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 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
| Votes For | Votes Against | Abstentions | ||||||||
| 10,419,612 | 56,563 | 0 | ||||||||
Approval of Proposal 2—Redemption Limitation Amendment Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 10,419,510 | 56,665 | 0 | ||||||||
Approval of Proposal 3—Founder Conversion Amendment Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 10,419,510 | 56,665 | 0 | ||||||||
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.
| (d) | Exhibits. | |
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Exhibit |
Description | |
| 99.1 | Amendment, dated June 20, 2023, 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: June 22, 2023
| CORNER GROWTH ACQUISITION CORP. | ||
| By: | /s/ Jerome Letter | |
| Name: | Jerome Letter | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CORNER GROWTH ACQUISITION CORP.
June 20, 2023
RESOLVED, as a special resolution, that:
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 within 39 months from the consummation of the IPO, 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 in its entirety and replaced as follows:
“49.8 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 within 39 months from the closing of the IPO, 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.”
RESOLVED, as a special resolution:
i) Article 49.5 of the Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 49.5:
“49.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated.”
ii) Article 49.2 of the Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 49.2:
“49.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
iii) Article 49.4 of the Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 49.4:
“49.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
RESOLVED, as a special resolution, that:
i) Article 49.10 of the Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 49.10:
“49.10 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 39 months from the closing of the IPO or (y) amend this Article 49.10.”