08/08/2025 | Press release | Distributed by Public on 08/08/2025 06:01
Item 8.01 Other Events.
On August 7, 2025, Ringwood Field, LLC ("Ringwood") agreed to loan to Corner Growth Acquisition Corp. (the "Company") up to an aggregate of $1,000,000 for working capital purposes. The loan is evidenced by a promissory note (the "Note") which is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a "Business Combination"). Upon consummation of a Business Combination, Ringwood will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants (the "Warrants") of the Company, with each Warrant entitling the holder to purchase one of the Company's Class A ordinary shares, at a conversion price of $1.50 per share. The Warrants to be issued as a result of conversion of the Note will be identical to the private placement warrants sold concurrently with the Company's initial public offering.
If the Company does not consummate a Business Combination, the Note will not be repaid and all amounts owed under the Note will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the "Trust Account"). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, which is filed as an exhibit hereto and incorporated by reference herein.