Corner Growth Seeks Capital Hike, Charter Change to Relist on OTCQB

TL;DR

**CGAC is making a last-ditch effort to stay alive and relist on OTCQB; if you're a public shareholder, redeem now or risk getting nothing if they fail to find a deal by December 31, 2025.**

AI Summary

Corner Growth Acquisition Corp. (CGAC) is holding an Extraordinary General Meeting on September 15, 2025, to vote on two critical proposals aimed at relisting its securities on the OTCQB and facilitating a future business combination. The first, the Authorized Capital Increase Proposal, seeks to raise the authorized share capital from $33,100 to $34,000, specifically increasing preference shares from 1,000,000 to 10,000,000, each with a par value of $0.0001. The second, the Article 49.10 Amendment Proposal, will allow CGAC to issue non-voting preference shares in exchange for Class A ordinary shares held by its Sponsors, Ringwood Field, LLC and CGA Sponsor, LLC. These changes are designed to increase public shareholder ownership to approximately 10%, a requirement for OTCQB listing, following the delisting from Nasdaq in June 2024. As of August 7, 2025, the Trust Account held approximately $2.0 million, with an anticipated per-share redemption price of $11.51. The company faces a December 31, 2025, deadline to complete a business combination, or it will liquidate, with warrants expiring worthless.

Why It Matters

This filing is crucial for investors as Corner Growth Acquisition Corp. is attempting to revive its path to a business combination after being delisted from Nasdaq in June 2024. Approval of these proposals is essential for the company to relist on the OTCQB, which requires at least 10% public shareholder ownership, and to continue its search for a target. Failure to pass these proposals or complete a business combination by December 31, 2025, will lead to liquidation, impacting public shareholders who do not redeem their shares and rendering warrants worthless. This move highlights the increasing pressure on SPACs to find suitable targets and maintain listing compliance in a competitive market.

Risk Assessment

Risk Level: high — The risk level is high because Corner Growth Acquisition Corp. was delisted from Nasdaq in June 2024 and faces liquidation if it does not complete a business combination by December 31, 2025. The company's Trust Account held only approximately $2.0 million as of August 7, 2025, and redemptions could further reduce this, making it difficult to fund a future acquisition. Warrants will expire worthless in the event of liquidation.

Analyst Insight

Investors holding Class A Shares should seriously consider exercising their redemption rights by September 11, 2025, to receive approximately $11.51 per share from the Trust Account. Given the high risk of liquidation by December 31, 2025, and the uncertainty of securing a business combination or OTCQB listing, redeeming now offers a guaranteed return.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$2.0 million

revenue Growth

N/A

Key Numbers

• $33,100 — Current authorized share capital (Proposed to increase to $34,000)
• $34,000 — Proposed authorized share capital (Increase from $33,100 to allow for preference share exchange)
• 1,000,000 — Current authorized preference shares (Proposed to increase to 10,000,000)
• 10,000,000 — Proposed authorized preference shares (Increase from 1,000,000 to facilitate preference share exchange)
• $0.0001 — Par value per share (Applies to Class A, Class B, and Preference Shares)
• 10% — Required public shareholder ownership (For listing on the OTCQB)
• $2.0 million — Trust Account balance (As of August 7, 2025, prior to redemptions)
• $11.51 — Anticipated per-share redemption price (Based on Trust Account balance as of August 7, 2025)
• 99% — Sponsors' beneficial ownership (Percentage of total outstanding shares, indicating likely approval of proposals)
• December 31, 2025 — Business Combination Outside Date (Deadline for CGAC to complete an initial business combination or liquidate)

Key Players & Entities

• Corner Growth Acquisition Corp. (company) — Registrant and SPAC
• Nasdaq Stock Market (regulator) — Exchange from which CGAC was delisted in June 2024
• OTCQB (regulator) — Target exchange for relisting
• Ringwood Field, LLC (company) — Current Sponsor of CGAC
• CGA Sponsor, LLC (company) — Prior Sponsor of CGAC
• Xixuan Hei (person) — Chairman of Corner Growth Acquisition Corp.
• Continental Stock Transfer & Trust Company (company) — Transfer Agent for share redemption
• Clear Trust, LLC (company) — Proxy solicitor for CGAC
• Cayman Islands (regulator) — Jurisdiction of incorporation for CGAC

FAQ

Risk Factors

• Failure to Obtain OTCQB Listing [high — regulatory]: The company faces a critical deadline of December 31, 2025, to complete a business combination. Failure to approve the Authorized Capital Increase Proposal and the Article 49.10 Amendment Proposal will prevent CGAC from meeting the approximately 10% public shareholder ownership requirement for OTCQB listing, potentially leading to liquidation.
• Business Combination Deadline [high — operational]: CGAC must complete a business combination by December 31, 2025. If a business combination is not consummated by this date, the company will cease operations, redeem public shares, and liquidate, with warrants expiring worthless.
• Trust Account Depletion Risk [medium — financial]: Shareholder redemptions in connection with the Extraordinary General Meeting could significantly reduce the Trust Account balance, which was approximately $2.0 million as of August 7, 2025. This depletion may necessitate additional funding for a business combination, with no assurance of availability.
• Warrant Expiration [medium — legal]: Warrants held by investors will expire worthless if the company liquidates. This occurs if a business combination is not completed by December 31, 2025.

Industry Context

Corner Growth Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) industry. The SPAC market has seen significant volatility, with increased regulatory scrutiny and a challenging environment for completing business combinations. Companies like CGAC, which have been delisted from major exchanges, face pressure to relist on over-the-counter markets and execute a merger before their deadlines.

