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): March 28, 2025
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 on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 1.01 Entry into a Material Definitive Agreement.
Amendment to Business Combination Agreement
As previously disclosed, on February 27, 2024, SK Growth Opportunities Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Webull”), Feather Sound I Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Webull (“Merger Sub I”), and Feather Sound II Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Webull (“Merger Sub II”), entered into a business combination agreement (as amended by that certain Amendment to the Business Combination Agreement, dated December 5, 2024, and as may be further amended and modified from time to time in accordance with its terms, the “Business Combination Agreement”).
On March 31, 2025, the parties to the Business Combination Agreement entered into an Amendment No. 2 to Business Combination Agreement (“Amendment No. 2 to Business Combination Agreement”). Amendment No. 2 to Business Combination Agreement provides for, among other things, the extension of the deadline to consummate the transactions contemplated by the Business Combination Agreement from March 31, 2025 to April 15, 2025.
A copy of Amendment No. 2 to Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of Amendment No. 2 to Business Combination Agreement is qualified in its entirety by reference thereto.
Trust Agreement Amendment
On March 28, 2025, following the approval of the Trust Amendment Proposal (as defined below) at the Extension Meeting (as defined below), the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated June 23, 2022, as amended on December 27, 2023 and further amended on September 27, 2024, by and between the Company and Continental (the “Investment Management Trust Agreement”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering (the “Trust Account”) if the Company has not completed its initial business combination, from March 31, 2025 to June 22, 2025, or such earlier date as the Company’s board of directors (the “Board”) may approve.
A copy of the Trust Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Trust Amendment is qualified in its entirety by reference thereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Merger Meeting
On March 30, 2025, the Company held an extraordinary general meeting of shareholders (the “Merger Meeting”), to (i) consider and vote upon a proposal (the “Business Combination Proposal”) to approve and authorize, by ordinary resolution, the Business Combination Agreement and the transactions contemplated therein, including the business combination whereby Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Webull, and immediately thereafter and as part of the same overall transaction, the Company (as the surviving entity of the First Merger) will merge with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Webull (collectively, the “Business Combination”); (ii) consider and vote upon a proposal (the “Merger Proposal”) to approve, by special resolution, the First Merger and the Plan of First Merger; (iii) to consider and vote upon three separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Company’s amended and restated memorandum and articles of association (the “SKGR Memorandum and Articles of Association”) and the Fifth Amended and Restated Memorandum and Articles of Webull, which were presented separately in accordance with the Securities and Exchange Commission (the “SEC”) guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions; and (iv) to consider and vote upon a proposal (the “Merger Meeting Adjournment Proposal”) to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting, each as more fully described in the definitive proxy statement filed by the Company with the SEC on March 10, 2025 (the “Merger Proxy Statement,” and together with the Extension Proxy Statement, the “Proxy Statements”). As there were sufficient votes to approve each of the Business Combination Proposal, the Merger Proposal, and the Advisory Organizational Documents Proposals (collectively, the “Proposals”), the Merger Meeting Adjournment Proposal was not presented to shareholders at the Merger Meeting.
Holders of 11,798,704 Ordinary Shares of the Company held of record as of March 6, 2025, the record date for the Merger Meeting, were present in person or by proxy, representing approximately 78.80% of the voting power of the Company’s Ordinary Shares as of the record date for the Merger Meeting, and constituting a quorum for the transaction of business.
