0001104659-22-020569.txt : 20220211 0001104659-22-020569.hdr.sgml : 20220211 20220211163157 ACCESSION NUMBER: 0001104659-22-020569 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 GROUP MEMBERS: JOHN J. CADEDDU GROUP MEMBERS: MARVIN TIEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORNER GROWTH ACQUISITION CORP. 2 CENTRAL INDEX KEY: 0001847513 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981582723 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92610 FILM NUMBER: 22621694 BUSINESS ADDRESS: STREET 1: 251 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 543-8180 MAIL ADDRESS: STREET 1: 251 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CGA SPONSOR 2, LLC CENTRAL INDEX KEY: 0001847514 IRS NUMBER: 861886108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 251 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 543-8180 MAIL ADDRESS: STREET 1: 251 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 tm225868d1_sc13g.htm SC 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. )*

 

 

 

Corner Growth Acquisition Corp. 2
(Name of Issuer)

 

 

 

Class A ordinary shares, $0.0001 par value
(Title of Class of Securities)

 

 

 

G2426E104
(CUSIP Number)

 

 

 

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨       Rule 13d-1(b)

 

¨       Rule 13d-1(c)

 

x       Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

1. 

Names of Reporting Persons

 

CGA Sponsor 2, LLC

 

2. 

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

 

3.  SEC Use Only
4. 

Citizenship or Place of Organization

 

Delaware

 

 

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5. 

Sole Voting Power

 

0

 

6. 

Shared Voting Power

 

9,425,000(1)

 

7. 

Sole Dispositive Power

 

0

 

8. 

Shared Dispositive Power

 

9,425,000(1)

 

 

9. 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,425,000(1)

 

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11. 

Percent of Class Represented By Amount in Row (9)

 

33.75%(2)

 

12. 

Type of Reporting Person (See Instructions)

 

OO

 

 

(1) Represents 9,425,000 Class A ordinary shares acquirable in respect of (i) 4,475,000 Class B ordinary shares convertible on a one-for-one basis into Class A ordinary shares one business day following the Issuer’s initial business combination or earlier at the option of the holder (“Class B ordinary shares”) and (ii) 4,950,000 private placement warrants to purchase Class A ordinary shares at $11.50 per share, which will become exercisable 30 days after the completion of the Issuer’s initial business combination (“Private Placement Warrants”).

 

(2) Calculated based on (i) 18,500,000 Class A ordinary shares outstanding as of November 19, 2021, as reported on the Issuer’s 10-Q filed November 19, 2021, (ii) 4,475,000 Class A ordinary shares issuable upon conversion of 4,475,000 Class B ordinary shares and (iii) 4,950,000 Class A ordinary shares issuable in respect of 4,950,000 Private Placement Warrants.

 

 

 

 

1.

Names of Reporting Persons

 

John J. Cadeddu

 

2. 

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

 

3.  SEC Use Only
4. 

Citizenship or Place of Organization

 

United States

 

 

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5. 

Sole Voting Power

 

0

 

6. 

Shared Voting Power

 

9,425,000(1)

 

7. 

Sole Dispositive Power

 

0

 

8. 

Shared Dispositive Power

 

9,425,000(1)

 

 

9. 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,425,000(1)

 

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11. 

Percent of Class Represented By Amount in Row (9)

 

33.75%(2)

 

12. 

Type of Reporting Person (See Instructions)

 

IN

 

 

(1) Represents (i) 4,475,000 Class A ordinary shares issuable in respect of Class B ordinary shares and (ii) 4,950,000 Class A ordinary shares issuable in respect of Private Placement Warrants.

 

(2) Calculated based on (i) 18,500,000 Class A ordinary shares outstanding as of November 19, 2021, as reported on the Issuer’s 10-Q filed November 19, 2021, (ii) 4,475,000 Class A ordinary shares issuable upon conversion of 4,475,000 Class B ordinary shares and (iii) 4,950,000 Class A ordinary shares issuable in respect of 4,950,000 Private Placement Warrants.

