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. 2
(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. |
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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 |
Corner Growth Acquisition Corp. 2
A Cayman Islands Exempted Company
251 Lytton Avenue, Suite 200
Palo Alto, California 94301
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held at 1:00 p.m. Eastern Time on
March 15, 2023
Dear Shareholders:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary
General Meeting”) of Corner Growth Acquisition Corp. 2 (“Corner Growth 2,” the “Company,” “we,”
“us” or “our”), a Cayman Islands exempted company, will be held in person and virtually at 1:00 p.m. Eastern
Time on March 15, 2023, at the offices of Duane Morris LLP located at 1540 Broadway, New York, New York 10036, or at such other time,
on such other date and at such other place at which the meeting may be adjourned or postponed. If you plan on attending in person please
email meetingcgac@duanemorris.com, at least one day prior to the Extraordinary General Meeting.
The accompanying proxy statement (the “Proxy Statement”) is dated March 1, 2023 and is first being mailed to shareholders
of the Company on or about that date. 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: 3540318#
Extraordinary General Meeting-meeting webpage (information, webcast,
telephone access and replay):
https://www.cstproxy.com/cornergrowthacquisitioncorp2/2023
While Shareholders may attend the Extraordinary General Meeting in
person at the meeting location, we strongly encourage the Shareholders to attend the meeting virtually or by telephone.
The sole purpose of the Extraordinary General Meeting is to:
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consider and vote on a proposal to approve (the “Extension Proposal”), pursuant to the terms of the Company’s amended and restated memorandum and articles of association (the “Articles”), the amendment of the Articles, in the form set forth in Annex A, to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”) from March 21, 2023 (the “Original Termination Date”) to March 21, 2024 (the “Extension,” and such later date, the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors (the “Board”) (the “Amended Termination Date”); and |
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to consider and vote upon a proposal to approve the adjournment of 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, which we refer to as the “Adjournment Proposal”. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Proposal. |
The Extension Proposal and the Adjournment Proposal are more fully
described in the accompanying Proxy Statement.
On May 17, 2022, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with a differentiated food
tech platform (the “Target”) for an initial business combination. The Target is a vertically integrated producer of premium
bulk grains, value-added ingredients, and CPG goods, driving fundamental change with significant attention around supply chain certainty,
food security, plant-based foods and ESG, and the Company believes the Target is a compelling investment opportunity given its vertical
integration, commercial opportunity and macro tailwinds. The Company is continuing to pursue this opportunity.
The purpose of the Extension is to allow us more time to complete an
initial business combination. The Articles provide that we have until March 21, 2023 to complete a business combination. Our board
of directors (the “Board”) currently believes that there will not be sufficient time to complete a business combination by
March 21, 2023. Therefore, our Board has determined that it is in the best interests of the Company and its shareholders to amend
the Articles, in the form set forth in Annex A, to extend the date that we have to consummate a business combination. If the Extension
Proposal is approved, the Company would have an additional twelve (12) months after the Original Termination Date to consummate a business
combination, which is a total of up to thirty-three (33) months to complete the business combination after the IPO.
In connection with the Extension Proposal, public shareholders
may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned, divided by the number of the then outstanding public shares, and which election we refer to as
the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or
“AGAINST” the Extension Proposal and an Election can also be made by public shareholders who do not vote, or do not
instruct their broker or bank how to vote, at the Extraordinary General Meeting. The public shareholders may make an Election
regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election
would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended
Date or the Amended Termination Date (as applicable). In addition, regardless of whether public shareholders vote “FOR”
or “AGAINST” the Extension Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the
Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain
the right to vote on any proposed initial business combination through the Extended Date or the Amended Termination Date (as
applicable) if the Extension Proposal is approved and the right to redeem their public shares at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such initial
business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares, in the event a proposed business combination is completed. We are not asking you to vote on any proposed business
combination at this time.
Based upon the amount in the Trust Account as of February 13,
2023, which was approximately $34,686,939 we anticipate that the per-share price at which public shares will be redeemed from cash held
in the Trust Account will be approximately $10.50 at the time of the Extraordinary General Meeting. The closing price of the public shares
on Nasdaq on February 28, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.47. We cannot
assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than
the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their
shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net
tangible assets following approval of the Extension Proposal.
The withdrawal of funds from the Trust Account in connection with the
Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be
only a small fraction of the approximately $34,686,939 that was in the Trust Account as of February 13, 2023. In such event, we may
need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available
on terms acceptable or at all.
If the Extension Proposal is not approved and we do not consummate
a business combination by March 21, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Class A ordinary shares included as part of the units sold in the IPO (the “public shares”), at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established by the Company upon
the consummation of the IPO and into which certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private
placement of warrants simultaneously with the closing date of the IPO, was deposited, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution
expenses and net of taxes payable), divided by the number of the then outstanding public shares, which redemption will completely extinguish
the rights of the holders of public shares (the “public shareholders”) as shareholders (including the right to receive further
liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON MARCH
13, 2023, TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S
DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS
IDENTIFIED ELSEWHERE HEREIN.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Class B
ordinary shares (the “founder shares” and, together with the public shares, the “shares” or “ordinary shares”),
including CGA Sponsor 2, LLC, a Delaware limited liability company (the “Sponsor”), and our independent directors, will not
receive any monies held in the Trust Account as a result of their ownership of founder shares.
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only
be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Extension Proposal.
The approval of the Extension Proposal requires a special resolution
under the Articles, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares
who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
The approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by shareholders represented in person online or by proxy at the Extraordinary General Meeting.
Our Board has fixed the close of business on February 21, 2023 as the
record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment
or postponement thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary
General Meeting or any adjournment or postponement thereof.
After careful consideration of all relevant factors, our Board has
determined that the Extension Proposal is advisable and recommends that you vote or give instruction to vote “FOR” such proposal.
No other business is proposed to be transacted at the Extraordinary
General Meeting.
Enclosed is the Proxy Statement containing detailed information concerning
the Extension Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we
urge you to read this material carefully and vote your ordinary shares.
March 1, 2023
By Order of the Board
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/s/ Marvin Tien |
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Marvin Tien |
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Chief Executive Officer |
Your vote is important. If you are a shareholder of record, please
sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting.
If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting. If your shares are held
in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in
person at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your
broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General
Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a
vote cast at the Extraordinary General Meeting.
Important Notice Regarding the Availability of Proxy Materials for
the Extraordinary General Meeting to be held at 1:00 p.m. Eastern Time on March 15, 2023: This notice of extraordinary general meeting
and the accompanying Proxy Statement are available at https://www.cstproxy.com/cornergrowthacquisitioncorp2/2023.
Corner Growth Acquisition Corp. 2
A Cayman Islands Exempted Company
251 Lytton Avenue, Suite 200
Palo Alto, California 94301
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held at 1:00 p.m. Eastern Time, on
March 15, 2023
PROXY STATEMENT
The extraordinary general meeting (the “Extraordinary General
Meeting”) of Corner Growth Acquisition Corp. 2 (“Corner Growth 2,” the “Company,” “we,” “us”
or “our”), a Cayman Islands exempted company, will be held in person and virtually at 1:00 p.m. Eastern Time on March
15, 2023, at the offices of Duane Morris LLP located at 1540 Broadway, New York, New York 10036, or at such other time, on such other
date and at such other place at which the meeting may be adjourned or postponed. 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: 3540318#
Extraordinary General Meeting-meeting webpage (information, webcast,
telephone access and replay):
https://www.cstproxy.com/cornergrowthacquisitioncorp2/2023
While Shareholders may attend the Extraordinary General Meeting in
person at the meeting location, we strongly encourage the Shareholders to attend the meeting virtually or by telephone.
The sole purpose of the Extraordinary General Meeting is to:
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consider and vote on a proposal to approve (the “Extension Proposal”), pursuant to the terms of the Company’s amended and restated memorandum and articles of association (the “Articles”), the amendment of the Articles, in the form set forth in Annex A, to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”) from March 21, 2023 (the “Original Termination Date”) to March 21, 2024 (the “Extension,” and such later date, the “Extended Date”), or such earlier date as shall be determined by the Company’s board of directors (the “Board”) (the “Amended Termination Date”); and |
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to consider and vote upon a proposal to approve the adjournment of 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, which we refer to as the “Adjournment Proposal”. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Proposal. |
On May 17, 2022, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with a differentiated food
tech platform (the “Target”) for an initial business combination. The Target is a vertically integrated producer of premium
bulk grains, value-added ingredients, and CPG goods, driving fundamental change with significant attention around supply chain certainty,
food security, plant-based foods and ESG, and the Company believes the Target is a compelling investment opportunity given its vertical
integration, commercial opportunity and macro tailwinds. The Company is continuing to pursue this opportunity.
The purpose of the Extension is to allow us more time to complete
an initial business combination. The Articles provide that we have until March 21, 2023 to complete a business combination. Our
Board currently believes that there will not be sufficient time to complete a business combination by March 21, 2023.
Therefore, our Board has determined that it is in the best interests of the Company and its shareholders to amend the Articles, in
the form set forth in Annex A, to extend the date that we have to consummate a business combination. If the Extension
Proposal is approved, the Company would have an additional twelve (12) months after the Original Termination Date to consummate a
business combination, which is a total of up to 33 months to complete the business combination after the IPO.