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The voting results for the Proposals were as follows:
The Business Combination Proposal
| For | Against | Abstain | Broker Non-Vote | |||
| 10,745,487 | 1,053,217 | 0 | 0 |
The Merger Proposal
| For | Against | Abstain | Broker Non-Vote | |||
| 10,745,487 | 1,053,217 | 0 | 0 |
The Advisory Organizational Documents Proposal
| For | Against | Abstain | Broker Non-Vote | |||
| 10,745,487 | 1,053,217 | 0 | 0 |
The Extension Meeting
On March 28, 2024, the Company, held an extraordinary general meeting of shareholders (the “Extension Meeting”), to (i) amend, by special resolution, the SKGR Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination from March 31, 2025 to June 22, 2025, or such earlier date as the Board may approve in accordance with the SKGR Memorandum and Articles of Association (such amendment, the “Articles Amendment” and such proposal, the “Extension Amendment Proposal”); (ii) amend the Investment Management Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from March 31, 2025 to June 22, 2025, or such earlier date as the Board may approve (the “Trust Amendment Proposal”); and (iii) allow the adjournment of the Extension Meeting to a later date or dates, or indefinitely, if necessary: (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there are insufficient Class A ordinary shares and Class B ordinary shares in the capital of the Company represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the Extension Meeting or to approve the Extension Amendment Proposal and the Trust Amendment Proposal, or (ii) if the Board determines before the Extension Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal and the Trust Amendment Proposal (the “Extension Meeting Adjournment Proposal”), each as more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on March 12, 2025 (the “Extension Proxy Statement”). As there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the Extension Meeting Adjournment Proposal was not presented to shareholders at the Extension Meeting.
Holders of 11,997,678 Ordinary Shares of the Company held of record as of March 3, 2025, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 80.13% of the voting power of the Company’s Ordinary Shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal and Trust Amendment Proposal were as follows:
The Extension Amendment Proposal
| For | Against | Abstain | Broker Non-Vote | |||
| 10,070,707 | 1,926,971 | 0 | 0 |
The Trust Amendment Proposal
| For | Against | Abstain | Broker Non-Vote | |||
| 10,070,707 | 1,926,971 | 0 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 2 to Business Combination Agreement, dated as of March 31, 2025, by and among Webull Corporation, Feather Sound I Inc., Feather Sound II Inc. and SK Growth Opportunities Corporation. | |
| 10.1 | Amendment to the Investment Management Trust Agreement between SK Growth Opportunities Corporation and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 1, 2025
| SK GROWTH OPPORTUNITIES CORPORATION | ||
| By: | /s/ Derek Jensen | |
| Name: | Derek Jensen | |
| Title: | Chief Financial Officer | |
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Exhibit 2.1
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 31, 2025 by and among (i) Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) Feather Sound I Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub I”), (iii) Feather Sound II Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub II”, collectively with Merger Sub I, the “Merger Subs”), and (iv) SK Growth Opportunities Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”).
WHEREAS, the parties hereto entered into that certain Business Combination Agreement, dated as of February 27, 2024 and as amended on December 5, 2024 (as may be further amended and modified from time to time in accordance with its terms, including by this Amendment, the “Agreement”);
WHEREAS, Section 11.12 (Amendments) of the Agreement provides that the Agreement may be amended or modified in whole or in part prior to the First Merger Effective Time, only by a duly authorized agreement in writing in the same manner as the Agreement and which makes reference to the Agreement and which shall be executed by the Company, the Merger Subs and SPAC;
WHEREAS, the parties hereto desire to amend the Agreement pursuant to the terms as set forth herein; and
WHEREAS, each of the Company, Merger Sub I, Merger Sub II and SPAC is authorized and approved by its respective board of directors to execute and deliver this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendments to the Agreement. Effective as of the date hereof,
(a) SPAC Extension. The first sentence of Section 7.6 of the Agreement is hereby amended and restated in its entirety as set forth below:
In the event that it is reasonably determined by the Company and SPAC that it is reasonably likely that the Merger will not be consummated by March 31, 2025, SPAC shall (a) use its reasonable best efforts to cause the SPAC Board to approve such amendment to the SPAC Charter to provide that the date by which SPAC must consummate a Business Combination in accordance with the SPAC Charter is extended from March 31, 2025 to June 22, 2025 (such date by which SPAC must consummate a Business Combination in accordance with the SPAC Charter, as amended, and as may be extended in accordance with the provisions of this Section 7.6, the “Business Combination Deadline” and such proposal, the “Extension Proposal”) and resolve to recommend that the SPAC Shareholders approve such Extension Proposal by special resolution (the “Extension Recommendation”), and not change or modify or propose to change or modify the Extension Recommendation, and (b) prepare and file with the SEC a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the Extension Proposal, which shall include, among other things, (x) a description and introduction of the Company, and (y) a statement that this Agreement and other Transaction Documents have been entered into.
