Filed by G Squared Ascend I Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: G Squared Ascend I Inc.
Commission File No.: 001-39981
Date: September 21, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement |
Business Combination Agreement
On September 20, 2021, G Squared Ascend I Inc., a Cayman Islands exempted company (“SPAC”), Horizon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Holdings”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, among other things, (a) on the Closing Date (as defined below) but prior to the Initial Merger (as defined below), SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”), (B) on the Closing Date immediately following the Domestication, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”) and (c) on the Closing Date, following the Initial Merger, Merger Sub will merge with and into the Company (the “Acquisition Merger”, and together with the Initial Merger, the “Mergers”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation (the Company, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes referred to herein as the “Surviving Subsidiary Corporation”). The Mergers, together with the other transactions related thereto, are referred to herein as the “Proposed Transactions.” References herein to “SPAC” shall refer to G Squared Ascend I Inc. for all periods prior to completion of the Initial Merger and to the Surviving Corporation for all periods after completion of the Initial Merger.
Conversion of Securities
At the effective time of the Domestication (the “Domestication Effective Time”), by virtue of the Domestication and without any action on the part of SPAC, Merger Sub, the Company, Holdings or the holders of any of the following securities:
| (i) | each then issued and outstanding SPAC Class A ordinary share, par value $0.0001 per share (“SPAC Class A Ordinary Share”), will convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the SPAC (“SPAC Class A Common Stock”); |
| (ii) | each then issued and outstanding SPAC Class B ordinary share, par value $0.0001 per share, will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; and |
| (iii) | each then issued and outstanding whole warrant exercisable for one SPAC Class A Ordinary Share (each, a “SPAC Warrant”) will convert automatically, on a one-for-one basis, into one whole warrant exercisable for one share of SPAC Class A Common Stock (each resulting warrant, a “SPAC Delaware Warrant”). |
At the effective time of the Initial Merger (the “Initial Merger Effective Time”), by virtue of the Initial Merger and without any action on the part of SPAC, Merger Sub, the Company, Holdings or the holders of any of the following securities:
| (i) | each share of common stock of Holdings, par value $0.000001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value; |
| (ii) | each then issued and outstanding share of SPAC Class A Common Stock, will be canceled and convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the Surviving Corporation (“Surviving Corporation Class A Common Stock”); and |
| (iii) | each then issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and convert automatically into one whole warrant exercisable for one share of Surviving Corporation Class A Common Stock (each resulting warrant, an “Assumed SPAC Warrant”). |
On the Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), subject to, among other things, receipt of the requisite approval of the stockholders of the Company, each share of preferred stock of the Company (each series of the Company’s outstanding preferred stock, collectively, the “Company Preferred Stock”) that is issued and outstanding immediately prior to the Acquisition Merger Effective Time will convert automatically into a number of shares of common stock, par value $0.001 per share, of the Company at the then-effective conversion rate in accordance with the Company’s certificate of incorporation (the “Conversion”).
