Corner Growth 2 (NASDAQ: TRONW) approves 49-for-1 bonus share issue

Rhea-AI Filing Summary

Corner Growth Acquisition Corp. 2 reported results of a September 2, 2025 extraordinary general meeting where shareholders approved major changes to its capital structure and governing documents. Investors authorized an increase in share capital from US $33,100 (300,000,000 Class A ordinary shares, 30,000,000 Class B ordinary shares, and 1,000,000 preference shares, all at $0.0001 par value) to US $85,000, now divided into 600,000,000 Class A ordinary shares, 30,000,000 Class B ordinary shares, and 220,000,000 preference shares.

Shareholders also approved issuing forty-nine bonus ordinary shares for each outstanding ordinary share, with each bonus share matching the class of the underlying share. In addition, they adopted a revised Article 49.10, which continues to restrict issuing new securities before a business combination if they could access trust funds or vote as a class with public shares on key matters. All three proposals passed with 4,625,114 votes for, 150 against, and 6,085 abstentions. Only 213 public Class A shares were redeemed, and the amendments were filed in Cayman on September 3, 2025.

Insights

SPAC capital structure and governance analyst

Corner Growth 2 shareholders backed a large capital increase, pro rata bonus shares, and tightened pre-merger issuance limits.

The meeting approved expanding authorized capital to 600,000,000 Class A ordinary shares, 30,000,000 Class B ordinary shares, and 220,000,000 preference shares, all at $0.0001 par value. This gives the company significant flexibility to issue additional equity, including a much larger pool of preference shares, in connection with a future business combination or other transactions, subject to its amended charter constraints.

The bonus share issuance of forty-nine ordinary shares for each existing ordinary share functions economically like a large stock split, because it applies to all outstanding ordinary shares (including those underlying units). Individual stakes remain proportionate, but the share count rises sharply. The revised Article 49.10 preserves investor protections by continuing to prohibit, without ordinary resolution, issuing securities that can draw on the trust account or vote as a class with public shares on an initial business combination, related proposals, or extensions beyond 30 months from the IPO closing. Strong support — 4,625,114 votes in favor versus 150 against — and redemptions of only 213 public Class A shares suggest broad holder alignment with these changes within the context provided.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

CORNER GROWTH ACQUISITION CORP. 2

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40510		98-1582723
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

418 Broadway, #6592 Albany, NY		12207
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (347) 268-7868

(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 (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant		None		None
Class A Ordinary Shares included as part of the units		None		None
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		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 2, 2025, Corner Growth Acquisition Corp. 2 (the “Company”) held an extraordinary general meeting (the “Meeting”) to (i) approve, by special resolution and pursuant to the terms of the Company’s amended and restated memorandum and articles of association, as amended (the “Articles”), an amendment to the Articles (the “Authorized Capital Increase Proposal”) to increase the Company’s authorized share capital from (a) US $33,100 divided into 300,000,000 Class A ordinary shares of par value US $0.0001 each (“Class A Shares”), 30,000,000 Class B ordinary shares of par value US $0.0001 each (“Class B Shares”) (the Class A Shares and Class B Shares referred to together as the “Ordinary Shares”) and 1,000,000 preference shares of par value US $0.0001 each (“Preference Shares”) to (b) US $85,000 divided into 600,000,000 Class A Shares of par value US $0.0001 each, 30,000,000 Class B Shares of par value US $0.0001 each, and 220,000,000 Preference Shares of par value US $0.0001 each (the “Share Capital Increase”); (ii) to approve, by ordinary resolution and pursuant to the terms of the Articles (the “Bonus Share Issuance Proposal”), the use of a portion of the Share Capital Increase to issue forty-nine (49) Ordinary Shares (“Bonus Shares”) in respect of each of the Company’s outstanding Ordinary Shares (including those underlying outstanding units), with such Bonus Shares issued within the same class as the Ordinary Shares with respect to which they are issued; and (iii) to approve, by special resolution and pursuant to the terms of the Articles (the “Article 49.10 Amendment Proposal”), an amendment to the Articles to delete in its entirety current Article 49.10 thereof and replace it as follows: “49.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not without the approval of the Company by way of ordinary resolution issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with the Public Shares: (i) on the Company’s initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to: (x) extend the time the Company has to consummate a business combination beyond 30 months from the closing of the IPO; or (y) amend this Article 49.10.” An aggregate of 4,638,412 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of August 7, 2025, were represented in person or by proxy at the Meeting.

