact of the COVID-19 pandemic and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statement do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of the financial statement. The specific impact on our financial condition, results of operations, and cash flows is also not determinable as of the date of the unaudited condensed financial statements.
Results of Operations
Our entire activity since inception up to June 30, 2023, related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.
For the three months ended June 30, 2023, we had a net income of approximately $2.2 million which consisted of approximately $2.5 million in income from investments held in the Trust Account, offset by approximately $257,000 in general and administrative expenses (of which $30,000 was for administrative expenses for related party).
For the three months ended June 30, 2022, we had a net loss of approximately $77,000, which consisted of approximately $84,000 in general and administrative expenses, offset by approximately $7,000 in income from investments held in the Trust Account.
For the six months ended June 30, 2023, we had a net income of approximately $4.2 million, which consisted of approximately $4.8 million in income from investments held in the Trust Account, offset by approximately $549,000 in general and administrative expenses (of which $60,000 was for administrative expenses for related party).
For the six months ended June 30, 2022, we had a net loss of approximately $114,000, which consisted of approximately $121,000 in general and administrative expenses, offset by approximately $7,000 in income from investments held in the Trust Account.
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Contractual Obligations
Shareholder and Registration Rights
Pursuant to a registration and shareholder rights agreement entered into on June 23, 2022, the holders of Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and Extension Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans), have registration rights to require us to register a sale of any of the securities held by them. These holders are entitled to certain demand and “piggy-back” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting and Advisory Agreement
The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
We also engaged CCM to provide consulting and advisory services to us in connection with the Initial Public Offering, for which it would receive: (i) an advisory fee of $400,000, paid upon the closing of the Initial Public Offering, and (ii) a deferred advisory fee of $700,000 (payable solely in the event that we complete the initial Business Combination. The underwriter has reimbursed a portion of their fees to cover for the fees payable to CCM.
In connection with the consummation of the Partial Over-Allotment Exercise, the underwriter and CCM were entitled to an additional fee of $192,000, paid upfront on July 20, 2022, and $240,000 in deferred underwriting and advisory commissions, (net of the reimbursement from the underwriter to cover for the fees payable to CCM).
Administrative Services Agreement
On June 23, 2022, we entered into an agreement with an affiliate of our Sponsor, pursuant to which we agreed to pay such affiliate a total of $10,000 per month for secretarial and administrative support services provided to us through the earlier of consummation of the initial Business Combination and our liquidation. We incurred $30,000 and $60,000 in such fees included as general and administrative expenses to-related party on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2023, respectively. The Company incurred no such fees for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, the Company fully paid for such services.
In addition, our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as critical accounting estimates.
Derivative Financial Instruments
We evaluate our financial instruments, including equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For freestanding derivative financial instruments that are classified as
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liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.
We evaluate embedded conversion features within convertible debt instruments to determine whether the embedded conversion and other features should be bifurcated from the debt host instrument and accounted for as a derivative in accordance with ASC 815.
We accounted for Public Warrants and the Private Placement Warrants in accordance with the guidance contained in ASC 815. Application of such guidance provides that the warrants are not precluded from equity classification. The warrants were initially measured at fair value. Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
The Over-Allotment Option was recognized as a derivative liability in accordance with ASC 815. Accordingly, we recognized the instrument as a liability at fair value and adjusted the instrument to fair value at each reporting period. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited 510,000 Founder Shares and the derivative liability was extinguished.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 20,960,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our balance sheets.
We recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares.
Net income (loss) per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value. Therefore, the net income (loss) per ordinary share calculation allocates income (loss) shared pro rata between Class A and Class B ordinary shares. We have not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate of 17,272,000 shares in the calculation of diluted income per ordinary share, since the exercise of the warrants is contingent upon the occurrence of future events.
Recent Accounting Pronouncements
Our management do not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
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Off-Balance Sheet Arrangements and Contractual Obligations
As of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
This item is not applicable as we are a smaller reporting company.
| Item 4. | Controls and Procedures |
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the evaluation date, our disclosure controls and procedures (as defined in Rules 13a-15 (e)and 15d-15 (e)under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
None.
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| ITEM 1A. | RISK FACTORS |
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 29, 2023 and our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Unregistered Sales of Equity Securities
We have not sold any equity securities during the quarter ended June 30, 2023.
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Use of Proceeds
In connection with the Initial Public Offering and the Partial Over-Allotment Exercise, we incurred offering costs of approximately $12.6 million (including deferred underwriting commissions of approximately $7.3 million). Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial Business Combination, if consummated) and the Initial Public Offering expenses, approximately $214.8 million of the net proceeds of the Initial Public Offering, the Partial Over-Allotment Exercise, the proceeds of the Overfunding Loans and certain of the proceeds of the Private Placement and the Additional Private Placement was placed in the Trust Account. The net proceeds of the Initial Public Offering, the Partial Over-Allotment Exercise, the proceeds of the Overfunding Loans and certain of the proceeds of the Private Placement and the Additional Private Placement are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.
There has been no material change in the planned use of the proceeds from the Initial Public Offering, the Overfunding Loan and the Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form10-Q.
| * | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURES
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, thereunto duly authorized.
| Date: August 10, 2023 | SK GROWTH OPPORTUNITIES CORPORATION | |||||
| By: | /s/ Richard Chin | |||||
| Name: Richard Chin | ||||||
| Title: Chief Executive Officer | ||||||
| Date: August 10, 2023 | By: | /s/ Derek Jensen | ||||
| Name: Derek Jensen | ||||||
| Title: Chief Financial Officer | ||||||
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