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

☐	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 other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


251 Lytton Avenue, Suite 200 Palo Alto, CA	94301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 543-8180

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading 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	TRONU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	TRON	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TRONW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 12, 2022 7,406,265 Class A ordinary shares, par value $0.0001, and 4,625,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

Table of Contents

CORNER GROWTH ACQUISITION CORP. 2

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three and Six Months ended June 30, 2022, the Three Months ended June 30, 2021 and the period from February 10, 2021 (inception) through June 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months ended June 30, 2022, the Three Months ended June 30, 2021 and the period from February 10, 2021 (inception) through June 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Six Months ended June 30, 2022 and the period from February 10 (inception) through June 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Disclosure Controls and Procedures	25

PART II – OTHER INFORMATION		27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

CORNER GROWTH ACQUISITION CORP. 2

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	752,014	$	1,268,509
Prepaid expenses		543,811		577,866
Total current assets		1,295,825		1,846,375
Noncurrent assets
Prepaid expenses		—		258,633
Cash and marketable securities held in Trust Account		74,440,624		185,020,263
Total Assets	$	75,736,449	$	187,125,271
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	3,673	$	3,673
Offering costs payable		107,800		107,800
Accrued expenses		1,226,196		331,110
Total current liabilities		1,337,669		442,583
Warrant liabilities		1,383,426		9,831,624
Deferred underwriting fee payable		6,475,000		6,475,000
Total Liabilities		9,196,095		16,749,207
Commitments
Class A ordinary shares subject to possible redemption, 7,406,265 shares at redemption value as of June 30, 2022 and 18,500,000 shares at redemption value as of December 31, 2021		74,440,624		185,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized; 0 issued and outstanding (excluding 7,406,265 and 18,500,000 shares subject to possible redemption as of June 30, 2022 and December 31, 2021, respectively)		—		—
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized; 4,625,000 shares issued and outstanding		463		463
Additional paid-in capital		—		—
Accumulated deficit		(7,900,733)		(14,624,399)
Total Shareholders’ Deficit		(7,900,270)		(14,623,936)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	75,736,449	$	187,125,271

The accompanying notes are an integral part of these unaudited condensed financial statements

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CORNER GROWTH ACQUISITION CORP. 2

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022, THE THREE MONTHS ENDED JUNE 30, 2021 AND THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) THROUGH JUNE 30, 2021


	For the Three		For the Six		For the Three		February 10,
	Months Ended		Months Ended		Months Ended		2021 (Inception) through
	June 30,		June 30,		June 30,		to June 30,
	2022		2022		2021		2021
Operating and formation costs	$	(1,151,131)	$	(1,704,269)	$	(76,218)	$	(86,586)
Loss from operations		(1,151,131)		(1,704,269)		(76,218)		(86,586)
Other income (loss):
Earnings and realized gain (loss) on marketable securities held in Trust Account		223,010		238,491		(5,226)		(5,226)
Transaction costs allocated to warrant liabilities		—		—		(448,003)		(448,003)
Change in fair value of warrant liabilities		617,463		8,448,198		49,500		49,500
Net income (loss)	$	(310,658)	$	6,982,420	$	(479,947)	$	(490,315)
Basic and diluted weighted average shares outstanding of Class A ordinary shares		16,671,362		17,580,630		2,032,967		1,312,057
Basic and diluted net income (loss) per ordinary share, Class A	$	(0.01)	$	0.31	$	(0.07)	$	(0.08)
Basic and diluted weighted average shares outstanding of Class B ordinary shares		4,625,000		4,625,000		4,625,000		4,625,000
Basic and diluted net income (loss) per ordinary share, Class B	$	(0.01)	$	0.31	$	(0.07)	$	(0.08)

The accompanying notes are an integral part of these unaudited condensed financial statements

Table of Contents

CORNER GROWTH ACQUISITION CORP. 2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022, THE THREE MONTHS ENDED JUNE 30, 2021 AND THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) THROUGH JUNE 30, 2021


