Current Report Filing (8-k)
24 December 2022 - 9:26AM
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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):
December 20, 2022
CORNER GROWTH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
001-39814 |
98-1563902 |
| (State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
| incorporation or organization) |
File Number) |
Identification No.) |
| 251 Lytton Avenue, Suite 200 |
|
| Palo Alto, California |
94301 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 543-8180
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 |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant |
|
COOLU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Ordinary Shares included as part of the units |
|
COOL |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
COOLW |
|
The Nasdaq 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 Investment Management Trust Agreement
On or about December 20, 2022, shareholders of Corner Growth Acquisition
Corp. (the “Company”) approved the amendment to the Company’s Investment Management
Trust Agreement, dated as of December 16, 2020 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer
& Trust Company, a New York limited purpose trust company, as trustee (“Continental”) to change the date on which Continental
must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “IPO”)
(the “Trust Account”) from (A) the earlier of the Company’s completion of an initial business combination and December
21, 2022 to (B) the earliest of (i) the Company’s completion of an initial business combination, (ii) the Extended Date (as defined
below) and (iii) the Amended Termination Date (as defined below).
The foregoing description of the Amendment to the Trust Agreement is
qualified in its entirety by the full text of the Amendment to the Investment Management Trust Agreement, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Within 15 days of the Extraordinary General Meeting (as defined below),
Corner Growth Acquisition Corp. (the “Company”) will file with the Registrar of Companies of the Cayman Islands (“Registrar”)
an amendment (the “Extension Amendment”) to its Amended and Restated Memorandum and Articles of Association to (i) extend
the date that the Company has to consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a “business combination”) from December 21, 2022
to June 21, 2023 (the “Extended Date”), or such earlier date as shall be determined by the Company’s board of directors
(the “Board”) and publicly announced by the Company (the “Amended Termination Date”). The
Company’s shareholders approved the Extension Amendment at the Extraordinary General Meeting on December 20, 2022. Upon approval
of the Extension Proposal (as defined below), the time period within which the Company has to consummate a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or similar business combination was extended to June 21, 2023. The foregoing
description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit
3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting (the “Extraordinary General
Meeting”) of Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), which was held on December
20, 2022, holders of 38,673,258 of the Company’s ordinary shares, which represents approximately 77.35% of the ordinary shares issued
and outstanding and entitled to vote as of the record date of November 11, 2022, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a proposal,
by special resolution under Cayman Islands law (the “Extension Proposal”) to amend the Company’s amended and restated
memorandum and articles of association to (i) extend the date that the Company has to consummate a business combination from December
21, 2022 to June 21, 2023. The shareholders approved a proposal (the “Trust Amendment Proposal”) to amend the Trust Agreement
to change the date on which Continental must commence liquidation of the Trust Account from (A) the earlier of Corner Growth’s completion
of an initial business combination and December 21, 2022 to (B) the earliest of (i) Corner Growth’s completion of an initial business
combination, (ii) the Extended Date and (iii) the Amended Termination Date. The shareholders also approved a proposal, by an ordinary
resolution under Cayman Islands law (the “Adjournment Proposal”) to adjourn the Extraordinary General Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise
in connection with the approval of the Extension Proposal.
Approval of Proposal 1-Extension Proposal
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
| |
38,020,856 |
|
|
|
652,402 |
|
|
|
0 |
| |
|
|
|
|
|
|
|
|
|
Approval of Proposal 2-Trust Amendment Proposal
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
| |
38,020,877 |
|
|
|
652,381 |
|
|
|
0 |
| |
|
|
|
|
|
|
|
|
|
Approval
of Proposal 3-Adjournment Proposal
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
| |
37,963,963 |
|
|
|
709,295 |
|
|
|
0 |
| |
|
|
|
|
|
|
|
|
|
In connection with the vote to approve the Extension Proposal, the
holders of 38,808,563 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of
approximately $10.06 per share, for an aggregate redemption amount of approximately $390,414,143.78. As such, approximately 97.02% of
the Class A ordinary shares were redeemed and approximately 2.98% of the Class A ordinary shares remain outstanding. After the satisfaction
of such redemptions, the balance in the Company’s trust account will be approximately $12,287,141.
Under Cayman Islands law, the amendment to the
Articles took effect upon approval of the Extension Proposal. Accordingly, the Company now has until June 21, 2023 to consummate its initial
business combination.
| Item 9.01. |
Financial Statements and Exhibits. |
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: December 23, 2022
| |
CORNER GROWTH ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Jerome “Jerry” Letter |
| |
Name: |
Jerome “Jerry” Letter |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
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