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
Number 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).
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