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, 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 November 10, 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 September 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months ended September 30, 2022, the Three Months ended September 30, 2021 and the period from February 10, 2021 (inception) through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three, Six and Nine Months ended September 30, 2022, the Three and Six Months ended September 30, 2021 and the period from February 10, 2021 (inception) through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and the period from February 10 (Inception) through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Disclosure Controls and Procedures	26

PART II – OTHER INFORMATION		28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
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	29
Item 6.	Exhibits	30

SIGNATURES		31

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

CORNER GROWTH ACQUISITION CORP. 2

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	599,457	$	1,268,509
Prepaid expenses		401,274		577,866
Total current assets		1,000,731		1,846,375
Noncurrent assets
Prepaid expenses		—		258,633
Cash and marketable securities held in Trust Account		75,538,727		185,020,263
Total Assets	$	76,539,458	$	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		37,800		107,800
Due to related party		157,500		60,000
Accrued expenses		1,459,227		271,110
Total current liabilities		1,658,200		442,583
Warrant liabilities		460,794		9,831,624
Deferred underwriting fee payable		6,475,000		6,475,000
Total Liabilities		8,593,994		16,749,207
COMMITMENTS AND CONTINGENCIES (NOTE 5)
Class A ordinary shares subject to possible redemption, 7,406,265 shares at redemption value as of September 30, 2022 and 18,500,000 shares at redemption value as of December 31, 2021		75,538,727		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 September 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		(7,593,726)		(14,624,399)
Total Shareholders’ Deficit		(7,593,263)		(14,623,936)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	76,539,458	$	187,125,271

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 OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) TO SEPTEMBER 30, 2021


	For the Three		For the Nine		For the Three		February 10,
	Months Ended		Months Ended		Months Ended		2021 (Inception)
	September 30,		September 30,		September 30,		to September 30,
	2022		2022		2021		2021
Operating and formation costs	$	(615,625)	$	(2,319,894)	$	(591,048)	$	(677,633)
Loss from operations		(615,625)		(2,319,894)		(591,048)		(677,633)
Other income (loss):
Earnings and realized gain (loss) on marketable securities held in Trust Account		364,883		603,374		20,757		15,531
Transaction costs allocated to warrant liabilities		—		—		—		(448,003)
Change in fair value of warrant liabilities		922,632		9,370,830		1,716,908		1,766,408
Net income	$	671,890	$	7,654,310	$	1,146,617	$	656,303
Basic and diluted weighted average shares outstanding of Class A ordinary shares		7,406,265		14,151,906		18,500,000		8,019,313
Basic and diluted net income per Class A ordinary share	$	0.06	$	0.41	$	0.05	$	0.05
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 per Class B ordinary share	$	0.06	$	0.41	$	0.05	$	0.05

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, SIX AND NINE MONTHS ENDED SEPTEMBER 30, 2022, THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2021 AND THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) THROUGH SEPTEMBER 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)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(364,883)		(364,883)
Net income	—		—	—		—		—		671,890		671,890
Balance, September 30, 2022	—	$	—	4,625,000	$	463	$	—	$	(7,593,726)	$	(7,593,263)

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 intial 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 loss	—		—	—		—		—		(479,947)		(479,947)
Balance, June 30, 2021	—		—	4,625,000		463

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