Item 8.01. Other Events.
Additional Contribution
On March 13, 2023, the Company
reaffirmed its intention to support the proposal (the “Extension Proposal”) to amend the Company’s amended and restated
memorandum and articles of association , 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 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 “Amended Termination Date”). The Extension Proposal
will be voted on by shareholders at the extraordinary general meeting on March 15, 2023 (the “Special Meeting”) and is described
in further detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the
U.S. Securities and Exchange Commission (“SEC”) on March 2, 2023.
In order to support this proposal,
the Company and CGA Sponsor 2, LLC (the “Sponsor”) have agreed that, if the Extension is approved, they will deposit into
the trust account an amount equal to the lesser of (i) $0.04 per share or (ii) $65,000.00 for each month (the “Monthly Contribution”)
of the Extension period up and until February 21, 2024, resulting in a maximum contribution of $0.48 per share of Class A Ordinary Shares
that is not redeemed in connection with the Special Meeting (the “Maximum Contribution”, and the period from March 21, 2023
to March 21, 2024 the “Guaranteed Payment Period”), subject to the Company’s and the Sponsor’s right to stop making
said Monthly Contributions as described below.
This contribution will be
funded as follows: on (or prior to) March 21, 2023, and on or prior to the 21st of each month thereafter through February 21, 2024, the
Company or the Sponsor will deposit into the trust account an amount equal to the lesser of (i) $0.04 per share of Class A Ordinary Shares
not redeemed in connection with the Special Meeting or (ii) $65,000.00; provided that, no such deposits will be made following the completion
of any business combination.
The per-share pro rata portion
of the trust account on February 13, 2023 was approximately $10.50. If the Extension is approved and the Company contributes the Maximum
Contribution, an additional $0.48 will be added to the per-share redemption amount. No contribution will occur if the Extension Proposal
is not approved, and the Company and the Sponsor will not make the monthly contributions into the trust account if the Extension is not
completed for any reason. In the event the Extension is approved and the Company or the Sponsor elects to stop funding the Monthly Contribution,
which either may do in its sole discretion, all then outstanding holders of the Class A Ordinary Shares not redeemed in connection with
the Special Meeting will be given an opportunity to redeem their shares at that time, and any shareholder that redeems their shares in
such an event will receive a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including
interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.
Sponsor Conversion
On March 10, 2023, pursuant
to the terms of the amended and restated memorandum and articles of association of the Company, the Sponsor, the holder of an aggregate
of 4,475,000 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share, elected to convert 4,475,000 shares of
the Class B Ordinary Shares held by it on a one-for-one basis into Class A Ordinary Shares of the Company, with immediate effect. Following
such conversion, the Company will have an aggregate of 7,779,435 shares of Class A Ordinary Shares issued and outstanding and 150,000
shares of Class B Ordinary Shares issued and outstanding. In connection with the conversion, the Sponsor has agreed to certain transfer
restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote
in favor of an initial business combination. Since the conversion occurred after the record date of the Special Meeting, there has
been no impact to the votes required to approve the proposals or the counting of the votes at the Special Meeting as a result of the conversion.
Participants in the Solicitation
The Company and its directors
and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to
proposals voted on at the Special Meeting. A list of the names of those directors and executive officers and a description of their interests
in the Company is available in the Company’s Proxy Statement, filed with the SEC on March 2, 2023, and will be contained in the
Registration Statement for the Business Combination, when available, each of which will be available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to Corner Growth Acquisition Corp. 2, 251 Lytton Avenue, Suite 200, Palo Alto, California
94301.
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, Company’s and the Sponsor’s commitment
to funding the Monthly Contributions, the Company’s expectations with respect to future performance and anticipated financial impacts
of the non-binding letter of intent that it has entered into with a differentiated food tech platform for an initial business combination.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions
investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not
undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business
combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
The Company urges
investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about the Company and the proposals. Shareholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the
Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902,
TRON.info@investor.morrowsodali.com.
