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, 2024

☐	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	N/A
Class A ordinary share, par value $0.0001 per share	TRON	N/A
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TRONW	N/A

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 14, 2024, 4,927,561 Class A ordinary shares, par value $0.0001, and 150,000 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, 2024 (Unaudited) and December 31, 2023	1
	Unaudited Condensed Statements of Operations for the Three and Six Months ended June 30, 2024 and 2023	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months ended June 30, 2024 and 2023	3
	Unaudited Condensed Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Disclosure Controls and Procedures	29

PART II – OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	33
Item 6.	Exhibits	33

SIGNATURES		34

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

CORNER GROWTH ACQUISITION CORP. 2

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2024		2023
	(unaudited)
ASSETS
Current assets
Cash	$	18,433	$	18,970
Prepaid expenses		40,724		22,702
Total current assets		59,157		41,672
Cash and marketable securities held in trust account		5,316,054		21,200,364
Total Assets	$	5,375,211	$	21,242,036
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	450	$	450
Due to related party		1,643,708		1,065,496
Accrued expenses		3,018,959		3,005,916
Total current liabilities		4,663,117		4,071,862
Warrant liabilities		333,482		333,482
Deferred underwriting fee payable		6,475,000		6,475,000
Total Liabilities		11,471,599		10,880,344
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 452,561 shares at redemption value as of June 30, 2024 and 1,860,214 shares at redemption value as of December 31,2023		5,316,054		21,200,364
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; 4,475,000 and 4,475,000 issued and outstanding, respectively (excluding 452,561 and 1,860,214 shares subject to possible redemption as of June 30, 2024 and December 31, 2023, respectively)		448		448
Class B ordinary Shares, $0.0001 par value, 30,000,000 shares authorized; 150,000 and 150,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 respectively		15		15
Additional paid-in capital		—		—
Accumulated deficit		(11,412,905)		(10,839,135)
Total Shareholders’ Deficit		(11,412,442)		(10,838,672)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	5,375,211	$	21,242,036

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 SIX MONTHS ENDED JUNE 30, 2024 AND 2023


	For the three		For the six		For the three		For the six
	months ended		months ended		months ended		months ended
	June 30,		June 30,		June 30,		June 30,
	2024		2024		2023		2023
Operating and formation costs	$	(154,023)	$	(573,770)	$	(730,559)	$	(1,231,028)
Loss from operations		(154,023)		(573,770)		(730,559)		(1,231,028)
Other income (loss):
Earnings and realized gain on marketable securities held in Trust Account		56,730		295,468		256,947		465,901
Change in fair value of warrant liabilities		166,741		—		(253,151)		(1,000,444)
Net income (loss)	$	69,448	$	(278,302)	$	(726,763)	$	(1,765,571)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		452,561		1,032,638		1,860,214		2,586,641
Basic and diluted net income (loss) per Class A redeemable ordinary share	$	0.01	$	(0.05)	$	(0.11)	$	(0.24)
Basic and diluted weighted average shares outstanding of Class A nonredeemable ordinary shares and Class B ordinary shares		4,625,000		4,625,000		4,625,000		4,625,000
Basic and diluted net income (loss) per Class A nonredeemable ordinary share and Class B ordinary share	$	0.01	$	(0.05)	$	(0.11)	$	(0.24)

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’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023


	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, 2024	4,475,000	$	448	150,000	$	15	$	—	$	(10,839,135)	$	(10,838,672)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(238,738)		(238,738)
Net income (loss)	—		—	—		—		—		(347,750)		(347,750)
Balance, March 31, 2024	4,475,000		448	150,000		15		—		(11,425,623)		(11,425,160)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(56,730)		(56,730)
Net income (loss)	—		—	—		—		—		69,448		69,448
Balance, June 30, 2024	4,475,000	$	448	150,000	$	15	$	—	$	(11,412,905)	$	(11,412,442)


Balance, January 1, 2023	—	$	—	4,625,000	$	463	$	—	$	(9,024,453)	$	(9,023,990)
Conversion of Class B ordinary shares to Class A ordinary shares	4,475,000		448	(4,475,000)		(448)		—		—		—
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(208,954)		(208,954)
Net income (loss)	—		—	—		—		—		(1,038,808)		(1,038,808)
Balance, March 31, 2023	4,475,000		448	150,000		15		—		(10,272,215)		(10,271,752)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(256,947)		(256,947)
Net income (loss)	—		—	—		—		—		(726,763)		(726,763)
Balance, June 30, 2023	4,475,000	$	448	150,000	$	15	$	—	$	(11,255,925)	$	(11,255,462)

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, 2024 AND 2023


	For the six		For the six
	months ended		months ended
	June 30,		June 30,
	2024		2023
Cash Flows from Operating Activities
Net income (loss)	$	(278,302)	$	(1,765,571)
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		(295,468)		(465,901)
Change in fair value of warrant liabilities		—		1,000,444
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		13,043		749,164
Prepaid expenses		(18,022)		(37,631)
Due to related party		578,212		430,764
Net cash used in operating activities		(537)		(88,731)
Cash Flows from Investing Activities
Investment of cash in Trust Account		(130,000)		(854,799)
Proceeds received from Trust Account		16,309,778		57,176,699
Net cash provided by investing activities		16,179,778		56,321,900
Cash Flows from Financing Activities
Proceeds received from Sponsor for Trust Account contributions		130,000

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