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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Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 15, 2025, Corner Growth Acquisition Corp. (the “Company”) held an extraordinary general meeting (the “Meeting”) to (i) approve, by special resolution and pursuant to the terms of the Company’s amended and restated memorandum and articles of association, as amended (the “Articles”), an amendment to the Articles (the “Authorized Capital Increase Proposal”) to increase the Company’s authorized share capital from (a) US $33,100 divided into 300,000,000 Class A ordinary shares of par value US $0.0001 each (“Class A Shares”), 30,000,000 Class B ordinary shares of par value US $0.0001 each (“Class B Shares”) (the Class A Shares and Class B Shares referred to together as the “Ordinary Shares”) and 1,000,000 preference shares of par value US $0.0001 each (“Preference Shares”) to (b) US $34,000 divided into 300,000,000 Class A Shares of par value US $0.0001 each, 30,000,000 Class B Shares of par value US $0.0001 each, and 10,000,000 Preference Shares of par value US $0.0001 each (the “Share Capital Increase”); and (ii) to approve, by special resolution and pursuant to the terms of the Articles (the “Article 49.10 Amendment Proposal”), an amendment to the Articles to delete in its entirety current Article 49.10 thereof and replace it as follows: “49.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not without the approval of the Company by way of ordinary resolution 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 months from the closing of the IPO; or (y) amend this Article 49.10.” An aggregate of 10,054,922 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of August 7, 2025, were represented in person or by proxy at the Meeting.
The Company’s shareholders voted on the following proposals at the Meeting, which were approved:
(1) | Proposal No. 1 — The Authorized Capital Increase Proposal —The following is a tabulation of the votes with respect to the Authorized Capital Increase Proposal: |
For |
| Against |
| Abstain |
| Broker Non-Votes |
10,000,319 |
| 54,403 |
| 200 |
| 0 |
(2) | Proposal No. 2 — The Article 49.10 Amendment Proposal —The following is a tabulation of the votes with respect to the Article 49.10 Amendment Proposal: |
For |
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| Abstain |
| Broker Non-Votes |
10,000,324 |
| 0 |
| 54,598 |
| 0 |
In connection with the Meeting, public holders of an aggregate of 11,130 Class A ordinary shares of the Company sold in its initial public offering (“public shares”) exercised, and did not reverse, their right to redeem their public shares.
On September 15, 2025, the Company filed an amendment to the Articles with the Cayman Islands Registrar of Companies to effectuate the foregoing proposals. A copy of the amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
| Amendment to the Amended and Restated Memorandum and Articles of Association | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
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.
| Corner Growth Acquisition Corp. |
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Date: September 16, 2025 | By: | /s/ Xixuan Hei |
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| Name: | Xixuan Hei |
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| Title: | Chief Executive Officer |
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EXHIBIT 3.1
AMENDMENTS
TO THE
MEMORANDUM OF ASSOCIATION
OF
CORNER GROWTH ACQUISITION CORP.
RESOLVED, as a special resolution, that Section 5 of the Memorandum of Association of the Company be deleted in its entirety and replaced as follows:
“5. The share capital of the Company is US$34,000 divided into 300,000,000 Class A Shares of a par value of US$0.0001 each, 30,000,000 Class B ordinary shares of a par value of US$0.0001 each and 10,000,000 preference shares of a par value of US$0.0001 each.”
RESOLVED, as a special resolution, that Article 49.10 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:
“49.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not without the approval of the Company by way of ordinary resolution 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 months from the closing of the IPO; or (y) amend this Article 49.10.”