Announces launch of a fixed price tender offer
to purchase and redeem its Class A Ordinary Shares at a purchase
price of $10.21
Corner Growth Acquisition Corp. 2 (NASDAQ: TRONU, TRON, TRONW)
(“Corner Growth” or the “Company”) today launched a fixed price
tender offer (the “Tender Offer”) to purchase and redeem its Class
A Ordinary Shares (the “Shares”) at a purchase price of $10.21 per
share. On October 20, 2022, the closing price of the Shares was
$10.14 per share. The tender offer commenced today and is expected
to expire at 5:00 p.m., New York City Time, on December 5, 2022,
unless the offer is extended.
As of June 30, 2022, the $74,440,624 remaining in the Company’s
trust account (the “Trust Account”) after redemptions were
processed in connection with Extension Proposal described below
remained 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 meeting the
conditions of Rule 2a-7 of the Investment Company Act of 1940, as
amended.
As further described below, the Company’s sponsor, CGA Sponsor
2, LLC (the “Sponsor”) has made monthly payments of $0.033 per
Class A Ordinary Share from June 21, 2022 through September 21,
2022 to the Trust Account as set forth in the Company’s Form 8-K
filed on June 14, 2022.
The Sponsor may elect to make additional contributions to the
Trust Account in the future for those shareholders who do not
redeem in connection with this Tender Offer. If the Sponsor decides
to make any further contributions, such amount and the time period
during which the Sponsor will make such contributions will be
announced by press release prior to the close of the Tender
Offer.
Background and Summary of the Tender
Offer
The Company completed its IPO on June 21, 2021. At that time,
its Articles of Association provided that the time by which the
Company must either consummate a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities or otherwise
liquidate the amount in trust was June 21, 2022 (the “Original
Termination Date”). On June 16, 2022, the Company’s shareholders
approved an extension proposal (the “Extension Proposal”) which
extended the Original Termination Date to July 21, 2022 (the
“Extended Date”) and authorized the Company, without another
shareholder vote, to extend the date to consummate a business
combination on a monthly basis for up to eight times by an
additional month each time after the Extended Date, for a total of
up to nine months to March 21, 2023, unless the closing of a
business combination shall have occurred. In connection with the
Extension Proposal, the Company announced on June 10, 2022, that
its Sponsor agreed to deposit into the trust account an aggregate
of $0.033 per share for each month of the Extension period up and
until October 21, 2022, resulting in a maximum contribution of
$0.132 per share of the Shares that was not redeemed in connection
with the Extension Proposal. The Company further announced that in
the event it further extends the Extended Date beyond October 21,
2022 in accordance with the Extension Proposal, the holders of the
Shares who do not redeem their shares in connection with the
Extension Proposal will be provided with the opportunity to redeem
their shares on or about October 21, 2022.
Under the terms of the tender offer, stockholders who tender
their shares will receive a fixed price of $10.21 for each share.
The Tender Offer is not conditioned on the tender of any minimum
number of the Shares. The Tender Offer is, however, subject to the
following conditions: (i) the amount of the Company’s net tangible
assets shall not be less than $5,000,001 after accounting for the
purchase of shares tendered in this Tender Offer (which may not be
waived by the Company); and (ii) other customary conditions (which
may be waived by the Company in its sole and absolute
discretion).
Additional Information Regarding the
Tender Offer
This press release is for informational purposes only. This
press release is not a recommendation to buy or sell Shares or any
other securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell Shares or any other securities. A
tender offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and related materials, has been
filed with the United States Securities and Exchange Commission
(the “SEC”) by Corner Growth. The tender offer is only made
pursuant to the offer to purchase, the letter of transmittal and
related materials filed as a part of the Schedule TO. Stockholders
should read carefully the offer to purchase, letter of transmittal
and related materials because they contain important information,
including the various terms of, and conditions to, the tender
offer. Stockholders will be able to obtain a free copy of the
tender offer statement on Schedule TO, the offer to purchase,
letter of transmittal and other documents that Corner Growth has
filed with the SEC at the SEC’s website at www.sec.gov or by
calling Morrow Sodali LLC, the information agent for the tender
offer, at (800) 662-5200 (toll free) for individuals or (203)
658-9400 for banks and brokerages, or via email at
TRON.info@investor.morrowsodali.com.
About Corner Growth
Corner Growth Acquisition Corp. 2 is a special purpose
acquisition company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. Led by
Co-Chairman John Cadeddu, Co-Chairman and Chief Executive Officer
Marvin Tien and a team of venture capital investors, the Company
raised $185 Million in an IPO in June of 2021.
Forward Looking
Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The Company’s actual
results may differ from its expectations, estimates and projections
and consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or
the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, Company’s commitment to
funding the Monthly Contributions, the Company’s expectations with
respect to future performance and anticipated financial impacts of
the non-binding letter of intent that it has entered into with a
differentiated food tech platform for an initial business
combination. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors
are outside the Company’s control and are difficult to predict. The
Company cautions investors not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Actual results may differ materially from those in
forward-looking information as a result of various factors, some of
which are beyond the Company’s control, including, but not limited
to, those discussed in the Company’s most recent Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on
March 31, 2022, and subsequent SEC filings, including risks related
to market conditions, the disruption caused by the COVID-19
pandemic, which has and is expected to continue to materially
affect our business, financial condition and results of operations
and cash flows for an extended period of time. Due to such risks
and uncertainties and other factors, the Company cautions each
person receiving such forward-looking information not to place
undue reliance on such statements. Further, such forward- looking
statements speak only as of the date of this press release and the
Company undertakes no obligations to update any forward looking
statement to reflect events or circumstances after the date of this
press release or to reflect the occurrence of unanticipated
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221021005444/en/
Company Contact: Kevin Tanaka, Director of Corporate
Development Corner Growth Acquisition Corp. 2
kevin@cornercapitalmgmt.com
Media Contact: Brian Ruby, ICR Brian.ruby@icrinc.com
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