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~~March 519, ~~2024~~2025

CORNER GROWTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39814

98-1563902

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

418 Broadway, #6183

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	COOLU	N/A

Class A Ordinary Shares included as part of the units	COOL	N/A

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	COOLW	N/A

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 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers~~Accountant.

As(a) ~~previously~~On ~~disclosed,~~March ~~on August 15~~19, ~~2024~~2025, Corner Growth Acquisition Corp. (the “Company”), ~~CGA~~dismissed ~~Sponsor,~~Hudgens ~~LLC~~CPA, ~~the Company’s former sponsor~~ PLLC (“~~Former Sponsor~~Hudgens”), ~~Ringwood~~as ~~Field, LLC (~~the “Purchaser”) and Alexandre Balkanski, John Mulkey and Jason Park entered into a purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things, the Former Sponsor transferred to the Purchaser an aggregate of 5,895,000 Class A Ordinary Shares of the Company~~, par value $0.0001 per share, and all of the Company~~’s ~~officers~~independent ~~and~~registered ~~directors~~public ~~other~~accounting ~~than Marvin Tien resigned from their positions with the Company, with Mr~~firm. ~~Tien~~The ~~remaining~~decision ~~a director of the Company. Pursuant~~ to ~~the~~dismiss ~~Purchase~~Hudgens ~~Agreement,~~was ~~the~~approved ~~Company~~by ~~agreed to prepare and file with~~ the ~~Securities~~Board ~~and Exchange Commission, and thereafter mail, an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act~~ of ~~1934,~~Directors ~~as amended, for the purpose~~ of ~~notifying~~ the Company~~’s shareholders of the transactions contemplated by the Purchase Agreement and change in the majority of the Board in connection therewith~~. The ~~On December 5, 2024, the~~ Company ~~mailed~~has ~~the~~not ~~Information~~yet ~~Statement~~engaged ~~to the Company’s shareholders. On the same date, pursuant to the Purchase Agreement, Marvin Tien,~~ a ~~director~~new ofindependent ~~the~~registered ~~Company,~~public ~~notified~~accounting ~~the~~firm Company’s Board of Directors that he was resigning as a director effective as of December 15, 2024, the tenth day after the mailing of the Information Statement (the “Effective Date”). There were no disagreements between the Company and Mr. Tien on any matter related to ~~the~~replace ~~Company’s operations, policies or practices~~Hudgens.

~~Additionally,~~Hudgens aswas ~~described~~engaged inas the ~~Information~~Company’s ~~Statement,~~independent onpublic ~~the~~accounting ~~Effective~~firm ~~Date,~~on ~~Hao~~November ~~Tian~~13, ~~will~~2024 ~~resign~~and ~~from~~did ~~his~~not ~~positions~~issue asany anreports ~~officer~~on ~~and director of~~ the Company’s ~~and~~consolidated ~~Xixuan~~financial ~~Hei will be appointed as Chief Executive Officer, Chief Financial Officer and Director of the Company~~statements.

~~Xixuan~~From ~~Hei~~November 13, ~~31years~~2024 ~~old~~through March 19, ~~has~~2024, a(i) ~~strong~~there ~~background~~were inno ~~finance,~~disagreements ~~digital~~within ~~innovation,~~the ~~and~~meaning ~~legal-tech~~of ~~solutions.~~Item ~~Ms.~~304(a)(1)(iv) ~~Hei~~of isRegulation S-K, between the ~~founder~~Company ofand ~~Herr~~Hudgens ~~Gallery,~~on aany ~~WebVR~~matter ~~NFT~~of ~~platform~~accounting ~~that~~principles ~~drives~~or ~~innovation~~practices, infinancial ~~virtual~~statement ~~spaces~~disclosure, ~~and~~or ~~digital~~auditing ~~art~~scope or procedure, any of which ~~she~~that, ~~founded~~if innot ~~August~~resolved ~~2021.~~to ~~Ms.~~Hudgens’s ~~Hei~~satisfaction, iswould ahave ~~CFA~~caused ~~Level~~Hudgens ~~III~~to ~~candidate~~make ~~and~~reference ~~holds~~to athe ~~Master~~subject matter of ~~Science~~any such disagreement in ~~Finance~~connection ~~from~~with ~~Johns~~its ~~Hopkins~~reports ~~University~~for such years and interim period, aand ~~Master~~(ii) there were no reportable events within the meaning of ~~Science~~Item 304(a)(1)(v) of Regulation S-K other than the material weaknesses in ~~Business~~the ~~Intelligence~~Company’s &internal ~~Analytics~~controls ~~from~~identified ~~Stevens~~by ~~Institute~~management ofrelated ~~Technology,~~to the controls around the interpretation and aaccounting ~~Bachelor~~for certain complex financial instruments, recording and disclosure of ~~Economics~~accrued inand ~~International~~contingent ~~Economy~~liabilities &and ~~Trade~~their ~~from~~related ~~North~~expenses ~~China~~and ~~University~~the communication by executive management of ~~Technology~~all material agreements.

2The Company provided Hudgens with a copy of the above disclosures and requested that Hudgens furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Hudgens’s letter dated March 20, 2025 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) toExhibits ~~the~~– ~~requirements~~The offollowing ~~the~~exhibits ~~Securities~~are ~~Exchange~~filed ~~Act~~as part 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.
Exhibit No.		Description of Exhibit
Date: December 9, 2024	By:	/s/ Hao Tian
16.1		Letter from Hudgens CPA, PLLC addressed to the Securities and Exchange Commission dated March 20, 2025
	Name:	Hao Tian
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
	Title:	Chief Executive Officer

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.

	Corner Growth Acquisition Corp.

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

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