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 March 16, 2023, in connection with the Extraordinary General Meeting (as defined below), Corner Growth Acquisition Corp. 2 (the “Company”) filed 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 extend the date that the Company has to consummate a business combination from March 21, 2023 to March 21, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors (the “Board”) (the “Amended Termination Date”). The Company’s shareholders approved the Extension Amendment at the Extraordinary General Meeting on March 15, 2023. Upon approval of the Extension Proposal (as defined below), the time period within which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination was extended to March 21, 2024. 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 the Company, which was held on March 15, 2023, holders of 6,961,734 of the Company’s ordinary shares, which represents approximately 87.8% of the ordinary shares issued and outstanding and entitled to vote as of the record date of April 21, 2023, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a special resolution (the “Extension Proposal”) to amend the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate a business combination from March 21, 2023 to March 21, 2024, or such earlier date as shall be determined by the Board. The shareholders also approved an ordinary resolution (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 | ||
| 6,961,733 | 1 | 0 |
Approval of Proposal 2—Adjournment Proposal
| Votes For | Votes Against | Abstentions | ||
| 6,950,587 | 11,147 | 0 |
In connection with the vote to approve the Extension Proposal, the holders of 1,444,221 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.59 per share, for an aggregate redemption amount of approximately $15,297,014.42. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $19,703,162.02.
Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Proposal. Accordingly, the Company now has until March 21, 2024 to consummate its initial business combination.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | ||
|
Exhibit |
Description | ||
| 3.1 | Extension Amendment, dated March 15, 2023, to Amended and Restated Certificate of Incorporation of Corner Growth Acquisition Corp. 2. | ||
| 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: March 20, 2023
| CORNER GROWTH ACQUISITION CORP. 2 | ||
| By: | /s/ Marvin Tien | |
| Name: | Marvin Tien | |
| Title: | Chief Executive Officer | |