Corner Growth Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2024, Corner Growth Acquisition Corp. (the “Company”) held an Extraordinary General Meeting (the “Extraordinary General Meeting”), and in connection therewith the Company will file with the Registrar of Companies of the Cayman Islands (“Registrar”) a copy of the special resolution of the Company which resolved to approve an amendment (the “Amendment”) to its Amended and Restated Memorandum and Articles of Association (the “Articles”) to (amend the Articles to extend the date by which the Company must 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 June 30, 2024 (the “Original Termination Date”) to July 31, 2024 (the “Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Company’s Board of Directors (the “Board”), to determine in their sole discretion to extend the Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024 (each such additional date, as extended, an “Additional Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by our Board to be in the best interests of the Company (the “Extension”) or such earlier date as shall be determined by the Board in its sole discretion (the “Amended Termination Date”).
The foregoing description of the Amendment is qualified in its entirety by the full text of the 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, holders of 10,065,198 of the Company’s ordinary shares, which represents approximately 98.06% of the ordinary shares issued and outstanding and entitled to vote as of the record date of May 20, 2024, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a special resolution to amend the Company’s Articles to extend the Original Termination Date to the Extended Date and to allow the Company, without another shareholder vote, by resolution of the Board, to determine in their sole discretion to extend the Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024, unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by our Board to be in the best interests of the Company or such earlier date as shall be determined by the Board in its sole discretion (the “Amended Termination Date”).
Approval of Proposal 1—Extension Proposal
| Votes For | Votes Against | Abstentions | ||
| 10,009,099 | 56,099 | 0 |
In connection with the vote to approve the Extension Proposal, the holders of 38,647 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.04 per share, for an aggregate redemption amount of approximately $426,663. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $3.3 million.
Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Proposal. Accordingly, the Company now has until July 31, 2024 (or such later time arising from additional extensions) to consummate its initial business combination.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | ||
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Exhibit
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Description
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| 3.1 | Amendment, dated June 24, 2024, to Amended and Restated Memorandum and Articles of Association of Corner Growth Acquisition Corp. | ||
| 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: June 24, 2024
| CORNER GROWTH ACQUISITION CORP. | ||
| By: | /s/ Marvin Tien | |
| Name: | Marvin Tien | |
| Title: | Co-Chairman, Chief Executive Officer, Director and Acting Chief Financial Officer | |