PALO ALTO, CA – Corner Growth Acquisition Corp. 2 (NASDAQ:TRONU), a special purpose acquisition company, has undergone significant leadership restructuring following a material definitive agreement. The company reported on Monday that it had entered into a purchase agreement on August 15, 2024, leading to a change in control.
The agreement involved the transfer of 2,685,000 Class A Ordinary Shares from CGA Sponsor 2, LLC, the company's sponsor, to Connor Square (NYSE:SQ), LLC, which is now a significant shareholder. Additionally, the sponsor and Class B shareholders granted the new shareholder the right to vote on their behalf.
In an effort to streamline its financial commitments, the sponsor canceled 4,950,000 private placement warrants, and certain creditors agreed to cancel or reduce the company's debt, with the sponsor assuming any remaining liabilities.
In connection with the transaction, an agreement was made with Cantor Fitzgerald & Co., the underwriter from the IPO, to accept shares instead of cash for deferred commissions owed.
This shift in ownership also triggered a reshuffle in the company's board. The resignations of several directors and officers, including Co-Chairmen John Cadeddu and Marvin Tien, President Jane Mathieu, Chief Investment Officer David Kutcher, Director of Corporate Development Kevin Tanaka, and directors Alexandre Balkanski, John Mulkey, and Jason Park, were effective immediately on August 15, 2024. Hao Tian was appointed as the new Chief Executive Officer, Chief Financial Officer, and Director. There were no reported disagreements regarding operations, policies, or practices that led to these resignations.
Hao Tian, 31, comes from a background in risk management at Amazon.com (NASDAQ:AMZN), Inc., and has experience in due diligence, anti-money laundering, and sanctions compliance. Prior to joining Amazon, he was a lead associate at Kroll, LLC, and served in the corporate security division of the World Bank Group.
Corner Growth Acquisition Corp. 2 will soon file an information statement to inform shareholders about the changes and the new composition of the board, which will take effect ten days after mailing.
In other recent news, Corner Growth Acquisition Corp. 2, is facing potential delisting from the Nasdaq Stock Market due to non-compliance with certain listing requirements. The company has failed to complete a business combination within the stipulated 36 months of its IPO registration statement becoming effective, as required by Nasdaq IM-5101-2. In response, the company has requested a hearing with the Nasdaq Hearings Panel, effectively postponing any suspension or delisting actions until a decision is made.
Corner Growth Acquisition Corp. 2 was also previously flagged for non-compliance with the minimum Publicly Held Shares requirement of 500,000 shares, according to Nasdaq Listing Rule 5550(a)(4). The company has submitted a plan to regain compliance with this rule. The company's securities, including shares, warrants, and rights, could be suspended and removed from The Nasdaq Capital Market if the Panel does not grant an extension.
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