In connection with the Extension Proposal, public shareholders
may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned, divided by the number of the then outstanding public shares, and which election we refer to as
the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or
“AGAINST” the Extension Proposal and an Election can also be made by public shareholders who do not vote, or do not
instruct their broker or bank how to vote, at the Extraordinary General Meeting. The public shareholders may make an Election
regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election
would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended
Date or the Amended Termination Date (as applicable). In addition, regardless of whether public shareholders vote “FOR”
or “AGAINST” the Extension Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the
Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain
the right to vote on any proposed initial business combination through the Extended Date or the Amended Termination Date (as
applicable) if the Extension Proposal is approved and the right to redeem their public shares at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such initial
business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares, in the event a proposed business combination is completed. We are not asking you to vote on any proposed business
combination at this time.
Based upon the amount in the Trust Account as of February 13,
2023, which was approximately $34,686,939 we anticipate that the per-share price at which public shares will be redeemed from cash held
in the Trust Account will be approximately $10.50 at the time of the Extraordinary General Meeting. The closing price of the public shares
on Nasdaq on February 28, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.47. We
cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher
than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell
their shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of
net tangible assets following approval of the Extension Proposal.
The withdrawal of funds from the Trust Account in connection with the
Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be
only a small fraction of the approximately $34,686,939 that was in the Trust Account as of February 13, 2023. In such event, we may
need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available
on terms acceptable or at all.
If the Extension Proposal is not approved and we do not consummate
a business combination by March 21, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Class A ordinary shares included as part of the units sold in the IPO (the “public shares”), at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company upon
the consummation of the IPO and into which certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private
placement of warrants simultaneously with the closing date of the IPO, was deposited (the “Trust Account”), including interest
earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000
of interest to pay dissolution expenses and net of taxes payable), divided by the number of the then outstanding public shares, which
redemption will completely extinguish the rights of the holders of public shares (the “public shareholders”) as shareholders
(including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and
(iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Class B
ordinary shares (the “founder shares” and, together with the public shares, the “shares” or “ordinary shares”),
including the Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership
of founder shares.
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only
be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Extension Proposal.
The approval of the Extension Proposal requires a special resolution
under the Articles, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares
who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
The approval of the Adjournment Proposal requires an ordinary resolution,
being the affirmative vote of the majority of the votes cast by shareholders represented in person online or by proxy at the Extraordinary
General Meeting.
Our Board has fixed the close of business on February 21, 2023 as the
record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment
or postponement thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary
General Meeting or any adjournment or postponement thereof. On the record date of the Extraordinary General Meeting, there were 7,929,435
ordinary shares outstanding, of which 3,304,435 were public shares and 4,625,000 were founder shares. The founder shares carry voting
rights in connection with the Extension Proposal, and we have been informed by our Sponsor and independent directors that hold 4,625,000
founder shares in the aggregate, that they intend to vote in favor of the Extension Proposal.
This Proxy Statement contains important information about the Extraordinary
General Meeting and the proposals. Please read it carefully and vote your shares.
We will pay for the entire cost of soliciting proxies. We have engaged
Morrow Sodali LLC (“Morrow Sodali”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have
agreed to pay Morrow Sodali its customary fee and out-of-pocket expenses. We will also reimburse Morrow Sodali for reasonable out-of-pocket
expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition
to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication.
These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial owners.
This Proxy Statement is dated March 1, 2023 and is first being mailed
to shareholders on or about that date.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
GENERAL MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document.
Q. |
Why am I receiving this Proxy Statement? |
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We are a blank check company incorporated on February 10, 2021
as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities. On June 21, 2021, we consummated our IPO from which we derived
gross proceeds of $185,000,000. Like many blank check companies, our Articles provide for the return of the funds held in trust to the
holders of ordinary shares sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date
(in our case, March 21, 2023).
Our Board has determined that it is in the best interests of the
Company and its shareholders to amend the Articles, in the form set forth in Annex A, to extend the date that we have to
consummate a business combination to the Extended Date or the Amended Termination Date (as applicable) in order that our
shareholders are given the chance to participate in an investment opportunity. |
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What is being voted on? |
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You are being asked to vote on: |
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a proposal by special
resolution to amend the Articles, in the form set forth in Annex A, to extend the date by which the Company consummate a
business combination to the Extended or the Amended Termination Date (as applicable), unless the closing of a business combination
shall have occurred; and |
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a proposal to approve the adjournment of 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. |
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We will not proceed with the Extension if redemptions of our public
shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.
If the Extension Proposal is approved and the Extension is implemented,
the removal of the Withdrawal Amount will reduce the amount held in the Trust Account following the Election. We cannot predict the amount
that will remain in the Trust Account if the Extension Proposal is approved and the amount remaining in the Trust Account may be only
a small fraction of the approximately $34,686,939 that was in the Trust Account as of February 13, 2023. In such event, we may need
to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available
on terms acceptable or at all. |
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If the Extension Proposal is not approved and we do not consummate a business combination by March 21, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares. |
Q. |
Why is the Company proposing the
Extension Proposal? |
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Our Articles provide for the return of the funds held in the Trust
Account to the holders of public shares if there is no qualifying business combination(s) consummated on or before March 21,
2023. As we explain below, we may not be able to complete an initial business combination by that date.
The purpose of the Extension is to allow us more time to complete an
initial business combination. The Articles provide that we have until March 21, 2023 to complete a business combination.
Our Board currently believes that there will not be sufficient
time to complete a business combination by March 21, 2023. Therefore, our Board has determined that it is in the best interests of
the Company to amend the Articles, in the form set forth in Annex A, to extend the date that we have to consummate a business combination
to the Extended Date or the Amended Termination Date (as applicable), in order that our shareholders are given the chance to participate
in an investment opportunity.
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Accordingly, our Board is proposing the Extension Proposal to amend
the Articles, in the form set forth in Annex A, to extend the date by which the Company consummate a business combination to the
Extended Date or the Amended Termination Date (as applicable), unless the closing of a business combination shall have occurred.
You are not being
asked to vote on a proposed business combination at this time. If the Extension is implemented and you do not make an Election, you
will retain the right to vote on any proposed initial business combination when and if one is submitted to shareholders and the
right to redeem your public shares at a per-share price, payable in cash, equal to the pro rata portion of the Trust Account in the
event a proposed business combination is approved and completed or the Company has not consummated a business combination by the
Extended Date OR THE AMENDED TERMINATION DATE (AS APPLICABLE). |
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Why should I vote “FOR” the Extension Proposal? |
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Our Articles provide that if our shareholders approve an extension
of our obligation to redeem all of our public shares if we do not complete our initial business combination before March 21, 2023,
we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided
by the number of the then outstanding public shares. We believe that this provision of the Articles was included to protect our shareholders
from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the
timeframe contemplated by the Articles. |
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Given our expenditure of time, effort and money to identify potential targets for a potential initial business combination our Board believes current circumstances warrant providing those who believe the Company might execute a potential business combination that is an attractive investment opportunity with an opportunity to consider such a transaction, inasmuch as we are also affording shareholders who wish to redeem their public shares the opportunity to do so. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination in the future and the right to redeem your public shares in connection with such initial business combination.
Whether a holder of public shares votes in favor of or against the Extension Proposal, if such proposal is approved, the holder may, but is not required to, redeem all or a portion of its public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.
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Liquidation of the Trust Account is a fundamental obligation of
the Company to the public shareholders and we are not proposing and will not propose to change that obligation to the public
shareholders. If holders of public shares do not elect to redeem their public shares, such holders will retain redemption rights in
connection with any initial business combination we may propose. Assuming the Extension Proposal is approved, we will have until the
Extended Date or the Amended Termination Date (as applicable) to complete a business combination.
Our Board recommends that you vote in favor of the Extension Proposal. |
Q. |
Why should I vote “FOR” the Adjournment Proposal? |
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If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal. |
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If presented, our Board recommends that you vote in favor of the Adjournment Proposal. |
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How do the Company insiders intend to vote their shares? |
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Our Sponsor and independent directors own an aggregate of 4,625,000
founder shares. Such founder shares represent approximately 58.3% of our issued and outstanding ordinary shares.
The founder shares carry voting rights in connection with the
Extension Proposal, and we have been informed by our Sponsor and independent directors that they intend to vote in favor of the Extension
Proposal. |
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In addition, our Sponsor, directors, officers, advisors or any of their
affiliates may purchase public shares in privately negotiated transactions or in the open market prior to the Extraordinary General Meeting.
However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Any such
purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder
that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Proposal
and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other
transactions would be to increase the likelihood that the resolutions to be put to the Extraordinary General Meeting are approved by the
requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who
would otherwise have voted against the Extension Proposal and elected to redeem their shares for a portion of the Trust Account. Any such
privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the
Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Proposal. |
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What vote is required to adopt the Extension Proposal? |
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The approval of the Extension Proposal requires a special resolution under the Articles, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. |
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What vote is required to approve the Adjournment Proposal? |
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The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented in person online or by proxy at the Extraordinary General Meeting. |
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What if I do not want to vote “FOR” the Extension Proposal? |
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If you do not want the Extension Proposal to be approved, you must
vote “AGAINST” the proposal. If the Extension Proposal is approved, and the Extension is implemented, then the Withdrawal
Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election
if you vote against, abstain or do not vote on the Extension Proposal.
