Auxo Capital Managers LLC - Aug 9, 2022 Form 4 Insider Report for SK Growth Opportunities Corp (SKGR)

Role
10%+ Owner
Signature
Auxo Capital Managers LLC by Richard Chin, Manager /s/ Richard Chin
Stock symbol
SKGR
Transactions as of
Aug 9, 2022
Transactions value $
$0
Form type
4
Date filed
8/10/2022, 04:05 PM
Previous filing
Jun 24, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SKGR Class B ordinary shares Disposed to Issuer -510K -9.01% 5.15M Aug 9, 2022 Class A ordinary shares 510K See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in SK Growth Opportunities Corporation's ("Issuer") registration statement on Form S-1 (File No. 333-265135) ("S-1") under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares of Issuer at the time of Issuer's initial business combination or earlier at the option of the holders thereof at a rate of one-to-one, which rate may be increased based on the number of ordinary shares issued or deemed issued in connection with or in relation to the initial business combination (other than to any seller in the initial business combination or to Auxo Capital Managers LLC ("Auxo"), its affiliates or any member of Issuer's management team upon conversion of certain working capital loans, extension loans or overfunding loans), as set forth in the S-1.
F2 As described in the S-1, an aggregate of 750,000 Class B ordinary Shares were subject to forfeiture by Auxo to the Issuer for no consideration, depending on the extent to which the underwriters' over-allotment option is exercised. The underwriters only partially exercised their over-allotment option, resulting in Auxo forfeiting 510,000 Class B ordinary shares.
F3 The reported securities are directly held by 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.