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Corner Growth Acquisition (COOL) - 2023 Q1 - Quarterly Report
2023-05-15 20:42
Financial Performance - The company had a net loss of $2,381,252 for the three months ended March 31, 2023, compared to a net income of $7,896,134 for the same period in 2022[140][141]. - The company has not generated any operating revenues as of March 31, 2023, and is focused on identifying and evaluating prospective initial Business Combination candidates[139]. - The company has a scheduled liquidation date of June 21, 2023, raising substantial doubt about its ability to continue as a going concern[138]. Capital Structure and Funding - The company raised gross proceeds of $400,000,000 from its Initial Public Offering, with offering costs of approximately $22,766,000[126]. - The company placed $400,000,000 of net proceeds from the Initial Public Offering in a trust account, invested in U.S. government securities[128]. - The company plans to use funds for paying existing accounts payable and costs associated with the initial Business Combination[137]. - The underwriter received $8,000,000 in underwriting discounts for the Initial Public Offering, with an additional deferred fee of $4,000,000 after a fee reduction agreement[154]. Shareholder Activity - Shareholders redeemed 38,808,563 Class A ordinary shares for a total of $393,676,799, resulting in a redemption price of approximately $10.14 per share[129]. Liabilities and Obligations - As of March 31, 2023, the company had $29,252 in its operating bank account and a working capital deficit of $1,806,807[134]. - The company is indebted to the Sponsor and its affiliates for $944,540 as of March 31, 2023, which includes $664,540 of operating costs and $280,000 of unpaid administrative fees[136]. - The Company has a total of $280,000 and $320,000 in outstanding fees for administrative services as of March 31, 2023, and December 31, 2022, respectively[149]. Business Combination and Agreements - The company entered into a business combination agreement with Noventiq Holdings PLC, with the closing expected in the second half of 2023[131][132]. - The Company has not entered into any definitive agreements for a Business Combination as of March 31, 2023, and thus no stock-based compensation expense has been recognized[144]. - The Sponsor waived its right to receive any remaining payment obligations under the Administrative Services Agreement on November 18, 2021[148]. Administrative and Operational Costs - As of March 31, 2023, the Company incurred $0 in fees for administrative services, compared to $120,000 for the same period in 2022[149]. - The Sponsor and affiliates paid operating and formation costs of $664,540 on behalf of the Company as of March 31, 2023[150]. Regulatory and Compliance - The Company is subject to transfer restrictions on Founder Shares until the lock-up provisions are remediated, which have not occurred as of March 31, 2023[144]. - The Company has not had any off-balance sheet arrangements or commitments as of March 31, 2023[160]. - The Company adopted ASU 2016-13 as of January 1, 2023, with no impact on its financial statements due to the absence of relevant financial assets[158]. Working Capital - The Company has the right to convert up to $1,500,000 of Working Capital Loans into warrants at a price of $1.50 per warrant[147].
Corner Growth Acquisition (COOL) - 2022 Q4 - Annual Report
2023-03-31 20:52
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 CORNER GROWTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39814 98-1563902 (State or other jurisdiction of incorporation or organiz ...
Corner Growth Acquisition (COOL) - 2022 Q3 - Quarterly Report
2022-11-10 19:31
Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant COOLU The Nasdaq Stock Market Class A ordinary share, par value $0.0001 per share COOL The Nasdaq Stock Market Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 COOLW The Nasdaq Stock Market UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 ...
