SPAC Corner Growth Narrows Losses, Trust Account Dips

TL;DR

**CGAC is still a SPAC searching for a deal, and while its financials improved, the clock is ticking on its March 2024 deadline.**

AI Summary

Corner Growth Acquisition Corp. (CGAC) reported a net income of $108,068 for the nine months ended September 30, 2025, a significant improvement from a net loss of $477,816 in the same period of 2024. This turnaround was primarily driven by a substantial decrease in the change in fair value of warrant liabilities, which moved from a loss of $567,199 in 2024 to a gain of $213,333 in 2025. The company's cash and marketable securities held in the Trust Account decreased from $1,967,696 as of December 31, 2024, to $1,888,076 as of September 30, 2025. Total liabilities saw a reduction from $296,838 to $250,197 over the same period, largely due to the decrease in warrant liabilities. Operating and formation costs also decreased significantly, from $1,961,391 in the nine months ended September 30, 2024, to $154,808 in 2025. The company continues to operate as a SPAC, with no operating revenues generated until a business combination is completed, and faces the risk of not completing a business combination by its extended deadline of March 20, 2024.

Why It Matters

For investors, CGAC's improved net income and reduced liabilities are positive signs, but the core challenge remains its ability to complete a business combination. The decrease in the Trust Account balance and the ongoing search for a target company highlight the inherent risks of SPACs. Employees and customers are not directly impacted yet, as the company has no operations. The broader market watches SPACs like CGAC for signs of deal-making activity, and its success or failure could influence investor sentiment towards the SPAC model, especially given the competitive landscape for attractive acquisition targets.

Risk Assessment

Risk Level: high — The company is a shell company with no operations, relying entirely on completing a business combination by March 20, 2024. Failure to do so would result in liquidation, as evidenced by the previous redemptions of 38,808,563 Class A ordinary shares totaling $393,676,799 in December 2022. The Trust Account balance has decreased from $400,000,000 at IPO to $1,888,076 as of September 30, 2025, indicating significant redemptions and a limited pool for a future deal.

Analyst Insight

Investors should exercise extreme caution and consider the high risk of liquidation if a business combination is not secured by March 20, 2024. Given the substantial redemptions and the limited remaining Trust Account, it's advisable to avoid new positions and existing holders should evaluate their exit strategy.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$1,900,003

total Debt

$250,197

net Income

$108,068

eps

N/A

gross Margin

N/A

cash Position

$1,888,076

revenue Growth

N/A

Key Numbers

• $108,068 — Net income (for the nine months ended September 30, 2025, up from a $477,816 loss in 2024)
• $1,888,076 — Cash and marketable securities in Trust Account (as of September 30, 2025, down from $1,967,696 at December 31, 2024)
• $250,197 — Total Liabilities (as of September 30, 2025, down from $296,838 at December 31, 2024)
• $213,333 — Change in fair value of warrant liabilities (a gain for the nine months ended September 30, 2025, compared to a $567,199 loss in 2024)
• $154,808 — Operating and formation costs (for the nine months ended September 30, 2025, significantly down from $1,961,391 in 2024)
• 38,808,563 — Class A ordinary shares redeemed (in December 2022, totaling $393,676,799)
• $7,000,000 — Reduced deferred underwriting fee (payable upon business combination, down from $14,000,000)

Key Players & Entities

• Corner Growth Acquisition Corp. (company) — registrant
• CGA Sponsor LLC (company) — Original Sponsor
• Ringwood Field, LLC (company) — New Sponsor
• Continental Stock Transfer & Trust Company (company) — trustee for Trust Account
• SEC (regulator) — U.S. Securities and Exchange Commission
• Cayman Islands (country) — jurisdiction of incorporation
• December 21, 2020 (date) — Initial Public Offering consummation
• March 20, 2024 (date) — extended deadline for business combination

