SK Growth Opportunities Corporation *

SK Growth Opportunities Corporation *

May 23, 2022 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Webull Corporation

ENTERPRISE VALUE: $7.3 billion
ANTICIPATED SYMBOL: TBD

SK Growth Opportunities Corporation entered into a business combination agreement with Webull Corporation

  • Webull is a leading digital investment platform built on next generation global infrastructure. Webull serves 20 million registered users globally, providing retail investors with 24/7 access to global financial markets.
  • The Webull Group operates in 15 regions globally and is backed by private equity investors located in the United States, Europe and Asia.

EXTENSION – 10/2/24 – LINK

  • The SPAC approved the extension from September 30, 2024 to March 31, 2025.
    • 323,637 shares were redeemed.
    • An additional $0.03/Share per month will be deposited into the trust account.

TRANSACTION

  • The combined company will retain its name as “Webull Corporation” and its ordinary shares are expected to be listed on NASDAQ under a new ticker symbol.
  • Proposed transaction represents an implied pro forma enterprise value of approximately $7.3 billion for the combined company.
  • The respective boards of directors of Webull and SK Growth have unanimously approved the Proposed Transaction, which is expected to close in the second half of 2024.
  • Webull’s shareholders are expected to maintain 100% of their existing equity holdings in the Combined Company and, assuming gross proceeds of approximately $100 million from funds held in the SPAC trust account, are expected to own approximately 98% of the issued and outstanding equity of the Combined Company immediately following the closing.


SPAC FUNDING

  • Webull or SPAC may enter into one or more subscription agreements with third-party investors (PIPE Investors).
  • Sponsor also agreed to forfeit for no consideration up to 2,000,000 SPAC Class B Ordinary Shares held by Sponsor in connection with the execution of additional Non-Redemption Agreements following the date of the Business Combination Agreement.

LOCK-UP

  • Company:
    • The Company shareholders will subject their shares to a 180-day lock-up period.
  • Sponsor:
    • The Sponsor will subject their shares to a lock-up of the earlier of:
      • (i) 12-months after the Closing, or
      • (ii) the date on which the closing price of the Company Ordinary Shares equals or exceeds $12.00 per share for any 20 Trading Days within a 30-Trading Day period commencing at least 150 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • SK Growth shareholder approval
  • The Proposed Transaction does not include a minimum cash condition

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by Webull or SPAC if the Transactions shall not have been consummated on or prior to the March 31, 2025 (the “Outside Date“), in each case subject to specified exceptions.

ADVISORS

  • Webull Advisors:
    • Kirkland & Ellis LLP is acting as U.S. legal counsel
  • SPAC Advisors:
    • Cohen & Company Capital Markets (a division of J.V.B. Financial Group, LLC) is acting as exclusive financial advisor and lead capital markets advisor
    • Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as U.S. legal counsel

EXTENSION – 12/29/23 – LINK

  • The SPAC approved the extension from December 28, 2023 to September 30, 2024.
    • 10,903,403 shares were redeemed at the meeting for $10.88 per share.
    • No contribution will be made into the trust account.

