Item 1.01 Entry into a Material Definitive Agreement
Amendment to Investment Management Trust Agreement
On or about December 20, 2022, shareholders of Corner Growth Acquisition Corp.
(the "Company") approved the amendment to the Company's Investment Management
Trust Agreement, dated as of December 16, 2020 (the "Trust Agreement"), by and
between the Company and Continental Stock Transfer & Trust Company, a New York
limited purpose trust company, as trustee ("Continental") to change the date on
which Continental must commence liquidation of the trust account established in
connection with the Company's initial public offering (the "IPO") (the "Trust
Account") from (A) the earlier of the Company's completion of an initial
business combination and December 21, 2022 to (B) the earliest of (i) the
Company's completion of an initial business combination, (ii) the Extended Date
(as defined below) and (iii) the Amended Termination Date (as defined below).
The foregoing description of the Amendment to the Trust Agreement is qualified
in its entirety by the full text of the Amendment to the Investment Management
Trust Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
Year.
Within 15 days of the Extraordinary General Meeting (as defined below), Corner
Growth Acquisition Corp. (the "Company") will file with the Registrar of
Companies of the Cayman Islands ("Registrar") an amendment (the "Extension
Amendment") to its Amended and Restated Memorandum and Articles of Association
to (i) extend the date that the Company has to consummate a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a
"business combination") from December 21, 2022 to June 21, 2023 (the "Extended
Date"), or such earlier date as shall be determined by the Company's board of
directors (the "Board") and publicly announced by the Company (the "Amended
Termination Date"). The Company's shareholders approved the Extension Amendment
at the Extraordinary General Meeting on December 20, 2022. Upon approval of the
Extension Proposal (as defined below), the time period within which the Company
has to consummate a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination was extended to
June 21, 2023. The foregoing description of the Extension Amendment is qualified
in its entirety by the full text of the Extension 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 (the "Extraordinary General Meeting") of
Corner Growth Acquisition Corp., a Cayman Islands exempted company (the
"Company"), which was held on December 20, 2022, holders of 38,673,258 of the
Company's ordinary shares, which represents approximately 77.35% of the ordinary
shares issued and outstanding and entitled to vote as of the record date of
November 11, 2022, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a proposal, by
special resolution under Cayman Islands law (the "Extension Proposal") to amend
the Company's amended and restated memorandum and articles of association to (i)
extend the date that the Company has to consummate a business combination from
December 21, 2022 to June 21, 2023. The shareholders approved a proposal (the
"Trust Amendment Proposal") to amend the Trust Agreement to change the date on
which Continental must commence liquidation of the Trust Account from (A) the
earlier of Corner Growth's completion of an initial business combination and
December 21, 2022 to (B) the earliest of (i) Corner Growth's completion of an
initial business combination, (ii) the Extended Date and (iii) the Amended
Termination Date. The shareholders also approved a proposal, by an ordinary
resolution under Cayman Islands law (the "Adjournment Proposal") to adjourn the
Extraordinary General Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with the approval of the
Extension Proposal.
Approval of Proposal 1-Extension Proposal
Votes For Votes Against Abstentions
38,020,856 652,402 0
Approval of Proposal 2-Trust Amendment Proposal
Votes For Votes Against Abstentions
38,020,877 652,381 0
Approval of Proposal 3-Adjournment Proposal
Votes For Votes Against Abstentions
37,963,963 709,295 0
In connection with the vote to approve the Extension Proposal, the holders of
38,808,563 Class A ordinary shares properly exercised their right to redeem
their shares for cash at a redemption price of approximately $10.06 per share,
for an aggregate redemption amount of approximately $390,414,143.78. As such,
approximately 97.02% of the Class A ordinary shares were redeemed and
approximately 2.98% of the Class A ordinary shares remain outstanding. After the
satisfaction of such redemptions, the balance in the Company's trust account
will be approximately $12,287,141.
Under Cayman Islands law, the amendment to the Articles took effect upon
approval of the Extension Proposal. Accordingly, the Company now has until June
21, 2023 to consummate its initial business combination.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Extension Amendment, dated December 20, 2022, to the Amended and
Restated Memorandum and Articles of Association of Corner Growth
Acquisition Corp.
10.1 Amendment to Investment Management Trust Agreement, dated December
20, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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