SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION
13 OR 15(d) OF THE
ACT OF 1934
Date of Report (Date of earliest event reported): January 25, 2023
G SQUARED ASCEND I INC.
(Exact name of registrant as specified in its charter)
(State or other
|205 N. Michigan Ave., Suite 3770
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (312) 552-7160
(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:
|¨||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
|Name of each
|Units, each consisting of one Class A ordinary share and one-fifth of a Warrant to acquire one Class A ordinary share||GSQD.U||The New York Stock Exchange|
|Class A ordinary shares, par value $0.0001 per share||GSQD||The New York Stock Exchange|
|Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50||GSQD.W||The New York Stock Exchange|
|Class A ordinary shares, par value $0.0001 per share, issuable upon exercise of Redeemable Warrants||GSQD||The New York Stock Exchange|
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 x
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 8.01. Other Events.
On January 25, 2023, G Squared Ascend I Inc., a Cayman Islands exempted corporation (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share, effective as of the close of business on February 9, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|99.1*||Press Release, dated January 25, 2023|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|G Squared Ascend I Inc.|
|By:||/s/ Ward Davis|
|Title:||Chief Executive Officer|
|Dated: January 25, 2023|
G Squared Ascend I Will Redeem Public Shares
New York, NY, January 25, 2023 – G Squared Ascend I Inc. (the “Company”) (NYSE: GSQD.U, GSQD, GSQD.W), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), effective as of the close of business on February 9, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).
As such, in accordance with the Company’s Articles, the Company will:
|●||cease all operations as of February 9, 2023, except for the purpose of winding up;|
|●||as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ (as defined in the Articles) rights as Members of the Company (including the right to receive further liquidation distributions, if any); and|
|●||as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Company’s board of directors, liquidate and dissolve,|
subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The per-share redemption price for the public shares will be approximately $10.18, excluding any permitted deductions (the “Redemption Amount”). The balance of the Trust Account as of January 23, 2023 was approximately $351,223,267.00, which includes approximately $6,223,267.00 in interest and dividend income (excess of cash over $345,000,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain up to $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.
The last day of trading will be February 8, 2023.
As of the close of business on February 9, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s sponsor has waived its redemption rights with respect to the outstanding Class B ordinary shares held by the sponsor. After February 9, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.
The Company expects that the New York Stock Exchange will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s registration statement on Form S-1 (Registration No. 333-252268), as amended, initially filed with the Commission on January 20, 2021, relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.