COOL 8-K
Corner Growth Acquisition Corp. (COOL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 29, 2024, Corner Growth Acquisition Corp. (the “Company”) held an Extraordinary General Meeting (the “Extraordinary General Meeting”), and in connection therewith the Company will fill 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 extend the date that the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors (the “Board”).
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 10,132,437 of the Company’s ordinary shares, which represents approximately 97.2% of the ordinary shares issued and outstanding and entitled to vote as of the record date of February 14, 2024, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a special resolution to amend the Company’s Articles to extend the date that the Company has to consummate a business combination from March 20, 2024 to the Extended Date or such earlier date as shall be determined by the Board (the “Extension Proposal.
Approval of Proposal 1—Extension Proposal
| Votes For | Votes Against | Abstentions | ||
| 10,075,855 | 56,582 | 0 |
In connection with the vote to approve the Extension Proposal, the holders of 83,349 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.89 per share, for an aggregate redemption amount of approximately $907,670. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $3,665,947.
Under Cayman Islands law, the amendment to the Articles took effect upon approval of each proposal. Accordingly, the Company now has until June 30, 2024 to consummate its initial business combination.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
Description | ||
| 3.1 | Amendment, dated February 29, 2024, to Amended and Restated Memorandum and Articles of Association of Corner Growth Acquisition Corp. | ||
| 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: February 29, 2024
| CORNER GROWTH ACQUISITION CORP. | ||
| By: | /s/ Jerome Letter | |
| Name: | Jerome Letter | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CORNER GROWTH ACQUISITION CORP
February 29, 2024
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 on or before 30 June 2024, or such earlier time that shall be determined by the Directors in their sole discretion, 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 on or before 30 June 2024, or such earlier time that shall be determined by the Directors in their sole discretion; 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.”
iii) Article 49.10 of the Articles of Association of the Company be deleted and replaced as follows:
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Account,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 30 June 2024 or (y) amend this Article 49.10.”