Corner Growth Acquisition (COOL) - 2022 Q2 - Quarterly Report
2022-08-12 21:15
PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's pre-business combination financial statements show a balance sheet dominated by trust account assets and a net income driven by non-cash warrant liability changes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, the company held $400.8 million in its Trust Account, with a significant decrease in warrant liabilities improving the shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Balance Sheet Items | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $169,812 | $646,558 | | Cash and marketable securities held in Trust Account | $400,769,393 | $400,142,570 | | **Total Assets** | **$401,112,717** | **$401,148,599** | | **Liabilities & Shareholders' Deficit** | | | | Warrant liabilities | $1,059,227 | $14,520,000 | | Deferred underwriting fee payable | $14,000,000 | $14,000,000 | | Total Liabilities | $15,531,233 | $28,715,343 | | Total Shareholders' Deficit | $(15,187,909) | $(27,566,744) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for H1 2022 was $13.1 million, primarily driven by a $13.5 million non-cash gain from the change in fair value of warrant liabilities Statement of Operations Highlights (Unaudited) | Item | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Operating and formation costs | $(939,368) | $(893,188) | | Change in fair value of warrant liabilities | $13,460,773 | $(3,634,667) | | **Net income (loss)** | **$13,148,228** | **$(4,444,339)** | | Basic and diluted net income (loss) per share | $0.26 | $(0.09) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $406,746 for the six months ended June 30, 2022, resulting in a decreased period-end cash balance Cash Flow Summary (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(406,746) | $(621,352) | | Net cash used in financing activities | $(70,000) | $(37,554) | | **Net change in cash** | **$(476,746)** | **$(658,906)** | | **Cash at end of the period** | **$169,812** | **$1,258,029** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, accounting policies for warrants and redeemable shares, and substantial doubt about its ability to continue as a going concern - The company was incorporated to effect a business combination and intends to focus on the technology industry, with **no operating revenue until a business combination is complete**[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Management has determined that the mandatory liquidation date of December 21, 2022, raises **substantial doubt about the company's ability to continue as a going concern**[37](index=37&type=chunk)[112](index=112&type=chunk) - Warrant liabilities, measured at fair value, **decreased from $14,520,000 to $1,059,227** in the first half of 2022[93](index=93&type=chunk)[98](index=98&type=chunk) - The company has a commitment to pay a **deferred underwriting fee of $14,000,000** from the Trust Account upon completion of a Business Combination[75](index=75&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The company is a blank check entity facing a December 2022 liquidation deadline with substantial doubt about its going concern status and insufficient working capital - The company is a blank check company formed to effect a business combination, with a focus on the **technology industry** in the United States and other developed countries[102](index=102&type=chunk) - The company has until **December 21, 2022**, to complete a Business Combination or it will be required to liquidate[107](index=107&type=chunk) - Management believes the company **will not have sufficient working capital** and has determined the mandatory liquidation date raises **substantial doubt about its ability to continue as a going concern**[111](index=111&type=chunk)[112](index=112&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Six Months Ended June 30, 2022 | $13,148,228 | $13.5M gain on warrant liabilities, $0.6M earnings on trust account, offset by $0.9M operating costs | | Six Months Ended June 30, 2021 | $(4,444,339) | $3.6M loss on warrant liabilities and $0.9M operating costs, offset by $0.1M earnings on trust account | [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is **not required to provide quantitative and qualitative disclosures about market risk**[131](index=131&type=chunk) [Disclosure Controls and Procedures](index=23&type=section&id=Item%204.%20Disclosure%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2022, due to a material weakness in internal control - Management evaluated the effectiveness of disclosure controls and procedures and concluded they were **not effective as of June 30, 2022**[133](index=133&type=chunk) - The ineffectiveness is due to a **material weakness in internal control over financial reporting** related to accounting for complex financial instruments[133](index=133&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - There are **no legal proceedings** to report[138](index=138&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor has been added concerning a potential CFIUS review of a business combination due to the sponsor's funding sources - A new risk factor has been added regarding potential review of a Business Combination by the **Committee on Foreign Investment in the United States (CFIUS)**[140](index=140&type=chunk)[141](index=141&type=chunk) - The risk arises because **non-U.S. persons made the majority of capital contributions to the sponsor**, which could lead to a CFIUS review that may delay or prohibit a transaction[143](index=143&type=chunk)[144](index=144&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds during the period - None[145](index=145&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reports no other material information for the period - None[148](index=148&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) Filed exhibits include required CEO and CFO certifications and Inline XBRL documents - Exhibits filed include **CEO and CFO certifications** pursuant to Sarbanes-Oxley Sections 302 and 906, and various Inline XBRL files[150](index=150&type=chunk)
Corner Growth Acquisition (COOL) - 2022 Q1 - Quarterly Report
2022-05-16 20:22
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CORNER GROWTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) CaymanIslands (State or other jurisdiction of inco ...
Corner Growth Acquisition (COOL) - 2021 Q4 - Annual Report
2022-03-31 20:49
Table of Contents Title of each classTrading 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 COOLU The Nasdaq Stock Market LLC Class A Ordinary Shares included as part of the units COOL The Nasdaq Stock Market LLC 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 COOLW The Nasdaq Stock Market LLC UNIT ...
Corner Growth Acquisition (COOL) - 2021 Q3 - Quarterly Report
2021-11-19 22:14
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CORNER GROWTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39814 98-1563902 (State or ...
