Corner Growth Acquisition Corp. *

Corner Growth Acquisition Corp. *

Nov 30, 2020 by Matt Cianci

EXTENSION – 11/1/24 – LINK

  • The SPAC approved the extension from October 31, 2024 to December 31, 2025.
    • 124,289 shares were redeemed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 8/20/24 – LINK

  • The original sponsor entered into a purchase agreement with Ringwood Field, LLC to transfer its sponsor interest to the new purchaser.
    • Cantor agreed to accept a certain number of shares following the closing of a business combination in lieu of the cash deferred fee it’s owed.

The below-announced combination was terminated on 7/4/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Noventiq Holding Company [Terminated]

ENTERPRISE VALUE: $365 million
ANTICIPATED SYMBOL: NVIQ

Corner Growth Acquisition Corp. proposes to combine with Noventiq Holding Company.

Noventiq is a London-based global provider of digital transformation and cybersecurity solutions and services. The company has a presence in almost 60 countries and connects over 75,000 organizations with IT vendors, delivering its own services and solutions. In fiscal year 2021, Noventiq generated a turnover of around US$1.1 billion. The company has around 6,400 employees and focuses on markets with significant growth potential.


EXTENSION – 6/24/24 – LINK

  • The SPAC approved the extension from June 30, 2024 to October 31, 2024.
    • 38,647 shares were redeemed.
    • No contribution will be made into the trust account.

EXTENSION – 2/29/24 – LINK

  • The SPAC approved the extension from March 20, 2024 to June 30, 2024.
    • 83,349 shares were redeemed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 1/2/24 – LINK

  • The BCA was amended with the following:
    • (i) CGAC and Noventiq agreed to a pre-money equity value of Noventiq of $315 million,
    • (ii) the number of Alignment Shares (as defined in the A&R BCA) was reduced to 1,500,000,
    • (iii) the number of Sponsor Earnout Shares (as defined in the A&R BCA) was reduced to 2,000,000, released at $14, $16, and $18 (0.67M each)
    • (iv) the number of Noventiq Earnout Shares (as defined in the BCA) was increased to 15,000,000, (8M at $14, 4M at $16, 3M at $18)
    • (v) 3,800,00 private warrants held by CGA Sponsor LLC will be forfeited upon consummation of the Business Combination, and
    • (vi) the BCA extends the outside date for the closing of the Business Combination from May 4, 2024 to June 30, 2024.

EXTENSION – 6/22/23 – LINK

  • The SPAC approved the extension from June 21, 2023 to March 20, 2024.
    • 771,499 shares were redeemed at the meeting for $10.48 per share.
    • No contribution will be made into the trust account.

TRANSACTION

  • Upon closing of the transaction, and assuming no stockholders of Corner Growth redeem their shares, Noventiq will have $278M pro forma cash on balance sheet, consisting of $112 million in anticipated new financing proceeds and $191 million in existing cash (as of 12/31/2022), less $27 million in transaction fees.
  • Existing Noventiq shareholders are expected to own 84.7% of the fully diluted shares of the Combined Company, with public stockholders of Corner Growth expected to own 10.6%, and the Sponsors expected to own 4.7%.
  • The transaction is expected to close in the second half of 2023.

 


SPAC FUNDING

  • Documents have not been filed at this time.

EARNOUT [AMENDED please see subsequent event from 1/2/24]

  • Company
    • 30 million shares will be eligible for earnout for up to 5 years after the Closing of the business combination.
      • 1/3 If the share price VWAP equals or exceeds $14.00 for any 20/30 trading days
      • 1/3 If the share price VWAP equals or exceeds $16.00 for any 20/30 trading days
      • 1/3 If the share price VWAP equals or exceeds $18.00 for any 20/30 trading days
  • Sponsor
    • 5 million founder shares held in escrow for 5 years after the Closing of the business combination.
      • 1/3 If the share price VWAP equals or exceeds $14.00 for any 20/30 trading days
      • 1/3 If the share price VWAP equals or exceeds $16.00 for any 20/30 trading days
      • 1/3 If the share price VWAP equals or exceeds $18.00 for any 20/30 trading days

