Form 425 - Prospectuses and communications, business combinations
23 December 2023 - 8:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
Date of Report (Date of earliest event reported): December 18, 2023
CORNER GROWTH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-39814 |
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98-1563902 |
(State or other jurisdiction of
incorporation or organization) |
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(Classification
File Number) |
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(I.R.S. Employer Identification No.) |
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251 Lytton Avenue, Suite 200
Palo Alto, California 94301 |
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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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 |
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COOLU |
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The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
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COOL |
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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 |
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COOLW |
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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 ☒
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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On December 18, 2023, the Company received a note from the staff of the Listing Qualifications Department of The Nasdaq Stock
Market LLC (Nasdaq) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the Panel), the Companys securities (shares, warrants, and rights) would be subject to suspension and
delisting from The Nasdaq Capital Market at the opening of business on December 27, 2023, due to the Companys non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company has timely
requested a hearing before the Panel to request sufficient time to complete a business combination. The hearing request will result in a stay of any suspension or delisting action pending the hearing.
Forward-Looking Statements
Certain
statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words
such as believe, may, will, estimate, continue, anticipate, intend, expect,
should, would, plan, predict, potential, seem, seek, future, outlook and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the business combination
between the Company and Noventiq Holdings PLC, a company organized under the
laws of Cyprus (Noventiq and, such business combination, the Business Combination), the estimated or anticipated future results and benefits of the combined company following
the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements
are based on the current expectations of the Companys management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Company and Noventiq. These statements are subject to a number of risks and uncertainties regarding the Companys businesses and the Business Combination, and actual results may differ materially.
These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination agreement, by and among the Company, Noventiq and Corner Growth SPAC Merger Sub, Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of the Company (the
Business Combination Agreement); the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of the Company or Noventiq for the potential transaction is not obtained; failure to realize the anticipated benefits
of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of the Company or Noventiq; the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by the
Companys shareholders; the inability to obtain or maintain the listing of the post-acquisition companys securities on Nasdaq following the Business Combination; costs related to the Business Combination; and those factors discussed in
the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, filed with the SEC on March 31, 2023, and other filings with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide the Companys expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will
cause the Companys assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to
do so. These forward-looking statements should not be relied upon as representing the Companys assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
SIGNATURES
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.
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Date: December 22, 2023 |
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CORNER GROWTH ACQUISITION CORP. |
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By: |
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/s/ Jerome Jerry Letter |
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Name: |
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Jerome Jerry Letter |
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Title: |
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Chief Financial Officer and Chief Operating Officer |
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