UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
CORNER GROWTH ACQUISITION CORP.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G2425N 105
(CUSIP Number)
December 31, 2023
(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)
☒ 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 on 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, 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
9,825,001 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,825,001 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,825,001(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
95.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 1 Class A Ordinary Share (“Class A Share”) issuable in respect of 1 Class B ordinary share (the “Class B Share”), which is convertible into one Class A Share at the option of the holder. |
| (2) | Calculated based upon 10,244,938 Class A Shares outstanding as of November 13, 2023, as reported in the Issuer’s Form 10-Q/A filed January 2, 2024, as increased by 1 Class A Share issuable in respect of the Class B Share. |
| 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
9,825,001 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,825,001 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,825,001(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
95.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes 1 Class A Share issuable in respect of the Class B Share, which is convertible into one Class A Share at the option of the holder. |
| (2) | Calculated based upon 10,244,938 Class A Shares outstanding as of November 13, 2023, as reported in the Issuer’s Form 10-Q/A filed January 2, 2024, as increased by 1 Class A Share issuable in respect of the Class B Share. |
| 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
9,825,001 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,825,001 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,825,001(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
95.9%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes 1 Class A Share issuable in respect of the Class B Share, which is convertible into one Class A Share at the option of the holder. |
| (2) | Calculated based upon 10,244,938 Class A Shares outstanding as of November 13, 2023, as reported in the Issuer’s Form 10-Q/A filed January 2, 2024, as increased by 1 Class A Share issuable in respect of the Class B Share. |
| Item 1(a). | Name of Issuer |
Corner Growth Acquisition Corp. (the “Issuer”)
| 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 by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | CGA Sponsor, LLC |
| (ii) | John T. 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, $0.0001 par value per share
| Item 2(e). | CUSIP Number |
G2425N 105
| 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.
CGA Sponsor, LLC, is the record holder of the shares reported herein. John J. Cadeddu and Marvin Tien control the Sponsor and, as such, may be deemed to have voting and dispositive power over the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor.
| 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 14, 2024
| CGA SPONSOR, LLC | ||
| By: | /s/ Marvin Tien | |
| Name: | Marvin Tien | |
| Title: | Authorized Signatory | |
| /s/ John T. Cadeddu | ||
| John T. Cadeddu | ||
| /s/ Marvin Tien | ||
| Marvin Tien | ||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 12, 2021, incorporated by reference to the Schedule 13G filed February 12, 2021. |