UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

CORNER GROWTH ACQUISITION CORP. 2

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40510	98-1582723
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


251 Lytton Avenue, Suite 200 Palo Alto, CA	94301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 543-8180

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	TRONU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	TRON	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TRONW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 15, 2023, 6,335,214 Class A ordinary shares, par value $0.0001, and 150,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

		Page
PART I—FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the Three Months ended March 31, 2023 and March 31, 2022	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and March 31, 2022	3
	Unaudited Condensed Statements of Cash Flows for the Three Months ended March 31, 2023 and March 31, 2022	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Disclosure Controls and Procedures	28

PART II – OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURES		31


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets
Cash	$	71,327	$	117,686
Prepaid expenses		172,039		258,737
Total current assets		243,366		376,423
Cash and marketable securities held in Trust Account		19,815,785		76,123,731
Total Assets	$	20,059,151	$	76,500,154
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	450	$	3,673
Offering costs payable		—		7,800
Due to related party		492,143		237,500
Accrued expenses		2,639,571		2,515,779
Total current liabilities		3,132,164		2,764,752
Warrant liabilities		907,954		160,661
Deferred underwriting fee payable		6,475,000		6,475,000
Total Liabilities		10,515,118		9,400,413
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 1,860,214 shares at redemption value as of March 31, 2023 and 7,406,265 shares at redemption value as of December 31, 2022		19,815,785		76,123,731
Shareholders’ Deficit
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized; 4,475,000 and 0 issued and outstanding, respectively (excluding 1,860,214 and 7,406,265 shares subject to possible redemption as of March 31, 2023 and December 31, 2022, respectively)		448		—
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized; 150,000 and 4,625,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		15		463
Additional paid-in capital		—		—
Accumulated deficit		(10,272,215)		(9,024,453)
Total Shareholders’ Deficit		(10,271,752)		(9,023,990)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	20,059,151	$	76,500,154


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2023		2022
Operating and formation costs	$	(500,469)	$	(553,138)
Loss from operations		(500,469)		(553,138)
Other income (loss):
Earnings and realized gain on marketable securities held in Trust Account		208,954		15,481
Change in fair value of warrant liabilities		(747,293)		7,830,735
Net income (loss)	$	(1,038,808)	$	7,293,078
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		3,321,140		18,500,000
Basic and diluted net income (loss) per Class A redeemable ordinary share	$	(0.13)	$	0.32
Basic and diluted weighted average shares outstanding of Class A nonredeemable ordinary shares and Class B ordinary shares		4,625,000		4,625,000
Basic and diluted net income (loss) per Class A nonredeemable ordinary share and Class B ordinary share	$	(0.13)	$	0.32


	Class A			Class B							Total
	Ordinary Shares			Ordinary Shares			Additional Paid-		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		in Capital		Deficit		Equity (Deficit)
Balance—January 1, 2023	—	$	—	4,625,000	$	463	$	—	$	(9,024,453)	$	(9,023,990)
Conversion of Class B ordinary shares to Class A ordinary shares	4,475,000		448	(4,475,000)		(448)		—		—		—
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(208,954)		(208,954)
Net loss	—		—	—		—		—		(1,038,808)		(1,038,808)
Balance, March 31, 2023	4,475,000	$	448	150,000	$	15	$	—	$	(10,272,215)	$	(10,271,752)

Balance—January 1, 2022	—	$	—	4,625,000	$	463	$	—	$	(14,624,399)	$	(14,623,936)
Net income	—		—	—		—		—		7,293,078		7,293,078
Balance, March 31, 2022	—	$	—	4,625,000	$	463	$	—	$	(7,331,321)	$	(7,330,858)


Class A ordinary shares subject to possible redemption – December 31, 2021	$	185,000,000
Less:
Redemption of Class A ordinary shares		(111,062,537)
Plus:
Remeasurement of Class A ordinary shares subject to possible redemption		1,208,641
Sponsor contribution		977,627
Class A ordinary shares subject to possible redemption - December 31, 2022	$	76,123,731
Less:
Redemption of Class A ordinary shares		(57,176,699)
Plus:
Remeasurement of Class A ordinary shares subject to possible redemption		208,954
Sponsor contribution		659,799
Class A ordinary shares subject to possible redemption – March 31, 2023	$	19,815,785


	For the Three Months Ended				For the Three Months Ended
	March 31, 2023				March 31, 2022
			Class A
	Class A		Nonredeemable
	Redeemable		and Class B		Class A		Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	(434,177)	$	(604,631)	$	5,834,462	$	1,458,616
Denominator:
Basic and diluted weighted average ordinary shares outstanding		3,321,140		4,625,000		18,500,000		4,625,000

Basic and diluted net income (loss) per ordinary share	$	(0.13)	$	(0.13)	$	0.32	$	0.32

SEC Form 10-Q filed by Corner Growth Acquisition Corp. 2