Corner Growth Acquisition (COOL) - 2021 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION Financial Statements 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 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 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 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] Unaudited Condensed Statements of Cash Flows 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 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][22] - 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] - 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][44] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - If a Business Combination is not completed by December 21, 2022, the company will cease operations and redeem its public shares[109] 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 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] Controls and Procedures 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] - 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] PART II – OTHER INFORMATION Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[135] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds from registered securities - None reported[137] Other Information The company reported no other information - None reported[140] Exhibits 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]