Broker “non-votes” and abstentions will count towards the
quorum requirement for the Extraordinary General Meeting but will have no effect with respect to the approval of the Extension Proposal
(i.e. it will be treated as neither a vote “for” nor “against” any matter and will not be counted when calculating
the votes cast). |
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What happens if the Extension Proposal is not approved? |
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Our Board will abandon the Extension if our shareholders do not approve the Extension Proposal. If the Extension Proposal is not approved and we do not consummate a business combination by March 21, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. |
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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares. |
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If the Extension Proposal is approved, what happens next? |
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We will continue our efforts to complete an initial business
combination until the Extended Date or the Amended Termination Date (as applicable). Upon approval of the Extension Proposal by the requisite number of votes, the Extension will
become effective. We will remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”) and
our units, public shares and warrants will remain publicly traded.
If the Extension Proposal is approved, the removal of the Withdrawal
Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our ordinary
shares held by our Sponsor and our independent directors as a result of their ownership of the founder shares.
If the Extension Proposal is approved but we do not complete a
business combination by the Extended Date or the Amended Termination Date (as applicable), we will (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in
the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law. We cannot assure you that the per share distribution from the Trust Account, if
we liquidate, will not be less than $10.00 due to unforeseen claims of creditors. |
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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares. |
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How are the funds in
the Trust Account currently being held? |
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There is currently uncertainty
concerning the applicability of the the Investment Company Act of 1940, as amended (the “Investment
Company Act”) to special purpose acquisition companies like us (“SPACs”). It
is possible that a claim could be made that we have been operating as an unregistered investment
company, including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act, based on the current views of the U.S. Securtiies and Exchange Commission (“SEC”). While
the funds in the Trust Account have, since our IPO, been held only in U.S. government securities
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less, or money market funds meeting certain conditions of Rule 2a-7 of
the Investment Company Act, to mitigate the risk of being viewed as operating as an unregistered
investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act), we currently intend to, on or prior to the 24-month anniversary of the effective
date of the registration statement relating to our IPO, instruct Continental Stock Transfer &
Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government
securities or money market funds held in the Trust Account and thereafter to hold all funds in the
Trust Account in an interest-bearing bank deposit account until the earlier of consummation
of our initial business combination or our liquidation. Following a liquidation of the Trust Account
assets, if we are unable to achieve more than minimal interest, on the funds held in the Trust Account,
the dollar amount our public shareholders would otherwise receive upon any redemption or liquidation
of the Company would be less than if the assets in the Trust Account remained in U.S. government
securities or money market funds. Interest on the Trust Account is variable and is currently expected
to be approximately 3.0% per annum.
In addition, even prior to the 24-month anniversary of the
effective date of the registration statement relating to our IPO, we may be deemed to be an investment company. The longer that the funds
in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such
securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment
company, in which case we may be required to liquidate. For so long as the funds in the Trust Account are held in short-term U.S. government
securities or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment
company and required to liquidate is greater than that of a special purpose acquisition company that has elected to liquidate such investments
and to hold all funds in its Trust Account in an interest-bearing bank deposit account. Accordingly, we may determine, in our discretion,
to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all
funds in the Trust Account in an interest-bearing bank deposit account, which may further reduce the dollar amount our public shareholders
would receive upon any redemption or our liquidation.
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What happens to the Company’s outstanding warrants if the Extension Proposal is not approved? |
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If the Extension Proposal is not approved and we have not consummated
a business combination by March 21, 2023, we will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay
liquidation expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law.
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There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder
shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their
ownership of the founder shares. |
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What happens to the Company’s outstanding warrants if the Extension Proposal is approved? |
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If the Extension Proposal is approved, we will retain the blank check
company restrictions previously applicable to us and continue to attempt to consummate an initial business combination until the Extended
Date or the Amended Termination Date (as applicable).
All other public warrants will remain outstanding and will become exercisable
for one Class A ordinary share 30 days after the completion of an initial business combination at an initial exercise price
of $11.50 per warrant for a period of five years, provided we have an effective registration statement under the Securities Act of 1933
(the “Securities Act”) covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating
to them is available (or we permit holders to exercise warrants on a cashless basis). |
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If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with a proposed business combination? |
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Unless you elect to redeem your shares at this time, you will be able to exercise redemption rights in respect of any future initial business combination, subject to any limitations set forth in our Articles. |
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How do I change my vote? |
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You may change your vote by sending a later-dated, signed proxy card
to our Secretary at Corner Growth Acquisition Corp. 2, 251 Lytton Avenue, Suite 200, Palo Alto, California 94301, so that it is received
prior to the Extraordinary General Meeting or by attending the Extraordinary General Meeting in person and voting. You also may revoke
your proxy by sending a notice of revocation to the same address, which must be received by our Secretary prior to the Extraordinary General
Meeting.
Please note, however, that if on the record date your shares were held,
not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee then you are the beneficial owner of
shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are
held in street name, and you wish to attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting, you must
bring to the Extraordinary General Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial
ownership of the shares and giving you the right to vote your shares. |
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How are votes counted? |
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Votes will be counted by the inspector of election appointed for the
Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes.
The Extension Proposal must be approved as a special resolution under the Articles, being the affirmative vote of the holders of at least
two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting,
vote at the Extraordinary General Meeting.
Accordingly, a shareholder’s failure to vote by proxy or to vote
in person at the Extraordinary General Meeting means that such shareholder’s ordinary shares will not count towards the quorum requirement
for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement
but will not count as a vote cast at the Extraordinary General Meeting. |
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If my shares are held in “street name,” will my broker automatically vote them for me? |
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No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
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What is a quorum requirement? |
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A quorum of our shareholders is necessary to hold a valid Extraordinary
General Meeting. A quorum will be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding
ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy or if a corporation or other
non-natural person by its duly authorized representative or proxy. As of the record date for the Extraordinary General Meeting, the holders
of at least 3,964,718 ordinary shares would be required to achieve a quorum.
Your shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Extraordinary General
Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement, but will not count as a vote cast at the Extraordinary
General Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Extraordinary General Meeting. |
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Who can vote at the Extraordinary General Meeting? |
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Only holders of record of our ordinary shares at the close of
business on February 21, 2023 are entitled to have their vote counted at the Extraordinary General Meeting and any adjournment or postponement
thereof. On this record date, 7,929,435 ordinary shares were outstanding and entitled to vote.
Shareholder of Record: Shares Registered in Your Name. If on the record
date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then
you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary General Meeting or vote by proxy.
Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to fill out and return the enclosed proxy card
to ensure your vote is counted. |
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Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership, including indirect ownership, of founder shares and warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The Extension Proposal— Interests of our Sponsor, Directors and Officers.” |
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Do I have appraisal rights if I object to the Extension Proposal? |
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Our shareholders do not have appraisal rights in connection with the Extension Proposal under Cayman Islands law. |
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What do I need to do now? |
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We urge you to read carefully and consider the information contained in this Proxy Statement, and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. |
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How do I vote? |
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If you are a holder of record of our ordinary shares, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person if you have already voted by proxy. |
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If your ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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How do I redeem my ordinary shares? |
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Each of our public shareholders may submit an election that, if the
Extension is implemented, such public shareholder elects to redeem all or a portion of his public shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then
outstanding public shares. You will also be able to redeem your public shares in connection with any proposed initial business combination,
or if we have not consummated a business combination by the Extended Date or the Amended Termination Date (as applicable).
In order to tender your ordinary shares for redemption, you must
elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, at 1 State Street, 30th Floor, New York, NY 10004
Attn: SPAC Redemptions, Email: spacredemptions@continentalstock.com, or to deliver your shares to the transfer agent electronically
using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in
which you hold your shares. You should tender your ordinary shares in the manner described above prior to 5:00 p.m. Eastern
Time on March 13, 2023, two business days before the Extraordinary General Meeting). |
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What should I do if I receive more than one set of voting materials? |
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You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares. |
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Who is paying for this proxy solicitation? |
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We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow Sodali its customary fee and out-of-pocket expenses. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. |
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Who can help answer my questions? |
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If you have questions about the proposals or if you need additional
copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokerages, please call (203) 658-9400
Email: TRONinfo@investor.morrowsodali.com
If you have questions regarding the certification of your position
or delivery of your ordinary shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: SPAC Redemptions
E-mail: spacredemptions@continentalstock.com
You may also obtain additional information about us from documents
we file with the U.S. Securities and Exchange Commission (the “SEC”) by following the instructions in the section entitled
“Where You Can Find More Information.” |
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Proxy Statement may constitute
“forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are
not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this Proxy Statement may include, for example, statements about:
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our ability to complete a business combination; |
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the anticipated benefits of a business combination; or |
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the volatility of the market price and liquidity of Corner Growth 2 shares and other securities of Corner Growth 2. |
The forward-looking statements contained in this Proxy Statement are
based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with
the SEC on March 31, 2022, Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022, August 12, 2022 and
November 10, 2022 and in other reports the Company files with the SEC. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
RISK FACTORS
You should consider carefully all of the risks
described in our Annual Report on Form 10-K filed with the SEC on March 31, 2022 and in the other reports we file with
the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial
condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of
our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our Annual
Report on Form 10-K, our Quarterly Report on Form 10-Q and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
There are no assurances that the extension
will enable us to complete an initial business combination.
