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ner Growth Acquisition 2(TRON) - 2024 Q2 - Quarterly Report
2024-08-14 21:02
IPO and Tender Offer - The Company completed its Initial Public Offering on June 21, 2021, raising gross proceeds of $185 million from the sale of 18,500,000 units at $10.00 per unit[109]. - A total of 4,101,830 Class A ordinary shares were validly tendered in the 2022 Tender Offer, with an aggregate purchase price of $41,879,684 at $10.21 per share[112]. - Following the 2022 Tender Offer, 3,304,435 Class A ordinary shares remained outstanding, with 1,860,214 shares subject to possible redemption[115]. - The Company redeemed 1,407,653 Class A ordinary shares in March 2024, resulting in total redemption payments of $16,309,778, or approximately $11.59 per share[118]. Business Combination and Compliance - The Company extended the deadline for consummating a business combination from March 21, 2023, to March 21, 2024, as approved by shareholders[114]. - The Company is required to complete a business combination by December 31, 2024, or face liquidation and redemption of public shares[123]. - The Company received a notice from Nasdaq regarding non-compliance with the minimum 500,000 publicly held shares requirement, with a deadline to submit a compliance plan by June 24, 2024[120]. Financial Position and Performance - As of June 30, 2024, the Company reported a working capital deficit of $4,603,960 and only $18,433 in its operating bank account[124]. - As of June 30, 2024, the Company had cash and marketable securities held in the Trust Account of $5,316,054, down from $21,200,364 as of December 31, 2023, primarily due to redemption payments to shareholders[128]. - For the three months ended June 30, 2024, the Company reported a net income of $69,448, compared to a net loss of $726,763 for the same period in 2023[129][130]. - The net loss for the six months ended June 30, 2024, was $278,302, significantly improved from a net loss of $1,765,571 for the same period in 2023[130]. - The Company is indebted to the Sponsor and its affiliates for $1,643,708 as of June 30, 2024, representing operating and formation costs paid on behalf of the Company[137]. - The Company has not generated any operating revenues until the completion of an initial Business Combination[129]. Going Concern and Financial Doubts - Management has raised substantial doubt about the Company's ability to continue as a going concern for one year from the issuance of the financial statements due to negative financial trends and working capital deficiency[127]. - The Company had $18,433 held outside the Trust Account as of June 30, 2024, used to fund operating expenses[129]. Sponsor and Loans - The Sponsor has agreed to provide Working Capital Loans, which may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant, but no such loans were outstanding as of June 30, 2024[135]. Administrative and Underwriting Fees - The Company incurred $480,000 in administrative service fees, with no expenses recognized since June 21, 2022[136]. - The underwriters of the Initial Public Offering are entitled to a total underwriting discount of $3,700,000, with an additional deferred fee of $6,475,000 payable upon completion of a Business Combination[139]. Regulatory Exemptions - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[145]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act[145]. - The company is exempt from certain compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[145]. - The company is not required to comply with potential Public Company Accounting Oversight Board requirements regarding mandatory audit firm rotation[145]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[146].
ner Growth Acquisition 2(TRON) - 2024 Q1 - Quarterly Report
2024-05-14 22:15
PART I—FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed financial statements for Q1 2024 detail Corner Growth Acquisition Corp. 2's financial position, operations, and cash flows [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets decreased significantly to **$5.3 million** due to redemptions, increasing the shareholders' deficit to **$11.4 million** Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 ($) | December 31, 2023 ($) | | :--- | :--- | :--- | | **Total Assets** | **5,338,967** | **21,242,036** | | Cash and marketable securities held in trust account | 5,259,324 | 21,200,364 | | **Total Liabilities** | **11,504,803** | **10,880,344** | | Due to related party | 1,313,609 | 1,065,496 | | Deferred underwriting fee payable | 6,475,000 | 6,475,000 | | **Class A ordinary shares subject to possible redemption** | **5,259,324** | **21,200,364** | | **Total Shareholders' Deficit** | **(11,425,160)** | **(10,838,672)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net loss improved to **$347,750** in Q1 2024, driven by reduced warrant liability changes and lower operating costs Condensed Statement of Operations (Unaudited) | Item | Three Months Ended March 31, 2024 ($) | Three Months Ended March 31, 2023 ($) | | :--- | :--- | :--- | | Operating and formation costs | (419,747) | (500,469) | | Earnings on marketable securities held in Trust Account | 238,738 | 208,954 | | Change in fair value of warrant liabilities | (166,741) | (747,293) | | **Net income (loss)** | **(347,750)** | **(1,038,808)** | | Basic and diluted net income (loss) per share | (0.06) | (0.13) | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was minimal, with investing proceeds of **$16.18 million** fully used for share redemptions Condensed Statement of Cash Flows Highlights (Unaudited) | Activity | Three Months Ended March 31, 2024 ($) | | :--- | :--- | | Net cash used in operating activities | (190) | | Net cash provided by investing activities | 16,179,778 | | Net cash used in financing activities | (16,179,778) | | **Net change in cash** | **(190)** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, business combination deadline, share redemptions, related-party transactions, and going concern doubts - The company is a Special Purpose Acquisition Company (SPAC) formed to effect a business combination, intending to focus on the technology industry in the United States[16](index=16&type=chunk)[17](index=17&type=chunk) - The deadline to complete a business combination has been extended to **December 31, 2024**. If a combination is not completed by this date, the company will liquidate[36](index=36&type=chunk)[41](index=41&type=chunk) - In March 2024, shareholders redeemed **1,407,653 Class A ordinary shares** for approximately **$16.3 million**, or **$11.59 per share**. After redemptions, **4,927,561 Class A shares** remained