Corner Growth Acquisition Corp - Ordinary Shares (COOL) 8-KAmendments to Articles of Incorporation or Bylaws

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): June 22, 2023

CORNER GROWTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 June 15, 2023, Corner Growth Acquisition Corp. (the “Company”) held an Extraordinary General Meeting, which was adjourned and reconvened on June 20, 2023 (the “Extraordinary General Meeting”), and in connection therewith, on June 21, 2023, the Company filed with the Registrar of Companies of the Cayman Islands (“Registrar”) an amendment (the “Amendment”) to its Amended and Restated Memorandum and Articles of Association (the “Articles”) to: (i) extend the date that the Company has to consummate a business combination from June 21, 2023 to March 20, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors (the “Board”); (ii) eliminate from the Articles the limitation that the Company shall not redeem Class A Ordinary Shares included as part of the units sold in the IPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001; and (iii) provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.

The foregoing description of the Amendment is qualified in its entirety by the full text of the 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, holders of 10,476,175 of the Company’s ordinary shares, which represents approximately 93.6% of the ordinary shares issued and outstanding and entitled to vote as of the record date of May 19, 2023, were represented in person or by proxy.

At the Extraordinary General Meeting, the shareholders approved (i) a special resolution to amend the Company’s Articles to extend the date that the Company has to consummate a business combination from June 21, 2023 to the Extended Date or such earlier date as shall be determined by the Board (the “Extension Proposal”), (ii) a special resolution to amend the Company’s Articles to eliminate from the Articles the limitation that the Company shall not redeem Class A Ordinary Shares included as part of the units sold in the IPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”), and (iii) a special resolution to amend the Company’s Articles to provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of the Class B Ordinary Shares (the “Founder Conversion Amendment Proposal”).

Approval of Proposal 1—Extension Proposal

Approval of Proposal 2—Redemption Limitation Amendment Proposal

Approval of Proposal 3—Founder Conversion Amendment Proposal

In connection with the vote to approve the Extension Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, the holders of 771,499 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.48 per share, for an aggregate redemption amount of approximately $8,085,078. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $4,400,824.

Under Cayman Islands law, the amendment to the Articles took effect upon approval of each proposal. Accordingly, the Company now has until March 20, 2024 to consummate its initial business combination.

Item 8.01. Other Events.

On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, CGA Sponsor, LLC (the “Sponsor”), the holder of an aggregate of 9,825,001 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B Ordinary Shares held by it on a one-for-one basis into Class A Ordinary Shares of the Company, with immediate effect. Following such conversion, Sponsor will hold 9,825,000 shares of Class A Ordinary Shares and 1 share of Class B Ordinary Shares and the Company will have an aggregate of 10,244,938 shares of Class A Ordinary Shares issued and outstanding and 175,000 shares of Class B Ordinary Shares issued and outstanding. In connection with the conversion, the Sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination.

Item 9.01. Financial Statements and Exhibits. 

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: June 22, 2023