Approving the Extension Proposal involves a
number of risks. Even if the Extension Proposal is approved and the extension is implemented, we can provide no assurances that an initial
business combination will be consummated prior to the Extended Date. Our ability to consummate an initial business combination is dependent
on a variety of factors, many of which are beyond our control. If the Extension Proposal is approved, we expect to seek stockholder approval
of an initial business combination. We are required to offer shareholders the opportunity to redeem shares of Class A common stock in
connection with the Extension Proposal, and we will be required to offer shareholders redemption rights again in connection with any
shareholder vote to approve our initial business combination. Even if the Extension Proposal or our initial business combination are
approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business
combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the
Extension Proposal and our initial business combination vote could exacerbate these risks. Other than in connection with a redemption
offer or liquidation, our shareholders may be unable to recover their investment except through sales of shares of Class A common stock
on the open market. The price of shares of Class A common stock may be volatile, and there can be no assurance that shareholders will
be able to dispose of shares of Class A common stock at favorable prices, or at all.
If we were deemed to be an investment
company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination
and instead be required to liquidate the Company. To avoid that result, on or shortly prior to the 24-month anniversary of the effective
date of the registration statement relating to our initial public offering, we may liquidate securities held in the Trust Account
and instead hold all funds in the Trust Account in demand deposit accounts or certificates of deposit, which may reduce the dollar
amount our public shareholders would receive upon any redemption or liquidation of the Company. Interest on the Trust Account is
variable and is currently expected to be approximately 3.0% per annum.
There is currently uncertainty concerning
the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive
agreement within 18 months after the effective date of the registration statement relating to its initial public offering or
that does not complete its initial business combination within 24 months after such date. We have not entered into a definitive
business combination agreement within 18 months after the effective date of the registration statement relating to our initial
public offering, and do not expect to complete our initial business combination within 24 months of such date. As a result, it
is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an
unregistered investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an
initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able
to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our
shares following such a transaction.
The funds in the Trust Account have, since
our IPO, been held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less, or in an open-ended investment company that holds itself out as a money market
fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. However, to mitigate
the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of
the Investment Company Act, as amended), we will, on or shortly prior to the 24 month anniversary of the effective date of the registration
statement relating to our initial public offering, instruct Continental Stock Transfer & Trust Company, the trustee with respect
to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter
to hold all funds in the Trust Account in demand deposit accounts or certificates of deposit until the earlier of consummation of our
initial business combination or liquidation, which may reduce the dollar amount our public shareholders would receive upon any redemption
or liquidation of the Company. Interest on the Trust Account is variable and is currently expected to be approximately 3.0% per annum.
In addition, even prior to the
24-month anniversary of the effective date of the registration statement relating to our initial public offering, we may be
deemed to be an unregistered investment company. The longer that the funds in the Trust Account are held in
short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the
24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case we
may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust
Account at any time, even prior to the 24 month anniversary, and instead hold all funds in the Trust Account as described
above. Were we to liquidate, our warrants would expire worthless, and our shareholders would lose the investment opportunity
associated with an investment in the combined company, including any potential price appreciation of our securities.
The SEC has recently issued proposed
rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target,
or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete an
initial business combination and may constrain the circumstances under which we could complete a business combination. The need for
compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or cause us to liquidate at an earlier time than we might otherwise choose.
On March 30, 2022, the SEC issued proposed
rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with business
combination transactions between SPACs, such as the Company, and private operating companies; the financial statement requirements applicable
to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions;
the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become
subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment
as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and
activities.
The SPAC Rule Proposals have not yet been
adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs.
Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the
SEC’s views expressed in the SPAC Rule Proposals, may increase the costs of negotiating and completing an initial business
combination and the time required to consummate an initial business combination, and may constrain the circumstances under which we could
complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in
the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would
expire worthless, and our shareholders would lose the investment opportunity associated with an investment in the combined company, including
any potential price appreciation of our securities.
Any business combination may be subject
to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of our initial business combination.
Such conditions or limitations could also potentially make our public shares less attractive to investors or cause our future investments
to be subject to U.S. foreign investment regulations.
Investments that involve the acquisition of,
or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses
and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense
Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R.
Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).
Whether CFIUS has jurisdiction to review an
acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level
of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result
in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined
in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through
regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control
of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business
that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive
personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).
The managers and officers of the sponsor are all U.S. persons and the voting power in the sponsor is held by U.S. persons; however, non-U.S.
persons made the majority of capital contributions to the sponsor. As a result, the contemplated investments by the Sponsor and foreign
persons controlling any private investment in public equity investors in connection with any business combination may result in investments
in us by non-U.S. persons that could be considered by CFIUS to be “covered transactions” under CFIUS’ regulations. CFIUS
or another U.S. governmental agency could choose to review any business combination, even if a filing with CFIUS is not required. If we
do not make a filing in connection with a business combination, there can be no assurances that CFIUS or another U.S. governmental agency
will not choose to review any business combination. Any review and approval of an investment or transaction by CFIUS may have outsized
impacts on transaction certainty, timing, feasibility, and cost, and could limit the pool of potential targets with which the Company
can complete an initial business combination, among other things. CFIUS policies and agency practices are rapidly evolving, and in the
event that CFIUS reviews any business combination or one or more proposed or existing investment by investors, there can be no assurances
that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the business combination
or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors
(including, but not limited to, limits on purchasing the Company’s ordinary shares, limits on information sharing with such investors,
requiring a voting trust, governance modifications, or forced divestiture, among other things) or CFIUS could order us to divest all or
a portion of a target company if we had proceeded without first obtaining CFIUS clearance.
If CFIUS elects to review a business combination,
the time necessary to complete such review of the business combination or a decision by CFIUS to prohibit the business combination could
prevent us from completing a business combination prior to March 21, 2023 or the Extended Date, as applicable.
If we are not able to consummate a business
combination by March 21, 2023 or the Extended Date, as applicable, we will: (1) cease all operations except for the purpose of winding
up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. As a result of the liquidation
process, all investors will lose the potential investment in a target company and any price appreciation in the combined company.
BACKGROUND
We are a blank check company incorporated on February 10, 2021
as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities.
On June 21, 2021, the we consummated the IPO of 18,500,000 units
(the “Units”), which included the partial exercise of the underwriter’s option to purchase up to an additional 1,000,000
Units at the IPO price to cover over-allotments. Each Unit consists of one Class A ordinary share, (the “Class A Ordinary
Shares”), and one-third of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder
thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold
at an offering price of $10.00 per Unit, generating gross proceeds of $185,000,000.
Simultaneous with the consummation of the IPO and the issuance and
sale of the Units, the Company consummated the private placement of 4,950,000 Private Placement Warrants (including 133,333 Private Placement
Warrants purchased in connection with the partial exercise of the underwriter’s over-allotment option) at a price of $1.50 per Private
Placement Warrant, generating total proceeds of $7,425,000. The Private Placement Warrants, which were purchased by the Sponsor, are substantially
similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash
or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the Public Warrants
are called for redemption and a certain price per Class A Ordinary Share threshold is met) and (iii) subject to certain limited
exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business
combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement
Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants.
The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.
Prior to the consummation of the IPO, on February 18, 2021, the
Sponsor purchased an aggregate of 5,031,250 of our Class B ordinary shares (the “founder shares”), for an aggregate
purchase price of $25,000. In March 2021, the Sponsor transferred 50,000 founder shares to each of the Company’s three independent
directors. On June 24, 2021 as a result of the underwriter’s election to partially exercise their over-allotment option, 406,250
founder shares were forfeited, resulting in 4,625,000 shares outstanding.
A total of $185,000,000 from the proceeds Corner Growth 2 received
from the IPO and the sale of the private placement warrants was placed in a segregated Trust Account located in the United States at UBS
Financial Services Inc., with Continental Stock Transfer & Trust Company acting as trustee. The amounts held in the Trust Account
are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government
treasury obligations.
On May 17, 2022, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with a differentiated food
tech platform (the “Target”) for an initial business combination. The Target is a vertically integrated producer of premium
bulk grains, value-added ingredients, and CPG goods, driving fundamental change with significant attention around supply chain certainty,
food security, plant-based foods and ESG, and the Company believes the Target is a compelling investment opportunity given its vertical
integration, commercial opportunity and macro tailwinds. The Company is continuing to pursue this opportunity.
On June 15, 2022, the Company held an extraordinary general meeting
(the “2022 Extraordinary General Meeting”) which amended the Company’s Amended and Restated Memorandum and Articles
of Association to extend the date by which the Company must consummate its initial Business Combination from June 21, 2022 (the “Original
Termination Date”) to March 21, 2023. As part of the 2022 Extraordinary General Meeting, shareholders elected to redeem 11,093,735 Class A
ordinary shares, resulting in redemption payments out of the Trust Account totaling $111,062,537, or approximately $10.01 per share
which includes $125,817 of earnings in the Trust Account not previously withdrawn. In order to support the extension to consummate
an initial Business Combination to March 21, 2023, the Sponsor agreed to deposit $244,407 into the Trust Account, which is an
aggregate of $0.033 per Class A ordinary share for each month of the extension period up to and until October 21, 2022,
pro-rated for partial months during the extension period, resulting in a maximum contribution of $977,627, or $0.132 per share of
Class A ordinary shares that was not redeemed in connection with the 2022 Extraordinary General Meeting. Contributions in the amount
of $0.033 per Class A ordinary shares were funded on each of June, July, August and September 21, 2022.
