M&A - SK Growth Opportunities Corp

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000121390025026616

Filing Summary: On April 1, 2025, SK Growth Opportunities Corporation filed an 8-K detailing updates related to its business combination with Webull Corporation. The most significant change includes an Amendment No. 2 to the Business Combination Agreement, extending the deadline for consummating related transactions from March 31, 2025, to April 15, 2025. Additionally, the company entered into a Trust Amendment to extend the liquidation date of the Trust Account to June 22, 2025. The document summarizes the results of a recent extraordinary general meeting where key proposals related to the merger were approved by a majority vote, including the Business Combination Proposal, which involves a series of mergers where the company will become a wholly-owned subsidiary of Webull. The approval indicates strong support from shareholders, with 78.80% of voting power represented at the meeting.

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Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000101376225004425

Filing Summary: On March 31, 2025, SK Growth Opportunities Corporation filed a Current Report on Form 8-K to communicate details regarding its business combination with Webull Corporation. The report indicates the inclusion of an updated investor presentation that summarizes preliminary financial information for Webull for the year ending December 31, 2024. The report emphasizes the importance of this merger, highlighting forward-looking statements and potential risks associated with the transaction. The filing also includes information about a registration statement on Form F-4 that was declared effective on March 10, 2025, essential for obtaining shareholder approval for the proposed Transactions. Furthermore, it notes the Company as an emerging growth company, and outlines the solicitation process for proxies to facilitate shareholder voting on the merger.

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Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000101376225004421

Filing Summary: On March 31, 2025, SK Growth Opportunities Corporation filed a Form 8-K related to its upcoming business combination with Webull Corporation. The report includes an updated investor presentation detailing preliminary and unaudited financial information for Webull for the year ended December 31, 2024. The report notes that this merger aims to capitalize on growth opportunities in the digital trading and investing services industry. Key information regarding shareholder approval, registration statements, and proxy solicitation processes are highlighted, along with risks and uncertainties associated with the transaction. The filing also mentions the effective date of the registration statement being March 10, 2025, and that definitive proxy materials have been mailed to shareholders as of March 6, 2025, for voting related to the Transactions. The importance of reviewing all forthcoming documents to informed decisions is emphasized.

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Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000121390025026435

Filing Summary: SK Growth Opportunities Corporation filed a Form 8-K regarding its proposed business combination with Webull Corporation and its subsidiaries. The company entered into Non-Redemption Agreements with several investors, who agreed not to redeem their Class A ordinary shares in connection with the Business Combination, which is structured under a previously established agreement. In return for this commitment, the Sponsor agreed to forfeit a number of Class B ordinary shares, and in exchange, the company will issue one Class A Ordinary Share for every four Non-Redeemed Shares. This action is part of a strategic merger move to finalize the business combination set to enhance company structure and value.

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Form Type: 425

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000101376225003575

Filing Summary: On March 28, 2025, SK Growth Opportunities Corp reported key information regarding its proposed business combination with Webull Corporation. A related investor presentation was furnished as Exhibit 99.1. This merger involves the issuance of incentive warrants by Webull and aims to close the business combination, with a favorable redemption price per Class A ordinary share being approximately $11.75 noted as of March 26, 2025. The presentation details the expectations from the merger, including future operations and market strategies. Relevant forward-looking statements highlight risks associated with the business combination, including regulatory approvals and shareholder redemption requests. The registration statement on Form F-4 was filed and declared effective on March 10, 2025, with definitive proxy materials sent to shareholders. The company is identified as an emerging growth company, adhering to SEC regulations and clarifying that this report does not constitute a solicitation of proxies or an offer to sell securities.

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Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000101376225003573

Filing Summary: On March 28, 2025, SK Growth Opportunities Corporation filed a Form 8-K to report significant updates regarding its proposed business combination with Webull Corporation. This filing serves as a current report as per the requirements of the Securities Exchange Act. The registration statement on Form F-4, which includes a proxy statement, was filed with the SEC and declared effective on March 10, 2025. The Company has prepared an investor presentation related to the incentive warrants to be issued by Webull in connection with the closing of the proposed business combination. As of March 26, 2025, the redemption price per Class A ordinary share of the Company was reported to be approximately $11.75. This figure is derived from the trust account balance and total shares outstanding. The closing price of the Class A ordinary shares on Nasdaq as of March 27, 2025, was $12.51. The document outlines various forward-looking statements regarding anticipated business developments, growth opportunities, and technological trends, emphasizing that actual results may differ due to numerous factors. Shareholders are urged to read the Definitive Proxy Statement/Prospectus and related documents when available as they will provide important information about the proposed transactions and financial updates.

