Name
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Title
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John Cadeddu | | | Co-Chairman and Director | |
Marvin Tien | | |
Co-Chairman, Chief Executive Officer and Director
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Alexandre Balkanski | | | Director | |
John Mulkey | | | Director | |
Jason Park | | | Director | |
Jane Batzofin | | | President | |
Jerome “Jerry” Letter | | |
Chief Financial Officer and Chief Operating Officer
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|
David Kutcher | | | Chief Investment Officer | |
Kevin Tanaka | | | Director of Corporate Development | |
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This Redemption Offer (as defined below) will expire at 5:00 p.m., New York City Time, on December 5, 2022, unless extended or earlier terminated (such date and time, as they may be extended, the “Expiration Time”). Tendered Class A Ordinary Shares may be withdrawn in accordance with the terms of the offer at any time at or prior to the Expiration Time.
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The Offeror
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| | Corner Growth Acquisition Corp. 2, a Cayman Islands exempted company. | |
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Subject Securities
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| | All outstanding Class A Ordinary Shares. | |
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Terms of the Redemption Offer
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| | Purchase at a price of $10.21 per Class A Ordinary Share, net to the seller in cash and without interest. Payments made to holders of shares Class A Ordinary Shares pursuant to the Redemption Offer will be rounded down to the nearest whole cent. | |
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Source and Amount of Funds
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| | We will use funds on deposit in the Trust Account to purchase the Class A Ordinary Shares redeemed pursuant to this Redemption Offer. | |
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Expiration Time
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| | The Redemption Offer will expire at 5:00 p.m., New York City time, on December 5, 2022, unless, and as, extended or earlier terminated. | |
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Extension, Amendment and Termination of the Redemption Offer
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| | We reserve the right to extend or amend the Redemption Offer. If we extend the Redemption Offer, we will delay the acceptance of any Class A Ordinary Shares that have been tendered. We will issue a press release by 9:00 a.m., New York City time, on the business day after the scheduled Expiration Time if we decide to extend the Redemption Offer. We will announce any amendment to the Redemption Offer by making a public announcement of the amendment through Business Wire or another comparable service. We reserve the right to terminate the Redemption Offer under certain circumstances. We anticipate extending the Redemption Offer as necessary to address any SEC comments on this Offer to Redeem or related materials filed in connection with the Redemption Offer. See “The Redemption Offer — Extension, Termination and Amendment of the Redemption Offer” beginning on page 16. | |
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Purpose of the Redemption Offer
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| | In connection with our Extension Proposal, we promised our Public Shareholders that we would offer to redeem their Class A Ordinary Shares if we extended the Termination Date beyond October 21, 2022. To fulfill that promise, we are launching this Redemption Offer in which we offer to purchase and redeem for cash all outstanding shares of our Class A Ordinary Shares at the Redemption Price, upon the terms and subject to the conditions set forth in this Offer to Redeem. | |
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Conditions to the Redemption Offer
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The Redemption Offer is not conditioned on the tender of any minimum number of Class A Ordinary Shares and is not subject to any financing condition. The Redemption Offer is, however, subject to the following conditions: (i) the amount of funds in the Company’s Trust Account shall not be below $5,000,001 after accounting for the purchase of shares tendered in this Redemption Offer (which may not be waived by the Company); and (ii) other customary conditions (which may be waived by the Company in its sole and absolute discretion).
If any of the Closing Conditions are not satisfied or waived prior to the Expiration Time, the Company reserves the right to terminate the Redemption Offer or extend it until such conditions are satisfied or waived (subject to applicable law). If we terminate the Redemption Offer, we will NOT purchase any Class A Ordinary Shares pursuant to the Redemption Offer and we will not consummate any of the transactions described herein or any other initial business combination unless we otherwise provide you with the opportunity to redeem your shares in accordance with our Articles of Association. See “The Redemption Offer — Conditions of the Redemption Offer” beginning on page 18.
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Procedures for Tendering
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To tender your Class A Ordinary Shares prior to the expiration of the Redemption Offer, you must (i) electronically transmit your acceptance of the Redemption Offer through ATOP, which is maintained by the Depository Trust Company (“DTC”), and by which you will agree to be bound by the terms and conditions set forth in this Offer to Redeem, or (ii) deliver to the Depositary a duly executed Redemption Offer Letter of Transmittal.
A tender will be deemed to be received after you have expressly agreed to be bound by the terms of the Redemption Offer, which is accomplished by (i) the transmittal of an agent’s message to the Depositary by DTC in accordance with its ATOP procedures, or (ii) by delivery to the Depositary of a duly executed Redemption Offer Letter of Transmittal. You should contact the Information Agent for assistance at the contact information listed on the last page of this Offer to Redeem. Please note that we will not redeem your Class A Ordinary Shares in the Redemption Offer unless the Depositary receives the required confirmation prior to the Expiration Time. If a broker, dealer, commercial bank, trust company or other nominee holds your Class A Ordinary Shares, it is likely that it has an earlier deadline for you to act to instruct it to
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accept the Redemption Offer on your behalf. We recommend that you contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline.
