UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

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

For the transition period from to

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 Ave, 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

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, smaller reporting company, or an emerging growth company. See the definitions 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 15, 2022, 1,660,791 units, 12,714,209 shares of Class A ordinary shares, par value $0.0001 per share, and 3,593,750 shares of Class B ordinary shares, par value $0.0001 per share, and 9,579,714 warrants were issued and outstanding, respectively.

Table of Contents

G SQUARED ASCEND II INC.

Form 10-Q

For the Quarter Ended September 30, 2022

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three months ended September 30, 2022 and 2021, for the nine months ended September 30, 2022 and for the period from February 12, 2021 (inception) through September 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021	3

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 12,2021 (inception) through September 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

PART III

SIGNATURES		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

G SQUARED ASCEND II INC.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	788,342	$	1,299,027
Prepaid expenses		591,454		1,213,157
Total current assets		1,379,796		2,512,184
Investments held in Trust Account		146,201,665		145,213,205
Total Assets	$	147,581,461	$	147,725,389

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	247,155	$	81,500
Due to related party		12,999		—
Accrued expenses		7,500		134,840
Total current liabilities		267,654		216,340
Deferred underwriting commissions		5,031,250		5,031,250
Derivative liabilities		1,289,689		6,140,960
Total liabilities		6,588,593		11,388,550

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 14,375,000 shares at redemption value of approximately $10.16 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively		146,101,665		145,187,500

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; no non-redeemable shares issued and outstanding as of September 30, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding as of September 30, 2022 and December 31, 2021		359		359
Additional paid-in capital		—		—
Accumulated deficit		(5,109,156)		(8,851,020)
Total shareholders’ deficit		(5,108,797)		(8,850,661)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	147,581,461	$	147,725,389

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

G SQUARED ASCEND II INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For The Period From
	For The						February 12, 2021
	Three Months Ended				For The		(Inception)
	September 30,				Nine Months Ended		Through
	2022		2021		September 30, 2022		September 30, 2021

General and administrative expenses	$	387,068	$	447,364	$	1,093,703	$	546,878
General and administrative expenses - related party		30,000		30,000		90,000		40,000
Loss from operations		(417,068)		(477,364)		(1,183,703)		(586,878)
Other income (expenses):
Offering costs associated with derivative liabilities		—		—		—		(324,004)
Change in fair value of derivative assets		—		(626,707)		—		(82,540)
Change in fair value of derivative liabilities		171,222		4,047,444		4,851,271		4,081,522
Income from investments held in Trust Account		727,788		17,197		988,461		15,352
Total other income (expenses)		899,010		3,437,934		5,839,732		3,690,330

Net income	$	481,942	$	2,960,570	$	4,656,029	$	3,103,452

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		14,375,000		14,375,000		14,375,000		7,021,889
Basic and diluted net income per share, Class A ordinary share	$	0.03	$	0.16	$	0.26	$	0.30
Weighted average shares outstanding of Class B ordinary shares, basic		3,593,750		3,593,750		3,593,750		3,353,975
Basic net income per share, Class B ordinary share	$	0.03	$	0.16	$	0.26	$	0.30
Weighted average shares outstanding of Class B ordinary shares, diluted		3,593,750		3,593,750		3,593,750		3,593,750
Diluted net income per share, Class B ordinary share	$	0.03	$	0.16	$	0.26	$	0.29

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

G SQUARED ASCEND II INC.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Ordinary Shares

Additional

Total

Class A

Class B

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Balance - December 31, 2021

—

3,593,750

359

—

(8,851,020)

(8,850,661)

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