Sec Form 4 Filing - Auxo Capital Managers LLC @ SK Growth Opportunities Corp - 2025-04-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Auxo Capital Managers LLC
2. Issuer Name and Ticker or Trading Symbol
SK Growth Opportunities Corp [ SKGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SK GROWTH OPPORTUNITIES CORPORATION, 228 PARK AVENUE S #96693
3. Date of Earliest Transaction (MM/DD/YY)
04/10/2025
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,870,464 I See footnote ( 2 )
Class A Ordinary Shares 04/10/2025 J( 4 ) 3,394,464 A 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 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 0 I See footnote ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Auxo Capital Managers LLC
C/O SK GROWTH OPPORTUNITIES CORPORATION
228 PARK AVENUE S #96693
NEW YORK, NY10003
X
Chin Richard H.
228 PARK AVENUE S #96693
NEW YORK, NY10003
X X CEO
Jensen Derek Edward
228 PARK AVENUE S #96693
NEW YORK, NY10003
X X CFO
Signatures
/s/ Auxo Capital Managers LLC by Richard Chin, Manager /s/ Richard Chin 04/14/2025
Signature of Reporting Person Date
/s/ Richard Chin 04/14/2025
Signature of Reporting Person Date
/s/ Derek Jensen 04/14/2025
Signature of Reporting Person Date
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.

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