On October 21, 2022, the Company launched a fixed price tender
offer (the “Tender Offer”) to purchase and redeem its Class A Ordinary Shares at a purchase price of $10.21 per
share of Class A Ordinary Shares, net to seller in cash and without interest upon the terms and subject to the conditions set forth
in the Tender Offer. The Tender Offer expired on January 6, 2023. 4,101,830 or 55.38% of the outstanding Class A Ordinary Shares
had been validly tendered and not withdrawn in the Tender Offer. Corner Growth accepted for purchase all of the Shares validly tendered
and delivered in the Tender Offerfor a total consideration of $41,879,684.30.
As of February 13, 2023, there was approximately $34,686,939 in investments
held in the Trust Account and approximately $88,449 of cash held outside the Trust Account.
Our Sponsor, directors and officers have interests in the proposals
that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of founder shares and
warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The
Extension Proposal—Interests of our Sponsor, Directors and Officers.”
On the record date of the Extraordinary General Meeting, there were
7,929,435 ordinary shares outstanding, of which 3,304,435 were public shares and 4,625,000 were founder shares. The founder shares carry
voting rights in connection with the Extension Proposal, and we have been informed by our Sponsor and independent directors that hold
4,625,000 founder shares in the aggregate, that they intend to vote in favor of the Extension Proposal.
Our principal executive offices are located at 251 Lytton Avenue, Suite 200,
Palo Alto, California 94301 and our telephone number is (650) 543-8180.
PROPOSAL 1—THE EXTENSION PROPOSAL
The Extension Proposal
We are proposing to amend the Articles, in the form set forth in Annex
A, to extend the date by which we have to consummate a business combination to the Extended Date or the Amended Termination Date (as applicable).
The purpose of the Extension is to allow us more time to complete
an initial business combination. The Articles provide that we have until March 21, 2023 to complete a business combination. Our
Board currently believes that there will not be sufficient time to complete a business combination by March 21, 2023.
Therefore, our Board has determined that it is in the best interests of the Company to amend the Articles, in the form set forth in Annex
A, to extend the date that we have to consummate a business combination. If the Extension Proposal is approved, the Company
would have an additional twelve (12) months after the Original Termination Date to consummate a business combination which is a
total of up to thirty-three (33) months to complete the business combination after the IPO. This Extension Proposal is being sought in
connection with a business combination regarding which we are currently in discussion.
If the Extension Proposal is not approved and we do not consummate
a business combination by March 21, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number
of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii),
to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable
law.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder
shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their
ownership of the founder shares.
The Board’s Reasons for the Extension Proposal
Our Articles provide that if our shareholders approve an extension
of our obligation to redeem all of our public shares if we do not complete our initial business combination before March 21, 2023,
we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided
by the number of the then outstanding public shares. We believe that this provision of the Articles was included to protect our shareholders
from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe
contemplated by the Articles.
Given our expenditure of time, effort and money to identify potential
targets for a potential initial business combination our Board believes current circumstances and negotiation warrant providing those
who believe the Company might execute a potential business combination that is an attractive investment opportunity with an opportunity
to consider such a transaction, inasmuch as we are also affording shareholders who wish to redeem their public shares the opportunity
to do so.
You are not being asked to vote on a proposed business combination
at this time. If the Extension is implemented and you do not make an Election, you will retain the right to vote on any proposed initial
business combination when and if one is submitted to shareholders and the right to redeem your public shares at a per-share price, payable
in cash, equal to the pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or
the Company has not consummated a business combination by the Extended Date or the Amended Termination Date (as applicable).
If the Extension Proposal is Not Approved
Our Board will abandon the Extension if our shareholders do not approve
the Extension Proposal. If the Extension Proposal is not approved and we do not consummate a business combination by March 21, 2023,
as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up
to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder
shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their
ownership of the founder shares.
If the Extension Proposal is Approved
We will continue our efforts to complete an initial business
combination by the Extended Date or the Amended Termination Date (as applicable). Upon approval of the Extension Proposal, the Extension will become effective. We will remain a
reporting company under the Exchange Act, and our units, public shares and warrants will remain publicly traded.
If the Extension Proposal is approved and the Extension is implemented,
the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account
following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Proposal is approved and the
amount remaining in the Trust Account may be only a small fraction of the approximately $34,686,939 that was in the Trust Account as of
February 13, 2023. In such event, we may need to obtain additional funds to complete an initial business combination, and there can
be no assurance that such funds will be available on terms acceptable or at all.
All public warrants will remain outstanding and will become exercisable
for one Class A ordinary share 30 days after the completion of an initial business combination at an initial exercise price
of $11.50 per warrant for a period of five years, provided we have an effective registration statement under the Securities Act of 1933
(the “Securities Act”) covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating
to them is available (or we permit holders to exercise warrants on a cashless basis).
If the Extension Proposal is approved but we do not complete a
business combination by the Extended Date or the Amended Termination Date (as applicable), we will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of
interest to pay liquidation expenses and net of taxes payable), divided by the number of then outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of
applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than
$10.00 due to unforeseen claims of creditors.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder
shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their
ownership of the founder shares.
Full Text of the Resolution
“RESOLVED, as a special resolution, that:
i) Article 49.7 of the Articles of Association of the Company
be deleted and replaced as follows:
“In the event that the Company does not consummate a Business
Combination within 33 months from the consummation of the IPO, or such earlier time as may be determined by the Directors, or such later time as the Members may approve by special resolution, the
Company shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares
in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation
distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's
remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide
for claims of creditors and other requirements of Applicable Law.”
ii) Article 49.8 of the Articles of Association of the Company
be deleted and replaced as follows:
“In the event that any amendment is made to this Article: (a) that
would modify the substance or timing of the Company’s obligation to: (i) provide for the redemption of the Public Shares in
connection with a Business Combination; or (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business
Combination within 33 months from the closing of the IPO, or such earlier time as may be determined by the Directors, or such later time as the Members may approve by special resolution; or (b) with
respect to any other provision relating to the rights of holders of the Class A Shares; each holder of Public Shares who is not the
Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness
of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) and not previously released
to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such
redemption in this Article is subject to the Redemption Limitation.”
iii) Article 49.10 of the Articles of Association of the Company
be deleted and replaced as follows:
“After the issue of Public Shares, and prior to the consummation
of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof
to: (a) receive funds from the Trust Account; or (b) vote as a class with the Public Shares: (i) on the Company’s
initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial
Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has
to consummate a business combination beyond 33 months from the closing of the IPO or (y) amend this Article 49.10.”
Vote Required for Approval
The Extension Proposal must be approved as a special resolution under
the Articles, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who,
being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General
Meeting.
Recommendation of the Board
As described herein, after careful consideration of all relevant factors,
our Board has determined that the Extension Proposal is in the best interests of the Company. Our Board has approved and declared advisable
adoption of the Extension Proposal and recommends that you vote “FOR” such proposal.
After careful consideration of all relevant factors, our Board determined
that the Extension Proposal is in the best interests of the Company.
Our Board unanimously recommends that our shareholders vote “FOR”
the approval of the Extension Proposal.
PROPOSAL 2—THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal is only
expected to be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the
approval of the Extension Proposal. In no event will our Board adjourn the Extraordinary General Meeting beyond March 21, 2023.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, our
Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for,
or otherwise in connection with, the approval of the Extension Proposal.
Full Text of the Resolution
“RESOLVED, as an ordinary resolution, that, in the event that,
based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting of the Members to approve
the Extension Proposal presented at the Extraordinary General Meeting, the adjournment of such meeting in accordance with the Articles
of Association of the Company and Cayman Islands law is hereby approved.”
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by shareholders represented in person online or by proxy at the Extraordinary General Meeting. Accordingly,
a shareholder’s failure to vote by proxy or vote in person online on the Adjournment Proposal means that such shareholder’s
shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker
non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
Recommendation of the Board
If presented, our Board unanimously recommends that our shareholders
vote “FOR” the approval of the Adjournment Proposal.
THE EXTRAORDINARY GENERAL MEETING
Date, Time and Place. The Extraordinary General Meeting of our
shareholders will be held in person and virtually at 1:00 p.m. Eastern Time on March 15, 2023, at the offices of Duane Morris LLP
located at 1540 Broadway, New York, New York 10036, or at such other time, on such other date and at such other place at which the meeting
may be adjourned or postponed. 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: 3540318#
Extraordinary General Meeting-meeting webpage (information, webcast,
telephone access and replay):
https://www.cstproxy.com/cornergrowthacquisitioncorp2/2023
Voting Power; Record Date. You will be entitled to vote or direct
votes to be cast at the Extraordinary General Meeting, if you owned the ordinary shares at the close of business on February 21,
2023, the record date for the Extraordinary General Meeting. You will have one vote per proposal for each ordinary share you owned at
that time. The Company warrants do not carry voting rights.
Votes
Required. The approval of the Extension Proposal requires a special resolution under the Articles, being the affirmative vote
of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the
Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for
the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.