MANAGEMENT & BOARD


Executive Officers

Richard Chin, 58
Chief Executive Officer, Director

From 2017 to 2021, Mr. Chin served as President at SK hynix and Head of Global Development Group (“GDG”). Under Mr. Chin’s leadership, GDG developed and executed inorganic growth strategies for SK’s affiliates in the United States, including mergers and acquisitions, strategic investments, and joint venture partnerships. Concomitant with SK’s continued expansion into the U.S., Mr. Chin has significantly accelerated SK’s brand presence in recent years through his oversight of SK’s external affairs activities, including regulatory affairs and public policy activities in the United States, leading dialogue with prominent public and private investors and spearheaded the marketing efforts to expand SK’s brand prominence in the U.S. and globally. Prior to that, Mr. Chin also served as Chief Executive Officer of SK hynix America from 2016 to 2017, Chief Marketing Officer of SK hynix (world’s second largest memory semiconductor company) from 2013 to 2016, and President of SK telecom Americas, a U.S. subsidiary of SK telecom from 2007 to 2012. As the President of SK telecom Americas, Mr. Chin developed the U.S. market entrance strategy for SK telecom and led the development of organic growth engine solutions, establishment of venture capital operations, and execution of inorganic strategies adjacent to the wireless telecom industry. Prior to heading SK telecom Americas, Mr. Chin held key executive positions at Motorola Inc., including Corporate Vice President in charge of business ventures and development from 2006 to 2007 and Corporate Vice President and Director of Global Product Marketing from 2005 to 2006 and other senior positions from 1999 to 2005. Prior to Motorola, he held senior positions at Searle Pharmaceuticals from 1997 to 1999 and The NutraSweet Company from 1991 to 1997. Mr. Chin has served as a director on the boards of Virgin Mobile USA, Inc. from 2008 to 2009 and Mobile Money Ventures LLC from 2008 to 2011. Mr. Chin received a BA in Economics from the University of Chicago and a JD from the John Marshall Law School at the University of Illinois at Chicago.


Derek Jensen, 49
Chief Financial Officer and Director

From 2020 to 2021, Mr. Jensen served as the Vice President of Corporate Development of GDG, where he was responsible for sourcing and executing mergers and acquisitions and strategic investments for SK in the United States. Prior to this role, Mr. Jensen served as Vice President of Corporate Business Development at Magic Leap from 2018 to 2020, Vice President of Corporate Development and Head of M&A at GlobalFoundries from 2016 to 2018, Vice President of Corporate Development at Xperi (formerly Tessera Technologies) from 2015 to 2016. In addition, from 2017 to 2018, Mr. Jensen served as a director on the board of Ineda Systems Inc. Prior to his corporate development leadership roles, Mr. Jensen spent nearly a decade working in investment banking at Citigroup Global Markets Inc. (from 2010 to 2012), UBS Securities LLC (from 2006 to 2010), Deutsche Bank Securities Inc. (from 2004 to 2006) and Deutsche Bank AG (from 2002 to 2004) principally covering the semiconductor and electronics sectors. Mr. Jensen received an MBA in Finance and Economics from the University of Chicago Booth School of Business, an MS in Mechanical Engineering from the University of Illinois at Chicago, and a BME in Mechanical Engineering from the University of Minnesota.



Board of Directors

Speaker John Boehner, 72
Chairman

Speaker Boehner is the 53rd Speaker of the U.S. House of Representatives and since 2016 serves as a policy advisor at Squire Patton Boggs, a Washington D.C.-based law and public policy firm. He focuses on global business development and provides strategic advice and consulting on all aspects of domestic and international policy, drawing from his decades of experience both in business and at the highest levels of the U.S. government. Speaker Boehner served in the U.S. House of Representatives from January 1991 to October 2015, where he championed a number of major reforms as a Member of Congress and served as Speaker of the U.S. House of Representatives from January 2011 to October 2015, where he developed a reputation for bringing Republicans and Democrats together in support of major policy initiatives and forged strong relationships with business and government leaders throughout the world. Speaker Boehner currently serves on the board of directors of Acreage Holdings, Inc. since 2018, Titan Mining Corporation since 2018 and Augusta Gold Corp. since 2021. Speaker Boehner has also served on the board of directors of Reynolds America Inc. (NASDAQ: REYN) from 2016 to 2017 and Arizona Mining from 2017 to 2018. Prior to entering public service, he spent years running a small business representing manufacturers in the packaging and plastics industry. Speaker Boehner received a BA from Xavier University.