At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the Surviving Corporation, Merger Sub, the Company or the holders of any of the following securities:
| (i) | each then issued and outstanding share of common stock of the Company, par value $0.001 per share (“Company Common Stock”) (including shares of Company Common Stock resulting from the Conversion), will be canceled and converted into the right to receive: |
| a. | a number of shares of Surviving Corporation Class A Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement) (collectively, the “Per Share Merger Consideration”); and |
| b. | a portion of the Earnout Shares (as defined below), subject to and in accordance with the Business Combination Agreement; |
| (ii) | all shares of Company Common Stock and Company Preferred Stock held in the treasury of the Company will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto; |
| (iii) | each then issued and outstanding share of common stock of Merger Sub, par value $0.0001 per share, will be converted into and exchanged for one share of common stock, par value $0.001 per share, of the Surviving Subsidiary Corporation; |
| (iv) | each then outstanding and unexercised Series D Warrant of the Company (each, a “Company Warrant”) will be automatically assumed and converted into a warrant to purchase a number of shares of Surviving Corporation Class A Common Stock (each, an “Assumed Warrant”) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Warrant (assuming the shares of Company Preferred Stock subject to such Company Warrant convert into shares of Company Common Stock pursuant to the Conversion) and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share for the shares of Company Common Stock subject to such Company Warrant (assuming the shares of Company Preferred Stock subject to such Company Warrant convert into shares of Company Common Stock pursuant to the Conversion) divided by (ii) the Exchange Ratio; |
| (v) | each then outstanding and unexercised option to purchase shares of Company Common Stock (each, a “Company Option”), whether or not vested, will be assumed and converted into an option to purchase a number of shares of Surviving Corporation Class A Common Stock (each, an “Exchanged Option”) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Option and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such Company Option divided by (ii) the Exchange Ratio (which option will remain subject to the same vesting terms as such Company Option); and |
| (vi) | each then outstanding restricted stock unit award covering shares of Company Common Stock (“Company RSU Award”) will be assumed and converted into an award covering a number of shares of Surviving Corporation Class A Common Stock (“Exchanged RSU Award”) equal to the product of (x) the number of shares of Company Common Stock subject to such award and (y) the Exchange Ratio (which award will remain subject to the same vesting and repurchase terms as such Company RSU Award). |
Earnout
During the six-year period following the Closing Date (the “Earnout Period”), the Surviving Corporation may issue, as additional consideration, to specified eligible holders of securities of the Company, as of immediately prior to the Acquisition Merger Effective Time, up to an aggregate of 7,500,000 additional shares of Surviving Corporation Common Stock in the aggregate (the “Earnout Shares”). Such Earnout Shares will be issued in three equal tranches, upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the daily volume-weighted average sale price of one share of Surviving Corporation Common Stock quoted on the New York Stock Exchange (the “NYSE”), or the exchange on which the shares of Surviving Corporation Common Stock are then traded, for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period. All Earnout Shares not yet issued will be issued upon the occurrence of a “change of control” (as defined in the Business Combination Agreement). Earnout Shares issuable with respect to Company Options and Company RSU Awards will be issued at or as soon as practicable following the Acquisition Closing in the form of restricted Surviving Corporation Class A Common Stock, which will vest and the restrictions thereon will lapse (i) based on the achievement of the same price targets. In no event shall the specified eligible holders of securities of the Company, as of immediately prior to the Acquisition Merger Effective Time, be entitled to receive more than an aggregate of 7,500,000 Earnout Shares.
Representations, Warranties and Covenants
The Business Combination Agreement contains representations and warranties of (i) the Company and Holdings and (ii) SPAC and Merger Sub that are customary for transactions of this nature. The representations and warranties of the Company, Holdings, SPAC and Merger Sub will not survive the closing of the Acquisition Merger.
The Business Combination Agreement contains certain covenants of the parties, including, among others, covenants requiring that (a) the parties will conduct their respective businesses in the ordinary course through the consummation of the Acquisition Merger, (b) each of SPAC, the Company and Holdings will use their respective reasonable best efforts to cause the shares of Surviving Corporation Common Stock (including Surviving Corporation Common Stock issued pursuant to the Forward Purchase Agreements and the Earnout Shares) issued in connection with the Proposed Transactions to be approved for listing on the NYSE at the closing of the Acquisition Merger, (c) SPAC and the Company will (x) not solicit or negotiate with third parties regarding alternative transactions and will comply with certain related restrictions and (y) cease discussions regarding alternative transactions, (d) SPAC, Holdings and the Company will jointly prepare (and Holdings will file with the Securities and Exchange Commission (the “SEC”)) a registration statement on Form S-4 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Surviving Corporation Common Stock and Assumed SPAC Warrants to be issued in connection with the Initial Merger and the Acquisition Merger (which Registration Statement will contain a joint proxy statement / prospectus for the purpose of soliciting proxies from SPAC’s shareholders to vote in favor of adoption and approval of the Business Combination Agreement and the Proposed Transactions, the Required SPAC Proposals (as defined in the Business Combination Agreement) and certain other matters at the SPAC Shareholders’ Meeting (as defined below)) and (e) the parties will cooperate in obtaining necessary approvals from governmental agencies.