On the record date of the Extraordinary General Meeting, there were
7,929,435 ordinary shares outstanding, of which 3,304,435 were public shares and 4,625,000 were founder shares. The founder shares carry
voting rights in connection with the Extension Proposal, and we have been informed by our Sponsor and independent directors that hold
4,625,000 founder shares in the aggregate, that they intend to vote in favor of the Extension Proposal.
If you do not want the Extension Proposal to be approved, you must
vote “AGAINST” the proposal. If the Extension Proposal is approved and the Extension is implemented, then the Withdrawal Amount
will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if
you vote against, abstain or do not vote on the Extension Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by our Board on the proposal to approve the Extension Proposal
being presented to shareholders at the Extraordinary General Meeting. We have engaged Morrow Sodali to assist in the solicitation of proxies
for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may
be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Extraordinary
General Meeting if you are a holder of record of the ordinary shares. You may contact Morrow Sodali at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokerages, please call (203) 658-9400
Email: TRON.info@investor.morrowsodali.com
Required Vote
The approval of the Extension Proposal requires a special resolution
under the Articles, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares
who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.
If the Extension Proposal is not approved and we do not consummate
a business combination by March 21, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the
number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and
(iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than
$10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our
Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder
shares.
In addition, our Sponsor, directors, officers, advisors or any of their
affiliates may purchase public shares in privately negotiated transactions or in the open market prior to the Extraordinary General Meeting.
However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Any such
purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder
that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Proposal
and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other
transactions would be to increase the likelihood that the resolutions to be put to the Extraordinary General Meeting are approved by the
requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who
would otherwise have voted against the Extension Proposal and elected to redeem their shares for a portion of the Trust Account. Any such
privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the
Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Proposal.
None of our Sponsor, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any
material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep
in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder.
These interests include, among other things, the interests listed below:
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If we do not consummate a business combination by
March 21, 2023, which is 21 months from the closing of our IPO, or by the Extended Date or the Amended Termination Date (as
applicable) if the Extension Proposal is approved by the requisite number of votes, we would (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in
the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law. In such event, the founder shares, all of which are owned by our Sponsor and
independent directors, would be worthless because following the redemption of the public shares, we would likely have few, if any,
net assets and because our holders of our founder shares have agreed to waive their rights to liquidating distributions from the
Trust Account with respect to the founder shares if we fail to complete a business combination within the required
period. |
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In addition, simultaneously with the consummation of
the IPO, the Company consummated the private placement of 4,950,000 private placement warrants at a price of $1.50 per Private
Placement Warrant, generating total proceeds of $7,425,000. The warrants are each exercisable for one ordinary share at $11.50 per
share. If we do not consummate a business combination by March 21, 2023, or by the Extended Date or the Amended Termination
Date (as applicable) if the Extension Proposal is approved by the requisite number of votes, then a portion of the proceeds from the
sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held
by our Sponsor will be worthless. |
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Our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, in the future they may receive any cash fees, stock options or stock awards that a post-business combination Board determines to pay to its directors and officers if they continue as directors and officers following such initial business combination. |
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If the Trust Account is liquidated, including in the event we are unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. |
Redemption Rights
Each of our public shareholders may submit an election that such public
shareholder elects to redeem all or a portion of his public shares at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. You will
also be able to redeem your public shares in connection with any proposed initial business combination, or if we have not consummated
a business combination by the Extended Date or the Amended Termination Date (as applicable).
TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON MARCH
13, 2023, TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S
DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS
IDENTIFIED ELSEWHERE HEREIN.
In order to tender your ordinary shares for redemption, you must elect
either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer
agent, at 1 State Street, 30th Floor, New York, New Yok 10004, Attn: SPAC Redemptions, Email: spacredemptions@continentalstock.com,
or to deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which
election would likely be determined based on the manner in which you hold your shares. You should tender your ordinary shares in the manner
described above prior to 5:00 p.m. Eastern Time on March 13, 2023, two business days before the Extraordinary General Meeting).
Through the DWAC system, this electronic delivery process can be accomplished
by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer
agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly
longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and our transfer agent
will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and
the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering
broker $80 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. We do not have any control over this
process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will
have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders
who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising
their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures
prior to the vote on the Extension Proposal at the Extraordinary General Meeting will not be redeemed for cash held in the Trust Account
on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General
Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your ordinary shares for
redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may
request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer
agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Proposal is not approved, these
shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following
the determination that the Extension Proposal will not be approved. The transfer agent will hold the certificates of public shareholders
that make the Election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, we will redeem each public share for a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned,
divided by the number of then outstanding public shares. Based upon the amount in the Trust Account as of February 13, 2023
which was $34,686,939, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $10.50 at the time of the Extraordinary General Meeting. The closing price of the public shares on
Nasdaq on February 28, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.47. We
cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is
higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders
wish to sell their shares.
If you exercise your redemption rights, you will be exchanging your
ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly
demand redemption and tender your share certificate(s) to our transfer agent prior to the vote on the Extension Proposal at the Extraordinary
General Meeting. We anticipate that a public shareholder who tenders ordinary shares for redemption in connection with the vote to approve
the Extension Proposal would receive payment of the redemption price for such shares soon after the Extraordinary General Meeting.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
FOR SHAREHOLDERS EXERCISING REDEMPTION AND WARRANT REPURCHASE RIGHTS
The following discussion is a summary of certain U.S. federal income
tax considerations generally applicable to Redeeming U.S. Holders (as defined below) in connection with an Election or a Warrant Repurchase.
This discussion is limited to certain U.S. federal income tax considerations to Redeeming U.S. Holders that hold our Class A ordinary
shares and public warrants as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This
discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to a Redeeming U.S.
Holder in connection with an Election, including:
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our Sponsor, founders, officers or directors; |
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financial institutions or financial services entities; |
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taxpayers that are subject to the mark-to-market accounting rules; |
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governments or agencies or instrumentalities thereof; |
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regulated investment companies; |
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real estate investment trusts; |
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expatriates or former long-term residents of the United States; |
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persons that actually or constructively own five percent or more of our voting shares; |
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services; |
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or |
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Redeeming U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. |
Moreover, the discussion below is based upon the provisions of the
Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof,
and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as
to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address
any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax
laws. We have not sought, and will not seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal
income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court.
Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely
affect the accuracy of the statements in this discussion.
This discussion does not consider the tax treatment of partnerships
or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement
classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax
treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the
partnership. If you are a partner of a partnership holding our securities, we urge you to consult your own tax advisor.
As used herein, a “Redeeming U.S. Holder” is a beneficial
owner of our Class A ordinary shares and/or our public warrants that hold its Class A ordinary shares and its public warrants
as a capital asset for U.S. federal income tax purposes (x) and elects to have such Class A ordinary shares redeemed for cash
pursuant to the exercise of redemption rights through an Election or (y) requires the Sponsor or one of its affiliates to repurchase,
at $1.00 per public warrant, such public warrants pursuant to the Warrant Repurchase, and, in each case, is, for U.S. federal income tax
purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation
for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United
States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust,
or (B) it has in effect a valid election to be treated as a United States person.
Tax Consequences for U.S. Holders Exercising Redemption Rights
Pursuant to an Election
Redemption as Sale of Class A Ordinary Shares or Corporate
Distribution
Subject to the passive foreign investment company (“PFIC”)
rules discussed below, the U.S. federal income tax consequences of a redemption pursuant to an Election to a Redeeming U.S. Holder
will depend, in part, on whether such redemption qualifies as a sale of the redeemed Class A ordinary shares under Section 302
of the Code. If the redemption by us qualifies as a sale of Class A ordinary shares, the Redeeming U.S. Holder will be treated as
described under “—Sale of Class A Ordinary Shares” below. If the redemption by us does not qualify as a sale of
Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described
below under “—Corporate Distribution.” Whether a redemption by us qualifies for sale treatment will depend largely on
the total number of our shares treated as held by the Redeeming U.S. Holder (including any shares constructively owned by the Redeeming
U.S. Holder described in the following paragraph) relative to all of our shares outstanding both before and after such redemption. The
redemption by us of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than
as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the Redeeming
U.S. Holder, (ii) results in a “complete termination” of the Redeeming U.S. Holder’s interest in us or (iii) is
“not essentially equivalent to a dividend” with respect to the Redeeming U.S. Holder. These tests are explained more fully
below.
In determining whether any of the foregoing tests are satisfied, a
Redeeming U.S. Holder takes into account not only our shares actually owned by the Redeeming U.S. Holder, but also our shares that are
constructively owned by it. A Redeeming U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain
related individuals and entities in which the Redeeming U.S. Holder has an interest or that have an interest in such Redeeming U.S. Holder,
as well as any shares the Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A
ordinary shares which could be acquired pursuant to the exercise of our warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting shares actually and constructively owned by the Redeeming U.S. Holder immediately following
the redemption of Redeeming Class A ordinary shares must, among other requirements, be less than 80 percent of the percentage
of our outstanding voting shares actually and constructively owned by the Redeeming U.S. Holder immediately before the redemption. Prior
to our initial business combination, the Class A ordinary shares may not be treated as voting stock for this purpose and, consequently,
this substantially disproportionate test may not be applicable. There will be a complete termination of a Redeeming U.S. Holder’s
interest if either (i) all of our shares actually and constructively owned by the Redeeming U.S. Holder are redeemed or (ii) all
of our shares actually owned by the Redeeming U.S. Holder are redeemed and the Redeeming U.S. Holder is eligible to waive, and effectively
waives in accordance with specific rules, the attribution of shares owned by certain family members and the Redeeming U.S. Holder does
not constructively own any other shares of ours. The redemption of the Class A ordinary shares will not be essentially equivalent
to a dividend with respect to a Redeeming U.S. Holder if it results in a “meaningful reduction” of the Redeeming U.S. Holder’s
proportionate interest in us. Whether the redemption will result in a meaningful reduction in a Redeeming U.S. Holder’s proportionate
interest in us will depend on the particular facts and circumstances.