Martin Payne, 53
Vice Chairman nominee

Mr. Payne has over 30 years of experience in executive and board positions across a mix of private and public global enterprises. Mr. Payne currently serves as the chairman of the board and chief executive officer of Stick and Rudder Films, an entertainment company since 2013 and Comprehensive Clinical Solutions, a healthcare services company since 2016. In addition, Mr. Payne currently serves on the boards of Healthcare Services Acquisition Corporation (NASDAQ: HCAR) since 2020, Exponent Health (formerly HRGi Holdings Inc.) since 2017, and Astraius since 2020. Mr. Payne has also served on the board of MedX from 2016 to 2019 and Comprehensive Clinical Solutions from 2016 to 2019. While serving in board leadership positions of Healthcare Services Acquisition Corporation, MedX, Comprehensive Clinical Solutions, and Exponent Health, Mr. Payne led strategic and operational transformation efforts, including the business combination of three diverse healthcare services companies now operating as Exponent Health, Inc., and the successful, oversubscribed IPO launch of Healthcare Services Acquisition Corporation, which raised over $330 million. Mr. Payne was formerly with Catalyst Health Solutions (formerly NASDAQ: CHSI), from 2008 to 2014, where he led the highly value-accretive M&A transactions and integrations of HospiScript, IPS, Total Script, InPharmative, Future Scripts, Walgreens Health Initiatives, and RegenceRx. Prior to his tenure with Catalyst, Mr. Payne served in executive leadership roles at Coventry Health Care (formerly NYSE: CVH) from 2005 to 2008, Hanger Orthopedic Group (NYSE: HNGR) from 2002 to 2005, and United Health Group (NYSE: UNH) from 1994 to 2000. Additionally, from 2000 to 2002, Mr. Payne ran European marketing and sales for American Electric Power (NASDAQ: AEP), and built and managed pharmaceutical manufacturing plants in the UK. Mr. Payne started his career in the Royal Navy as a helicopter pilot. Mr. Payne received a biological and medicinal chemistry degree (BSc Hons) from the University of Essex.


Michael Noonen, 59
Director nominee

Mr. Noonen has 25 years of experience leading technology businesses and is currently a board director with SES.ai (NYSE: SES). In addition, Mr. Noonen currently serves as the Interim Managing Director of Sivers Semiconductor. From 2019 and prior to it being acquired by Sivers Semiconductor in February 2022, he served as Chief Executive Officer of MixComm Inc., the millimeter wave semiconductor company. He previously served as board director of Energous (NASDAQ: WATT) from 2019 to 2021. Prior to that, from Mr. Noonen served as SVP Global Business Development at Rambus Incorporated (NASDAQ: RMBS) from 2018 to 2019, as Global VP Sales & Marketing at Silego Technology Inc. from 2016 to 2017 and as Interim CEO and on the board of directors of Ambiq Micro, Inc. from 2014 to 2016. Prior to that, Mr. Noonen served as the Chairman and co-founder of Silicon Catalyst from 2013 to 2015, the World’s first semiconductor incubator and EE Times 2015 Start-up of the Year. In 2013, he was elected to the Global Semiconductor Alliance Board of Directors and chairman of the board of Socle, an IC design services company in Taiwan, which was acquired by Foxconn. Previously, Mr. Noonen was Executive Vice President, Global Products, Design, Sales, & Marketing at GlobalFoundries from 2011 to 2013 and Executive Vice President, Worldwide Sales & Marketing, at NXP Semiconductors (NASDAQ: NXPI) from 2008 to 2011. Mr. Noonen has held executive product line, sales and marketing roles at National Semiconductor from 2001 to 2008, Cisco Systems from 1999 to 2001, and 8×8 from 1993 to 1999. He started his career at NCR Microelectronics teaching mixed-signal IC design. He received a BS in Electrical Engineering from Colorado State University and in 2012 was named the College of Engineering Distinguished Alumni of the Year. He completed the Directors’ Consortium (Stanford, University of Chicago, Dartmouth) Corporate Governance program. Mr. Noonen holds multiple patents in the areas of Internet telephony and video communications.