SPONSOR FORFEITURE [AMENDED please see subsequent event from 1/2/24]

  • 2,500,000 Sponsor Shares are subject to forfeiture based on the sum of
    • (i) the amount of gross proceeds raised prior to the Effective Time from additional financings, if any, by the Company and
    • (ii) the cash balance of the Company’s trust account held for the benefit of its public shareholders
  • At the Effective Time, the Sponsor Shares will automatically convert into Ordinary Shares on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association.

LOCK-UP

  • Company and Sponsor
    • 6 months from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION [AMENDED please see subsequent event from 1/2/24]

  • The one-year anniversary of the date (5/4/24) of the Business Combination Agreement (the “Outside Date”)

Termination Fee

  • Noventiq shall pay the Company a termination fee in an amount equal to 3% of the Equity Value.

ADVISORS

  • None were provided.

LETTER OF INTENT – 2/9/23 – LINK

  • The SPAC signed a letter of intent for a business combination with Noventiq
  • Noventiq and Corner Growth expect to finalize their definitive Business Combination Agreement in the coming weeks and plan to announce additional details at that time.
  • Noventiq is the brand name of Softline Holding plc, a global solutions and services provider in digital transformation and cybersecurity, headquartered in London.
    • Noventiq enables, facilitates and accelerates the digital transformation of its customers’ businesses, connecting over 75,000 organisations from all industries with hundreds of best-in-class IT vendors, and delivering its own services and solutions.
    • The Company delivered turnover of approximately US$1.1 billion in the fiscal year of 2021. The Company´s c. 5,700 employees work in almost 60 countries throughout Asia, Latin America, Europe, The Middle East and Africa – with a focus on markets with significant growth potential.

MANAGEMENT & BOARD


Executive Officers

Xixuan Hei, 31 [Appointed]
Chief Executive Officer, Chief Financial Officer, and Director

Xixuan Hei has a strong background in finance, digital innovation, and legal-tech solutions. Ms. Hei is the founder of Herr Gallery, a WebVR NFT platform that drives innovation in virtual spaces and digital art, which she founded in August 2021. Ms. Hei is a CFA Level III candidate and holds a Master of Science in Finance from Johns Hopkins University, a Master of Science in Business Intelligence & Analytics from Stevens Institute of Technology, and a Bachelor of Economics in International Economy & Trade from North China University of Technology.


Hao Tian, 31 [Appointed] [Resigned]
Chief Executive Officer, Chief Financial Officer, and Director

He is a risk manager at Amazon.com, Inc. (“Amazon”) and brings professional experience in due diligence investigation, anti-money laundering, and sanctions compliance. Before joining Amazon in 2021, Mr. Tian was a lead associate at Kroll, LLC (formerly Duff & Phelps), a premier investigation and financial risk advisory firm headquartered in New York, based in its Toronto and Reston offices. He started his career with the corporate security division at the World Bank Group based in Washington D.C. Hao Tian has served as an independent director of Battery Future Acquisition Corp., a blank check company that has entered into a business combination with Class Over Inc., since January 2024. Mr. Tian holds a Master’s degree from Georgetown University’s School of Foreign Service and a Bachelor’s degree in international relations and French studies from Lehigh University. 