Corner Growth Acquisition (COOL) - 2021 Q2 - Quarterly Report
2021-08-17 20:07
[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) For the six months ended June 30, 2021, Corner Growth Acquisition Corp. reported a net loss of $4.44 million, driven by warrant liability changes, with total assets of $401.9 million [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2021, the company reported total assets of $401.9 million, with $400.1 million in trust, and total liabilities of $39.4 million, including a $25.2 million warrant liability Condensed Balance Sheet Highlights (as of June 30, 2021) | Category | June 30, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,258,029 | $1,916,935 | | Cash and marketable securities held in trust account | $400,089,222 | $400,005,705 | | **Total Assets** | **$401,910,487** | **$402,687,713** | | **Liabilities & Equity** | | | | Warrant liability | $25,196,000 | $21,561,333 | | Deferred underwriting fee payable | $14,000,000 | $14,000,000 | | Total Liabilities | $39,390,345 | $35,723,230 | | Class A ordinary shares subject to possible redemption | $357,520,140 | $361,964,477 | | Total Shareholders' Equity | $5,000,002 | $5,000,006 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the six months ended June 30, 2021, the company reported a net loss of $4.44 million, primarily due to a $3.63 million non-cash expense from warrant liability changes Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Operating and formation costs | $(394,973) | $(893,188) | | Change in fair value of warrant liabilities | $(4,472,000) | $(3,634,667) | | Unrealized gain on marketable securities | $13,986 | $83,516 | | **Net loss** | **$(4,852,987)** | **$(4,444,339)** | | Basic and diluted net loss per share (Non-redeemable) | $(0.35) | $(0.33) | [Unaudited Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity remained stable at approximately $5.0 million, while the accumulated deficit increased from $1.13 million to $5.57 million due to net losses - The accumulated deficit grew significantly from **$(1,130,197)** at the start of the year to **$(5,574,536)** by June 30, 2021, reflecting the net losses incurred during the period[17](index=17&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was $621,352, with a total cash decrease of $658,906 Cash Flow Summary (Six Months Ended June 30, 2021) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | $(621,352) | | Net cash used in financing activities | $(37,554) | | **Net change in cash** | **$(658,906)** | | Cash at beginning of the period | $1,916,935 | | **Cash at end of the period** | **$1,258,029** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC formation, $400 million IPO, warrant accounting as liabilities, related-party transactions, and identified material weakness in internal controls - The company is a blank check company formed to effect a business combination, with a focus on the technology industry in the United States[21](index=21&type=chunk)[22](index=22&type=chunk) - On December 21, 2020, the company completed its Initial Public Offering (IPO) of **40,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$400,000,000**[24](index=24&type=chunk) - The company accounts for its public and private warrants as liabilities at fair value, with changes in fair value recognized in the statement of operations[43](index=43&type=chunk)[44](index=44&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company, with no operations, incurred a $4.4 million net loss for the six months ended June 30, 2021, primarily from warrant liability changes, while seeking a business combination - The company is a blank check company incorporated for the purpose of effecting a business combination, focusing on the technology industry in the United States and other developed countries[103](index=103&type=chunk) - If a Business Combination is not completed by **December 21, 2022**, the company will cease operations and redeem its public shares[109](index=109&type=chunk) Financial Results Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2021** | $(4,852,987) | Change in warrant liability fair value of $(4.5M) and G&A expenses of $0.4M | | **Six Months Ended June 30, 2021** | $(4,444,339) | Change in warrant liability fair value of $(3.6M) and G&A expenses of $0.9M | [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[129](index=129&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2021, disclosure controls were deemed ineffective due to a material weakness in warrant accounting, despite management's belief in materially fair financial statements - The CEO and CFO concluded that disclosure controls and procedures were not effective as of **June 30, 2021**[131](index=131&type=chunk) - A material weakness was identified in internal control over financial reporting related to the accounting for warrants, which were reclassified from equity to liability following an SEC staff statement on **April 12, 2021**[132](index=132&type=chunk) [PART II – OTHER INFORMATION](index=26&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[135](index=135&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Form 10-K/A filed on May 24, 2021 - No material changes have occurred to the risk factors disclosed in the Form 10-K/A filed with the SEC on **May 24, 2021**[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered sales of equity securities or use of proceeds from registered securities - None reported[137](index=137&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None reported[140](index=140&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including CEO and CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications and XBRL interactive data files[141](index=141&type=chunk)
Corner Growth Acquisition (COOL) - 2021 Q1 - Quarterly Report
2021-05-28 01:57
Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant COOLU The Nasdaq Stock Market LLC Class A ordinary share, par value $0.0001 per share COOL The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 COOLW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2 ...
Corner Growth Acquisition (COOL) - 2020 Q4 - Annual Report
2021-03-31 01:47
Table of Contents Title of each classTrading 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 COOLU The Nasdaq Stock Market LLC Class A Ordinary Shares included as part of the units COOL The Nasdaq Stock Market LLC 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 COOLW The Nasdaq Stock Market LLC UNIT ...