Annual Report for Fiscal Year Ending 12-31, 2024 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References to the "company," "Corner Growth," "our," "us" or "we" refer to Corner Growth Acquisition Corp. The following discussion and analysis of the company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated on October 20, 2020 (inception) as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "business combination"). While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we focus on industries that complement our management team's background, and in our search for targets for our business combination seek to capitalize on the ability of our management team to identify and acquire a business, focusing on the technology industry in the United States and other developed countries.

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The registration statement for our Initial Public Offering was declared effective on December 16, 2020. On December 21, 2020, we consummated the Initial Public Offering of 40,000,000 Units at $10.00 per Unit, generating gross proceeds of $400,000,000, and incurring offering costs of approximately $22,766,000, inclusive of $14,000,000 in deferred underwriting commissions (which were reduced by $10,000,000 to $4,000,000 during our fourth fiscal quarter in 2022). Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole public warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 7,600,000 private placement warrants at a price of $1.50 per private placement warrant to the sponsor, generating gross proceeds of $11,400,000. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.

Upon the closing of the Initial Public Offering and private placement, $400,000,000 ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement were placed in the trust account, located in the United States at JP Morgan Chase and Morgan Stanley, with Continental Stock Transfer & Trust Company acting as trustee, and are being held in cash until the earlier of: (i) the completion of a business combination and (ii) the distribution of the assets held in the trust account. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the private placement, although substantially all of the net proceeds are intended to be applied toward consummating an initial business combination.

On December 29, 2023, the Company and the original parties to the definitive business combination agreement entered into an amended and restated business combination agreement (as amended and restarted, the "Business Combination Agreement") by and among the Company, Noventiq, Noventiq Holding Company, a Cayman Islands exempted company ("Parent"), Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Parent ("CGAC Merger Sub"), and Corner Growth SPAC Merger Sub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Parent ("Noventiq Merger Sub"). The Business Combination Agreement provides, among other things, that (i) the Company will merge with and into CGAC Merger Sub (the "CGAC Merger"), with CGAC Merger Sub surviving the CGAC Merger as a wholly-owned subsidiary of Parent and (ii) Noventiq Merger Sub will merge with and into Noventiq (the "Noventiq Merger," and together with the CGAC Merger, the "Mergers"), with Noventiq surviving the Noventiq Merger as a wholly-owned subsidiary of Parent (the transactions contemplated by the foregoing clauses (i) and (ii) the "Proposed Business Combination," and together with the other transactions contemplated by the Business Combination Agreement, the "Proposed Transactions"). As a result of the consummation of the Proposed Transactions, Noventiq will become a wholly-owned subsidiary of Parent. The aggregate consideration to be paid in the Proposed Transactions to the owners of Noventiq will consist of 31,500,000 Parent's newly issued Class A ordinary shares, par value $0.0001 per share (the "Parent ordinary shares"). The aggregate consideration to be paid in the Transactions to the shareholders of the Company, assuming no redemptions by public shareholders, will consist of 5,419,938 Parent ordinary shares. Upon consummation of the Proposed Business Combination, Parent will become the public company and the name of the public company will be "Noventiq Holding Company."

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On July 3, 2024, the Company and Noventiq Holdings plc entered into a Settlement and Termination Agreement, pursuant to which the Business Combination Agreement was mutually terminated. The termination was effected due to prevailing unfavorable market conditions and strategic considerations. As a result of the termination, all obligations under the Business Combination Agreement were released and deemed null and void. No termination fee or penalty was incurred by either party. The Company is continuing to evaluate alternative business combination opportunities.

Recent Developments

On December 18, 2023, the Company received a notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that the Company's securities (units, shares and warrants) would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on December 27, 2023, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.

The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the notice. Nasdaq granted the Company's hearing request, which hearing request stayed the suspension of trading of the Company's securities on The Nasdaq Capital Market until the hearing process concluded and the Nasdaq Hearings Panel issued a written decision. A hearing on the matter was held on March 14, 2024.

On March 15, 2024, the Nasdaq Hearings Panel issued written notice of its decision to grant the Company's request for an exception to its listing deficiencies until June 17, 2024 in view of the Company's substantial steps toward closing its previously announced initial business combination and its plan for achieving compliance with Nasdaq listing rules upon closing of the transaction for listing on The Nasdaq Capital Market.