Marvin Tien, 45 [Appointed CFO 4/2/24] [Resigned]
Co-Chairman, Chief Executive Officer, Director, and Chief Financial Officer

Marvin Tien is currently a General Partner and Managing Director of Corner Ventures and a Principal and Founder of Corner Capital Group. Corner Ventures was established in 2018 with a focus on leading growth financing rounds of emerging global technology companies. In 2010, Mr. Tien also co-managed Green Lake Capital, an investment subsidiary for Walsin Liwha Corp (TPE: 1605), which invested in emerging infrastructure technologies and became one of the largest owners and operators of commercial and industrial solar power generation assets. Later, in 2013, Mr. Tien co-founded Ahana Capital, which was subsequently sold to ATNI International (NASDAQ: ATNI) in 2014, and Mr. Tien co-led their efforts to expand the infrastructure investments to greater Asia. Prior to Green Lake Capital, Mr. Tien focused on family investments for Corner Capital Group, which made direct investments in private companies focused on cross border opportunities between the United States and Asia. Mr. Tien serves on the board of directors of Healthy.io Ltd., Nexar Inc. and Legal Logic Ltd. Mr. Tien is a graduate of Cornell University and received his MBA from the Wharton School at the University of Pennsylvania.


Jane Batzofin, 45 [Resigned]
President

Jane Batzofin, our President, is currently a Partner and General Counsel at Corner Ventures. Previously, Ms. Batzofin served as Director and General Counsel for Green Lake Capital, leading one of the first Power Purchase Agreement Funds in the renewable energy space from 2010 to 2014. In 2014, Ms. Batzofin and Mr. Tien structured a sale of the Green Lake Capital portfolio to ATNI International (NASDAQ: ATNI) and continued to manage it under the Ahana Renewables umbrella, a subsidiary of ATNI. Ahana Renewables was focused on cross-border transactions in the energy sector. Ms. Batzofin has served as an advisor to Corner Capital Group since 2014 and is currently a Partner. Prior to that Ms. Batzofin was a real estate and structured finance attorney from 2004 to 2008 at DLA Piper where she represented commercial banks, insurance companies, REITs, and funds in capital markets transactions. Ms. Batzofin has served on the Board of Directors for TILT Holdings Inc. (OTCMKTS: TLLTF) since 2019. She is a graduate of the University of California, Los Angeles and received her JD from Brooklyn Law School.


David Kutcher, 37 [Resigned]
Chief Investment Officer

David Kutcher is currently a venture partner with Corner Ventures. Prior to joining Corner Ventures in 2020, he was the managing partner at Torian Capital Partners, a firm he co-founded in 2016, which now serves as a family investment vehicle. From 2011 to 2016, Mr. Kutcher was a Managing Director with Broadband Capital Management, a New York based merchant banking firm and was an advisor to its successor firm, Broadband Capital Partners, an alternative investment firm, from February 2016 until December 2018. Mr. Kutcher was also the interim chief financial officer for Immunome (NASDAQ: IMNM), a Broadband Capital portfolio company, from June 2016 through March 2018. Mr. Kutcher had a significant role in assisting special purpose acquisition companies through their initial public offering and business combination processes, including Committed Capital Acquisition Corporation, which acquired One Group Hospitality, Inc. (NASDAQ: STKS) in October 2013 and was controlled by Broadband Capital principals. Mr. Kutcher started his career as an M&A and capital markets lawyer with Ellenoff Grossman & Schole LLP in New York from 2008 to 2011. Prior investments include Vroom, Inc. (NASDAQ: VRM), Immunome, Inc. (NASDAQ: IMNM), Zynerba Pharmaceuticals, Inc. (NASDAQ: ZYNE), ONE Group Hospitality, Inc. (NASDAQ: STKS), Montrose Environmental Group, Inc. (NYSE: MEG), TILT Holdings Inc. (OTCMKTS: TLLTF), Hydrofarm Holdings Group, Inc. and Mile High Labs International, Inc. Mr. Kutcher is also a board observer at IPwe. Mr. Kutcher holds a Bachelor of Arts from the University of the South (Sewanee) and a JD from Samford University (Cumberland).