Regulatory Implications

The proposed changes are driven by the need to meet OTCQB listing requirements, specifically the minimum public float percentage. Failure to secure these approvals could lead to the company's liquidation, impacting all stakeholders. The company must also comply with Cayman Islands law regarding dissolution and creditor claims.

What Investors Should Do

1. Vote on Fundamental Proposals
2. Consider Redemption
3. Monitor Business Combination Progress

Key Dates

• 2025-09-15: Extraordinary General Meeting — Shareholders will vote on proposals to increase authorized capital and amend articles to facilitate OTCQB relisting and a future business combination.
• 2025-09-11: Deadline to Demand Redemption — Shareholders must tender share certificates by this date to redeem shares prior to the Extraordinary General Meeting.
• 2024-06-01: Delisting from Nasdaq — The company's securities were delisted from the Nasdaq Stock Market, necessitating the current efforts to relist on OTCQB.
• 2025-12-31: Business Combination Outside Date — The deadline by which CGAC must complete a business combination or face liquidation and dissolution.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document outlines the proposals CGAC shareholders are voting on, including capital increases and article amendments.)

Trust Account

An account established by special purpose acquisition companies (SPACs) to hold the proceeds from an initial public offering (IPO) until a business combination is completed. (The Trust Account balance of approximately $2.0 million as of August 7, 2025, determines the per-share redemption price and is crucial for the company's financial stability.)

Business Combination

The acquisition of a target company by a SPAC, which is the primary purpose of a SPAC's existence. (CGAC must complete a business combination by December 31, 2025, to avoid liquidation.)

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an IPO for the purpose of acquiring an existing company. (Corner Growth Acquisition Corp. is a SPAC.)

Preference Shares

A class of shares that has a higher claim on assets and earnings than common stock, often with fixed dividends and no voting rights. (The proposed increase in authorized preference shares is to facilitate an exchange with sponsors, a key step for OTCQB relisting.)

OTCQB

A tier of the OTC Markets Group that provides a public market for early-stage and development-stage companies. (CGAC aims to relist its securities on the OTCQB, which has specific listing requirements, including public float percentage.)

Year-Over-Year Comparison

This DEF 14A filing represents a critical juncture for Corner Growth Acquisition Corp. following its delisting from Nasdaq in June 2024. Unlike previous filings focused on the initial IPO and business combination search, this document details specific proposals aimed at enabling a relisting on the OTCQB. Key metrics such as revenue, net income, and margins are not applicable as CGAC is a SPAC that has not yet completed a business combination. The primary focus is on the structural changes required to meet listing requirements and the impending December 31, 2025, deadline for a business combination, which introduces significant new risks compared to earlier stages.

Key Financial Figures

• $33,100 — 's authorized share capital from (a) US $33,100 divided into 300,000,000 Class A ordina
• $0.0001 — Class A ordinary shares of par value US $0.0001 each ("Class A Shares"), 30,000,000 Cla
• $34,000 — 01 each ("Preference Shares") to (b) US $34,000 divided into 300,000,000 Class A Shares
• $2.0 m — August 7, 2025, which was approximately $2.0 million, we anticipate that the per-share
• $11.51 — the Trust Account will be approximately $11.51 at the time of the Extraordinary Genera
• $2.0 million — y a small fraction of the approximately $2.0 million that was in the Trust Account as of Aug
• $100,000 — franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses

Filing Documents

• cgac_def14a.htm (DEF 14A) — 373KB
• 0001477932-25-006342.txt ( ) — 374KB

From the Filing

DEF 14A 1 cgac_def14a.htm DEF 14A cgac_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 Corner Growth Acquisition Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 Corner Growth Acquisition Corp. A Cayman Islands Exempted Company 418 Broadway, #6183 Albany, NY 12207 NOTICE OF EXTRAORDINARY GENERAL MEETING To Be Held at 11:30 a.m. Eastern Time on September 15, 2025 Dear Shareholders: NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Extraordinary General Meeting") of Corner Growth Acquisition Corp. ("Corner Growth," "CGAC," the "Company," "we," "us" or "our"), a Cayman Islands exempted company, will be held at 11:30 a.m. Eastern Time, on September 15, 2025, virtually, at www.cleartrustonline.com/cgac, or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed. The accompanying proxy statement (the "Proxy Statement") is dated August 28, 2025 and is first being mailed to shareholders of the Company on or about that date. The purposes of the Extraordinary General Meeting are to: consider and vote on a proposal (the "Authorized Capital Increase Proposal") to 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 in the form set forth in Annex A to the accompanying Proxy Statement 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 $34,000 divided into 300,000,000 Class A Shares of par value US $0.0001 each, 30,000,000 Class B Shares of par value US $0.0001 each, and 10,000,000 Preference Shares of par value US $0.0001 each (the "Share Capital Increase"); consider and vote on a proposal (the "Article 49.10 Amendment Proposal" and, together with the Authorized Capital Increase Proposal, the "Fundamental Proposals") to approve, by special resolution and pursuant to the terms of the Articles, an amendment to the Articles in the form set forth in Annex B to the accompanying Proxy Statement 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"; and if necessary, to consider and vote on a proposal (the "Adjournment Proposal") to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve each of the Fundamental Proposals. The Authorized Capital Increase Proposal, the Article 49.10 Amendment Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. Each of the Fundamental Proposals is cross-conditioned upon the approval of the other. Accordingly, if either of these proposals is not approved, then neither of the Fundamental Proposals shall be deemed approved, regardless of the vote outcome for the other proposals. The Board of Directors believes that each such proposal is a n

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