On May 10, 2024, the Company received a second notice from Nasdaq notifying the Company that it no longer met the minimum 500,000 publicly held shares requirement under Nasdaq Listing Rule 5550(a)(4). The Company was given until June 24, 2024 to submit a plan to regain compliance.

On June 21, 2024, the Company received a determination letter from Nasdaq stating that the Nasdaq Hearings Panel had determined to delist the Company's securities due to its continued non-compliance with Nasdaq IM-5101-2 and Rule 5550(a)(4). Nasdaq suspended trading of the Company's securities effective at the open of business on August 14, 2024. The Company chose not to appeal the Panel's final decision.

A Form 25-NSE was filed with the Securities and Exchange Commission in August 2024, formally removing the Company's securities from listing and registration on Nasdaq. The delisting process is now complete.

The Company is also assessing alternative trading options, including over-the-counter (OTC) markets and potential future re-listings, in order to maximize shareholder value.

On February 29, 2024, the Company held an extraordinary general meeting of shareholders (the "February 2024 Extraordinary General Meeting"), to amend the Company's amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the "Extended Date") or such earlier date as shall be determined by the Company's board of directors in its sole discretion (such proposal, the "February 2024 Extension Amendment Proposal"). The shareholders of the Company approved the February 2024 Extension Amendment Proposal and the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands.

In connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share which includes $78,018 of earnings in the trust account not previously withdrawn. Subsequent to the redemptions, 10,161,589 Class A ordinary shares remained issued and outstanding.

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On June 24, 2024, the Company held an Extraordinary General Meeting (the " June 2024 Extraordinary General Meeting"), and in connection therewith the Company will file with the Registrar of Companies of the Cayman Islands a copy of the special resolution of the Company which resolved to approve an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from June 30, 2024 to July 31, 2024 (the "New Extended Date"), and to allow the Company, without another shareholder vote, by resolution of the Company's Board of Directors to determine in their sole discretion to extend the New Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024 (each such additional date, as extended, an "Additional Extended Date"), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by the Company's Board of Directors to be in the best interests of the Company or such earlier date as shall be determined by the Company's Board of Directors in its sole discretion.

In connection with the vote to approve the extension, the holders of 38,647 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.10 per share, for an aggregate redemption amount of approximately $428,962. After the satisfaction of such redemptions, the balance in the Company's trust account will be approximately $3.3 million.

On August 15, 2024, the Company, CGA Sponsor, LLC (the "Original Sponsor"), Ringwood Field, LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into a share purchase agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred to the New Sponsor an aggregate of 5,895,000 Class A Ordinary Shares of the Company; (b) the New Sponsor executed a joinder agreement (the "Joinder") to become a party to that certain letter agreement, dated December 16, 2020 ("Letter Agreement"), and that certain Registration Rights Agreement, dated December 16, 2020 ("Registration Rights Agreement"), each originally entered into in connection with the Company's initial public offering ("IPO"), among the Company, the Original Sponsor, and certain equity holders of the Company; (c) the Original Sponsor and holders of Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf (the "POA Agreements"); (d) the Original Sponsor entered into surrender and cancellation agreements (the "Warrant Cancellation Agreements") to cancel an aggregate of 7,600,000 private placement warrants purchased by the Original Sponsor at the time of the IPO; and (e) certain creditors agreed to cancel or reduce the amounts owed to them by the Company and assigned the liability for any remaining amounts to the Original Sponsor (the "Debt Cancellation Agreements"). Additionally, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter of the IPO, entered into an agreement (the "Underwriter Agreements") whereby Cantor agreed to accept shares of the Company following any business combination in lieu of cash deferred commissions owed from the IPO.

On October 31, 2024, the Company held an extraordinary general meeting of shareholders (the "October 2024 Extraordinary General Meeting") to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from October 31, 2024, to December 31, 2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Company's Board of Directors in its sole discretion (such proposal, the "October 2024 Extension Amendment Proposal" and, together with previous extension proposals, the "Extension Proposals"). The shareholders of the Company approved the October 2024 Extension Amendment Proposal.

In connection with the vote to approve the extension, the holders of 124,289 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.26 per share, for an aggregate redemption amount of $1,399,974. The amount in the company's trust account as of December 31,2024 is $1,967,696.

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Liquidity, Capital Resources and Going Concern

As of December 31, 2024, the Company had $0 in its operating bank accounts, $1,967,696 in the Trust Account , subject to possible redemptions, to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $30,172.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, management believes that the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination.