(b) Outside Date. Clause (i) of Section 10.1 of the Agreement is hereby amended and restated in its entirety as set forth below:
by written notice from SPAC or the Company to the other, if the transactions contemplated by this Agreement shall not have been consummated on or prior to April 15, 2025 (such date, the “Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 10.1(i) will not be available to any party whose breach of any provision of this Agreement primarily caused or resulted in the failure of the Transactions to be consummated by such time; provided, further, that the Outside Date may be extended to a later date by mutual written consent of the Company and SPAC, in which case such later date shall be deemed the “Outside Date.”
3. No Further Amendment. The parties hereto agree that, except as provided herein, all other provisions of the Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment forms an integral and inseparable part of the Agreement.
4. References. All references to the “Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Agreement (including any schedule and exhibit to the Agreement) shall refer to the Agreement as amended by this Amendment. Notwithstanding the foregoing, except as otherwise provided in this Amendment, references to the date of the Agreement and references in the Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to February 27, 2024.
5. Other Miscellaneous Terms. The provisions of Article XI (Miscellaneous) of the Agreement shall apply mutatis mutandis to this Amendment, as if set forth in full herein.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.
| SPAC: | |||
| SK Growth Opportunities Corporation | |||
| By: | /s/ Derek Jensen | ||
| Name: | Derek Jensen | ||
| Title: | Chief Financial Officer | ||
[Signature Page to Amendment to Business Combination Agreement]
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.
| MERGER SUB I: | |||
| Feather Sound I Inc. | |||
| By: | /s/ Anquan Wang | ||
| Name: | Anquan Wang | ||
| Title: | Director | ||
[Signature Page to Amendment to Business Combination Agreement]
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.
| MERGER SUB II: | |||
| Feather Sound II Inc. | |||
| By: | /s/ Anquan Wang | ||
| Name: | Anquan Wang | ||
| Title: | Director | ||
[Signature Page to Amendment to Business Combination Agreement]
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.
| COMPANY: | |||
| Webull Corporation | |||
| By: | /s/ Anquan Wang | ||
| Name: | Anquan Wang | ||
| Title: | Director | ||
[Signature Page to Amendment to Business Combination Agreement]
Exhibit 10.1
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of March 28, 2025, is made by and between SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement, dated as of June 23, 2022, which was amended on December 27, 2023 and September 27, 2024 (as may be further amended from time to time, the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and in the case of Exhibit B, less up to $100,000 of interest to pay dissolution expenses) only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) upon the date which is the later of (1) March 31, 2025, or such earlier date as the Board may approve and (2) such later date upon an Extension effectuated pursuant to the terms hereof if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached to the Trust Agreement as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date;
WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be modified, amended or deleted with the affirmative vote of holders of fifty percent (50%) of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; and
WHEREAS, pursuant to an extraordinary general meeting of the shareholders of the Company held on the date hereof, fifty percent (50%) of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class, voted affirmatively to approve this Amendment Agreement;
WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
2. Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and, in the case of Exhibit B, less up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) June 22, 2025, or such earlier date as the Board may approve and (2) such later date upon an Extension effectuated pursuant to the terms hereof if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date”
3. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement.
4. References. All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as amended hereby) and references in the Trust Agreement to “the date hereof” and terms of similar import shall in all instances continue to refer to June 23, 2022.
5. Governing Law and Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
6. Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
7. Other Miscellaneous Terms. The provisions of Sections 6(e) and 6(i) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | |||
|
By: |
/s/ Francis Wolf | ||
| Name: | Francis Wolf | ||
| Title: | Vice President | ||
| SK GROWTH OPPORTUNITIES CORPORATION | |||
|
By: |
/s/ Richard Chin | ||
| Name: | Richard Chin | ||
| Title: | Chief Executive Officer | ||
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