Form S-1/A Growth Opportunities SK
The information contained in this preliminary prospectus is not complete and may be modified. We cannot sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus does not constitute an offer for sale of these securities and does not solicit an offer to buy these securities in any jurisdiction where the offer or sale is not authorized.
SUBJECT TO REALIZATION, DATED JUNE 22, 2022
SK Growth Opportunities Company
SK Growth Opportunities Corporation is a blank check corporation incorporated as a Cayman Islands exempt corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or a similar business combination with one or more companies or entities, to which we refer. as our first business combination. We have not selected any business combination target and we have not, or anyone on our behalf, initiated substantive discussions, directly or indirectly, with any business combination target. We will not limit ourselves to any particular industry or geographic region in our identification and acquisition of a target company.
This is an initial public offering of our securities. Each Unit has an offering price of $10.00 and consists of one Class A common share and a half of a redeemable warrant. Each whole warrant entitles its holder to purchase one Class A common share at a price of $11.50 per share, subject to adjustment, on the terms and within the limits described herein. The subscriber has a 45 days option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any.
We will offer our public shareholders the opportunity to redeem some or all of their Class A common stock following our initial business combination, subject to the restrictions described herein. We will have 18 months (or 21 months if we have signed a definitive agreement relating to a first business combination) from the closing of this offer to complete a first business combination. If we anticipate that we may not be able to complete our initial business combination within 18 months (or 21 months if we have signed a definitive agreement relating to an initial business combination) from the completion of such offer, we may, by resolution of our board of directors, at the request of our sponsor, extend the period of time we will have to complete an initial business combination up to two times by an additional three months each time ( for a total of 24 months from the close of this offer), subject to our Sponsor or its affiliates or designees depositing additional funds into the Trust Account as set forth below. Notwithstanding the foregoing, in no event will we have more than 24 months from the closing of this offer to complete a first business combination. If we are unable to complete our initial business combination within 18 months of the closing of this offer (or up to 24 months from the closing of this offer if we extend the time period to complete a business combination), we will redeem 100% of the public shares at a price per share, payable in cash, equal to the total amount then deposited in the trust account, including interest earned on funds held in the trust account ( less taxes payable and up to $100,000 of interest payable, dissolution costs), divided by the number of public shares then issued and outstanding, subject to applicable laws and certain conditions described in more detail in present. Our public shareholders will not have the opportunity to vote on our extension of the time to complete an initial business combination from 18 months to 24 months described above or to redeem their shares in connection with such an extension. However, our shareholders will have the right to vote or redeem their shares at a general meeting held to approve an initial business combination or at a public takeover bid undertaken as part of a first business combination if we offer such first business combination during any extended period.
Our sponsor, Auxo Capital Managers LLC (our “Sponsor”), has agreed to purchase a total of 6,600,000 Warrants (or 7,200,000 Warrants if the Subscriber Over-Allotment Option is exercised in full) , each exercisable to purchase one Class A common share at $11.50 per share, at a price of $1.00 per warrant, for an aggregate purchase price of $6,600,000 (or 7,200,000 $ if the Underwriter’s Over-Allotment Option is exercised in full), pursuant to a private placement which will close concurrently with the closing of this offering. This purchase will be funded by SK Inc., a subsidiary of our sponsor.
In addition, our limited partner has agreed to loan us $5,000,000 (and up to an additional $750,000 if the underwriter’s over-allotment option is exercised in full) from the closing date of this offering without interest, which we refer to throughout this prospectus as overfunded loans. Excess loans will be repaid upon closing of our initial business combination or converted into Class A common stock at a conversion price of $10.00 per Class A common stock (or any combination thereof), at our sponsor’s discretion, provided that such conversion may not occur until after the 60th day after the effective date of the registration statement of which this prospectus forms a part. Overfunding loans are extended to ensure the amount in the trust account is $10.25 per public share. If we do not complete an initial business combination, we will not repay excess borrowings from monies held in the trust account, and its proceeds will be distributed to our public shareholders; however, we may repay excess loans if there are funds available outside of the trust account to do so. These overfunding loans will be financed by SK Inc., a subsidiary of our sponsor.
Our Initial Shareholders currently hold 5,750,000 shares of Class B common stock, of which up to 750,000 are subject to forfeiture by our sponsor for no consideration following the closing of this offering depending on the extent to which the over-allotment option of the underwriter is exercised. Class B common stock will be automatically converted into Class A common stock at the time of our initial business combination or earlier at the option of their holders as described herein. Currently, there is no public market for our securities. We intend to apply for our units to be listed on the Nasdaq Global Market, or Nasdaq, under the symbol “SKGRU”. We anticipate that the Class A common stock and warrants comprising the Units will begin trading separately on the Nasdaq under the symbols “SKGR” and