In order to finance transaction costs in connection with the intended Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as required. As of August 15, 2024, in connection with the sale of the Original Sponsor's stake to the New Sponsor, the Company's outstanding liabilities amounting to $5,457,840 were transferred to the Original Sponsor. This included $5,177,840 of operating and formation costs and $280,000 of unpaid administrative fees.

As a result of the transaction, the Company had no outstanding liabilities to the former Sponsor as of December 31, 2024, with all debts effectively settled upon the transfer.

In connection with our assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, "Presentation of Financial Statements-Going Concern" management has determined that the date for mandatory liquidation and dissolution raises substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered one year from the issuance of the financial statements included herein. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of the financial statements included herein. These adverse conditions are negative financial trends, specifically a working capital deficiency and other adverse key financial ratios. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 31, 2025, our scheduled liquidation date if we do not complete the initial business combination prior to such date.

Critical Accounting Policies

Class A Ordinary Shares subject to possible redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 "Distinguishing Liabilities from Equity" ("ASC 480"). Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2024 and 2023, 173,653 and 419,938 Class A ordinary shares subject to possible redemption at the redemption amount are presented as temporary equity, outside of the shareholders' equity section of our balance sheet, respectively.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial carrying value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. During 2023, there were payments to Class A ordinary shareholders subject to possible redemption in the amount of $11,347,734. The fair value Class A ordinary shareholders subject to possible redemption was increased by $411,744 from earnings and realized gain on marketable securities held in trust account.

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During 2024, there were payments to Class A ordinary shareholders subject to possible redemption in the amount of $2,740,444. The fair value of Class A ordinary shareholders subject to possible redemption was increased by $154,623 from earnings and realized gain on marketable securities held in trust account.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Results of Operations

All activity during the year ended December 31, 2024, was for a search for initial business combination candidates. As of December 31, 2024, $0 was held outside the trust account and was being used to fund the company's operating expenses. We are not generating any operating revenues until the closing and completion of our initial business combination.

For the year ended December 31, 2024, we had a net loss of $321,576, which consisted of $1,988,751 in general and administrative costs, $785,352 of debt forgiveness income resulting from the Sponsor's assumption and cancellation of liabilities as part of the sponsor transition agreement, and change in the fair value of warrant liabilities of $727,199, offset by $154,623 in earnings and realized gains on marketable securities held in the trust account.

For the year ended December 31, 2023, we had a net loss of $3,489,963, which consisted of $3,129,841 in general and administrative costs, $102,000 in transaction costs, and a change in the fair value of warrant liabilities of $669,866, offset by $411,744 in earnings and realized gains on marketable securities held in the trust account.

The decrease in general and administrative costs in 2024 is primarily due to a reduction in transaction-related costs and extensions, with a significant portion of prior-period liabilities forgiven as part of the sponsor transition.

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Related Party Transactions

Founder Shares

On October 28, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. In November 2020, our sponsor transferred 50,000 Class B ordinary shares to each of our independent directors. On December 16, 2020, we effected a share capitalization of 1,437,500 Class B ordinary shares, resulting in an aggregate of 10,062,500 Class B ordinary shares outstanding. Up to 1,312,500 of the Class B ordinary shares outstanding were subject to forfeiture by our sponsor to the extent that the underwriters' over-allotment in connection with the Initial Public Offering was not exercised in full or in part. As a result of the underwriters' election to partially exercise their over-allotment option, the sponsor forfeited 62,500 Class B ordinary shares for no consideration, resulting in an aggregate of 10,000,000 Class B ordinary shares outstanding as of December 31, 2022. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company's Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares and the Company will have an aggregate of 10,244,938 shares of Class A ordinary shares issued and outstanding (419,938 of which are subject to possible redemption) and 175,000 shares of Class B ordinary shares issued and outstanding. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,600,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $11,400,000. Each warrant was exercisable to purchase one Class A ordinary share at $11.50 per share. However, in connection with the transfer of the Sponsor's stake to the New Sponsor on August 15, 2024, the Private Placement Warrants were cancelled, and as a result, no further obligations or rights exist with respect to these warrants.

The Sponsor and the Company's officers and directors had previously agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On October 28, 2020, the sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. On October 27, 2020 and December 17, 2020, the Company borrowed $115,000 and $55,000, respectively, under the Note. On December 22, 2020, the Company repaid the Note in full. As of December 31, 2023, the Company had no outstanding balance under the Note.

