Large owner Auxo Capital Managers Llc converted options into 2,870,464 units of Class A Ordinary Shares, acquired 3,844,464 units of Class A Ordinary Shares, disposed of 3,394,464 units of Class A Ordinary Shares and returned 450,000 units of Class A Ordinary Shares to the company (SEC Form 4)
$SKGR
Blank Checks
Finance
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SK Growth Opportunities Corp [ SKGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Ordinary Shares | 04/10/2025 | C | 2,870,464 | A | (1) | 2,870,464 | I | See footnote(2) | ||
| Class A Ordinary Shares | 04/10/2025 | J(4) | 3,394,464 | A | (4) | 3,394,464 | I | See footnote(2) | ||
| Class A Ordinary Shares | 04/10/2025 | J(5) | 3,394,464 | D | $0 | 0 | I | See footnote(2) | ||
| Class A Ordinary Shares | 04/10/2025 | J(6) | 375,000 | A | $0 | 375,000 | I | See footnote(7) | ||
| Class A Ordinary Shares | 04/10/2025 | D | 375,000 | D | (1) | 0 | I | See footnote(7) | ||
| Class A Ordinary Shares | 04/10/2025 | J(6) | 75,000 | A | $0 | 75,000 | I | See footnote(8) | ||
| Class A Ordinary Shares | 04/10/2025 | D | 75,000 | D | (1) | 0 | I | See footnote(8) | ||
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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 | (3) | 04/10/2025 | J(3) | 2,279,536 | (1) | (1) | Class A Ordinary Shares | 2,279,536 | $0 | 2,870,464 | I | See footnote(2) | |||
| Class B Ordinary Shares | (1) | 04/10/2025 | C | 2,870,464 | (1) | (1) | Class A Ordinary Shares | 2,870,464 | $0 | 0 | I | See footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Business Combination Agreement by and among the Issuer, Webull Corporation ("Webull"), Feather Sound I Inc. and Feather Sound II Inc. dated as of February 27, 2024, as amended (the "BCA"), on April 10, 2025 (the "Closing Date"), the Issuer consummated its initial business combination with Webull (the "Business Combination"). On the Closing Date, each Class B ordinary share of the Issuer was automatically converted into Class A ordinary shares of Issuer on a one-to-one basis. |
| 2. The reported securities are directly held by Auxo Capital Managers LLC ("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. |
| 3. On the Closing Date, 2,279,536 Class B ordinary shares of the Issuer were surrendered and cancelled for no further consideration pursuant to the Sponsor Support Agreement executed concurrently with the BCA by the Issuer, Webull and the holders of Class B ordinary shares of the Issuer (the "Sponsor Support Agreement") and certain non-redemption agreements by and among the Issuer, Auxo and several unaffiliated third parties, which surrender and cancellation is exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Securities Exchange Act of 1934, as amended. |
| 4. Pursuant to the Sponsor Support Agreement, a non-interest bearing loan in the amount of $5,240,000 made by Auxo to the Issuer (the "Overfunding Loan") in connection with the Issuer's initial public offering was settled on the Closing Date by converting the Overfunding Loan into Class A ordinary shares of the Issuer at a conversion price of $10.00 per share. |
| 5. Represents an in-kind distribution of the Issuer's Class A ordinary shares by Auxo to its parties in accordance with its operating agreement (the "Distribution"). |
| 6. Represents the receipt of shares pursuant to the Distribution. |
| 7. The reported securities are directly held by Mr. Chin. |
| 8. The reported securities are directly held by Mr. Jensen. |
| /s/ Auxo Capital Managers LLC by Richard Chin, Manager /s/ Richard Chin | 04/14/2025 | |
| /s/ Richard Chin | 04/14/2025 | |
| /s/ Derek Jensen | 04/14/2025 | |
| ** 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. | ||