Current Report Filing (8-k)
December 29 2020 - 04:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 21, 2020
CORNER
GROWTH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman
Islands
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001-39814
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98-1563902
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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251
Lytton Avenue, Suite 200
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Palo
Alto, California
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94301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (650) 543-8180
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant
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COOLU
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The Nasdaq Stock Market LLC
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Class A Ordinary Shares included as part of the units
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COOL
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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COOLW
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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. ☐
On December 21, 2020, Corner Growth Acquisition
Corp. (the “Company”) consummated an initial public offering (the “IPO”) of 40,000,000 units (the “Units”),
including 5,000,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, at an offering
price of $10.00 per Unit and a private placement with CGA Sponsor, LLC (the “Sponsor”) of 7,600,000 private placement
warrants at a price of $1.50 per warrant (the “Private Placement”). As a result of the underwriter’s determination
not to fully exercise its over-allotment option, the Sponsor forfeited an aggregate of 62,500 shares of the Company’s Class
B ordinary shares.
A
total of $400,000,000, comprised of the net proceeds from the IPO (which amount includes $14,000,000 of the underwriter’s
deferred commissions), together with certain of the proceeds from the Private Placement, were placed in a trust account established
for the benefit of the Company’s public shareholders and the underwriter of the IPO with Continental Stock Transfer &
Trust Company acting as trustee. Except for the withdrawal of interest or other income to pay income taxes, or upon the redemption
by public shareholders of Class A ordinary shares in connection with certain amendments to the Company’s amended and
restated memorandum and articles of association, none of the funds held in the trust account will be released until the earlier
of (a) the completion of the Company’s initial business combination or (b) the redemption of 100% of the Class A ordinary
shares included in the Units and issued by the Company in the IPO, if the Company has not consummated an initial business combination
within 24 months from the closing of the IPO, subject to applicable law.
An
audited balance sheet as of December 21, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private
Placement has been issued by the Company and is included as Exhibit 99.1 to this Current
Report on Form 8-K.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 29, 2020
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CORNER GROWTH ACQUISITION CORP.
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By:
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/s/ David Kutcher
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Name:
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David Kutcher
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Title:
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Chief Financial Officer
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2
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