However, the IRS has indicated in a published ruling that even a small
reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.” A Redeeming U.S. Holder should consult with its own tax advisors as
to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption will
be treated as a corporate distribution and the tax effects will be as described under “—Corporate Distribution” below.
After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be
added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the Redeeming U.S. Holder’s
adjusted tax basis in its warrants or possibly in other shares constructively owned by it.
Sale of Class A Ordinary Shares
Subject to the PFIC rules discussed below, a U.S. Holder generally
will recognize capital gain or loss on such sale of our Class A ordinary shares. Any such capital gain or loss generally will be
long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such Class A ordinary shares exceeds one year.
It is unclear, however, whether the redemption rights with respect to the Class A ordinary shares described in our IPO prospectus
may suspend the running of the applicable holding period for this purpose.
The amount of gain or loss recognized on such sale generally will be
equal to the difference between (i) the sum of the amount of cash received in the sale and (ii) the Redeeming U.S. Holder’s
adjusted tax basis in its Class A ordinary shares so sold. Long-term capital gain realized by a non-corporate Redeeming U.S. Holder
is currently eligible to be taxed at reduced rates. The deduction of capital losses is subject to certain limitations.
Corporate Distribution
Subject to the PFIC rules discussed below, a Redeeming U.S. Holder
generally will be required to include in gross income as dividends the amount of any such corporate distribution to the extent paid out
of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by us
will be taxable to a corporate Redeeming U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally
allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings
and profits generally will be applied against and reduce the Redeeming U.S. Holder’s basis in its Class A ordinary shares (but
not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A ordinary
shares (see “—Sale of Class A Ordinary Shares” above).
With respect to non-corporate Redeeming U.S. Holders, under tax laws
currently in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “—Sale of
Class A Ordinary Shares” above) only if our Class A ordinary shares are readily tradable on an established securities
market in the United States, we are not treated as a PFIC at the time the dividend is paid or in the preceding year and provided certain
holding period and other requirements are met. Because we believe it is likely we have been considered a PFIC for our taxable year ended
on December 31, 2020, dividends paid to Redeeming U.S. Holders with respect to our Class A ordinary shares may not constitute
“qualified dividends” that would be taxable at a reduced rate. Redeeming U.S. Holders should consult their tax advisors regarding
the availability of such lower rate for any dividends paid with respect to our Class A ordinary shares.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be classified as a PFIC
for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share
of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at
least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including
its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for
the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than
rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. For purposes
of these rules, interest income earned by us would be considered to be passive income and cash held by us would be considered to be a
passive asset.
Because we are a blank check company with no current active business,
based upon the composition of our income and assets, and upon a review of our financial statements, we believe that it is likely we were
a PFIC for our initial taxable year ended December 31, 2021, and our taxable year ended on December 31, 2022 and will likely
be a PFIC for our current taxable year.
Accordingly, a Redeeming U.S. Holder (provided, in the case of an Election,
it does not make in respect of our Class A ordinary shares (i) a timely qualified electing fund (“QEF”) election
for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) Class A ordinary shares or (ii) a
timely “mark to market” election, in each case, as described below) generally will be subject to special rules with respect
to:
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any gain recognized by the Redeeming U.S. Holder on the sale of its Class A ordinary shares or warrants, which would include a redemption pursuant to an Election, if such redemption is treated as a sale under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution” and a repurchase of public warrants pursuant to the Warrants Repurchase; and |
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any “excess distribution” made to the Redeeming U.S. Holder on account of its Class A ordinary shares (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the Class A ordinary shares), which may include a redemption pursuant to an Election to the extent such redemption is treated as a corporate distribution under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution.” As described above, the Warrant Repurchase is expected to be treated as a taxable disposition of public warrants subject to the rules described in the previous bullet and therefore is not expected to constitute an “excess distribution.” |
Under these special rules:
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the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the Class A ordinary shares or public warrants; |
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the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or, with respect to Class A ordinary shares, received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
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the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and |
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the Redeeming U.S. Holder with respect to the tax attributable to each such other taxable year of the Redeeming U.S. Holder. |
A Redeeming U.S. Holder that owns (or is deemed to own) shares in a
PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or market-to-market
election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend
the statute of limitations until such required information is furnished to the IRS.
The application of the PFIC rules is extremely complex. Shareholders
considering participating in the redemption should consult with their tax advisors concerning the application of the PFIC rules in
their particular circumstances.
QEF Election
A Redeeming U.S. Holder may avoid the PFIC rules described above
in respect to our Class A ordinary shares (but not our warrants) by making a timely election (if eligible to do so) to treat us as
a QEF. If we are treated as a QEF with respect to a Redeeming U.S. Holder, such Redeeming U.S. Holder must include in gross income on
a current basis (in the taxable year of such Redeeming U.S. Holder in which or with which our taxable year ends) its pro rata share of
our net capital gains (as long-term capital gain) and our ordinary earnings (as ordinary income), in each case, whether or not distributed,
with respect to such Redeeming U.S. Holder’s Class ordinary shares. A Redeeming U.S. Holder generally may make a separate election
to defer the payment of taxes on undistributed income inclusions under these QEF rules, but if deferred, any such taxes will be subject
to an interest charge.
A U.S. Holder may not make a QEF election with respect to its public
warrants. As a result, any gain recognized by a Redeeming U.S. Holder with respect to the Warrant Repurchase generally will be treated
under the special rules described above applicable to gain realized with respect to PFIC stock.
If a Redeeming U.S. Holder has made a QEF election with respect to
our Class A ordinary shares for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold)
such shares, (i) any gain recognized as a result of a redemption pursuant to an Election (if such redemption is treated as a sale
under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution”)
generally will be taxable as capital gain and no additional tax will be imposed under the PFIC rules, and (ii) to the extent
such redemption is treated as a corporate distribution under the rules discussed above under the heading “Redemption as Sale
of Class A Ordinary Shares or Corporate Distribution,” any distribution of ordinary earnings that were previously included
in income generally should not be taxable as a dividend to such Redeeming U.S. Holder. The tax basis of a Redeeming U.S. Holder’s
shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends
under the above rules.
The QEF election is made on a shareholder-by-shareholder basis and,
once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed
IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information
provided in a “PFIC Annual Information Statement”, to a timely filed U.S. federal income tax return for the tax year to which
the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain
other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their tax advisors regarding the availability
and tax consequences of a retroactive QEF election under their particular circumstances.
If a Redeeming U.S. Holder makes a QEF election after our first taxable
year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) Class A ordinary shares, the adverse PFIC tax consequences
(with adjustments to take into account any current income inclusions resulting from the QEF election) will continue to apply with respect
to such Class A ordinary shares unless the Redeeming U.S. Holder makes a purging election under the PFIC rules. Under the purging
election, the Redeeming U.S. Holder will be deemed to have sold such Class A ordinary shares at their fair market value and any gain
recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As a result
of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in such Class A ordinary shares for purposes
of the PFIC rules.
In order to comply with the requirements of a QEF election, a Redeeming
U.S. Holder must receive a “PFIC Annual Information Statement” from us. Upon written request, we will endeavor to provide
to a U.S. Holder such information as the IRS may require, including a “PFIC Annual Information Statement”, in order to enable
the U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we will timely provide such required information.
Mark-to-Market Election
Alternatively, if we are a PFIC and our Class A ordinary shares
constitute “marketable stock,” a Redeeming U.S. Holder may avoid the adverse PFIC tax consequences discussed above if
such Redeeming U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) our Class A ordinary
shares, makes a mark-to-market election with respect to such Class A ordinary shares for such taxable year. Such Redeeming U.S. Holder
generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A
ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. The Redeeming U.S. Holder also will
recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A ordinary shares over the fair market
value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included
income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its Class A ordinary shares will be
adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A
ordinary shares will be treated as ordinary income. A U.S. Holder may not make a mark-to-market election with respect to its public warrants.
The mark-to-market election is available only for “marketable
stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq,
or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate
and sound fair market value. Redeeming U.S. Holders should consult their tax advisor regarding the availability and tax consequences of
a mark-to-market election in respect to our Class A ordinary shares under their particular circumstances.
The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our
Class A ordinary shares and public warrants should consult their own tax advisors concerning the application of the PFIC rules to
our securities, and to any Election, under their particular circumstances.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial
ownership of our ordinary shares as of February 13, 2023 held by:
|
· |
each person known by Corner Growth 2 to be the beneficial owner of more than 5% of any class of Corner Growth 2’s outstanding ordinary shares; |
|
· |
each of Corner Growth 2’s executive officers and directors; |
|
· |
all Corner Growth 2’s executive officers, directors and director nominees as a group; |
As of the record date, there were a total of 7,929,435 ordinary shares
outstanding. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect
to all ordinary shares beneficially owned by them.