	Class A			Class B							Total
	Ordinary Shares			Ordinary Shares			Additional Paid-		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		in Capital		Deficit		Equity (Deficit)
Balance—January 1, 2022	—	$	—	4,625,000	$	463	$	—	$	(14,624,399)	$	(14,623,936)
Net income	—		—	—		—		—		7,293,078		7,293,078
Balance, March 31, 2022	—		—	4,625,000		463		—		(7,331,321)		(7,330,858)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(258,754)		(258,754)
Net loss	—		—	—		—		—		(310,658)		(310,658)
Balance, June 30, 2022	—	$	—	4,625,000	$	463	$	—	$	(7,900,733)	$	(7,900,270)

Balance—February 10, 2021 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	5,031,250		503		24,497		—		25,000
Net loss	—		—	—		—		—		(10,368)		(10,368)
Balance, March 31, 2021	—		—	5,031,250		503		24,497		(10,368)		14,632
Forfeiture of Class B ordinary shares by initial shareholders	—		—	(406,250)		(40)		40		—		—
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(1,509,537)		(16,191,750)		(17,701,287)
Excess cash received over fair value of Private Placement Warrants	—		—	—		—		1,485,000		—		1,485,000
Net income	—		—	—		—		—		(479,947)		(479,947)
Balance, June 30, 2021	—	$	—	4,625,000	$	463	$	—	$	(16,682,064)	$	(16,681,601)

The accompanying notes are an integral part of these unaudited condensed financial statements

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CORNER GROWTH ACQUISITION CORP. 2

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND FOR THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) THROUGH JUNE 30, 2021


	For the Six		February 10,
	Months Ended		2021 (Inception)
	June 30,		to June 30,
	2022		2021
Cash Flows from Operating Activities
Net income (loss)	$	6,982,420	$	(490,315)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings and realized (gain) loss on marketable securities held in Trust Account		(238,491)		5,226
Transaction costs allocated to warrant liabilities		—		448,003
Change in fair value of warrant liabilities		(8,448,198)		(49,500)
Changes in operating assets and liabilities:
Prepaid expenses		292,688		(1,135,082)
Accounts payable and accrued expenses		895,086		70,750
Net cash used in operating activities		(516,495)		(1,150,918)
Cash Flows from Investing Activities
Investment of cash in Trust Account		(244,407)		(185,000,000)
Proceeds received from Trust Account		111,062,537		—
Net cash provided by (used in) investing activities		110,818,130		(185,000,000)
Cash Flows from Financing Activities
Proceeds from promissory note-related party		—		100,000
Proceeds from issuance of Class B ordinary shares to initial shareholders		—		25,000
Proceeds from sale of Units, net of underwriting discounts paid		—		181,300,000
Proceeds from sale of Private Placement Warrants		—		7,425,000
Proceeds received from Sponsor contribution		244,407		—
Payments to Class A ordinary shareholders for redemption of shares		(111,062,537)		—
Payment of offering costs		—		(541,551)
Net cash provided by (used in) financing activities		(110,818,130)		188,308,449
Net change in cash		(516,495)		2,157,531
Cash at beginning of the period		1,268,509		—
Cash at end of the period	$	752,014	$	2,157,531
Non-cash financing activities:
Deferred underwriting fee	$	—	$	6,475,000
Initial classification of warrant liabilities	$	—	$	13,215,939
Offering costs payable	$	—	$	156,800
Remeasurement of Class A ordinary shares subject to possible redemption	$	258,754	$	—

The accompanying notes are an integral part of these unaudited condensed financial statements

Table of Contents

CORNER GROWTH ACQUISITION CORP. 2

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

Note 1—Description of Organization, Business Operations and Basis of Presentation

Corner Growth Acquisition Corp. 2 (the “Company”), was incorporated as a Cayman Islands exempted company on February 10, 2021. 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 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.

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.

As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 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. 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 earnings and realized gain (loss) on marketable securities held in the Trust Account from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (expenses). The Company has selected December 31 as its fiscal year end.

The registration statements for the Company’s Initial Public Offering was declared effective on June 16, 2021. On June 21, 2021, the Company consummated the Initial Public Offering of 18,500,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 1,000,000 Units, at $10.00 per Unit, generating gross proceeds of $

SEC Form 10-Q filed by Corner Growth Acquisition Corp. 2