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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