UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On June 10, 2022, Corner Growth Acquisition Corp. 2 (the “Company”) reaffirmed its intention to support the proposal (the “Extension Proposal”) to amend the Company’s amended and restated memorandum and articles of association , to (i) extend the date by which the Company must either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”) from June 21, 2022 to July 21, 2022 (the “Extension,” and such later date, the “Extended Date”), and (ii) allow the Company, without another shareholder vote, to elect 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, upon two days’ advance notice prior to the applicable deadline, for a total of up to nine months to March 21, 2023, unless the closing of a business combination shall have occurred (the “Additional Extension Date”). The Extension Amendment Proposal will be voted on by shareholders at the upcoming special meeting of shareholders on June 15, 2022 (the “Special Meeting”) and is described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the U.S. Securities and Exchange Commission (“SEC”) on May 31, 2022.
In order to support this proposal, the Company and CGA Sponsor, 2 LLC (the “Sponsor”) have agreed that, if the Extension is approved, they will deposit into the trust account an aggregate of $0.033 per share for each month (the “Monthly Contribution”) of the Extension period up and until October 21, 2022, pro-rated for partial months during the Extension period, resulting in a maximum contribution of $0.132 per share of Class A Ordinary Shares that is not redeemed in connection with the Special Meeting (the “Maximum Contribution”, and the period from June 21, 2022 to October 21, 2022 the “Guaranteed Payment Period”), subject to the Company’s and the Sponsor’s right to stop making said Monthly Contributions as described below.
This contribution will be funded as follows: on (or prior to) June 21, 2022, and on or prior to the 21st of each month thereafter through October 21, 2022, the Company or the Sponsor will deposit into the trust account an amount equal to $0.033 per share of Class A Ordinary Shares not redeemed in connection with the Special Meeting; provided that, no such deposits will be made following the completion of any business combination.
The per-share pro rata portion of the trust account on September 30, 2021 was approximately $10.00. If the Extension is approved and the Company contributes the Maximum Contribution, an additional $0.132 will be added to the per-share redemption amount. No contribution will occur if the Extension Proposal is not approved, and the Company and the Sponsor will not make the monthly contributions into the trust account if the Extension is not completed for any reason. In the event the Extension is approved and the Company or the Sponsor elects to stop funding the Monthly Contribution, which either may do in its sole discretion, all then outstanding holders of the Class A common stock not redeemed in connection with the Special Meeting will be given an opportunity to redeem their shares at that time, and any shareholder that redeems their shares in such an event will receive a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.
If the Company elects to further extend the Extended Date beyond October 21, 2022 in accordance with the Extension Proposal and upon the completion of the Guaranteed Payment Period, the holders of Class A ordinary 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.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to Extension Amendment Proposal. A list of the names of those directors and executive officers and a description of their interests in the Company is available in the Proxy Statement and will be contained in the Registration Statement for the Business Combination, when available, each of which will be available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Corner Growth Acquisition Corp. 2 , 251 Lytton Avenue, Suite 200, Palo Alto, California 94301.
Forward-Looking Statements
This Current Report on Form 8-K 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 forwardlooking 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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
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 10, 2022
| CORNER GROWTH ACQUISITION CORP. 2 | ||
| By: | /s/ Marvin Tien | |
| Name: | Marvin Tien | |
| Title: | Chief Executive Officer | |