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

 

 

 

SCHEDULE TO

(Amendment No. 4) 

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.

 

x issuer 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. 4 (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, as further amended by Amendment No. 2 to Schedule TO filed by the Company with the SEC on December 6, 2022, and as further amended by Amendment No. 3 to Schedule TO filed by the Company with the SEC on December 16, 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 23, 2022 there was approximately $76,123,730.67 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 3:00 p.m., Eastern time, on Tuesday, December 27, 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. 4 is being filed to amend and supplement the Schedule TO by extending the Expiration Time for the Redemption Offer from 5:00 p.m., Eastern time, on December 30, 2022 to 5:00 p.m., Eastern time, on January 6, 2023. 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. 4 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)(iv)   Press Release announcing additional contributions to Trust Account and extension of the Redemption Offer, dated December 27, 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 28, 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.
(a)(5)(iv)# Press Release announcing additional contributions to Trust Account and extension of the Redemption Offer, dated December 27, 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.

**** Previously filed with Amendment No. 3 to the Schedule TO on December 16, 2022.

# Filed herewith.

 

 

 

 

 

 

Exhibit (a)(5)(iv)

 

For Immediate Release

 

Corner Growth Acquisition Corp. 2 Announces Plan to Make Additional Contributions to Trust Account and Extension of Expiration Time of Tender Offer for its Class A Ordinary Shares

 

Additional monthly contributions of $0.06 per month per share to the trust account on January 9, 2023, February 9, 2023 and March 9, 2023

 

PALO ALTO, Calif., December 27, 2022 – Corner Growth Acquisition Corp. 2 (NASDAQ: TRONU, TRON, TRONW) (“Corner Growth” or the "Company"), a Cayman Islands domiciled special purpose acquisition company, announced today that the Company and CGA Sponsor 2, LLC or its designee will deposit into the trust account an aggregate of $0.06 per share for each month (the “Monthly Contributions”) beginning on (or prior to) January 9, 2023 and continuing on the ninth day of each month up and until March 9, 2023, resulting in a maximum contribution of $0.18 per share of Class A Ordinary Shares that is not tendered in connection with the Company’s ongoing tender offer (the “Tender Offer”). As of December 23, 2022 there was approximately $76,123,730.67 in Corner Growth's trust account, or approximately $10.28 per share, which has been and will continue to be, invested in money market funds meeting conditions under Rule 2a-7 of the Investment Company Act.

 

Background of the Tender Offer, Trust Contribution and Expiration

 

The Tender Offer was announced on October 21, 2022, and is subject to the condition that, amongst other things, 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 (the “Maximum Redemption Condition”) (which may not be waived by the Company). The Tender Offer was extended on December 6, 2022 and again on December 16, 2022 because the Maximum Redemption Condition was not met.

 

This additional contribution to the trust account will be funded as follows: on (or prior to) January 9, 2023, and on or prior to the ninth day of each month thereafter through March 9, 2023, the Company or CGA Sponsor 2, LLC or its designee will deposit into the trust account an amount equal to $0.06 per share of Class A Ordinary Shares not tendered in connection with the Tender Offer.

 

The Company further announced that it has extended the Expiration Time of its previously announced Tender Offer to purchase and redeem its Class A Ordinary Shares at a purchase price of $10.21 per share. As amended, the Tender Offer will now expire at 5:00 p.m., New York City time, on Friday, January 6, 2023, 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).

 

Continental Stock Transfer & Trust Company, the depositary for the Tender Offer, has advised Corner Growth that, as of 3:00 p.m., New York City time, on Tuesday, December 27, 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.

 

 

 

 

About Corner Growth Acquisition Corp. 2

 

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 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, the Company’s commitment to funding the Monthly Contributions. 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.

 

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

 

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