UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ 23March 19, ~~2024~~2025

CORNER GROWTH ACQUISITION CORP. 2

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40510

98-1582723

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

418 Broadway, #6592

Albany, NY

12207

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (347) 268-7868

____________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	TRONU	None

Class A Ordinary Shares included as part of the units	TRON	None

Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	TRONW	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 54.0301. ~~Amendments~~Changes toin ~~Articles~~Registrant’s ofCertifying ~~Incorporation or Bylaws~~Accountant.

~~The~~(a) ~~information~~On ~~included~~March in19, ~~Item~~2025, 5Corner Growth Acquisition Corp.07 is2 ~~incorporated~~(the by“Company”) ~~reference~~dismissed ~~into~~Hudgens ~~this~~CPA, ~~item~~PLLC (“Hudgens”) as the Company’s independent registered public accounting firm. The decision to dismiss Hudgens was approved by the ~~extent~~Board ~~required~~of Directors of the Company. The Company has not yet engaged a new independent registered public accounting firm to replace Hudgens.

~~Item~~Hudgens ~~5.07.~~was ~~Submission~~engaged ofas ~~Matters~~the toCompany’s aindependent ~~Vote~~public ofaccounting ~~Security~~firm ~~Holders~~on November 13, 2024 and did not issue any reports on the Company’s consolidated financial statements.

OnFrom ~~December~~November 2313, 2024, ~~Corner~~through ~~Growth~~March ~~Acquisition~~19, ~~Corp.~~2024, 2 (~~the “Company”~~i) ~~held~~there anwere ~~extraordinary~~no ~~general~~disagreements ~~meeting~~within (the ~~“Meeting”)~~meaning toof ~~approve~~Item ~~proposals to~~ 304(ia)(1)(iv) ~~amend~~of Regulation S-K, between the Company’s ~~amended~~ and ~~restated~~Hudgens ~~memorandum~~on ~~and~~any ~~articles~~matter of ~~association,~~accounting asprinciples ~~amended~~or ~~(the “Charter”)~~practices, tofinancial ~~effectuate~~statement andisclosure, ~~extension~~or ofauditing ~~time~~scope ~~for~~or ~~the~~procedure, ~~Company~~any toof ~~consummate~~which anthat, ~~initial~~if ~~business~~not ~~combination~~resolved ~~from~~to ~~December~~Hudgens’s 31satisfaction, ~~2024~~would tohave ~~December~~caused ~~31,~~Hudgens ~~2025,~~to ormake ~~such~~reference ~~earlier~~to ~~liquidation~~the ~~and~~subject ~~dissolution~~matter ~~date~~of asany ~~the~~such ~~Company’s~~disagreement ~~board~~in ofconnection ~~directors~~with ~~may~~its ~~approve~~reports ~~(the~~for ~~“Extension”)~~such years and ~~(ii)~~interim ~~elect~~period, ~~one~~and (1ii) ~~member~~there aswere ano ~~Class~~reportable Ievents ~~director,~~within ~~to serve on~~ the ~~Board~~meaning ~~for~~of Item 304(a)(1)(v) ~~period~~ of ~~three~~Regulation ~~years~~S-K orother ~~until~~than ~~his~~the ~~successor~~material isweaknesses ~~duly~~in ~~elected~~the ~~and qualified or such individual~~Company’s ~~earlier~~internal ~~resignation~~controls oridentified ~~removal.~~by Anmanagement ~~aggregate~~related ofto ~~4,666,810~~the ~~ordinary~~controls ~~shares~~around of the ~~Company,~~interpretation ~~which~~and ~~represented~~accounting afor ~~quorum~~certain ofcomplex ~~the~~financial ~~outstanding~~instruments, ~~ordinary~~recording ~~shares~~and ~~entitled~~disclosure ~~to vote as~~ of ~~the~~accrued ~~record~~and ~~date~~contingent ofliabilities ~~November~~and ~~25,~~their ~~2024,~~related ~~were~~expenses ~~represented~~and inthe ~~person~~communication or by ~~proxy~~executive atmanagement ~~the~~of ~~Meeting~~all material agreements.

The Company’s ~~shareholders~~provided ~~voted~~Hudgens onwith a copy of the ~~following~~above ~~proposals~~disclosures atand requested that Hudgens furnish a letter addressed to the ~~Meeting~~Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Hudgens’s letter dated March 20, ~~which~~2025 ~~were~~is ~~approved:~~filed as Exhibit 16.1 to this Current Report on Form 8-K.

(1) Proposal No. 1 — The Extension Amendment Proposal — a proposal to amend, by special resolution, the Company’s Charter to extend the date by which the Company has to consummate a business combination from December 31, 2024 to December 31, 2025 or such earlier liquidation and dissolution date as the Company’s board of directors may approve. The following is a tabulation of the votes with respect to this proposal:2

For		Against		Abstain		Broker Non-Votes
4,660,641		6,169		0		0

Item 9.01. Financial Statements and Exhibits.

(1d) ~~Proposal~~Exhibits ~~No.~~– ~~2 —~~ The ~~Director~~following ~~Election~~exhibits ~~Proposal~~are —filed ~~a proposal to approve, by ordinary resolution, the election of Hao Tian~~ as apart ~~Class I director, to serve on the Board for a period~~ of ~~three years or until his successor is duly elected and qualified or such individual’s earlier resignation or removal. The following is a tabulation of the votes with respect to~~ this ~~proposal~~report:

For	Against	Abstain	Broker Non-Votes
Exhibit No.				Description of Exhibit
4,660,514	0	6,296	0
16.1				Letter from Hudgens CPA, PLLC addressed to the Securities and Exchange Commission dated March 20, 2025
104				Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the Meeting, public holders of an aggregate of 437,513 Class A ordinary shares of the Company sold in its initial public offering (“public shares”) exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 15,048 public shares outstanding after the Meeting). The per share amount held in the Company’s trust account following such redemptions was approximately $11.97 per share.3

On December 23, 2024, the Company filed an amendment to the Charter with the Cayman Islands Registrar of Companies to effectuate the Extension. A copy of the amendment is attached hereto as Exhibit 3.1.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

	Corner Growth Acquisition Corp. 2

Date: March 25, 2025	By:	/s/ Hao Tian
	Name:	Hao Tian
	Title:	Chief Executive Officer

Exhibit		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	CORNER GROWTH ACQUISITION CORP. 2
Dated: December 26, 2024	By:	/s/ Hao Tian
		Hao Tian
		Chief Executive Officer

Filing Compare · CORNER GROWTH ACQUISITION CORP. 2