Exhibit (a)(5)(i)
For Immediate Release
Corner Growth Acquisition Corp. 2 Announces Fixed Price Tender Offer
• Announces launch of a fixed price tender offer to purchase and redeem its Class A Ordinary Shares at a purchase price of $10.21
PALO ALTO, Calif., October 21, 2022 — Corner Growth Acquisition Corp. 2 (NASDAQ: TRONU, TRON, TRONW) (“Corner Growth” or the “Company”) today launched a fixed price tender offer (the “Tender Offer”) to purchase and redeem its Class A Ordinary Shares (the “Shares”) at a purchase price of $10.21 per share. On October 20, 2022, the closing price of the Shares was $10.14 per share. The tender offer commenced today and is expected to expire at 5:00 p.m., New York City Time, on December 5, 2022, unless the offer is extended.
As of June 30, 2022, the $74,440,624 remaining in the Company’s trust account (the “Trust Account”) after redemptions were processed in connection with Extension Proposal described below remained invested 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended.
As further described below, the Company’s sponsor, CGA Sponsor 2, LLC (the “Sponsor”) has made monthly payments of $0.033 per Class A Ordinary Share from June 21, 2022 through September 21, 2022 to the Trust Account as set forth in the Company’s Form 8-K filed on June 14, 2022.
The Sponsor may elect to make additional contributions to the Trust Account in the future for those shareholders who do not redeem in connection with this Tender Offer. If the Sponsor decides to make any further contributions, such amount and the time period during which the Sponsor will make such contributions will be announced by press release prior to the close of the Tender Offer.
Background and Summary of the Tender Offer
The Company completed its IPO on June 21, 2021. At that time, its Articles of Association provided that the time by which the Company must either consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities or otherwise liquidate the amount in trust was June 21, 2022 (the “Original Termination Date”). On June 16, 2022, the Company’s shareholders approved an extension proposal (the “Extension Proposal”) which extended the Original Termination Date to July 21, 2022 (the “Extended Date”) and authorized the Company, without another shareholder vote, to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after the Extended Date, for a total of up to nine months to March 21, 2023, unless the closing of a business combination shall have occurred. In connection with the Extension Proposal, the Company announced on June 10, 2022, that its Sponsor agreed to deposit into the trust account an aggregate of $0.033 per share for each month of the Extension period up and until October 21, 2022, resulting in a maximum contribution of $0.132 per share of the Shares that was not redeemed in connection with the Extension Proposal. The Company further announced that in the event it further extends the Extended Date beyond October 21, 2022 in accordance with the Extension Proposal, the holders of the Shares who do not redeem their shares in connection with the Extension Proposal will be provided with the opportunity to redeem their shares on or about October 21, 2022.
Under the terms of the tender offer, stockholders who tender their shares will receive a fixed price of $10.21 for each share. The Tender Offer is not conditioned on the tender of any minimum number of the Shares. The Tender Offer is, however, subject to the following conditions: (i) the amount of the Company’s net tangible assets shall not be less than $5,000,001 after accounting for the purchase of shares tendered in this Tender 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).
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. This press release is not a recommendation to buy or sell Shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell