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OFFON

CORNER GROWTH ACQUISITION CORP.

(COOL)
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CORNER GROWTH ACQUISITION : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

08/17/2021 | 04:09pm EDT
References to the "company," "Corner Growth," "our," "us" or "we" refer to
Corner Growth Acquisition Corp. The following discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the unaudited condensed financial statements and the notes
thereto contained elsewhere in this Quarterly Report on Form
10-Q.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). When used
in this Quarterly Report on Form
10-Q,
words such as "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," or the negative of such terms or other
similar expressions, as they relate to us or our management, identify forward
looking statements. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other filings with the
Securities and Exchange Commission ("SEC"). Such forward looking statements are
based on the beliefs of management, as well as assumptions made by, and
information currently available to, our management. No assurance can be given
that results in any forward-looking statement will be achieved and actual
results could be affected by one or more factors, which could cause them to
differ materially. The cautionary statements made in this Quarterly Report on
Form
10-Q
should be read as being applicable to all forward-looking statements whenever
they appear in this Quarterly Report. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
Overview
We are a blank check company incorporated on October 20, 2020 (inception) as a
Cayman Islands exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (a "Business Combination"). While we may
pursue an acquisition opportunity in any business, industry, sector or
geographical location, we focus on industries that complement our management
team's background, and in our search for targets for our Business Combination
seek to capitalize on the ability of our management team to identify and acquire
a business, focusing on the technology industry in the United States and other
developed countries.
The registration statement for our initial public offering (the "Initial Public
Offering") was declared effective on December 16, 2020. On December 21, 2020, we
consummated our Initial Public Offering of 40,000,000 units, at $10.00 per unit,
generating gross proceeds of $400,000,000, and incurring offering costs of
approximately $22,766,000, inclusive of $14,000,000 in deferred underwriting
commissions. Each unit consists of one Class A ordinary share, par value $0.0001
per share (the "Class A ordinary shares") and
one-third
of one redeemable warrant, each whole public warrant entitling the holder
thereof to purchase one Class A ordinary share at a price of $11.50 per share,
subject to adjustment.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement of 7,600,000 private placement warrants at a price of
$1.50 per private placement warrant (the "Private Placement") to our sponsor,
generating gross proceeds of $11,400,000. Each private placement warrant is
exercisable for one Class A ordinary share at a price of $11.50 per share.
Upon the closing of the Initial Public Offering and private placement,
$400,000,000 ($10.00 per unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the private placement were placed in the
trust account, located in the United States at UBS Financial Services Inc. and
Morgan Stanley, with Continental Stock Transfer & Trust Company acting as
trustee, and are only invested in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
185 days or less or in any open-ended investment company that holds itself out
as a money market fund selected by us meeting the conditions of paragraphs
(d)(2), (d)(3) and (d)(4) of Rule
2a-7
of the Investment Company Act, as determined by us, until the

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earlier of: (i) the completion of a Business Combination and (ii) the
distribution of the assets held in the trust account. Our management has broad
discretion with respect to the specific application of the net proceeds of the
Initial Public Offering and the private placement, although substantially all of
the net proceeds are intended to be applied toward consummating an initial
Business Combination.
If we are unable to complete a Business Combination within 24 months from the
closing of the Initial Public Offering, or December 21, 2022, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account
and not previously released to us to pay for our income taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public
shareholders' rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, proceed to
commence a voluntary liquidation and thereby a formal dissolution of our
company, subject in each case to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
Liquidity and Capital Resources
As indicated in the accompanying financial statements, at June 30, 2021, we had
$1,258,029 in our operating bank account, and working capital of $1,626,920, and
approximately $89,222 of unrealized gains on the proceeds deposited in the trust
account. We expect to continue to incur significant costs in pursuit of our
initial Business Combination plans.
Our liquidity needs prior to the consummation of the Initial Public Offering
were satisfied through the proceeds of $25,000 from the sale of the founder
shares, and loans from our sponsor of approximately $120,000. The loan was
repaid in full on December 22, 2020. Subsequent from the consummation of the
Initial Public Offering, our liquidity has been satisfied through the net
proceeds received from the consummation of the Initial Public Offering and the
Private Placement.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business Combination.
Results of Operations
Our entire activity since inception through June 30, 2021 related to our
formation, Initial Public Offering and, since the closing of our Initial Public
Offering, the search for initial Business Combination candidates. As of June 30,
2021, $1,258,029 was held outside the trust account and was being used to fund
the company's operating expenses. We are not generating any operating revenues
until the closing and completion of our initial Business Combination at the
earliest.
For the three months ended June 30, 2021, we had a net loss of $(4,852,987),
which consisted of $13,986 in unrealized gains, dividends and interest, held in
the trust account, a change in the fair value of warrant liabilities of
$(4,472,000), and $394,973 in general and administrative expenses.
For the six months ended June 30, 2021, we had a net loss of $(4,444,339) which
consisted of $83,516 in unrealized gains, dividends and interest, held in the
trust account, a change in the fair value of warrant liabilities of
$(3,634,667), and $893,188 in general and administrative expenses.

