Softline Holding PLC (LSE:SFTL) signed a letter of intent to acquire Corner Growth Acquisition Corp. (NasdaqCM:COOL) from CGA Sponsor, LLC and others in a reverse merger transaction on February 9, 2023. Softline Holding PLC (LSE:SFTL) entered into a definitive agreement to acquire Corner Growth Acquisition Corp. (NasdaqCM:COOL) from CGA Sponsor, LLC and others for approximately $920 million in a reverse merger transaction on May 4, 2023. Pursuant to the transaction, the existing Noventiq shareholders will receive shares in the combined company in exchange for their shares in Noventiq. In addition, existing Noventiq shareholders will be entitled to receive, as additional consideration, a further 30 million ordinary shares, pursuant to the terms of the Contingent Share Rights Agreement under which each Class A, B and C CSR holder will receive a contingent payment in the form of CGAC ordinary shares. Following the completion of the transaction, existing Noventiq shareholders are expected to own 84.7% of the fully diluted shares of the combined company, with public stockholders of Corner Growth expected to own 10.6%, and the Sponsors expected to own 4.7%. As a result of the transaction, the combined company shall be publicly-listed on the Nasdaq. A termination fee equal to three per cent (3%) of the equity value of $877 million is payable by Noventiq to Corner. Upon the closing of the business combination (the “ Closing ”), it is anticipated that the company will change its name to “Noventiq Holding Company” and certain securities of New Noventiq are expected to be listed on the Nasdaq Stock Market. Following the Closing, each holder of Ordinary Shares will be able to deposit such holder's shares into the ADS Facility and receive ADSs, which are expected to trade on Nasdaq under the symbol “NVIQ.”

The letter of intent was subject to the completion of definitive documentation. The transaction is subject to approval by Corner Growth's and Noventiq's stockholders, registration statement/proxy statement becoming effective, company's listing application with Nasdaq for the ADSs having been approved, the receipt of certain regulatory approvals, and other customary closing conditions. The transaction has been approved unanimously by the Boards of Directors of both Noventiq and Corner Growth. Ceertain shareholders of Noventiq representing, in aggregate, 68,5% of Noventiq's share capital have entered into support agreements to, amongst other things, vote in favor of the transaction. The transaction is expected to close in the second half of 2023. John F.F. Watkins of Reitler Kailas & Rosenblatt LLP acted as legal advisor to Corner Growth. Stephen Besen, Jeffrey Pellegrino and James Roe of Allen & Overy LLP acted as legal advisor to Noventiq. Morrow Sodali acted as proxy solicitor to Corner Growth Acquisition. Continental Stock Transfer & Trust Company acted as transfer agent to Corner Growth Acquisition.