UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2023
CORNER GROWTH ACQUISITION CORP. 2
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40510 | 98-1582723 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
| 251 Lytton Avenue, Suite 200 | |
| Palo Alto, California | 94301 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 543-8180
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on | ||
| Class A Ordinary Shares included as part of the units | TRON | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 16, 2023, in connection with the Extraordinary General Meeting (as defined below), Corner Growth Acquisition Corp. 2 (the “Company”) filed with the Registrar of Companies of the Cayman Islands (“Registrar”) an amendment (the “Extension Amendment”) to its Amended and Restated Memorandum and Articles of Association to extend the date that the Company has to consummate a business combination from March 21, 2023 to March 21, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors (the “Board”) (the “Amended Termination Date”). The Company’s shareholders approved the Extension Amendment at the Extraordinary General Meeting on March 15, 2023. Upon approval of the Extension Proposal (as defined below), the time period within which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination was extended to March 21, 2024. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting (the “Extraordinary General Meeting”) of the Company, which was held on March 15, 2023, holders of 6,961,734 of the Company’s ordinary shares, which represents approximately 87.8% of the ordinary shares issued and outstanding and entitled to vote as of the record date of April 21, 2023, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a special resolution (the “Extension Proposal”) to amend the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate a business combination from March 21, 2023 to March 21, 2024, or such earlier date as shall be determined by the Board. The shareholders also approved an ordinary resolution (the “Adjournment Proposal”) to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of the Extension Proposal.
Approval of Proposal 1—Extension Proposal
| Votes For | Votes Against | Abstentions | ||
| 6,961,733 | 1 | 0 |
Approval of Proposal 2—Adjournment Proposal
| Votes For | Votes Against | Abstentions | ||
| 6,950,587 | 11,147 | 0 |
In connection with the vote to approve the Extension Proposal, the holders of 1,444,221 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.59 per share, for an aggregate redemption amount of approximately $15,297,014.42. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $19,703,162.02.
Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Proposal. Accordingly, the Company now has until March 21, 2024 to consummate its initial business combination.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | ||
|
Exhibit |
Description | ||
| 3.1 | Extension Amendment, dated March 15, 2023, to Amended and Restated Certificate of Incorporation of Corner Growth Acquisition Corp. 2. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 20, 2023
| CORNER GROWTH ACQUISITION CORP. 2 | ||
| By: | /s/ Marvin Tien | |
| Name: | Marvin Tien | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CORNER GROWTH ACQUISITION CORP. 2
March 15, 2023
RESOLVED, as a special resolution, that:
i) Article 49.7 of the Articles of Association of the Company be deleted and replaced as follows:
“In the event that the Company does not consummate a Business Combination within 33 months from the consummation of the IPO, or such earlier time as may be determined by the Directors, or such later time as the Members may approve by special resolution, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
ii) Article 49.8 of the Articles of Association of the Company be deleted and replaced as follows:
“In the event that any amendment is made to this Article:
(a) that would modify the substance or timing of the Company’s obligation to:
(i) provide for the redemption of the Public Shares in connection with a Business Combination; or
(ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within 33 months from the closing of the IPO, or such earlier time as may be determined by the Directors, or such later time as the Members may approve by special resolution; or
(b) with respect to any other provision relating to the rights of holders of the Class A Shares; each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
iii) Article 49.10 of the Articles of Association of the Company be deleted and replaced as follows:
“After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with the Public Shares:
(i) on the Company’s initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or
(ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a business combination beyond thirty-three (33) months from the closing of the IPO or (y) amend this Article 49.10.”