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares(2) | | |
| |
Name of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Approximate Percentage of Outstanding Ordinary Shares | |
CGA Sponsor 2, LLC (our Sponsor)(3) | |
| - | | |
| - | | |
| 4,475,000 | | |
| 96.76 | % | |
| 56.44 | % |
John Cadeddu(3) | |
| - | | |
| - | | |
| 4,475,000 | | |
| 96.76 | % | |
| 56.44 | % |
Marvin Tien(3) | |
| - | | |
| - | | |
| 4,475,000 | | |
| 96.76 | % | |
| 56.44 | % |
Alexandre Balkanski | |
| - | | |
| - | | |
| 50,000 | | |
| * | | |
| * | |
John Mulkey | |
| - | | |
| - | | |
| 50,000 | | |
| * | | |
| * | |
Jason Park | |
| - | | |
| - | | |
| 50,000 | | |
| * | | |
| * | |
Jane Batzofin | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Jerry Letter | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
David Kutcher | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Kevin Tanaka | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
All executive officers, directors and director nominees as a group (9 individuals) | |
| - | | |
| - | | |
| 4,625,000 | | |
| 100 | % | |
| 58.33 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Feis Equities LLC(4) | |
| 252,161 | | |
| 7.63 | % | |
| - | | |
| - | | |
| 3.18 | % |
Polar Asset Management Partners Inc.(5) | |
| 999,999 | | |
| 30.26 | % | |
| - | | |
| - | | |
| 12.61 | % |
Radcliffe Capital Management, L.P.(6) | |
| 375,535 | | |
| 11.36 | % | |
| - | | |
| - | | |
| 4.74 | % |
Taconic Capital Advisors L.P.(7) | |
| 905,162 | | |
| 27.39 | % | |
| - | | |
| - | | |
| 11.42 | % |
|
(1) |
Unless otherwise noted, the business address of each of our shareholders is 251 Lytton Avenue, Suite 200 Palo Alto, California 94301. |
|
(2) |
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof pursuant to the terms of our amended and restated memorandum and articles of incorporation. |
|
(3) |
CGA Sponsor 2, LLC is wholly-owned by John Cadeddu and Marvin Tien. The shares above are held directly by our Sponsor. John Cadeddu and Marvin Tien control the Sponsor and, as such, share voting and investment discretion with respect to the shares held by the Sponsor and may be deemed to have shared beneficial ownership of the reported securities. |
|
(4) |
Includes Class A ordinary shares beneficially held by Feis Equities LLC (“Feis LLC”), an Illionis limited liability company, and Lawrence M. Feis (“Mr. Feis”) based solely on the Schedule 13G jointly filed by Feis LLC and Mr. Feis with the SEC on January 18, 2023. Each of Feiss LLC and Mr. Feis may be deemed to beneficially own 252,161 Class A ordinary shares, but each disclaims beneficial ownership to such shares except to the extent of its applicable pecuniary interests thereto. The business address of each of Feis LLC and Mr. Feis is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606. |
|
(5) |
Includes Class A ordinary shares beneficially held by Polar Asset Management Partners Inc. (“Polar”), a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”), based solely on the Schedule 13G/A filed by Polar with the SEC on February 13, 2023. Polar disclaims beneficial ownership of the 999,000 Class A ordinary shares, which are held directly by PMSMF, except to the extent of its applicable pecuniary interest thereto. The business address of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
|
|
|
|
(6) |
Based Solely on the Schedule 13G filed with the SEC on February 14, 2023, Radcliffe Capital Management, L.P., a Delaware limited partnership, RGC Management, LLC, a Delaware limited liability company, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P., a Cayman Islands limited partnership, and Radcliffe SPAC GP, LLC, a Delaware limited liability company (together, “Radcliffe”), the address of each is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004. |
|
|
|
|
(7) |
Based solely on the Schedule 13G filed with the SEC on February 10, 2023, includes Class A ordinary shares beneficially held by Taconic Capital Advisors L.P. (“Taconic Advisors LP”), a Delaware limited partnership, which serves as the investment manager to each of Taconic Opportunity Master Fund L.P. (“Taconic Opportunity Fund”) and Taconic Master Fund 1.5 L.P. (“Taconic Event Fund,” and together with Taconic Opportunity Fund, the “Taconic Funds”). Taconic Advisors LP has entered into a sub-advisory agreement with Taconic Capital Advisors UK LLP (“Taconic Advisors UK”) pursuant to which Taconic Advisors UK serves as a subadvisor to Taconic Advisors LP in respect of each of the Taconic Funds. Taconic Advisors LP is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK. Accordingly, Taconic Advisors LP and Taconic Advisors UK may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds. Taconic Capital Performance Partners LLC (“Taconic Partners”) serves as the general partner to Taconic Advisors LP. Taconic Associates LLC (“Taconic Associates”) serves as the general partner to Taconic Opportunity Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Opportunity Fund. Taconic Capital Partners LLC (“Taconic Capital”) serves as the general partner to Taconic Event Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Event Fund. Frank P. Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners, Taconic Associates and Taconic Capital. In such capacities, Mr. Brosens may be deemed a beneficial owner of the 905,162 Class A ordinary shares held for the accounts of the Taconic Funds. The business address for each of Taconic Advisors LP, Taconic Associates, Taconic Partners, Taconic Capital and Mr. Brosens is c/o Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor, New York, NY 10017. The business address of Taconic Advisors UK is 55 Grosvenor Street, 4th Floor, London, W1K 3HY, UK. |
SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE
2023 ANNUAL MEETING
If the Extension Proposal is approved, we anticipate that the 2023
annual general meeting will be held no later than December 31, 2023. Any shareholder seeking to bring a proposal before the annual
general meeting or to nominate a candidate for election to the Board must submit such proposal or nomination in writing and comply with
the requirements of Rule 14a-8 of the Exchange Act and our Articles. Such proposals must have been received by us at our offices
at 251 Lytton Avenue, Suite 200, Palo Alto, California 94301, at a reasonable time before we begin to print and send our proxy materials
for our 2023 annual general meeting, which deadline will be disclosed prior to such in one of our SEC filings.
If the Extension Proposal is not approved, there will be no annual
general meeting in 2023.
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single
copy of this Proxy Statement to any household at which two or more shareholders reside if we believe the shareholders are members of the
same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household
and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address
this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with
another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders
should follow these instructions:
|
· |
if the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 251 Lytton Avenue, Suite 200, Palo Alto, California 94301, to inform us of the shareholder’s request; or |
|
· |
if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC
as required by the Exchange Act. You can read our SEC filings, including this Proxy Statement, at the SEC’s website at http://www.sec.gov.
Those filings are also available free of charge to the public on, or accessible through, our corporate website at https://www.schealthcorp.com.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this Proxy Statement.
If you would like additional copies of this Proxy Statement or if you
have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact our proxy solicitation agent
at the following address and telephone number:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South
Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokerages, please call (203) 658-9400
Email: TRON.info@investor.morrowsodali.com
You may also obtain these documents by requesting them in writing from
us by addressing such request to our Secretary at 251 Lytton Avenue, Suite 200, Palo Alto, California 94301.
If you are a shareholder of the Company and would like to request
documents, please do so by March 8, 2023, in order to receive them before the Extraordinary General Meeting. If you request any documents
from us, we will mail them to you by first class mail, or another equally prompt means.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CORNER GROWTH ACQUISITION CORP. 2
RESOLVED, as a special resolution, that:
i) Article 49.7 of the Articles of Association of the
Company be deleted and replaced as follows:
“In the event that the Company does not consummate a
Business Combination within 33 months from the consummation of the IPO, or such earlier time as may be determined by the Directors, or such later time as the Members may approve by special resolution,
the Company shall:
(a) cease all operations except for
the purpose of winding up;
(b) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
(less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue,
which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions,
if any); and
(c) as promptly as reasonably possible following such
redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case
to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
ii) Article 49.8 of the Articles of Association of the
Company be deleted and replaced as follows:
“In the event that any amendment
is made to this Article:
(a) that would modify the substance
or timing of the Company’s obligation to:
(i) provide for the redemption of
the Public Shares in connection with a Business Combination; or
(ii) redeem 100 per cent of the Public Shares if the Company
has not completed a Business Combination within 33 months from the closing of the IPO, or such earlier time as may be determined by the Directors, or such later time as the Members may approve by
special resolution; or
(b) with respect to any other provision relating to
the rights of holders of the Class A Shares; each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director
shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account (which interest shall be net of taxes paid or payable) and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is
subject to the Redemption Limitation.”
iii) Article 49.10 of the Articles of Association of
the Company be deleted and replaced as follows:
“After the issue of Public Shares, and prior to the consummation
of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof
to:
(a) receive funds from the Trust Account;
or
(b) vote as a class with the Public
Shares:
(i) on the Company’s initial Business Combination
or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or
(ii) to approve an amendment to the Memorandum or the
Articles to (x) extend the time the Company has to consummate a business combination beyond thirty-three (33) months from the closing
of the IPO or (y) amend this Article 49.10.”
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