Closing
Subject to, among other things, the receipt by SPAC from the Company of an officer’s certificate certifying to (a) the truth and correctness of certain representations and warranties of the Company and Holdings and (b) the compliance by the Company and Holdings with certain covenants and agreements set forth in the Business Combination Agreement (such date, the “Closing Date”), (i) immediately prior to filing of a certificate of merger with respect to the Initial Merger, a first closing (the “Initial Closing”) will occur and (ii) on the Closing Date immediately following the Initial Closing and immediately prior to filing a certificate of merger with respect to the Acquisition Merger, a second closing (the “Acquisition Closing”) will occur.
Conditions to Closing
Mutual
The obligations of the Company, Holdings, SPAC and Merger Sub to consummate the Proposed Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:
| (ii) | the written consent of the requisite stockholders of the Company in favor of the approval and adoption of the Business Combination Agreement and the Mergers and all other transactions contemplated by the Business Combination Agreement (the “Written Consent”) having been delivered to SPAC; |
| (iii) | the Required SPAC Proposals having each been approved and adopted by the requisite affirmative vote of the SPAC shareholders at a meeting of SPAC’s shareholders (the “SPAC Shareholders’ Meeting”) in accordance with the Registration Statement and Proxy Statement, the Delaware General Corporation Law, the Cayman Islands Companies Act (As Revised), SPAC’s organizational documents and the rules and regulations of the NYSE; |
| (iv) | no governmental authority having enacted, issued, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Proposed Transactions illegal or otherwise prohibiting the consummation of the Proposed Transactions; |
| (v) | all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), having been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Proposed Transactions under the HSR Act having expired or been terminated; |
| (vi) | the Registration Statement and Proxy Statement having been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement and Proxy Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement and Proxy Statement having been initiated or threatened by the SEC; |
| (vii) | the shares of Surviving Corporation Common Stock to be issued pursuant to the Business Combination Agreement (including the Earnout Shares), the Forward Purchase Agreements and the Assumed SPAC Warrants (and the Surviving Corporation Class A Common Stock issuable upon exercise thereof) having been approved for listing on the NYSE, or another national securities exchange mutually agreed to by the parties to the Business Combination Agreement, as of the Closing Date, subject only to official notice of listing thereof; |
| (viii) | either (x) SPAC having at least $5,000,001 of net tangible assets after giving effect to the redemption of public shares by SPAC’s public shareholders, in accordance with SPAC’s organizational documents and after giving effect to the private placements pursuant to the Forward Purchase Agreements, or (y) the SPAC Class A Ordinary Shares shall not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and |
| (ix) | the Domestication and the Initial Closing having been completed. |
SPAC and Merger Sub
The obligations of SPAC and Merger Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:
| (i) | the accuracy of the representations and warranties of the Company and Holdings as determined in accordance with the Business Combination Agreement; |
| (ii) | the Company and Holdings having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Acquisition Merger Effective Time; |
| (iii) | Holdings shall have delivered to SPAC its duly executed counterpart signature page to the Registration Rights Agreement; |
| (iii) | Since the date of the Business Combination Agreement, no Company material adverse effect, as determined in accordance with the Business Combination Agreement, has occurred; |
| (iv) | the Company having delivered to SPAC a customary officer’s certificate, dated as of the Closing Date, signed by an officer of the Company, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; and |
| (v) | as of the Acquisition Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders and after giving effect to the sale of SPAC units pursuant to the Forward Purchase Agreements (as defined below), SPAC having cash on hand equal to or in excess of $150,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Proposed Transactions or the Forward Purchase Agreements). |
The Company and Holdings
The obligations of the Company and Holdings to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) at or prior to Acquisition Merger Effective Time of the following additional conditions:
| (i) | the accuracy of the representations and warranties of SPAC and Merger Sub as determined in accordance with the Business Combination Agreement; |
| (ii) | each of SPAC and Merger Sub having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Acquisition Merger Effective Time; |
| (iii) | SPAC having delivered to the Company a certificate, dated the date of the Closing Date, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; and |
| (iv) | as of the Acquisition Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders and after giving effect to the sale of SPAC units pursuant to the Forward Purchase Agreements (as defined below), SPAC having cash on hand equal to or in excess of $200,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Proposed Transactions or the Forward Purchase Agreements). |