FAQ

Risk Factors

• Failure to Complete Business Combination [high — operational]: Corner Growth Acquisition Corp. faces the significant risk of not completing a business combination by its extended deadline of March 20, 2024. As a SPAC, the company has no operating revenues and relies entirely on a successful merger to generate value for shareholders. Failure to do so would result in the dissolution of the company and the return of funds held in trust.
• Warrant Liability Valuation [medium — financial]: The change in fair value of warrant liabilities significantly impacted net income, moving from a loss of $567,199 in the nine months ended September 30, 2024, to a gain of $213,333 in the same period of 2025. This volatility highlights the sensitivity of the company's financial results to market fluctuations and valuation methodologies for these instruments.
• Declining Trust Account Balance [medium — financial]: Cash and marketable securities in the Trust Account decreased from $1,967,696 as of December 31, 2024, to $1,888,076 as of September 30, 2025. This reduction, while not immediately critical, indicates ongoing expenses and the potential for further depletion if a business combination is not consummated.

Industry Context

As a Special Purpose Acquisition Company (SPAC), Corner Growth Acquisition Corp. operates in a unique segment of the financial industry focused on facilitating mergers and acquisitions. The SPAC market has experienced significant volatility, with increased regulatory scrutiny and a challenging environment for completing business combinations within mandated timelines. Companies like CGAC are under pressure to identify suitable targets and execute deals efficiently before their deadlines.

Regulatory Implications

SPACs are subject to evolving regulatory frameworks, particularly concerning disclosures, financial reporting, and the process of business combinations. The SEC has increased its focus on SPACs, leading to potential changes in accounting treatments and disclosure requirements. Corner Growth Acquisition Corp. must navigate these regulations to ensure compliance and maintain investor confidence.

What Investors Should Do

1. Monitor progress towards business combination deadline.
2. Analyze the impact of warrant liability valuation on net income.
3. Assess the company's cash burn rate and remaining trust account balance.

Key Dates

• 2020-12-16: Registration statements for Initial Public Offering declared effective — Marks the initial step towards public trading and capital raising for the SPAC.
• 2020-12-21: Consummation of Initial Public Offering — Raised $400,000,000 in gross proceeds, establishing the capital for the search for a business combination.
• 2024-03-20: Extended deadline for business combination — Provides additional time for the SPAC to identify and complete a merger, but also highlights the ongoing challenge and time sensitivity.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (Corner Growth Acquisition Corp. is a SPAC and its entire business model revolves around completing a business combination.)

Business Combination

The merger, share exchange, asset acquisition, share purchase, reorganization, or similar transaction that a SPAC aims to complete with an operating company. (The successful completion of a business combination is the primary objective and revenue-generating event for a SPAC like Corner Growth Acquisition Corp.)

Warrant Liabilities

Financial instruments that give the holder the right, but not the obligation, to purchase shares of the company at a specified price within a certain timeframe. Their fair value can fluctuate, impacting the company's net income. (Changes in the fair value of warrant liabilities significantly affected Corner Growth Acquisition Corp.'s net income, moving from a loss to a gain.)

Trust Account

A segregated account, typically holding cash and marketable securities, where the proceeds from a SPAC's IPO are deposited and held until a business combination is completed or the SPAC is liquidated. (The balance in the Trust Account represents the majority of the company's assets and is crucial for its operations and potential return of capital to shareholders.)

Year-Over-Year Comparison

Corner Growth Acquisition Corp. has shown a significant turnaround in its net income, moving from a loss of $477,816 for the nine months ended September 30, 2024, to a net income of $108,068 for the same period in 2025. This improvement is largely driven by a favorable shift in the change in fair value of warrant liabilities, from a $567,199 loss to a $213,333 gain. Operating and formation costs have also drastically decreased from $1,961,391 to $154,808, reflecting reduced activity or cost management. However, the cash and marketable securities in the Trust Account have decreased from $1,967,696 to $1,888,076, indicating ongoing expenses or redemptions.

