UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On November 19, 2021, the Audit Committee of the Board of Directors (the “Audit Committee”) of Corner Growth Acquisition Corp. (the “Company”) concluded, in consultation with the Company’s management and Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, that the Company’s audited balance sheet as of December 21, 2020 included in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 29, 2020, the Company’s audited annual financial statements as of December 31, 2020, filed with the SEC in the Company’s amendment to its Annual Report on Form 10-K as of and for the period from October 20, 2020 (inception) through December 31, 2020, and the Company’s quarterly unaudited financial statements and related footnotes as of and for the quarterly periods ended March 31, 2021 and June 30, 2021, should no longer be relied upon. In addition, the audit report of Marcum included in the amendment to the Annual Report on Form 10-K filed with the SEC on May 24, 2021 and the audited balance sheet as of December 21, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2020 should no longer be relied upon.
In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares issued in connection with its initial public offering in temporary equity. ASC 480, paragraph 10-S99 provides that redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with the financial statements for the quarter ended September 30, 2021, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, the Company will present all shares of redeemable Class A ordinary shares as temporary equity.
The Company plans to reflect the restatement of its temporary and permanent equity (and other related changes) as of December 31, 2020 and as of and for the quarterly periods ended March 31, 2021 and June 30, 2021 in an amendment to its Annual Report on Form 10-K as of and for the year ended December 31, 2020 and its upcoming Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC. The Company does not expect any of these changes will have any impact on its cash position or cash held in its trust account.
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 19, 2021 | CORNER GROWTH ACQUISITION CORP. | |||||
| By: | /s/ Jerome “Jerry” Letter | |||||
| Name: Jerome “Jerry” Letter | ||||||
| Title: Chief Financial Officer and Chief Operating Officer | ||||||