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    ROPES &
    GRAY LLP

    1211 AVENUE OF THE AMERICAS

    NEW YORK, NY 10036-8704

    WWW.ROPESGRAY.COM

November 23, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Stacie Gorman

    Pamela Long

    Re:
    Corner Growth Acquisition Corp.

    Preliminary Proxy Statement and Amendment No. 1 to the Preliminary Proxy
    Statement on Schedule 14A

    Filed November 7, 2022 and November 23, 2022, respectively

    File No. 001-39814

Dear Ms. Gorman and Ms. Long:

This letter sets forth
the response of Corner Growth Acquisition Corp. (the “Company”) in response to a comment received by telephone on November 23,
2022 from the staff of the Securities and Exchange Commission (the “SEC”) with respect to the Preliminary Proxy Statement
and Amendment No. 1 to the Preliminary Proxy Statement (the “Preliminary Proxy Statement”), which were filed with the
SEC on November 7, 2022 and November 23, 2022, respectively.

For your convenience, we have repeated the
comment below, and our response follows your comment. Capitalized terms not otherwise defined herein have the same meanings as defined
in the Preliminary Proxy Statement, unless otherwise indicated.

 1. Comment: Please revise the risk factor re: investment
                                            company status to reinsert the following language from the Preliminary Proxy Statement filed
                                            on November 7, 2022:

“In addition, even prior to the 24-month anniversary
of the effective date of the registration statement relating to the IPO, we may be deemed to be an investment company. The longer that
the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such
securities, even prior to the 24-month anniversary of the effective date of the registration statement relating to the IPO, there is
a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.”

Response: The Company will include this language
in the Definitive Proxy Statement on Schedule 14A and has included a marked version of the risk factor as shown below:

If we are deemed to be an investment
company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination
and instead be required to liquidate the Company. To mitigate the risk of that result, on or about the 24-month anniversary of the effective
date of the registration statement relating to the IPO, we will instruct Continental Stock Transfer & Trust Company to liquidate the
securities held in the Trust Account and instead hold all funds in the trust account in cash. As a result, following such change, we will
likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the dollar amount that our Public
Stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained
in U.S. government securities or money market funds.

On March 30, 2022, the SEC issued the
SPAC Rule Proposals, relating, among other things, to circumstances in which SPACs such as us could potentially be subject to the Investment
Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition
of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria.
To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a
business combination transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file
a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later
than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required
to complete its initial business combination no later than 24 months after the date of the registration statement for its initial public
offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with
the SPAC Rule Proposals.

There is currently uncertainty concerning
the applicability of the Investment Company Act to a SPAC, including a company like ours, which does not complete its initial business
combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed the IPO in December
2020 and have operated as a blank check company searching for a target business with which to consummate an initial business combination
since such time (or approximately 23 months after the effective date of the IPO, as of the date of this proxy statement). As a result,
it is possible that a claim could be made that we have been operating as an unregistered investment company if the SPAC Rule Proposals
are adopted as proposed. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced
to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required
to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business,
including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants
or rights would expire worthless.

The funds in the Trust Account have,
since the IPO, been held only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting
certain conditions under Rule 2a-7 under the Investment Company Act. As of June 30, 2022, amounts held in trust account included approximately
$0 of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the
Investment Company Act, we will, on or about the 24-month anniversary of the effective date of the registration statement relating to
the IPO, or December 21, 2022, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account,
to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in cash (i.e., in one or more bank accounts) until the earliest of the Company’s completion of an initial business combination,
the Extended Date, or the Amended Termination Date, as applicable. Following such liquidation of the assets in the Trust Account, we will
likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Stockholders
would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S.
government securities or money market funds. This means that the amount available for redemption will not increase in the future, and
those stockholders who elect not to redeem all or a portion of their Public Shares in connection with the approval of the Extension Proposal
will receive no more than the same per share amount, without additional interest, if they redeem all or a portion of their Public Shares
in connection with a business combination or if the Company is liquidated in the future, in each case as compared with the per share amount
they would have received if they had redeemed all or a portion of their Public Shares in connection with the approval of the Extension
Proposal.

In addition, even prior
to the 24-month anniversary of the effective date of the registration statement relating to the IPO, we may be deemed to be an investment
company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested
exclusively in such securities, even prior to the 24-month anniversary of the effective date of the registration statement relating to
the IPO, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

If you have any questions about this letter or
require further information, please call the undersigned at (212) 596-9575.

    Very truly yours,

    /s/ Christopher
    Capuzzi

    Christopher Capuzzi

    cc:
    David Kutcher (Corner Growth Acquisition Corp.)

    Carl Marcellino (Ropes & Gray LLP)