NEW
YORK, Jan. 25, 2023 /PRNewswire/ -- 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.
Forward-Looking Statements
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.
Media Contact:
The Bulleit Group for G Squared Ascend I
gsquared@bulleitgroup.com
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SOURCE G Squared Ascend I Inc.