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Form Type: 10-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000101376225003413

Filing Summary: SK Growth Opportunities Corporation is a Cayman Islands exempted company formed for the purpose of engaging in a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, referred to as the initial business combination. The company has announced a proposed business combination involving Webull Corporation and its subsidiaries, with the agreement including a series of mergers. The business combination is characterized as a multi-step process including a capital restructuring of Webull followed by a merger with SK Growth and subsequent merger with Merger Sub II. Key details include the expected effective time of the mergers and conversion of Webull's preferred shares to ordinary shares, alongside the adoption of a charter amendment to reflect these changes. The company emphasizes its commitment to managing a business that has a strong ESG focus and societal benefits, highlighting the importance of sustainable practices alongside financial returns. A detailed risk factor section discusses potential operational challenges and the company’s status as a smaller reporting and emerging growth company, alongside its absence of operational history and revenues. It also highlights the impacts of investor behavior, market conditions, and potential conflicts of interest within its management team.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000121390025025526

Filing Summary: On March 20, 2025, SK Growth Opportunities Corporation (the "Company") reported the postponement of an extraordinary general meeting initially set for March 27, 2025. The meeting is intended to approve an amendment to extend the deadline for completing its initial business combination with Webull from March 31, 2025, to June 22, 2025. The meeting has been rescheduled to March 28, 2025. The Company has also filed proxy statements regarding the upcoming meetings with a redaction price for its Public Shares set at approximately $11.69. Shareholders are given until March 26 and 27 for redemption requests due for the Extension and Business Combination meetings, respectively. The document further highlights forward-looking statements and discusses potential risks and uncertainties around the merger.

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Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000121390025025528

Filing Summary: On March 20, 2025, SK Growth Opportunities Corporation filed its definitive additional materials regarding the postponement of an extraordinary general meeting initially scheduled for March 27, 2025. The meeting has been delayed to March 28, 2025, at 11:00 a.m. Eastern Time, where shareholders will discuss and approve an amendment to extend the deadline for completing an initial business combination with Webull from March 31, 2025, to June 22, 2025. Shareholders have the right to submit their Public Shares for redemption in relation to both the postponed Extension Meeting and an upcoming Business Combination Meeting set for March 30, 2025, to also approve the proposed merger with Webull. The redemption price was approximately $11.69 per Public Share, and redemption requests must be submitted by March 26, 2025, for the Extension Meeting and by March 27, 2025, for the Business Combination Meeting. The document includes forward-looking statements regarding the proposed merger and outlines potential risks and uncertainties associated with these transactions.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000101376225000324

Filing Summary: On March 14, 2025, SK Growth Opportunities Corporation filed a Form 8-K announcing a merger involving Webull Corporation. The document references a business combination agreement between SK Growth Opportunities and Webull, as well as two wholly-owned subsidiaries of Webull, Feather Sound I Inc. and Feather Sound II Inc. An investor presentation, dated the same day, was submitted as Exhibit 99.1, highlighting the merger's details and expectations. The registration statement on Form F-4 was declared effective by the SEC on March 10, 2025. The filing emphasizes the forward-looking statements regarding the merger's impact on operations, financial position, and other strategic considerations. Stakeholders are urged to review the definitive proxy statement and relevant documents for comprehensive information regarding the merger and its implications for shareholders.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000101376225000326

Filing Summary: SK Growth Opportunities Corporation filed a Form 425 under Rule 425 of the Securities Act regarding its business combination with Webull Corporation. This filing reveals the intent and preparation for a merger between SK Growth Opportunities Corporation (a special purpose acquisition company or SPAC) and Webull Corporation. The business combination involves additional entities, namely Feather Sound I Inc. and Feather Sound II Inc., both subsidiaries of Webull. An investor presentation dated March 14, 2025, is included as an exhibit, offering insights into the potential impact and future strategies post-merger. The filing emphasizes the forward-looking statements regarding the anticipated benefits and risks of the transaction. The SEC registration statement on Form F-4 related to this merger was declared effective on March 10, 2025, with significant procedural steps taken to inform SPAC shareholders about voting on the merger. The filing also underscores potential risks and uncertainties that could affect the merger process and outcomes. Key elements related to the transaction include financial forecasts, changes in operations, and compliance with regulatory requirements, as they prepare to finalize the merger.

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Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000101376225000321

Filing Summary: On March 14, 2025, SK Growth Opportunities Corporation reported the execution of a business combination agreement involving Webull Corporation and its subsidiaries, Feather Sound I Inc. and Feather Sound II Inc. This announcement includes an investor presentation prepared for the transaction. The definitive proxy statement/prospectus was mailed to shareholders on March 6, 2025, ahead of the required vote regarding the merger. The document elaborates on the expected implications of the merger, including operational forecasts, financial positions, and strategic objectives of the combined companies. It highlights potential risks associated with the transaction and indicates the SEC has declared the registration statement effective as of March 10, 2025. Shareholders are encouraged to review the detailed filings with the SEC for more comprehensive insights. The filing is categorized under emerging growth company disclosures, and forward-looking statements regarding future operational success and market strategies are included to inform stakeholders about potential risks and uncertainties tied to the merger process.

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Form Type: DEFM14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025022264

Filing Summary: SK Growth Opportunities Corp's board has approved a Business Combination Agreement with Webull Corporation, which will involve a two-step merger process. The first step includes the merger of SK Growth Opportunities Corp (SKGR) with a wholly-owned subsidiary of Webull, followed by the merger of the surviving entity into another subsidiary. Prior to the initial merger, Webull and its shareholders will restructure their capital. Upon completion of the mergers, holders of SKGR shares will receive Webull Class A Ordinary Shares on a one-for-one basis. There are provisions for the conversion of SKGR Class B shares and warrants into shares of Webull. Additionally, SKGR's Class A Ordinary Shares, Public Warrants, and Incentive Warrants will be affected by the transaction. If the business combination is not completed by March 31, 2025, SKGR may liquidate and redeem all public shares. The document also discusses potential conflicts of interest related to the transaction involving the Sponsor and Directors.

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