 

 

 

 

1. 

Names of Reporting Persons

 

Marvin Tien

 

2. 

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

 

3.  SEC Use Only
4. 

Citizenship or Place of Organization

 

United States

 

 

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5. 

Sole Voting Power

 

0

 

6. 

Shared Voting Power

 

9,425,000(1)

 

7. 

Sole Dispositive Power

 

0

 

8. 

Shared Dispositive Power

 

9,425,000(1)

 

 

9. 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,425,000(1)

 

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11. 

Percent of Class Represented By Amount in Row (9)

 

33.75%(2)

 

12. 

Type of Reporting Person (See Instructions)

 

IN

 

 

(1) Represents (i) 4,475,000 Class A ordinary shares issuable in respect of Class B ordinary shares and (ii) 4,950,000 Class A ordinary shares issuable in respect of Private Placement Warrants.

 

(2) Calculated based on (i) 18,500,000 Class A ordinary shares outstanding as of November 19, 2021, as reported on the Issuer’s 10-Q filed November 19, 2021, (ii) 4,475,000 Class A ordinary shares issuable upon conversion of 4,475,000 Class B ordinary shares and (iii) 4,950,000 Class A ordinary shares issuable in respect of 4,950,000 Private Placement Warrants.

 

 

 

 

Item 1(a). Name of Issuer
   
  Corner Growth Acquisition Corp. 2  
   
Item 1(b). Address of the Issuer’s Principal Executive Offices
   
  251 Lytton Avenue, Suite 200
Palo Alto, CA 94301
   
Item 2(a). Names of Persons Filing
   
 

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i)                CGA Sponsor 2, LLC

 

(ii)               John J. Cadeddu

 

(iii)              Marvin Tien

 

Item 2(b). Address of the Principal Business Office, or if none, Residence:
   
  251 Lytton Avenue, Suite 200
Palo Alto, CA 94301
   
Item 2(c). Citizenship
   
  See responses to Item 4 on each cover page.
   
Item 2(d). Title of Class of Securities
   
  Class A ordinary shares
   
Item 2(e). CUSIP Number
   
  G2426E104
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
  Not Applicable.
   
Item 4.

Ownership

 

(a)           Amount beneficially owned:

 

See responses to Item 9 on each cover page.

 

(b)           Percent of Class:
See responses to Item 11 on each cover page.

 

(c)           Number of shares as to which the Reporting Person has:

 

(i)            Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page.

 

(ii)           Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

(iii)         Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page.

 

(iv)          Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each cover page.

 

The securities reported herein are held directly by CGA Sponsor 2, LLC (the “Sponsor”). John Cadeddu and Marvin Tien control the Sponsor and, as such, share voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have shared beneficial ownership of the reported securities. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons beneficially own the reported securities.

 

 

 

 

 

Item 5. Ownership of Five Percent or Less of a Class
   
  Not Applicable.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable.
   
Item 10. Certification
   
  Not Applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2022

 

  CGA Sponsor 2, LLC
   
  By: /s/ Marvin Tien
  Name: Marvin Tien
  Title: Authorized Signatory
   
   
  /s/ John J. Cadeddu
  John J. Cadeddu
   
   
  /s/ Marvin Tien
  Marvin Tien

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Joint Filing Agreement, dated as of February 11, 2022 by and among CGA Sponsor 2, LLC, John J. Cadeddu and Marvin Tien

 

 

 EX-99.1 2 tm225868d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of Corner Growth Acquisition Corp. 2, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

  CGA Sponsor 2, LLC
   
  By: /s/ Marvin Tien
  Name: Marvin Tien
  Title: Authorized Signatory
   
   
  /s/ John J. Cadeddu
  John J. Cadeddu
   
   
  /s/ Marvin Tien
  Marvin Tien