We will not accept any alternative, conditional or contingent tenders. No fractional Class A Ordinary Shares may be tendered or accepted for payment.
There are no guaranteed delivery procedures available with respect to the Redemption Offer under the terms of this Offer to Redeem or any related materials. Holders must tender their Class A Ordinary Shares in accordance with the procedures set forth in this Offer to Redeem. See “The Redemption Offer — Procedures for Tendering Class A Ordinary Shares” beginning on page 19.
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Withdrawal Rights
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| | You may withdraw any Class A Ordinary Shares you have tendered at any time before the Expiration Time (and provided you have notified your broker, dealer, commercial bank, trust company or other nominee in advance of their applicable deadline). We cannot assure you that we will extend the Redemption Offer or, if we do, of the length of any extension we may provide. See “The Redemption Offer — Withdrawal Rights” beginning on page 22. | |
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Withdrawal Procedure
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| | You (or your broker, dealer, commercial bank, trust company or other nominee) must deliver, on a timely basis prior to the Expiration Time, which is at 5:00 p.m., New York City time, on December 5, 2022 (unless we extend it), a written notice of your withdrawal to the Depositary at the address appearing on the last page of this Offer to Redeem. Your notice of withdrawal must (i) specify the name of the participant for whose account such Class A Ordinary Shares were tendered and such participant’s account number at DTC to be credited with the withdrawn Class A Ordinary Shares, (ii) contain the title and number of Class A Ordinary Shares to be withdrawn and (iii) be signed by such participant in the same manner as the participant’s name is listed on the applicable “agent’s message” or Redemption Offer Letter of Transmittal. If you hold your Class A Ordinary Shares through a broker, dealer, commercial bank, trust company or other nominee please speak to them regarding the applicable withdrawal procedures and deadlines. See “The Redemption Offer — Withdrawal Rights” beginning on page 22. | |
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Market Prices of Class A Ordinary Shares
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| | If you tender your Class A Ordinary Shares in this Redemption Offer at a time when the bid price per share for the shares on the Nasdaq is higher than the Redemption Price we are offering in this Redemption Offer, you would receive less than if you simply sold your shares on the Nasdaq at the | |
1.
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Q.:
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Who is offering to purchase the securities? |
2.
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Q:
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What securities are being sought in the Redemption Offer? |
3.
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Q:
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What are the terms of the Redemption Offer? |
4.
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Q:
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What will be the Redemption Price for each share of Class A Ordinary Shares and what will be the form of payment? |
5.
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Q:
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Has the Company or the Board of Directors adopted a position on the Redemption Offer? |
6.
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Q:
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Can our Sponsor, directors and officers redeem any Class A Ordinary Shares held by them in the Redemption Offer? |
7.
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Q:
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How will the Company fund the payment of any Class A Ordinary Shares validly tendered in this Redemption Offer? |
8.
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Q:
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How long do I have to tender my Class A Ordinary Shares? |
9.
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Q:
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Can the Redemption Offer be extended, terminated or amended and, if so, under what circumstances? |
11.
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Q:
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Why are we making the Redemption Offer? |
12.
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Q:
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What will happen if I do not tender my Class A Ordinary Shares? |
13.
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Q:
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Is the Redemption Offer subject to any conditions? Is there a minimum number of Class A Ordinary Shares that must be tendered? |
14.
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Q:
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Can I tender Public Warrants in the Redemption Offer? |
15.
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Q:
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How do I tender Class A Ordinary Shares? |
16.
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Q:
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May I withdraw my Class A Ordinary Shares from the Redemption Offer after my initial tender? How do I do so? |
17.
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Q:
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How do I properly withdraw Class A Ordinary Shares previously tendered? |
19.
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Q:
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What is the Redemption Price of Class A Ordinary Shares compared to the market price? |
20.
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Q:
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If I object to the price being offered for my Class A Ordinary Shares, will I have appraisal rights? |
21.
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Q:
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When will the Company pay for the Class A Ordinary Shares I tender that are accepted for purchase and redemption? |
22.
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Q:
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Will I have to pay brokerage fees and commissions if I tender my Class A Ordinary Shares? |
23.
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Q:
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What are the U.S. federal income tax consequences of participating in the Redemption Offer for U.S. Holders of Class A Ordinary Shares? |
24.
