UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2022
CORNER GROWTH ACQUISITION CORP. 2
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40510 | 98-1582723 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
| 251 Lytton Avenue, Suite 200 | |
| Palo Alto, California | 94301 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 543-8180
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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:
Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | | TRONU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A Ordinary Shares included as part of the units | | TRON | | The Nasdaq Stock Market LLC |
| | | | | |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | TRONW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 8.01. Other Events.
On December 27, 2022, Corner Growth Acquisition Corp. 2. (the “Company”) issued a press release announcing that the Company and CGA Sponsor 2, LLC (the “Sponsor”) have agreed that the Company or the Sponsor or its designee will deposit into the trust account an aggregate of $0.06 per share for each month (the “Monthly Contributions”) beginning on (or prior to) January 9, 2023 and continuing on the ninth day of each month up and until March 9, 2023, resulting in a maximum contribution of $0.18 per share of Class A Ordinary Shares that is not tendered in connection with the Company’s ongoing tender offer (the “Tender Offer”).
This contribution will be funded as follows: on (or prior to) January 9, 2023, and on or prior to the ninth day of each month thereafter through March 9, 2023, the Company or the Sponsor or its designee will deposit into the trust account an amount equal to $0.06 per share of Class A Ordinary Shares not tendered in connection with the ongoing Tender Offer.
The Company further announced that it has extended the expiration time of the Tender Offer. As amended, the Tender Offer will now expire at 5:00 p.m., New York City time, on Friday, January 6, 2023, unless further extended or earlier terminated.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
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 forward-looking statements. These forward-looking statements include, without limitation, the Company’s commitment to funding the Monthly Contributions. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| Date: December 28, 2022 | CORNER GROWTH ACQUISITION CORP. 2 |
| | |
| | By: | /s/ Marvin Tien |
| | Name: | Marvin Tien |
| | Title: | Chief Executive Officer |