In addition, in order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required ("Working Capital Loans"). If we complete a business combination, we would repay the Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination is not completed, we may use a portion of the proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. As of December 31, 2024 and December 31, 2023, there were no outstanding Working Capital Loans under this arrangement.

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As of December 31, 2024, and December 31, 2023, the Sponsor and its affiliates had paid operating and formation costs of $2,101,264 and $1,630,848, respectively, on behalf of the Company. These amounts were initially recorded as liabilities owed to the Sponsor and included in "Due to Related Party" on the balance sheets. However, in connection with the transfer of the Original Sponsor's stake to the New Sponsor on August 15, 2024, all outstanding liabilities were assumed by the Original Sponsor and subsequently discharged. As a result, no amounts remained payable to the Original Sponsor as of December 31, 2024. As of that date, the New Sponsor had paid operating and formation costs of $24,849, which remained outstanding.

Administrative Support Agreement

We agreed, commencing on the effective date of the Initial Public Offering through the earlier of the company's consummation of a business combination and its liquidation, to pay our sponsor a total of $40,000 per month for office space, utilities and secretarial and administrative support. We incurred $0 fees for the years ended December 31, 2024 and 2023, respectively.

On November 18, 2021, the Sponsor permanently waived its right to receive any of the Company's outstanding, and all of the Company's remaining, payment obligations under the administrative services agreement.

Contractual Obligations

Registration and Shareholder Rights

The holders of founder shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights (in the case of the founder shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement entered into upon consummation of the Initial Public Offering. These holders are entitled to certain demand and "piggyback" registration and shareholder rights. However, the registration and shareholder rights agreement provides that we may not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. The underwriters partially exercised their option and purchased an additional 5,000,000 Units.

The underwriters were entitled to underwriting discounts of $0.20 per Unit, or $8,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $14,000,000 in the aggregate was payable to the underwriters for deferred underwriting commissions. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement. The Company accounted for this forfeiture during the fourth calendar quarter of the year ended December 31, 2022.

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On June 23, 2023, the Company and the underwriter agreed to terminate the December 20, 2022 fee reduction agreement solely upon execution of a side letter in accordance with the duly executed Mutual Termination of Initial Fee Reduction Agreement. On June 23, 2023, in accordance with the duly executed Side Letter to Underwriting Agreement, the Company and the underwriter agreed to the following:

1.	Cantor will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000 (the "Fee"), which shall be payable in cash by the Company to Cantor upon consummation of a Business Combination, as originally set forth in the Underwriting Agreement.
2.	In addition, upon the consummation of the Business Combination, the Company shall pay to the Underwriter a non-refundable cash fee equal to 3.0% of:
●	(x) the aggregate maximum gross proceeds received or receivable in connection with any Equity Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued upon consummation of the Business Combination, plus
●	(y) the gross proceeds received by the Company upon exercise of any warrants or other securities issued in connection with such Financing that are convertible into common stock of the Company;
●	the aggregate maximum principal amount of debt committed or available to be committed or available in connection with the Debt Financing (including, without limitation, in the case of an offering of debt securities, the aggregate maximum principal amount of securities committed to be purchased by investors), whether or not drawn down (or, in the case of an offering of debt securities, whether or not purchased) upon consummation of the business Combination; and
●	any proceeds received from the Trust Account in connection with the Business Combination.

The fees noted in items 1, 2 and additional notes above are contingent upon the successful completion of a Business Combination. There is no assurance that a Business Combination will be consummated by any such date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association. In accordance with the guidance in ASC Topic 450, Contingencies, the Company is required to record its best estimate of the loss if the amount of loss can be reasonably estimated. The fee noted in item 2 cannot be reasonably estimated or determinable at this time and as a result, is not recorded in the financial statements.

However, on August 15, 2024, as part of the change in sponsor in connection with the share purchase agreement, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a certain number of shares of the Company following the completion of a Business Combination, in lieu of the cash deferred commissions owed from the IPO.

Net Income (Loss) Per Ordinary Share

We have two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 20,933,333, of the Company's Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the years ended December 31, 2024 and 2023. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.

