UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

 

 

SCHEDULE TO

(Amendment No. 3) 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 

 

 

Corner Growth Acquisition Corp. 2
(Name Of Subject Company (Issuer) And Filing Person (Offeror)) 

 

 

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

G2426E104

(CUSIP Number of Class A Ordinary Shares)

 

 

Marvin Tien
251 Lytton Avenue Suite 200
Palo Alto, California 94301
(650) 543-8180 

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

With a copy to: 

Carl P. Marcellino
Christopher J. Capuzzi
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 596-9000 

 

 

¨Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨third-party tender offer subject to Rule 14d-1.

 

xissuer tender offer subject to Rule 13e-4.

 

¨going-private transaction subject to Rule 13e-3.

 

¨amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

 

 

 

SCHEDULE TO

 

This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) by Corner Growth Acquisition Corp. 2 (the “Company”) on October 21, 2022, as amended by that Amendment No. 1 to Schedule TO filed by the Company with the SEC on October 24, 2022, and as further amended by Amendment No. 2 to Schedule TO filed by the Company with the SEC on December 6, 2022, with respect to the offer by the Company to purchase and redeem all shares of its Class A ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), at a price of $10.21 per share of Class A Ordinary Shares, net to the seller in cash and without interest upon the terms and subject to the conditions set forth in the Offer to Redeem, dated October 21, 2022 (the “Offer to Redeem”) and the accompanying Letter of Transmittal (the “Redemption Offer Letter of Transmittal”) (which together, as they may be amended or supplemented from time to time, constitute the “Redemption Offer”), each of which was filed as an exhibit to the Schedule TO.

 

As set forth in the Offer to Redeem, the Redemption Offer is 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 Redemption Offer (the “Maximum Redemption Condition”), which may not be waived by the Company; and (ii) other customary conditions (collectively, the “Closing 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).

 

As of December 14, 2022 there was approximately $76,054,424 in the Company’s trust account which remains invested in money market funds meeting conditions under Rule 2a-7 of the Investment Company Act.

 

Continental Stock Transfer & Trust Company, the depositary for the Redemption Offer, has advised the Company that, as of 5:00 p.m., Eastern time, on Thursday, December 15, 2022, an aggregate of 7,081,508 Class A Ordinary Shares were properly tendered and not properly withdrawn, resulting in the Maximum Redemption Condition not being satisfied. Accordingly, the Company is extending the Expiration Time in order to permit shareholders to withdraw shares they have previously tendered.

 

This Amendment No. 3 is being filed to amend and supplement the Schedule TO by extending the deadline for the Redemption Offer from 5:00 p.m., Eastern time, on December 15, 2022 to 5:00 p.m. Eastern time, on December 30, 2022. Except as amended or supplemented hereby to the extent specifically provided herein, all terms of the Redemption Offer and all other disclosures set forth in the Schedule TO and the related offering documents remain unchanged. This Amendment No. 3 should be read in conjunction with the Schedule TO and the related offering documents.

 

Item 12. 

 

Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.   Description
(a)(5)(iii)   Press Release announcing extension of the Redemption Offer, dated December 16, 2022

 

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 16, 2022

 

  CORNER GROWTH ACQUISITION CORP. 2
     
  By: /s/ Marvin Tien
  Name:  Marvin Tien
  Title: Chief Executive Officer and Co-Chairman
     

 

 

 

 

EXHIBIT INDEX 

 

​ (a)(1)(i)* ​ ​ Offer to Redeem, dated October 21, 2022. ​
​ (a)(1)(ii)* ​ ​ Form of Redemption Offer Letter of Transmittal (including IRS Form W-9) ​
​ (a)(1)(iii)* ​ ​ Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. ​
​ (a)(1)(iv)* ​ ​ Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. ​
​ (a)(2) ​ ​ Not applicable. ​
​ (a)(3) ​ ​ Not applicable. ​
​ (a)(4) ​ ​ Not applicable. ​
​ (a)(5)(i)** ​ ​ Press Release, dated October 21, 2022. ​
  (a)(5)(ii)***     Press Release announcing extension of the Redemption Offer, dated December 5, 2022.  
  (a)(5)(iii)#     Press Release announcing extension of the Redemption Offer, dated December 16, 2022.  
​ (b) ​ ​ Not applicable. ​
​ (c) ​ ​ Not applicable. ​
​ (d)(i) ​ ​ Registration and Shareholder Rights Agreement among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on June 23, 2021, File No. 001-40510) ​
​ (d)(ii) ​ ​ Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 23, 2021, File No. 001-40510) ​
​ (d)(iii) ​ ​ Administrative Services Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on June 23, 2021, File No. 001-40510). ​
​ (d)(iv) ​ ​ Form of Letter Agreement between the Company, the Sponsor and each director and executive officer of the Registrant (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on March 30, 2021, File No. 333-253747). ​
​ (d)(v) ​ ​ Form of Indemnity Agreement between the Company and each director and executive officer of the Registrant (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on March 30, 2021, File No. 333-253747). ​
​ (d)(vi) ​ ​ Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 23, 2021, File No. 001-40510). ​
​ (d)(vii) ​ ​ Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 23, 2021, File No. 001-40510). ​
​ (d)(viii) ​ ​ Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 23, 2021, File No. 001-40510). ​
​ (d)(ix) ​ ​ Extension Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on June 16, 2022, File No. 001-40510). ​
​ (d)(x) ​ ​ Promissory Note (incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 filed on March 1, 2021). ​
​ (d)(xi) ​ ​ Securities Subscription Agreement (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed on March 1, 2021). ​
​ (g) ​ ​ Not applicable. ​
​ (h) ​ ​ Not applicable. ​
​ 107* ​ ​ Filing Fee Table ​

