Material Event Form 8 K

Item 8.01. Other Events.

Postponement of Extraordinary General Meeting

On September 3, 2024, SK Growth Opportunities Corporation (the "Company") filed a definitive proxy statement (the "Extension Proxy Statement") for an extraordinary general meeting (the "Meeting") of its shareholders originally scheduled to be held on September 26, 2024, at 11:00 a.m. Eastern Time 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 complete an initial business combination from September 30, 2024 to March 31, 2025 (the "Extended Termination Date"), or such earlier date as the Company's board of directors may approve in accordance with the Articles (the "Extension Amendment Proposal"). Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.

The board of directors of the Company has decided to postpone the Meeting to September 27, 2024, at 11:00 a.m., Eastern Time to allow additional time for the Company to engage with its shareholders.

In connection with the Meeting, as of September 24, 2024, the Company had received requests to redeem 8,414,826 Class A ordinary shares (the "Public Shares"). Holders of 1,641,771 Public Shares have not submitted requests for redemption. The Company has determined to allow holders of its Public Shares to reverse their redemption requests by submitting a written request to the Company's transfer agent, Continental Stock & Transfer Company at One State Street Plaza, 30th Floor, New York, New York 10004, [email protected].

The postponed meeting will be held on September 27, 2024, at 11:00 a.m., Eastern Time, at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304 and conducted remotely by teleconference. Shareholders can attend the postponed meeting by visiting https://www.cstproxy.com/skgrowthopportunities/2024. If you do not have access to internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 7108217#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

Contribution for Extension Amendment Proposal

As previously announced, in connection with the Extension Amendment Proposal, Auxo Capital Managers LLC, the Company's sponsor (the "Sponsor"), has agreed that if the Extension Amendment Proposal is approved and implemented, it or its designee will contribute to the Company, as a loan, $0.01 for each Public Share that is not redeemed in connection with the Extension Amendment Proposal for each calendar month (commencing on October 1, 2024 and on the 1st day of each subsequent month) until the Extended Termination Date, or portion thereof, that is needed to complete the Business Combination (such loans, the "Contribution"), which amount will be deposited into the Trust Account. The Sponsor has agreed to increase the amount of the Contribution from $0.01 to $0.03 for each Public Share that is not redeemed in connection with the Extension Amendment Proposal for each calendar month (commencing on October 1, 2024 and on the 1st day of each subsequent month) until the Extended Termination Date.

All of the Company's shareholders of record as of the close of business on August 30, 2024, are entitled to vote at the Meeting. The Company's shareholders who have not already voted, or wish to change their vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies previously submitted by shareholders will continue to be valid for purposes of the postponed Meeting. For more information on how to vote, please call the Company's proxy solicitor, Sodali & Co., at (800) 662-5200 for shareholders or (203) 658-9400 for bankers and brokers or email [email protected].