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Finder's Fee Arrangement

In connection with the Proposed Business Combination, a portion of the founder shares will be distributed under an agreement with a third party dated as of April 28, 2023 that constitutes a finder's fee arrangement (the "Finder's Fee Arrangement"). The Finder's Fee Arrangement provides for our sponsor to make a $2,000,000 cash payment to the third party and provide an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination, which are accounted for under the guidance in ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to such shares is recognized only when the performance-based vesting condition (i.e. the consummation of the Proposed Business Combination) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the consummation of the Proposed Business Combination, in an amount equal to the number of such shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of such shares. The Company will reflect the transactions in its financial statements when the Proposed Business Combination is consummated as the sponsor is a principal shareholder in the Company and the Company benefits from the Finder's Fee Arrangement. If the Proposed Business Combination does not close for any reason, and a termination fee is actually paid by Noventiq to the Company, the Sponsor or their affiliates, then the third party will be entitled to receive a $2,000,000 cash payment. Not withstanding the foregoing, to the extent the termination fee is not sufficient to cover the $2,000,000 cash payment, then the Sponsor and the third party will share the balance in an amount to be reasonably agreed to at the time.

On March 14, 2024, the Finder's fee Arrangement was amended and restated which no longer provides the third party an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination. Instead, the parties have agreed that once the Sponsor has received ordinary shares from a successfully completed transaction and any earnouts or other contingent releases thereto, it shall distribute shares to the third party in accordance with the terms and conditions of the Sponsor operating agreement and the Amended and Restated Business Combination Agreement. In addition, the $2,000,000 cash payment to third party will be paid by Noventiq instead of the Sponsor and will be denominated as a Company transaction expense. In the event the Proposed Business Combination is not consummated and the Sponsor receives a termination fee, the third party shall receive $1,000,000 as complete satisfaction of the cash payment. The Finder's Fee Arrangement included potential compensation payable to the third party.

As the Proposed Business Combination was terminated on July 3, 2024, the Company does not expect to recognize compensation expense associated with this arrangement. Further, No termination fee was received in connection with the termination of the Business Combination Agreement.

ADS Facility, Sponsor Support Agreement, and Voting and Support Agreement

The following descriptions relate to agreements that were entered into in connection with the now-terminated Business Combination Agreement with Noventiq Holdings plc. On July 3, 2024, the Company and Noventiq mutually agreed to terminate the Business Combination Agreement. As a result, all related agreements described below are no longer in effect. See Note 1 - Financial Statements.

In connection with the Proposed Business Combination and pursuant to the Business Combination Agreement, the Company had agreed to establish a Level 2 ADS facility by entering into a Deposit Agreement with The Bank of New York Mellon (or an affiliate), as depositary, and filing with the SEC a registration statement on Form F-6 registering American Depositary Shares (the "ADSs"), each representing one Parent ordinary share (the "ADS Facility").

Following the Closing, each holder of Parent ordinary shares would have been able to deposit such holder's shares into the ADS Facility and receive ADSs, which were expected to trade on Nasdaq under the symbol "NVIQ." Following the Closing, the Company's outstanding warrants, issued under a Warrant Agreement, dated December 16, 2020, by and between the Company and Continental Stock Transfer & Trust Company, would have remained outstanding and were expected to continue trading on Nasdaq. In connection with the Closing, the ADSs, each representing one Parent ordinary share, were expected to be listed on Nasdaq as of the Effective Time.

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Concurrently with the execution of the Business Combination Agreement, our sponsor entered into a support agreement with the Company and Noventiq (the "Sponsor Support Agreement"), pursuant to which the sponsor agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby; (ii) not to solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-party with respect to a CGAC Acquisition Proposal (as defined in the Sponsor Support Agreement); (iii) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Proposed Business Combination; and (iv) not to transfer any of the Restricted Securities (as defined in the Sponsor Support Agreement) from and after the closing of the Proposed Transactions and until the earlier of (A) the six (6) month anniversary of the closing date of the Proposed Transactions and (B) the date following the closing date of the Proposed Transactions on which the Company completes a Liquidity Event (as defined in the Sponsor Support Agreement).

Concurrently with the execution of the Business Combination Agreement, the Company, Noventiq and certain shareholders of Noventiq (collectively, the "Noventiq Supporting Shareholders") executed a Voting and Support Agreement, pursuant to which each Noventiq Supporting Shareholder agreed to, among other things, (i) support the Business Combination and adopt the Business Combination Agreement, and (ii) lock up their Noventiq Shares for a period following the closing, subject to certain exceptions.

The Business Combination Agreement also contemplated that, prior to the Closing, the Company, the Sponsor Parties and certain Noventiq shareholders would enter into a Registration Rights Agreement, which would grant such parties registration rights with respect to their respective Parent ordinary shares.

Off-Balance Sheet Arrangements

As of December 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.