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, 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 $10.14407050 per
share, for an aggregate redemption amount of approximately $393,676,799.08.
Continental Stock Transfer & Trust Company may, in its discretion as trustee,
elect to remit the redemption payments in one or more payments. 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 $12,086,020.90.
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)
* Previously filed.
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