UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal period ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

G Squared Ascend II Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

333-253898

98-1603099

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer

Identification Number)


205 N. Michigan Avenue, Suite 3770 Chicago, IL		60601
(Address of principal executive offices)		(Zip Code)

(312) 552-7160

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

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 and one-third of a Warrant to acquire one Class A ordinary share	GSQB.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	GSQB	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	GSQB.W	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share, issuable upon exercise of Redeemable Warrants	GSQB	The New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of March 22, 2022, there were 5,602,406 units, par value $0.0001 per share, 8,772,594 Class A ordinary shares, par value $0.0001 per share, 3,593,750 Class B ordinary shares, par value $0.0001 per share, and 2,924,179 warrants of the company issued and outstanding.

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TABLE OF CONTENTS


		PAGE
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	57
Item 2.	Properties	57
Item 3.	Legal Proceedings	57
Item 4.	Mine Safety Disclosures	57

PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	58
Item 6.	Selected Financial Data	59
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 8.	Financial Statements and Supplementary Data	64
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	64
Item 9A.	Controls and Procedures	64

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	75
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	76
Item 13.	Certain Relationships and Related Transactions, and Director Independence	77
Item 14.	Principal Accountant Fees and Services	78

PART IV
Item 15.	Exhibits and Financial Statement Schedules	80
Item 16.	Form 10-K Summary	81

EXHIBIT INDEX

SIGNATURES		82

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EXPLANATORY NOTE

References throughout this Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to G Squared Ascend II Inc., unless the context otherwise indicates.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our founding team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this annual report may include, for example, statements about:

➤ our ability to select an appropriate partner business or businesses; our ability to complete our initial business combination;

➤ our expectations around the performance of a prospective partner business or businesses;

➤ our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

➤ our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

➤ the proceeds of the forward purchase securities being available to us;

➤ our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective partner businesses;

➤ our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;

➤ the ability of our officers and directors to generate a number of potential business combination opportunities; our public securities’ potential liquidity and trading;

➤ the lack of a market for our securities;

➤ the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; and

➤ the trust account not being subject to claims of third parties; or our financial performance following our initial public offering.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Past performance by our founding team or their affiliates may not be indicative of future performance of an investment in us.

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.

We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per public share.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.10 per share.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.

We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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PART I

Item 1. Business

Overview

G Squared Ascend II Inc. (“we,” the “Company,” or the “SPAC”) is a blank check company incorporated on February 12, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this annual report as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.

While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the technology sector, and specifically within six core verticals, or “megatrends” as described below.

Our Sponsor

Our sponsor is an affiliate of G Squared Equity Management LP (“G Squared”), a registered investment adviser (“RIA”) under the Investment Advisers Act of 1940, as amended, and venture capital fund manager which was founded in 2011 by Larry Aschebrook. As of the date of this annual report, G Squared has 27 professionals across four offices, San Francisco, CA, Chicago, IL, Greenwich, CT, and Zurich, Switzerland, and has deployed more than $2 billion of capital since inception across several funds, separate managed accounts and co-investments focused on growth stage opportunities in the global technology sector. G Squared has 60 total active positions across current active funds, with a co-invest ratio of 1:2.

G Squared has invested in approximately 100 companies since the firm’s founding. Numerous of those investments have been successfully exited via IPO, direct listing, or M&A with strategic and financial investors and SPACs. G Squared has completed over 180 total transactions since January 2019. This investment activity has taken place globally with recent emphasis on Europe where the firm has invested over $250 million into companies operating and headquartered there.

Our investment focus will be aligned with six areas within technology which G Squared focuses on and has identified as core “megatrends”: Software-as-a-Service, Online Marketplaces, Mobility 2.0/Logistics, Fintech/Insurtech, New Age Media and Sustainability. G Squared’s portfolio includes leaders in these sectors such as 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, UiPath and WeFox. G Squared has also successfully exited investments in notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others.

We believe our management team is well positioned to source attractive businesses within the global technology sector, and specifically across these six megatrends that we believe present attractive opportunities for public market investors. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability.

Our Affiliation with G Squared

G Squared was formed with the singular goal of investing in the world’s leading mid-to-late-stage, venture-backed private companies that could be, and in many cases should be, public companies. The evolution of the IPO landscape and the emergence of private, billion-dollar plus valuation, venture-backed companies (“Unicorns”) continue to create an opportunity for growth-oriented investors seeking liquidity in a short window. As VC-backed companies have continued to stay private longer, the number of businesses with a valuation of over $1 billion has dramatically accelerated. The typical private company lifecycle has elongated from just a few years from idea to IPO to ~14 years in 2018, according to the Kauffman Fellows. According to CB Insights, as of January 2021, there were 518 private company Unicorns with a cumulative valuation of $1.6 trillion.

Against this backdrop, G Squared built a business that provides growth capital to companies and also satisfies the liquidity needs of early-stage investors and employees seeking to monetize or partially monetize their shares in these highly regarded growth-stage businesses. G Squared’s status as an RIA, allows it to purchase both primary and secondary direct shares. Many traditional VC firms operate under the Venture Capital Exemption Act which restricts their weighting of capital allocation into secondary transactions. These traditional VCs must deploy over 80% of their funds directly into primary rounds. G Squared’s flexibility in building positions

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in companies has created a structuring expertise that includes a variety of securities. We believe this proven ability to tailor liquidity solutions to the specific needs of a target company will be an attractive element of our value proposition to potential business combination targets. The areas of historical investment focus for G Squared include the following:

