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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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 October 31, 2024, Corner Growth Acquisition Corp. (the “Company”) held an extraordinary general meeting (the “Meeting”) to approve a proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Charter”), to effectuate an extension of time for the Company to consummate an initial business combination from December 31, 2025 to December 31, 2026, or such earlier liquidation and dissolution date as the Company’s board of directors may approve (the “Extension”). An aggregate of 979,815 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of November 18, 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 Extension Amendment Proposal — a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate a business combination from December 31, 2025 to December 31, 2026 unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Company’s Board of Directors in its sole discretion. The following is a tabulation of the votes with respect to this proposal: |
For |
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| Abstain |
| Broker Non-Votes |
925,301 |
| 54,514 |
| 0 |
| 0 |
In connection with the Meeting, public holders of an aggregate of 660 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.
A copy of the amendment to the Charter is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Amendment to the Memorandum and Articles of Association as amended | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 22, 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:
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| i) | Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: |
“49.7 In the event that the Company does not consummate a Business Combination on or before 31 December 2026 (the “Extended Date”), or such earlier time that shall be determined by the Directors in their sole discretion, the Company shall:
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| (a) | cease all operations except for the purpose of winding up; |
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| (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 |
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| (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. |
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| ii) | Article 49.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: |
“49.8 In the event that any amendment is made to this Article:
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| (a) | that would modify the substance or timing of the Company’s obligation to: |
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| (i) | provide for the redemption of the Public Shares in connection with a Business Combination; or |
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| (ii) | redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination on or before the Extended Date, or such earlier time that shall be determined by the Directors in their sole discretion; or |
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| (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.”