Corner Growth SEC Filings

Corner Growth Acquisition Corp. is seeking shareholder approval at an extraordinary general meeting for two linked amendments to its Articles: an Authorized Capital Increase to raise authorized preference shares and an Article 49.10 amendment to permit issuance of new non-voting preference shares. The stated objective is to enable a 1-for-1 exchange of certain founder/public Class A shares for non-voting Preference Shares held by the Sponsors and thereby increase the percentage of Ordinary Shares held by public shareholders to approximately 10% to seek listing on the OTCQB. Both Fundamental Proposals are cross-conditioned and require approval by at least two-thirds of votes cast.

Public shareholders may redeem now; based on the Trust Account balance of approximately $2.0 million as of August 7, 2025, the proxy anticipates an estimated per-share redemption of about $11.51. The Withdrawal Amount will reduce the Trust Account and could leave only a small fraction of the ~$2.0 million, possibly requiring additional funding to complete an initial business combination. The Sponsors collectively beneficially own about 99% of outstanding shares and have indicated they intend to vote in favor. Record date for voting is August 7, 2025 and total outstanding Ordinary Shares on that date were 9,998,653 (including 173,653 public Class A shares).

Corner Growth Acquisition Corp. is a blank-check company formed to complete a business combination and has not commenced operations. As of June 30, 2025, the Trust Account held $2,000,592 in cash and marketable securities while the Company had $0 in operating cash and a working capital deficit of $42,137. The Company has an executed Business Combination Agreement with Noventiq that would convert Company shares and warrants into Parent securities and contingent consideration. Nasdaq removed the Company’s securities from listing and trading was suspended, and management discloses substantial doubt about the Company’s ability to continue as a going concern for one year. For the six months ended June 30, 2025 the Company reported net income of $154,265, driven by trust account earnings and warrant fair-value changes, and an accumulated deficit of $5.94 million. Sponsor, underwriter and warrant arrangements were modified, including cancellation of Private Placement Warrants and revised deferred fee terms.

Corner Growth Acquisition Corp. filed an 8-K announcing a new working-capital facility. On 7 Aug 2025, affiliate Ringwood Field, LLC agreed to lend the SPAC up to $1.0 million through a non-interest-bearing promissory note (the “Note”). Principal is payable only upon the consummation of a merger, share exchange, asset purchase or similar Business Combination; if no deal closes, the Note will be forgiven except to the extent of funds held outside the IPO trust account.

Upon closing of a Business Combination, Ringwood may, at its option, convert any or all outstanding principal into private-placement-style warrants at a $1.50 per share conversion price. The warrants will be identical to those sold in the Company’s IPO.

The facility strengthens short-term liquidity without immediate equity dilution, but the optional warrant conversion could expand the post-combination share count. The Note was issued under the Securities Act Section 4(a)(2) private-placement exemption. No other material financial information was included.