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): August 10, 2022
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 | ||
| 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 included as part of the units | SKGR | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants included as part of the units, 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.
On August 10, 2022, SK Growth Opportunities Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A ordinary shares and warrants comprising the Units commencing on August 15, 2022. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Those Units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “SKGRU,” and each of the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “SKGR” and “SKGRW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Exhibits | |
| 99.1 | Press Release, dated August 10, 2022. | |
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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: August 10, 2022
| SK GROWTH OPPORTUNITIES CORPORATION | ||
| By: | /s/ Derek Jensen | |
| Name: Derek Jensen | ||
| Title: Chief Financial Officer | ||
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Exhibit 99.1
SK Growth Opportunities Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing August 15, 2022
(NEW YORK, August 10, 2022) – SK Growth Opportunities Corporation (NASDAQ: SKGRU) (the “Company”) today announced that, commencing August 15, 2022, holders of the units sold in the Company’s initial public offering of units (the “Units”), completed on June 28, 2022, may elect to separately trade the Class A ordinary shares and warrants comprising the Units. Those Units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “SKGRU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “SKGR” and “SKGRW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and warrants.
The Units were initially offered by the Company in an underwritten offering. Deutsche Bank Securities Inc. acted as sole book-running manager for the offering. A registration statement relating to the Units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on June 23, 2022.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus, copies of which may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained for free from Deutsche Bank Securities Inc, Attn: Prospectus Department, One Columbus Circle, New York, New York 10019, telephone: 800-503-4611
About SK Growth Opportunities Corporation
SK Growth Opportunities Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. SK Growth Opportunities Corporation may pursue an initial business combination opportunity in any industry or geographical location.
Cautionary Statement Regarding Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of 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 us or persons acting on our 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 Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
For more information, contact:
Derek Jensen
derekjensen@skgrowthopportunities.com
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