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Related Party Transactions
Related Party Loans
In order to finance transaction costs in connection with a Business Combination,
our sponsor or an affiliate of our sponsor, or certain of our officers and
directors may, but are not obligated to, loan us funds as may be required
("Working Capital Loans"). If we complete a Business Combination, we would repay
the Working Capital Loans out of the proceeds of the trust account released to
us. Otherwise, the Working Capital Loans would be repaid only out of funds held
outside the trust account. In the event that a Business Combination is not
completed, we may use a portion of the proceeds held outside the trust account
to repay the Working Capital Loans but no proceeds held in the trust account
would be used to repay the Working Capital Loans. Except for the foregoing, the
terms of such Working Capital Loans, if any, have not been determined and no
written agreements exist with respect to such loans. The Working Capital Loans
would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $1,500,000 of such Working
Capital Loans may be convertible into warrants of the post Business Combination
entity at a price of $1.50 per warrant. The warrants would be identical to the
private placement warrants. For the three months and six months ended June 30,
2021, there were no outstanding Working Capital Loans under this arrangement.
Administrative Support Agreement
We agreed, commencing on the effective date of the Initial Public Offering
through the earlier of the Company's consummation of a Business Combination and
its liquidation, to pay our sponsor a total of $40,000 per month for office
space, utilities and secretarial and administrative support. We recognized
$120,000 in expenses incurred in connection with the aforementioned arrangements
with the related parties on our Statements of Income for the three months ended
June 30, 2021. We recognized $240,000 in expenses incurred in connection with
the aforementioned arrangements with the related parties on our Statements of
Operations for the six months ended June 30, 2021 and we recognized $120,000 for
the three months ended June 30, 2021.
Contractual Obligations
Registration and Shareholder Rights
The holders of founder shares, private placement warrants and warrants that may
be issued upon conversion of Working Capital Loans, if any, will be entitled to
registration rights (in the case of the founder shares, only after conversion of
such shares into Class A ordinary shares) pursuant to a registration and
shareholder rights agreement entered into during the consummation of the Initial
Public Offering. These holders will be entitled to certain demand and
"piggyback" registration and shareholder rights. However, the registration and
shareholder rights agreement provides that we will not permit any registration
statement filed under the Securities Act to become effective until the
termination of the applicable
lock-up
period for the securities to be registered. We will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter was entitled to underwriting discounts of $0.20 per unit sold in
the Initial Public Offering, or $8,000,000 in the aggregate, paid upon the
closing of the Initial Public Offering. An additional fee of $0.35 per unit sold
in the Initial Public Offering, or $14,000,000 in the aggregate will be payable
to the underwriters for deferred underwriting commissions. The deferred
underwriting commissions will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that we complete a
Business Combination, subject to the terms of the underwriting agreement.

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Critical Accounting Policies
Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles
("GAAP"). The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses during
the reported period. In accordance with GAAP, we base our estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.
The Warrants are accounted for as liabilities in accordance with ASC 815-40 and
are presented within the warrant liabilities on the balance sheet. The warrant
liabilities are measured at fair value at inception and on a recurring basis,
with changes in fair value presented within change in fair value of the warrant
liabilities in the statements of operations.
Our significant accounting policies are fully described in Note 2 to our
condensed financial statements appearing elsewhere in this Quarterly Report, and
we believe those accounting policies are critical to the process of making
significant judgments and estimates in the preparation of our condensed
financial statements.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06,
Debt - debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging - Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity' Own Equity ("ASU 2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. The Company has elected to early adopt ASU
2020-06, and complied with ASU 2020-06 for the three months ended June 30, 2021
and the six months ended June 30, 2021. Adoption of the ASU did not impact the
Company's financial position, results of operations or cash flows.
Our management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
Off-Balance
Sheet Arrangements
For the three months and six months ended June 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K
and did not have any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As such, our financial statements may not be comparable to
companies that comply with public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be
required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
Public Company Accounting Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor's report providing additional
information about the audit and the financial statements (auditor discussion and
analysis) and (iv) disclose certain executive compensation related items such as
the correlation between executive compensation and performance and comparisons
of the principal executive officer's compensation to median employee
compensation. These exemptions will apply for a period of five years following
the completion of our Initial Public Offering or until we are no longer an
"emerging growth company," whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise
required under this item.

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