 

 

 

* Previously filed with the Schedule TO on October 21, 2022.

** Previously filed with Amendment No. 1 to the Schedule TO on October 24, 2022.

*** Previously filed with Amendment No. 2 to the Schedule TO on December 6, 2022.

# Filed herewith.

 

 

 

 

Exhibit (a)(5)(iii)

 

For Immediate Release

 

Corner Growth Acquisition Corp. 2 Announces Extension of Expiration Time of Tender Offer for its Class A Ordinary Shares

 

PALO ALTO, Calif., December 16, 2022 – Corner Growth Acquisition Corp. 2 (NASDAQ: TRONU, TRON, TRONW) (“Corner Growth” or the “Company”) announced that it has extended the Expiration Time of its previously announced tender offer to purchase and redeem its Class A Ordinary Shares (the “Shares”) at a purchase price of $10.21 per share (the “Tender Offer”). As amended, the Tender Offer will now expire at 5:00 p.m., New York City time, on Tuesday, December 30, 2022, unless further extended or earlier terminated.

 

As set forth in the Offer to Redeem, the Tender Offer is 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 Redemption Offer (the “Maximum Redemption Condition”), which may not be waived by the Company; and (ii) other customary conditions (collectively, the “Closing 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 Tender Offer or extend it until such conditions are satisfied or waived (subject to applicable law).

 

As of December 14, 2022 there was approximately $76,054,424 in Corner Growth’s trust account which remains invested in money market funds meeting conditions under Rule 2a-7 of the Investment Company Act.

 

Continental Stock Transfer & Trust Company, the depositary for the Tender Offer, has advised Corner Growth that, as of 5:00 p.m., New York City time, on Thursday, December 15, 2022, an aggregate of 7,081,508 Class A Ordinary Shares were properly tendered and not properly withdrawn, resulting in the Maximum Redemption Condition not being satisfied. Accordingly, the Company is extending the Expiration Time in order to permit shareholders to withdraw shares they have previously tendered. Corner Growth shareholders who have already tendered their ordinary shares do not need to re-tender their shares or take any other action as a result of the extension of the Expiration Time of the Tender Offer. Corner Growth shareholders may withdraw shares they have previously tendered at any time prior to the extended Expiration Time of the Tender Offer.

 

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 Shares or any other securities. A tender offer statement on Schedule TO, including an Offer to Redeem, a Letter of Transmittal and related materials, has been filed with the United States Securities and Exchange Commission (the “SEC”) by Corner Growth. The Tender Offer is only made pursuant to the Offer to Redeem, the Letter of Transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the Offer to Redeem, Letter of Transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Tender Offer. Stockholders will be able to obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Redeem, Letter of Transmittal and other documents that Corner Growth has filed with the SEC at the SEC’s website at www.sec.gov or by calling Morrow Sodali LLC, the information agent for the Tender Offer, at (800) 662-5200 (toll free) for individuals or (203) 658-9400 for banks and brokerages, or via email at TRON.info@investor.morrowsodali.com.

 

About Corner Growth

 

Corner Growth Acquisition Corp. 2 is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

 

 

 

Forward Looking Statements

 

This press release 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 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.

 

Actual results may differ materially from those in forward-looking information as a result of various factors, some of which are beyond the Company’s control, including, but not limited to, those discussed in the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2022, and subsequent SEC filings, including risks related to market conditions, the disruption caused by the COVID-19 pandemic, which has and is expected to continue to materially affect our business, financial condition and results of operations and cash flows for an extended period of time. Due to such risks and uncertainties and other factors, the Company cautions each person receiving such forward-looking information not to place undue reliance on such statements. Further, such forward-looking statements speak only as of the date of this press release and the Company undertakes no obligations to update any forward-looking statement to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

 

Company Contact:

Kevin Tanaka, Director of Corporate Development

Corner Growth Acquisition Corp. 2

kevin@cornercapitalmgmt.com

 

Media Contact:

Brian Ruby, ICR

Brian.ruby@icrinc.com