The Company’s shareholders voted on the following proposals at the Meeting, which were approved:

(1) Proposal No. 1 — The Authorized Capital Increase Proposal —The following is a tabulation of the votes with respect to the Authorized Capital Increase Proposal:

For		Against		Abstain		Broker Non-Votes
4,625,114		150		6,085		0

(2) Proposal No. 2 — The Bonus Share Issuance Proposal —The following is a tabulation of the votes with respect to the Bonus Share Issuance Proposal:

For		Against		Abstain		Broker Non-Votes
4,625,114		150		6,085		0

(3) Proposal No. 3 — The Article 49.10 Amendment Proposal —The following is a tabulation of the votes with respect to the Article 49.10 Amendment Proposal:

For		Against		Abstain		Broker Non-Votes
4,625,114		150		6,085		0

In connection with the Meeting, public holders of an aggregate of 213 Class A ordinary shares of the Company sold in its initial public offering (“public shares”) exercised, and did not reverse, their right to redeem their public shares. 

On September 3, 2025, the Company filed an amendment to the Articles with the Cayman Islands Registrar of Companies to effectuate the foregoing proposals. A copy of the amendment is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

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.

	CORNER GROWTH ACQUISITION CORP. 2
Dated: September 5, 2025	By:	/s/ Hao Tian
		Hao Tian
		Chief Executive Officer

3

FAQ

What did Corner Growth Acquisition Corp. 2 (TRONW) shareholders approve at the September 2, 2025 meeting?

Shareholders approved three items: a share capital increase to expand authorized Class A, Class B, and preference shares; a bonus share issuance of forty-nine ordinary shares for each outstanding ordinary share; and an amendment to Article 49.10 that maintains restrictions on issuing securities before a business combination if they could access trust funds or vote as a class with public shares on key matters.

How did Corner Growth 2 change its authorized share capital?

The company increased its authorized share capital from US $33,100 (300,000,000 Class A ordinary shares, 30,000,000 Class B ordinary shares, and 1,000,000 preference shares) to US $85,000, now divided into 600,000,000 Class A ordinary shares, 30,000,000 Class B ordinary shares, and 220,000,000 preference shares, each with a par value of $0.0001.

What is the bonus share issuance approved by Corner Growth Acquisition Corp. 2?

The approved Bonus Share Issuance Proposal authorizes the company to issue forty-nine (49) ordinary Bonus Shares in respect of each outstanding ordinary share, including those underlying outstanding units. Each bonus share is issued within the same class as the ordinary share to which it relates, so Class A holders receive Class A bonus shares and Class B holders receive Class B bonus shares.

What changes were made to Article 49.10 of Corner Growth 2’s Articles?

The new Article 49.10 provides that, after public shares are issued and before a business combination is completed, the company shall not, without approval by ordinary resolution, issue additional shares or other securities that would entitle holders to receive funds from the trust account or vote as a class with public shares on an initial business combination, related proposals, or amendments extending the combination deadline beyond 30 months from the IPO closing or changing Article 49.10.

How strong was shareholder support for Corner Growth 2’s proposals and were many shares redeemed?

Each of the three proposals received 4,625,114 votes in favor, with 150 votes against and 6,085 abstentions, and no broker non-votes. In connection with the meeting, public holders of an aggregate of 213 Class A ordinary shares exercised and did not reverse their redemption rights.

When did the amendments to Corner Growth 2’s Articles take legal effect?

On September 3, 2025, the company filed an amendment to its amended and restated memorandum and articles of association with the Cayman Islands Registrar of Companies to implement the approved share capital increase, bonus share issuance authorization, and the revised Article 49.10.