Key Financial Figures

• $0.0001 — N/A Class A Ordinary Shares, par value $0.0001 per share COOL N/A Redeemable warr
• $11.50 — ordinary share at an exercise price of $11.50 COOLW N/A Indicate by check mark w
• $10,000,000 — vocably forfeit $ 7,000,000 (instead of $10,000,000) of the aggregate $ 14,000,000 Original
• $10.14 — taling $ 393,676,799 , or approximately $10.14 per share which includes $ 5,591,169 of

Filing Documents

• cgac_10q.htm (10-Q) — 784KB
• cgac_ex311.htm (EX-31.1) — 10KB
• cgac_ex321.htm (EX-32.1) — 5KB
• 0001477932-25-008451.txt ( ) — 4268KB
• corner-20250930.xsd (EX-101.SCH) — 45KB
• corner-20250930_lab.xml (EX-101.LAB) — 249KB
• corner-20250930_cal.xml (EX-101.CAL) — 30KB
• corner-20250930_pre.xml (EX-101.PRE) — 235KB
• corner-20250930_def.xml (EX-101.DEF) — 188KB
• cgac_10q_htm.xml (XML) — 667KB

- Financial Information

Part I - Financial Information

– Financial Statements

Item 1 – Financial Statements 3 Unaudited Condensed Balance Sheet 3 Unaudited Condensed Statement of Operations 4 Unaudited Condensed Statement of Changes in Shareholders' Equity 5 Unaudited Condensed Statement of Cash Flows 6 Notes to Unaudited Condensed Financial Statements 7

– Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations 29

– Quantitative and Qualitative Disclosures About Market Risk

Item 3 – Quantitative and Qualitative Disclosures About Market Risk 38

– Controls and Procedures

Item 4 – Controls and Procedures 38

- Other Information

Part II - Other Information

– Other Information

Item 5 – Other Information 39

– Exhibits

Item 6 – Exhibits 39

Signatures

Signatures 40 2 Table of Contents

- Financial Information

Part I - Financial Information

– Financial Statements

Item 1 – Financial Statements CORNER GROWTH ACQUISITION CORP. CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 AND AS OF DECEMBER 31, 2024 As of As of September 30, December 31, 2025 2024 (Unaudited) (Audited) ASSETS Current assets Cash $ 11,927 $ - Prepaid expenses - - Total current assets 11,927 - Cash and marketable securities held in Trust Account 1,888,076 1,967,696 Total Assets $ 1,900,003 $ 1,967,696 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT Current liabilities Due to related party $ 70,974 $ 24,849 Due to shareholders - - Note Payable 25,000 - Accrued expenses 100,890 5,322 Total current liabilities 196,864 30,171 Warrant liabilities 53,333 266,667 Deferred underwriting fee payable - - Total Liabilities 250,197 296,838 COMMITMENTS AND CONTINGENCIES Class A ordinary shares subject to possible redemption, 162,523 and 173,653 shares at redemption value as of September 30, 2025 and December 31, 2024, respectively 1,888,076 1,967,696 Shareholders' Deficit Preference shares, $ 0.0001 par value, 10,000,000 shares authorized; none issued and outstanding. - - Class A ordinary Shares, $ 0.0001 par value, 300,000,000 shares authorized; 9,825,000 and 9,825,000 issued and outstanding (excluding 162,523 and 173,653 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively) 982 982 Class B ordinary Shares, $ 0.0001 par value, 30,000,000 shares authorized; 175,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 18 18 Additional paid-in capital 5,761,840 5,761,840 Accumulated deficit ( 6,001,110 ) ( 6,059,678 ) Total Shareholders' Deficit $ ( 238,270 ) $ ( 296,838 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT $ 1,900,003 $ 1,967,696 The accompanyi

FINANCIAL STATEMENTS SEPTEMBER 30, 2025

FINANCIAL STATEMENTS SEPTEMBER 30, 2025 Note 1—Description of Organization, Business Operations and Basis of Presentation Corner Growth Acquisition Corp. (the "Company"), was incorporated as a Cayman Islands exempted company on October 20, 2020 . The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2025, the Company had not commenced any operations. All activity through September 30, 2025 relates to the Company's formation, its initial public offering described below (the "Initial Public Offering") and, since the closing of the Initial Public Offering, the search for initial Business Combination candidates, and since the signing of the Business Combination Agreement described below, the completion of this proposed transaction. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (loss). The Company has selected December 31 as its fiscal year end. The Company's original sponsor is CGA Sponsor LLC, a Delaware

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