➤

Secondary Direct Investments: The G Squared team works alongside portfolio company C-suites and board members to create ongoing liquidity programs as the company’s Right of First Refusal (RoFR) partner. G Squared refers to this investment strategy as secondaries solutions. G Squared has deployed this secondaries solutions strategy into a majority of their positions across their funds. This unique strategy enables strong rapport with portfolio company management teams and fosters longstanding relationships that persist well into the typical portfolio company’s public market debut. Our sponsor’s secondaries solutions provide portfolio company management teams and boards with (i) the ongoing absorption of secondary transactions identified by management that relieves the pressure of today’s elongated private company life cycle, (ii) cap table / valuation management advisory, (iii) the enablement of employee options and shareholder financing programs and (iv) the creation of liquidity for other managers invested who hold shares in a vehicle that have exhausted the related fund’s life. This contributes to the greater than 70% of shares in current active funds sourced through secondary transactions. Historically, this activity has supported portfolio companies to stay private longer. We view the G Squared Ascend strategy as an “Exit-as-a-Service” enhancement to our sponsor’s core secondaries solutions expertise. This strategy is being deployed as an increasing number of our portfolio companies appear ripe for public markets. G Squared views this overall secondaries solutions approach as an important core competency of the organization that should serve to enhance our Company’s likelihood of completing a successful merger. Additionally, our sponsor’s experience in structuring transactions in the private market should translate to flexibility around reaching a successful deal.

➤

Primary Direct Investments: Primary direct investments will typically consist of equity (preference or ordinary shares) or convertible debt and can include multiple structuring mechanisms to enhance return profile or protect against investment losses.

➤

Employee Tenders: G Squared has led a substantial number of employee tenders for portfolio companies in previous flagship funds that often relieve employee retention concerns by providing needed liquidity. This expertise may be of value in an acquisition that includes a secondary component for the target business.

Our sponsor has developed an extensive global network of venture GP peers and growth-stage management teams. Further, G Squared has created a niche in the growth venture capital ecosystem by becoming a trusted liquidity solution provider to:

➤

Portfolio Companies: Partnering with management teams and boards by providing growth capital in primary rounds, assisting with cap table management by purchasing secondary shares from willing sellers and supporting worker retention with coordinated and structured employee tender transactions.

➤

Other General Partners (“GPs”): Partnering with leading venture capital firms to provide latter-stage secondary exits for certain top positions that have exhausted their respective fund lives, or that need liquidity.

By becoming a valued partner to both companies and other GPs, G Squared is often invited to invest in some of the world’s leading private tech businesses. The access attained by our sponsor benefits our Company by affording it the ability to identify winning business models in their respective niches that have demonstrated strong fundamental performance over time. G Squared investment activity over several committed capital funds has consistently produced top returns. Further, G Squared has been recognized by Institutional Investor and Prequin as one of the top performing venture capital fund managers in the world.

Our sponsor’s funds generally target growth-stage companies that exhibit proven concepts and commercial viability in the sectors described in Our Market Opportunity. The Company will leverage this research and experience to engage potential acquisition targets through G Squared’s network of industry participants, often through invitation by executives, board directors, or early investors. Our sponsor will filter investment opportunities from several hundred VC-backed unicorns and emerging unicorns, will actively track and assess hundreds of companies, and has transacted in over 40 companies. We fully expect our sponsor’s market positioning to be advantageous in identifying potential targets.

G Squared’s historic returns have been driven by portfolio company fundamental performance. It is the responsibility of G Squared’s research function to evaluate and recommend investment opportunities, leveraging nearly a decade of proprietary firm analysis. Our sponsor’s research team incorporates individuals with not only extensive VC / private market experience, but also seasoned hedge

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fund managers with deep public equity research and portfolio management experience. The addition of a hedge fund perspective to our research function, inclusive of a team that has evaluated hundreds of initial public offerings over a 26-year period of public market investing, delivers a critical eye to exit outcomes and understands what makes for a successful public company—another unique element of our sponsor’s proposition.

Our Market Opportunity

G Squared Ascend II will focus its search for business combination targets on companies operating in the following six technological mega-trends: Software-as-a Service, Online Marketplaces, Mobility 2.0/Logistics, FinTech/InsurTech, New Age Media, and Sustainability. We believe that these sectors are poised for continued significant growth driven by innovation and disruption that, coupled with our management team’s proficiency and expertise, will provide attractive opportunities for G Squared Ascend.

Moreover, in addition to U.S.-based companies, we believe that there are numerous attractive European companies operating around these segments which benefit from the same trends and have a global appeal. As of late 2020, the year was on track to set a new record of capital invested into European technology companies, with total investment projected to reach over $40 billion, per dealroom.co. The unicorn pipeline also continues to steadily grow with 18 new unicorns in 2020. According to dealroom.co, the total number of unicorns has now reached more than 200 and there are many more fast-growing startups likely to join this list soon. We believe that the proliferation of late-stage European unicorns adds to the U.S. IPO pipeline for the coming months and years. Moreover, several high-profile European-based unicorns have recently chosen to go public in the U.S. via mergers with SPACs. As the pipeline of IPO candidates continues to grow, we expect for many companies to seek paths to liquidity setting Europe up to be a prime destination for our acquisition strategy.

We have significant experience investing in market leaders in each of the segments that we have identified, which we believe makes us well positioned to identify merger targets and affect successful business combinations. Our investment experience in each of these megatrends include current and successfully exited investments by G Squared, including:

➤

Software-as-a-Service: Blend, Brex, Metromile, Synack, Tipalti, Toast, UiPath and Unqork. Exited positions include Asana, Dropbox and Jamf Software.

➤

Online Marketplaces: Airbnb, Auto1, Capsule, Collective Health, Instacart, Kurly, Omio, Maisonette and Sonder. Exited positions include Alibaba and Meituan.

➤

Mobility 2.0/Logistics: Bolt, Convoy, Flexport, Turo and Transfix. Exited positions include Uber and Lyft.

SEC Form 10-K filed by G Squared Ascend II Inc.