Material Event Form 8 K

Item 8.01.Other Events.

Contribution for Extension Amendment Proposal

On September 3, 2024, SK Growth Opportunities Corporation (the "Company") had previously called and provided a notice of its extraordinary general meeting (the "Meeting") scheduled for September 26, 2024, 11:00 a.m. Eastern Time, to consider and vote upon the matters described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on September 3, 2024 (as may be amended, the "Proxy Statement"). At the Meeting, shareholders will be asked to vote on a proposal to approve an extension of the date by which the Company must consummate an initial business combination from September 30, 2024 to March 31, 2025, or such earlier date as determined by the Company's board of directors (the "Extension Amendment Proposal"). Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.

While the Company's Proxy Statement does not provide for any additional contribution to the Company's trust account ("Trust Account") 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.

Assuming the Extension Amendment Proposal is approved, the initial Contribution amount will be deposited into the Trust Account promptly following September 30, 2024. Each additional monthly Contribution will be deposited in the Trust Account within seven calendar days from the 1st day of such calendar month. The Contributions are conditioned upon the approval of the Extension Amendment Proposal. The Contributions will not be made if the Extension Amendment Proposal is not approved. The amount of the Contributions, which are loans, will not bear interest and will be repayable to the Sponsor or its designees upon consummation of the Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal will not be put before the shareholders at the Meeting and the Company will wind up, liquidate and dissolve in accordance with its Memorandum and Articles of Association. The Company's board of directors will have the sole discretion whether to extend for additional calendar months following September 30, 2024 until March 31, 2025 and if the Company's board of directors determines not to continue extending for additional calendar months, the Sponsor or its designees will not make any additional Contributions following such determination.

The Company plans to continue to solicit proxies from shareholders during the period prior to the Meeting. Only the holders of the Company's ordinary shares as of the close of business on August 30, 2024, the record date for the Meeting, are entitled to vote at the Meeting.

Participants in the Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's shareholders in respect of the matters to be voted on at the Meeting. Information regarding the Company's directors and executive officers is contained in the Proxy Statement.