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Q:
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Whom do I contact if I have questions about the Redemption Offer? |
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Quarter Ended
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High
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Low
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2022 | | | | | | | | | | | | | |
September 30
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| | | $ | 10.29 | | | | | $ | 10.01 | | |
June 30
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| | | $ | 10.50 | | | | | $ | 9.95 | | |
March 31
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| | | $ | 10.33 | | | | | $ | 9.78 | | |
2021 | | | | | | | | | | | | | |
December 31
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| | | $ | 11.42 | | | | | $ | 9.73 | | |
September 30(1) | | | | $ | 10.09 | | | | | $ | 9.80 | | |
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Class B Ordinary Shares
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Class A Ordinary Shares
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Name of Beneficial Owner(1)
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Number of
Shares Beneficially Owned |
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Approximate
Percentage of Class |
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Number of
Shares Beneficially Owned |
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Approximate
Percentage of Class |
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Approximate
Percentage of Voting Control |
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CGA Sponsor 2, LLC (our Sponsor)(2)(3)
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| | | | 4,475,000 | | | | | | 96.8% | | | | | | — | | | | | | — | | | | | | 37% | | |
John Cadeddu(2)(3)
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| | | | 4,475,000 | | | | | | 96.8% | | | | | | — | | | | | | — | | | | | | 37% | | |
Marvin Tien(2)(3)
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| | | | 4,475,000 | | | | | | 96.8% | | | | | | — | | | | | | — | | | | | | 37% | | |
Jane Batzofin
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jerry Letter
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Kutcher
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Tanaka
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alexandre Balkanski
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| | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
John Mulkey
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| | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Jason Park
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| | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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THE REDEMPTION OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED.
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If delivering by hand, express mail, courier
or other expedited service: |
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By mail:
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Continental Stock Transfer & Trust Company
Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004 |
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Continental Stock Transfer & Trust Company
Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004 |
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) |
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| | To be completed ONLY if the check for the Redemption Price of Class A Ordinary Shares accepted for redemption and Share Certificates not tendered or not accepted for redemption are to be issued in the name of someone other than the undersigned. | | |
| | Name | | |
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(Please print)
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| | Address | | |
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(Including Zip Code)
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(Taxpayer Identification or Social Security No.)
(Also Complete IRS Form W-9 Included Herein) |
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) |
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| | To be completed ONLY if the check for the Redemption Price of Class A Ordinary Shares accepted for redemption and Share Certificates not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above. | | |
| | Name | | |
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(Please print)
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| | Address | | |
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(Including Zip Code)
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IMPORTANT
SHAREHOLDER: SIGN HERE (PLEASE COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS REDEMPTION LETTER OF TRANSMITTAL OR AN APPLICABLE IRS FORM W-8) |
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Signature(s) of Holder(s) of Class A Ordinary Shares
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| | Dated: | | |
| | Name(s) | | |
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(Please Print)
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| | Capacity (full title) (See Instruction 5) | | |
| | Address | | |
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(Include Zip Code)
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| | Area Code and Telephone No. | | |
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Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-
in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. |
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTIONS 1 AND 5) |
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If delivering by hand, express mail, courier
or other expedited service: |
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By mail:
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Continental Stock Transfer & Trust Company
Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004 |
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Continental Stock Transfer & Trust Company
Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004 |
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THE REDEMPTION OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2022, UNLESS THE REDEMPTION OFFER IS EXTENDED OR TERMINATED.
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THE REDEMPTION OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON DECEMBER 5, 2022, UNLESS THE REDEMPTION OFFER IS EXTENDED OR TERMINATED. |
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| | Dated: | | |
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(Signature(s))
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(Please Print Name(s))
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(Include Zip Code)
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Exhibit 107
Calculation of Filing Fee Tables
Schedule TO-T
(Rule 14d-100)
CORNER GROWTH ACQUISITION CORP. 2
(Name of Subject Company)
CORNER GROWTH ACQUISITION CORP. 2
(Names of Filing Persons)
Table 1-Transaction Valuation
Transaction Valuation* | Fee rate | Amount of Filing Fee** | ||||||||||
Fees to Be Paid | $ | 75,617,966 | 0.00011020 | $ | 8,333.10 | |||||||
Fees Previously Paid | $ | 0 | $ | 0 | ||||||||
Total Transaction Valuation | $ | 75,617,966 | ||||||||||
Total Fees Due for Filing | $ | 8,333.10 | ||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||
Total Fee Offsets | $ | 0 | ||||||||||
Net Fee Due | $ | 8,333.10 |
* | Calculated solely for purposes of determining the filing fee. As described herein and subject to the terms and conditions set forth herein, due to the Maximum Redemption Condition (as defined herein), the transaction value was determined by multiplying (i) 7,406,265 shares of Class A Ordinary Shares, par value $0.0001 per share, of the Company (as defined herein) issued and outstanding as of June 30, 2022 and (ii) $10.21 per share, which is the pro rata portion of the amount in the Trust Account (as defined herein). |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2023 beginning on October 1, 2022, issued August 26, 2022, by multiplying the transaction value by 0.00011020. |