Noventiq and Corner Growth Acquisition Corp. File Form F-4 Ahead of Proposed Nasdaq Listing

Noventiq Holdings PLC (“Noventiq”), a global digital transformation and cybersecurity solutions and services provider, and Corner Growth Acquisition Corp. (Nasdaq: COOL) (“Corner Growth”), a special purpose acquisition company led by veteran technology investors (“Sponsors”), today filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (the “F-4”) in connection with the previously announced proposed Business Combination (as defined below).

·         On May 4, 2023, Noventiq and Corner Growth entered into a business combination agreement that is expected to result in the combined company being listed on Nasdaq under the symbol "NVIQ".

·         In advance of the F-4 filing, Noventiq recently completed a Public Company Accounting Oversight Board (“PCAOB“) audit on its financial statements for FY22 and FY23 (12 months ended March 31, 2022, and 2023).

·         The company delivered revenue in FY23 of $401.8 million, an increase of 62.2% on a reported currency basis and 70.7% in constant currency. Gross profit was $176.1 million, an increase of 50.9% on a reported currency basis, and 60.6% in constant currency.

·         Noventiq recently announced that it is joining the Microsoft Intelligent Security Association, strengthening its commitment to cybersecurity, designed for end-to-end solutions to empower clients to safeguard their data, infrastructure, and applications, proactively detecting and thwarting threats.

·         Noventiq recently entered into a multi-year Strategic Collaboration Agreement (SCA) with Amazon Web Services (AWS). This collaboration builds on the long-standing relationship between the two parties to further support their customers to migrate and modernize their IT workloads and data to the cloud and leverage AWS’ plethora of innovative services.

·         As part of its investment in AI technologies, Noventiq recently launched Weaver Peer, a knowledge-based AI assistant, designed and built in-house by Noventiq subsidiary, Intellya. As an extension of the Weaver platform, Weaver Peer represents another milestone in the breadth of AI capabilities offered by Noventiq and will be available globally to support businesses on their digital transformation journey.

·         As previously disclosed, the company has completed its re-domiciliation to the Cayman Islands, and as a closing condition of the transaction, has successfully delisted from the London Stock Exchange (“LSE”) and Moscow Exchange (“MoEX”). 

Hervé Tessler, CEO of Noventiq, said:

“We are transforming our business at speed and scale, and the filing of our F-4 represents a significant milestone in our path towards a Nasdaq listing and broader participation for public investors. We are investing significantly in our business and our people, further expanding our capabilities and competitive reach to deliver digital transformation and cyber security solutions in high-growth emerging markets. As we look ahead, we are excited by the opportunity to drive substantial value for all our stakeholders including our customers, our people, our shareholders, our partners and the communities in which we operate.”

Marvin Tien, Co-Chairman & CEO of Corner Growth, said:

“We are excited to be taking this next step towards the public markets. We see digital transformation and cybersecurity solutions and services as forces driving global change with a long runway of robust demand. Noventiq, with its strong market position and focus on India and other high growth emerging markets, is positioned to bring this digital transformation to global customers. As a NASDAQ listed company, Noventiq is bringing compliance, transparency and financing capabilities to its universe of current customers and partners and opens the door to new ones.  We firmly believe that Noventiq, with their deep industry experience and innovative culture, will be a leader in addressing this large and growing market opportunity.”

Background Information on the Business Combination Agreement

The board of directors of Noventiq has continually evaluated the best options designed toward ensuring that the fundamental value of Noventiq is properly reflected by the market.

On May 4, 2023, Noventiq and Corner Growth entered into a business combination agreement that is expected to result in the combined company (“Combined Company”) being listed on Nasdaq under the symbol “NVIQ”. On December 29, 2023, Noventiq and Corner Growth entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), by and among Noventiq, Corner Growth, Noventiq Holding Company (“PubCo”), Noventiq Merger Sub 1 Limited and Corner Growth SPAC Merger Sub, Inc., which (i) contemplates a “double-dummy” structure under which both Noventiq and Corner Growth would merge with subsidiaries of a newly formed parent company expected to be listed on Nasdaq, (ii) reduces the equity valuation of Noventiq from $877 million to $330 million (this equity valuation is based on targeted results for the fiscal year ending March 31, 2024 of at least $1.9 billion of gross sales, approximately $200 million of gross profit and approximately $40 million of Adjusted EBITDA), and (iii) extends the outside date for the closing of the Business Combination from May 4, 2024 to [June 30, 2024]. The proposed business combination (“Business Combination”) is expected to provide Noventiq with improved access to new sources of capital, accelerate M&A opportunities, and enhance its reach and capabilities in fast-growing technology development in cybersecurity, generative AI, and other high-margin solutions and tools.

Further to the announcement on January 24, 2023 of its intention to re-domicile the company from Cyprus to the Cayman Islands: Re-domiciliation, shareholders approved all resolutions in relation to the transaction at the general meeting held on February 15, 2023: GM Result February 15, 2023. Noventiq completed the re-domiciliation, effective July 26,

2023: Re-domiciliation completion.

Further to the announcement made by the Company on June 22, 2023, the cancellation of the listing of the Company’s GDRs on the LSE and MoEX became effective on July 26, 2023, and September 27, 2023 respectively. Delisting on LSE and MoEX is a condition of the business combination with Corner Growth Acquisition Corp, and given the multiple trading venues involved, the Company initiated the process in June as a natural step to ensure completion in a timely manner with no impact completion of the business combination.

No Offer or Solicitation

This communication relates to the proposed Business Combination between Noventiq and Corner Growth. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information and Where to Find It

In connection with the Business Combination, Noventiq and Corner Growth have filed with the SEC a Registration Statement on Form F-4 (as may be amended from time to time, the "Registration Statement"), which includes a preliminary prospectus and preliminary proxy statement. Corner Growth will mail a definitive proxy statement, definitive prospectus and other relevant documents to its shareholders when the Registration Statement is declared effective. This communication is not a substitute for the Registration Statement, the definitive proxy statement, the definitive prospectus or any other document that Corner Growth will send to its shareholders in connection with the Business Combination. Investors and security holders of Corner Growth are advised to read, when available, the proxy statement in connection with Corner Growth's solicitation of proxies for its special meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement will contain important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement will be mailed to shareholders of Corner Growth as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website www.sec.gov or by directing a request to: ryan.flanagan@icrinc.com.

Participants in the Solicitation

Corner Growth, Noventiq and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Corner Growth's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Corner Growth's directors and officers in Corner Growth's filings with the SEC including the Registration Statement to be filed with the SEC by Corner Growth, which will include the proxy statement Corner Growth for the Business Combination, and such information and names of Noventiq's directors and executive officers will also be in the Registration Statement filed with the SEC by Corner Growth, which will include the proxy statement of Corner Growth for the Business Combination.