outstanding[37](index=37&type=chunk) - Management has determined that the mandatory liquidation date and working capital deficit of **$4.45 million** raise substantial doubt about the company's ability to continue as a going concern[43](index=43&type=chunk)[46](index=46&type=chunk) - As of March 31, 2024, the company is indebted to its Sponsor and affiliates for **$1,313,609** for operating and formation costs paid on its behalf[90](index=90&type=chunk) - The company accounts for its public and private warrants as liabilities, which are re-measured to fair value at each reporting period, with changes recognized in the statement of operations[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, business combination deadline, share redemptions, working capital deficit, going concern doubts, and Nasdaq non-compliance - The company is a blank check company with a purpose to effect a business combination by **December 31, 2024**[124](index=124&type=chunk)[143](index=143&type=chunk) Results of Operations Comparison | Item | Three Months Ended March 31, 2024 ($) | Three Months Ended March 31, 2023 ($) | | :--- | :--- | :--- | | **Net Loss** | **347,750** | **1,038,808** | | Earnings on Trust Account | 238,738 | 208,954 | | Change in fair value of warrant liabilities | (166,741) | (747,293) | | Operating and formation costs | (419,747) | (500,469) | - As of March 31, 2024, the company had a working capital deficit of **$4,449,937** and cash of **$18,780** in its operating account. Management has concluded these conditions raise substantial doubt about its ability to continue as a going concern[144](index=144&type=chunk)[150](index=150&type=chunk) - In March 2024, shareholders redeemed **1,407,653 Class A shares** for approximately **$16.3 million**, reducing the trust account to approximately **$5.3 million**[138](index=138&type=chunk)[151](index=151&type=chunk) - On May 10, 2024, the company received a notice from Nasdaq for non-compliance with the minimum **500,000 publicly held shares** requirement and has until **June 24, 2024**, to submit a compliance plan[140](index=140&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is therefore not required to provide the information requested under this item - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide information for this item[173](index=173&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2024, due to a material weakness in accounting for complex financial instruments - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2024[175](index=175&type=chunk) - A **material weakness** was identified in internal control over financial reporting, as controls around the accounting for certain complex financial instruments were not effectively designed or maintained[175](index=175&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[179](index=179&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[182](index=182&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the risk of Nasdaq delisting due to non-compliance with listing standards, specifically the minimum publicly held shares requirement - There is a significant risk that Nasdaq may delist the company's securities for failure to maintain listing requirements, which could limit investor transactions and reduce liquidity[185](index=185&type=chunk)[187](index=187&type=chunk) - On May 10, 2024, the company received a notice from Nasdaq for not meeting the minimum **500,000 publicly held shares** requirement (Nasdaq Listing Rule 5550(a)(4))[192](index=192&type=chunk) - The company has until **June 24, 2024**, to submit a plan to regain compliance with the minimum publicly held shares requirement[192](index=192&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company reports no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities for the period - None[193](index=193&type=chunk) [Defaults Upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[194](index=194&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[195](index=195&type=chunk) [Other Information](index=52&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q1 2024 - During the first quarter of 2024, no director or officer of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement'[196](index=196&type=chunk) [Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, officer certifications, and XBRL data - The exhibits filed with this report include: - Amended and Restated Memorandum and Articles of Association (and amendments) - Certifications from the CEO and CFO pursuant to Sarbanes-Oxley Act Sections 302 and 906 - XBRL Instance Document and related taxonomy files[197](index=197&type=chunk)
ner Growth Acquisition 2(TRON) - 2023 Q4 - Annual Report
2024-04-01 21:28
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, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 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 or organ ...
ner Growth Acquisition 2(TRON) - 2023 Q3 - Quarterly Report
2023-11-13 21:57
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, 2023 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. 2 (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State o ...
ner Growth Acquisition 2(TRON) - 2023 Q2 - Quarterly Report
2023-08-14 20:51
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 June 30, 2023 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. 2 (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State or oth ...
ner Growth Acquisition 2(TRON) - 2023 Q1 - Quarterly Report
2023-05-15 21:17
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, 2023 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. 2 (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State or ot ...
ner Growth Acquisition 2(TRON) - 2022 Q4 - Annual Report
2023-04-03 22:05
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. 2 (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State or other jurisdiction of incorporation or organ ...
ner Growth Acquisition 2(TRON) - 2022 Q3 - Quarterly Report
2022-11-10 19:43
Table of Contents For the transition period from to CORNER GROWTH ACQUISITION CORP. 2 (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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State o ...
ner Growth Acquisition 2(TRON) - 2022 Q2 - Quarterly Report
2022-08-12 21:25
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 June 30, 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. 2 (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State or oth ...
ner Growth Acquisition 2(TRON) - 2022 Q1 - Quarterly Report
2022-05-16 20:30
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. 2 (Exact name of registrant as specified in its charter) Cayman Islands 001-40510 98-1582723 (State or ot ...