As filed with the United States Securities and Exchange Commission on December 16, 2020
under the Securities Act of 1933, as amended. 

No. 333-               

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM S-1
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Corner Growth Acquisition Corp.
(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		6770		98-1563902
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

251 Lytton Avenue, Suite 200
Palo Alto, California 94301
(650) 543-8180

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807
Telephone: (302) 338-9130

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Christian O. Nagler Debbie P. Yee, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900

Douglas S. Ellenoff Stuart Neuhauser Joshua N. Englard Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-251040

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

		Large accelerated filer		☐		Accelerated filer		☐
		Non-accelerated filer		☒		Smaller reporting company		☒
						Emerging growth company		☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered		Amount Being Registered(1)				Proposed Maximum Offering Price per Security(2)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)			5,750,000 units			$	10.00			$	57,500,000			$	6,273.25
Class A ordinary shares included as part of the units(3)			5,750,000 shares				—				—				—	(4)
Redeemable warrants included as part of the units(3)			1,916,667 warrants				—				—				—	(4)
Total										$	57,500,000			$	6,273.25	(5)

 

(1)

Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251040).

 

(2)

Estimated solely for the purpose of calculating the registration fee.

 

(3)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions.

 

(4)

No fee pursuant to Rule 457(g).

 

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-251040), which was declared effective by the Securities and Exchange Commission on December 16, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters' option to purchase additional units.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed with respect to the registration of 5,750,000 additional units of Corner Growth Acquisition Corp, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-251040) (the “Prior Registration Statement”), initially filed by the Registrant on November 30, 2020 and declared effective by the Securities and Exchange Commission (the “Commission”) on December 16, 2020. The required opinions of counsel and related consents and accountant's consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at U.S. Bank as soon as practicable (but no later than the close of business as of December 17, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than December 17, 2020.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a)

Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-251040) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement.

 

Exhibit No.		Description
5.1		Opinion of Kirkland & Ellis LLP.
5.2		Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.
23.1		Consent of Marcum LLP.
23.2		Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).
23.3		Consent of Maples and Calder (included on Exhibit 5.2).
24		Power of Attorney (included on signature page to the initial filing of this Registration Statement).

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, California, on the 16^th day of December 2020.

 

	CORNER GROWTH ACQUISITION CORP.
	By:	/s/ Marvin Tien
	Name:	Marvin Tien
	Title:	Co-Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities below on December 16, 2020.

 

Name		Position
/s/ Marvin Tien		Co-Chairman, Chief Executive Officer and Director
Marvin Tien		(Principal Executive Officer)
/s/ David Kutcher		Chief Financial Officer
David Kutcher		(Principal Financial Officer and Principal Accounting Officer)
/s/ John Cadeddu		Co-Chairman and Director
John Cadeddu
/s/ Alexandre Balkanski		Director
Alexandre Balkanski
/s/ John Mulkey		Director
John Mulkey
/s/ Jason Park		Director
Jason Park

 

 

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