Jerome “Jerry” Letter, 46 [Resigned 4/2/24]
Chief Financial Officer and Chief Operating Officer

Prior to joining Corner Growth in February 2021, Mr. Letter served in various roles for Airbnb, Inc. (NASDAQ: ABNB) (“Airbnb”) from March 2017 until January 2021, including as a member of the company’s global leadership team as director of operations and finance and as the chief operations and financial officer for Airbnb’s luxury business unit, where he was responsible for home supply and quality, service product design, guest experience/hospitality, strategy, finance, and business operations. From 2005 to 2017, Mr. Letter served as partner, chief financial officer and an investment professional at InterMedia Partners, L.P. (“InterMedia”), a middle-market media and tech focused growth and private equity fund. At InterMedia, Mr. Letter led the execution of multiple buy-side and sell-side transactions while also utilizing operational expertise with portfolio company management to drive value creation post-investment. Prior to that, he was a co-founding executive and vice president of finance for the Yankees Entertainment & Sports Network and before that, he held senior finance positions at Exodus Communications, Inc. and GlobalCenter Inc. in Silicon Valley. Mr. Letter began his career at Arthur Andersen LLP becoming a Certified Public Accountant (currently inactive). Mr. Letter has served on the Board of Directors of Selina Holding Company SE since January 2021. Mr. Letter is a graduate of Indiana University and received his MBA from Columbia Business School. Bachelor of Arts from the University of the South (Sewanee) and a JD from Samford University (Cumberland).

Board of Directors

John Cadeddu, 54 [Resigned]
Co-Chairman and Director

John Cadeddu is currently a General Partner and Managing Director of Corner Ventures and co-founded its predecessor firm, DAG Ventures. From 2004 to 2016, DAG Ventures raised in excess of $1.6 billion over five funds, and Mr. Cadeddu sourced many of DAG Ventures’ most successful investments, including Ambarella, Inc. (NASDAQ: AMBA), Bloom Energy Corporation (NYSE: BE), Clearwell Systems, Inc. (acquired by Symantec), Eventbrite, Inc. (NYSE: EB), FireEye, Inc. (NASDAQ: FEYE), Glassdoor, Inc. (acquired by Recruit Holdings Co., Ltd.), Grubhub Inc. (NYSE: GRUB), iZettle AB (acquired by PayPal), Jasper Technologies, Inc. (acquired by Cisco), LearnVest, Inc. (acquired by Northwest Mutual), Nextdoor, 1Life Healthcare, Inc. (NASDAQ: ONEM), OptiMedica Corporation (acquired by AMO), Silver Peak Systems, Inc. (acquired by HPE), Wealthfront Inc., WeWork Companies Inc., Wix.com Ltd. (NASDAQ: WIX), Xoom Corporation (listed as XOOM on the Nasdaq Global Select Market prior to being acquired by PayPal) and Yelp Inc. (NYSE: YELP). From 1999 to 2004, Mr. Cadeddu worked at Duff Ackerman & Goodrich, a telecommunications-focused private equity firm. Prior to Duff Ackerman & Goodrich, Mr. Cadeddu worked at Tandem Computers, Octel Communications, JP Morgan and Amsterdam Pacific. Mr. Cadeddu serves on the board of directors of CommonSense Robotics Ltd., Prismo Systems Inc. and Picarro, Inc. He is also a board observer at Twin Health and Wealthfront Inc. He has previously served as board member or board observer at Ambarella Inc., Bloom Energy Corporation, EventBrite, Inc., FireEye, Inc., Glassdoor, Inc., GrubHub Inc., Mint Software Inc., 1Life Healthcare, Inc., Pacific BioSciences of California, Inc., Silver Peak Systems, Inc. and Xoom Corporation. Mr. Cadeddu is a graduate of Harvard University and received his MBA from the Stanford University Graduate School of Business.


