UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨ Preliminary Proxy
Statement
¨ Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy
Statement
¨ Definitive Additional
Materials
¨ Soliciting Material
Pursuant to Section 240.14a-12
Corner Growth
Acquisition Corp.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee paid previously
with preliminary materials.
¨ Fee computed on
table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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):
June 16, 2023
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 or Rule 12b-2 of the Securities Exchange
Act of 1934.
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 8.01. Other Events.
Adjourned Extraordinary General Meeting
On June 15, 2023, Corner Growth
Acquisition Corp., (the “Company”) convened and then determined to adjourn its extraordinary general meeting (the “Extraordinary
General Meeting”). At the Extraordinary General Meeting, there were present or represented by proxy a sufficient number of shares
of the Company’s ordinary shares to constitute a quorum. The Chairman of the meeting adjourned the Annual Meeting without
opening the polls on the matters that were scheduled to be submitted to a vote of the Company’s shareholders other than the adjournment
proposal. The Extraordinary General Meeting was adjourned in order to solicit additional proxies with respect to the proposals
set forth in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2023
(the “Proxy Statement”).
The Extraordinary General
Meeting is adjourned until June 20, 2023 at 2:00 p.m., Eastern Time. At that time, the Extraordinary General Meeting will be
reconvened to vote on the proposals described in the Proxy Statement.
The Extraordinary General
Meeting will continue to be held virtually and in person at the offices of Duane Morris LLP located at 1540 Broadway, New York, New York
10036. If you plan on attending in person please email meetingcgac@duanemorris.com at least one day prior to the Extraordinary General
Meeting. Shareholders that wish to listen to the Extraordinary General Meeting via teleconference, but will not be able to participate
in the Extraordinary General Meeting or vote, may use the following teleconference dial-in numbers:
Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 1037346#
Extraordinary General Meeting-meeting webpage (information,
webcast, telephone access and replay):
https://www.cstproxy.com/cgac1/2023
The close of business on May
19, 2023 will continue to be the record date for the determination of shareholders of the Company entitled to vote at the Extraordinary
General Meeting. Shareholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change
their vote do not need to take any action. No changes have been made in the proposals to be voted on by stockholders at the Extraordinary
General Meeting.
Participants in the Solicitation
The Company and its directors
and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to
Extension Proposal. A list of the names of those directors and executive officers and a description of their interests in the Company
is available in the Proxy Statement and will be contained in the Registration Statement for the Business Combination, when available,
each of which will be available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Corner Growth
Acquisition Corp. 2, 251 Lytton Avenue, Suite 200, Palo Alto, California 94301.
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, Company’s commitment to funding the Monthly
Contributions, the Company’s expectations with respect to future performance and anticipated financial impacts of the non-binding
letter of intent that it has entered into with a differentiated food tech platform for an initial business combination. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.
Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions investors not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business
combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the Securities Act.
Additional Information and Where to Find It
The Company urges investors,
shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because
these documents will contain important information about the Company and the proposals. Shareholders may obtain copies of the Proxy Statement,
without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Morrow Sodali
LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, COOL.info@investor.morrowsodali.com.
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: June 16, 2023
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CORNER GROWTH ACQUISITION CORP. |
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|
|
By: |
/s/ Jerome Letter |
|
Name: |
Jerome Letter |
|
Title: |
Chief Financial Officer |
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