Corner Growth Acquisition Corp (COOL) 10-K Review

In this in-depth review, we examine Corner Growth Acquisition Corp(COOL), its 2024 Form 10-K filing, and its prospects as a blank check (SPAC) vehicle. We break down the business description, financial performance, corporate actions and key risk factors. Finally, we assign an investment score to guide decision making.

Warren.AI 💰 2.3 / 10

TL;DR

• No operating revenues; pure SPAC
• $1.97M held in trust (from $400M IPO)
• Net loss of $321K in 2024
• Zero cash in operating account; working capital deficit
• Multiple deadline extensions; securities delisted from Nasdaq
• Sponsor transition, warrant cancellations
• Low probability of near-term business combination
• Investment Score: 2.3/10

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1. Business Model and SPAC Mechanics

Corner Growth is a Cayman Islands exempted company formed October 2020 to effect a merger, share exchange or similar business combination with one or more targets. After a $400 million IPO at $10.00 per unit (Dec. 2020), proceeds were placed in a U.S. trust account. Each unit: 1 Class A ordinary share + 0.5 warrant (exercise price $11.50).

Key SPAC features:

• Trust Account: $10.00 per share locked; $1.967 million remains after redemptions
• Redemption Right: Public shareholders can redeem shares for pro rata trust value upon closing or expiration
• Deadline: Must finish deal by Dec. 31, 2025 (extended multiple times)
• Sponsor & Founder Shares: 10 million Class B founder shares issued for $25K; convertible on a 1:1 basis
• Warrants: Sponsor purchased 7.6 million private warrants at $1.50; later canceled on sponsor transition

The SPAC is dependent on the sponsor, management and underwriters for a viable business combination. Without a deal, liquidation returns only the ~$10 per share in trust.

2. Recent Corporate Actions

Extension Proposals: The SPAC repeatedly postponed the deal deadline:

• Dec 2022: extended to June 30, 2023
• June 2023: extended to March 20, 2024
• Feb 2024: extended to June 30, 2024
• June 2024: extended to July 31, 2024 (board-only extensions allowed through Oct 31)
• Oct 2024: extended to Dec 31, 2025

Redemptions:

• Dec 2022: 38.8 million shares, $393.7M (net $10.14/share)
• June 2023: 0.77 million shares, $8.1M ($10.48/share)
• Feb 2024: 83,349 shares, $0.91M ($10.94/share)
• June 2024: 38,647 shares, $0.43M ($11.04/share)
• Oct 2024: 124,289 shares, $1.40M ($11.26/share)

Only ~0.5 million shares remain outside redemptions. The cash in trust has sunk from $400M to $1.97M.

Nasdaq Delisting: The SPAC missed NasdaqIM-5101-2(36-month deal requirement) and 500K public float rules. After a hearing, the SPAC was delisted June 25, 2024, and finally August 14, 2024.

Sponsor Transition (Aug 2024): The original sponsor CGA Sponsor LLC transferred 5.895 million shares to Ringwood Field LLC (new sponsor). 7.6 million private warrants were canceled. Creditors assigned liabilities to the original sponsor.

Business Combination Agreement: In May 2023, COOL signed a deal to combine with Noventiq Holdings PLC, including spinoffs, share exchanges and lockup agreements. On July 3, 2024, this agreement was mutually terminated due to market conditions. No deal, no fees.

3. Financial Overview (2024 vs. 2023)

All operating activity is preparatory; no revenues.

Key Metrics (US GAAP) | | 2024 | 2023 | |—|—|—| | Net Loss | $(321,576) | $(3,489,963) | | Operating & Formation Costs | $1,988,751 | $3,129,841 | | Change in Warrant Liabilities | $727,199 | $(669,866) | | Earnings on Trust Assets | $154,623 | $411,744 | | Net Cash (Operating) | $(21,631) | $(9,916) | | Net Cash (Investing) | $2,284,690* | $11,347,734* | | Net Cash (Financing) | $(2,284,690)* | $(11,347,734)* |

*→ From Trust redemptions and distributions

Balance Sheet Highlights

• Cash (Operating): $0
• Trust Account: $1,967,696
• Working Capital Deficit: $(30,172)
• Warrant Liabilities: $266,667
• Deferred Underwriting Fees: $0 (previously $7M, then paid via new sponsor equity)
• ShareholdersDeficit: $(296,838)

Going Concern

• Net losses and lack of operating cash flow
• Dependent on additional SPAC deals or new financings
• Substantial doubt on ability to continue unless a deal closes by 12/31/2025

Key Accounting Policies

• Ordinary shares subject to redemption classified as temporary equity at fair value
• Warrants classified as liabilities and remeasured quarterly
• Trust assets as trading securities at fair value

4. Risks & Red Flags

1. Late-stage SPAC, no deal: 4.5 years since IPO, no combination.
2. Delisting: Loss of Nasdaq listing, forcing OTC trading, higher volatility.
3. Trust depletion: From $400 million → $2 million (0.5% left).
4. Working Capital: $0 operating cash, negative working capital.
5. Sponsor liability: Sponsor indemnifies Trust; uncertain ability to pay.
6. Sponsor transition complexity: Original sponsor liabilities transferred.
7. Uncertain pipeline: Noventiq deal fell apart; no new target.
8. High redemptions: 90+% of public float redeemed.
9. No revenue: Zero operating revenues or assets outside Trust.

5. Investment Outlook

With minimal residual trust assets and no deal in sight, Corner Growth resembles a near-empty shell. Trading OTC limits liquidity and transparency. The odds of a value-accretive business combination before the hard deadline are remote. The SPAC faces a ticking clock (12/31/2025 final liquidation), minimal working capital, and delisting stigma.

Investment Score: 2.3/10

Rationale:

• 1 = No deal, zero operations, delisting, near liquidation
• 10 = Strong operating business, diversified revenue, market momentum

Corner Growth sits closer to 1. Only a surprise mega-deal can revive it.

6. Actionable Takeaways

• If you hold shares: Plan exit soon—only $2/share in Trust.
• Warrant holders: Value likely worthless; no residual.
• SPAC investors: Watch the 12/31/2025 deadline. No deal → $10/share return.
• Opportunists: OTC volatility may provide trading opportunities around spec(nostic) events.

This SPAC journey highlights the pitfalls of aging blank check vehicles: endless extensions, sponsor shake-ups, and no merger. For yield-seeking or SPAC bettors, the time may have passed.

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