Alexandre Balkanski, 60 [Resigned]
Director

Alexandre Balkanski is a long-time technology industry leader with a demonstrated track record of delivering growth in revenue and profits while achieving recognition for outstanding customer satisfaction. He is currently the president and chief executive officer of Picarro, Inc. (“Picarro”) where he has also served as director since 2002. Mr. Balkanski also currently serves as a board member of D2S, Inc. and Engageli, Inc. where he has served since 2007 and July 2020, respectively. Prior to joining Picarro in 2013, Mr. Balkanski was a managing partner and general partner at Benchmark Capital from March 2000 to November 2013. Mr. Balkanski previously led C-Cube Microsystems Inc. (“C-Cube”) and DiviCom Inc. (“DiviCom”), two pioneering companies that drove the MPEG standard to dominance in consumer electronics and broadcasting. Mr. Balkanski founded C-Cube in 1988. In 1994, he took the company public, and in 1998 he orchestrated C-Cube’s acquisition of DiviCom. Previously, he was a board member of Ambarella, Inc. (NASDAQ: AMBA), Decru, Inc. (acquired by Network Appliance, Inc.), Entrisphere, Inc. (acquired by Telefonaktiebolaget LM Ericsson) and Infinera Corporation (NASDAQ: INFN). Mr. Balkanski holds a PhD and MS from Harvard University and a Bachelor of Science from Harvard College.


John Mulkey, 47 [Resigned]
Director

John Mulkey is currently the manager of Mulkey Holdings, a private family office specializing in debt and equity investments across the hospitality, real estate, gaming and lodging sectors. Prior to his current role, Mr. Mulkey was the chief financial officer and executive vice president of Zuffa, LLC (dba and owner to Ultimate Fighting Championship (“UFC”)) from 2006 to 2015. During his decade-long role at UFC, Mr. Mulkey oversaw all worldwide financial operations for the media and entertainment company and contributed to its growth from a breakeven cash flow enterprise to one valued at over $4 billion at exit. Prior to UFC, Mr. Mulkey was a managing director at Wachovia Securities LLC from 2005 to 2006, where he ran high-yield research in the gaming and lodging sectors and was twice awarded the prestigious Institutional Investor All-American research award. Prior to Wachovia, Mr. Mulkey was a managing director at Bear Stearns & Co. in New York City from 2001 to 2005, where he held a similar role across the equity and high-yield platforms at the investment bank. Before moving to New York, Mr. Mulkey was the director of business development for Station Casinos, Inc. in Las Vegas and had worked in various analyst roles there and with Mirage Resorts Inc., where he was a graduate of the Management Associate Program. Mr. Mulkey holds a Bachelor of Arts degree in Economics from Vanderbilt University in Nashville, Tennessee.


Jason Park, 43 [Resigned]
Director

Jason Park is currently the chief financial officer of DraftKings Inc. (Nasdaq: DKNG) (“DraftKings”). He joined DraftKings in that capacity in June 2019, and is responsible for the accounting, tax, treasury, financial planning and analysis and investor relations departments. Prior to joining DraftKings, from 2009 to 2019, Mr. Park worked at Bain Capital Private Equity (“Bain Capital”) where he was an operating partner and focused on technology investments. For more than 10 years, Mr. Park worked collaboratively with chief executive officers, chief financial officers and management teams to develop and achieve value creation plans. Before Bain Capital, he was an associate partner at McKinsey & Company from 1999 to 2008. Mr. Park has previously served as a director of CentralSquare Technologies, Inc. Mr. Park holds an MBA from the Wharton School at the University of Pennsylvania and MAcc (Master of Accountancy) and Bachelor of Business Administration degrees from the University of Michigan.


Kevin Tanaka, 29 [Resigned]
Director of Corporate Development

Kevin Tanaka has been a principal at Corner Ventures since 2019. Prior to joining Corner Ventures, Mr. Tanaka worked at M-III Partners from 2018 to 2019 where he served as a vice president, helping the company in its lead role as the financial and restructuring advisor to Sears prior to and through its Chapter 11 restructuring. Prior to joining M-III, Mr. Tanaka worked at Vista Equity Partners on the Private Equity team in Austin, Texas from 2015 to 2017 where he specialized in the evaluation and acquisition of enterprise software, data, and technology companies. Before Vista, Mr. Tanaka worked at Morgan Stanley from 2013 to 2015. Mr. Tanaka is a graduate of the University of California, Berkeley.