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Merger, including:
| (i) | by mutual written consent of the Company and SPAC; |
| (ii) | by either party if the Acquisition Merger Effective Time has not occurred prior to May 3, 2022 (the “Outside Date”); |
| (iii) | by either party if there is a final non-appealable governmental order preventing the consummation of the transactions contemplated by the Merger Agreement; |
| (iv) | by the Company if any of the Required SPAC Proposals shall fail to receive the requisite vote for approval at the SPAC Shareholders’ Meeting (subject to any adjournment, postponement or recess of such meeting); |
| (v) | by the Company as a result of breach by SPAC that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Outside Date or 30 days after receipt of notice from the SPAC; |
| (vi) | by the SPAC as a result of breach by the Company or Holdings that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Outside Date or 30 days after receipt of notice from the Company; |
| (vii) | by SPAC at any time before the Company delivers to SPAC the requisite approval of the stockholders of the Company, in the event that the Company fails to deliver Written Consent constituting the requisite approval of the stockholders of the Company to SPAC within five (5) business days of the Registration Statement becoming effective; and |
| (viii) | by SPAC at any time before the Company delivers to SPAC the PCAOB financial statements that are required to be included in the initial Proxy Statement and initial Registration Statement, in the event the Company fails to deliver such financial statements within 75 days of the date of the Business Combination Agreement. |
If the Business Combination Agreement is validly terminated in accordance with its terms, none of the parties will have any liability or any further obligation under the Business Combination Agreement with certain limited exceptions, including liability arising out of any fraud or willful and material breach.
A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the Proposed Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Holdings, SPAC or Merger Sub. In particular, the assertions embodied in representations and warranties by the Company, Holdings, SPAC and Merger Sub contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject to standards of materiality applicable to the contractive parties that may differ from those applicable to security holders. The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about the Company, Holdings, SPAC or Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in SPAC’s public disclosures.
Stockholder Support Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, the Company delivered to SPAC a stockholder support agreement (the “Support Agreement”), pursuant to which certain stockholders of the Company with ownership interests sufficient to approve the Proposed Transactions on behalf of the Company (the “Written Consent Parties”), have agreed to support the approval and adoption of the Proposed Transactions, including agreeing to execute and deliver the Written Consent within 48 hours of the Registration Statement becoming effective. The Support Agreement will terminate upon the earlier to occur of (a) the Acquisition Merger Effective Time, (b) the date of the valid termination of the Business Combination Agreement in accordance with its terms and (c) the effective date of a written agreement of SPAC, the Company and the Written Consent Parties terminating the Support Agreement. The foregoing description of the Stockholder Support Agreement is qualified in its entirety by reference to the full text of the form of the Stockholder Support Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, G Squared Ascend Management I, LLC (“Sponsor”) and certain officers, directors and advisors of G Squared (such holders, together with Sponsor, the “Founder Shareholders”), entered into an agreement (the “Sponsor Support Agreement”) with the SPAC and Holdings pursuant to which, among other things, the Founder Shareholders agreed to (a) effective upon the Acquisition Closing, waive the anti-dilution rights set forth in SPAC’s organizational documents and (b) vote all SPAC Founder Shares held by them in favor of the adoption and approval of the Business Combination Agreement and the Proposed Transactions. In connection with the Proposed Transactions, Sponsor agrees to forfeit and surrender, for no consideration, 20% of its SPAC Founder Shares prior to the Initial Merger. The Sponsor also has agreed to certain transfer restrictions with respect to its Surviving Corporation Class A Common Stock (the “Lockup Shares”) as follows: (a) one-half of the Lockup Shares will be subject to a one year lock-up; (b) one-sixth of the of the Lockup Shares will be released from such lockup if Surviving Corporation Class A Common Stock equals or exceeds $12.50 for at least 20 trading days out of any 30 consecutive trading days commencing after Closing Date; (c) one-sixth of the Lockup Shares will be released from such lockup if Surviving Corporation Class A Common Stock equals or exceeds $15.00 for at least 20 Trading Days out of any 30 consecutive trading days commencing after Closing Date, and (d) one-sixth of the Lockup Shares will be released from such lockup if Surviving Corporation Class A Common Stock equals or exceeds $17.50 for at least 20 trading days out of any 30 consecutive trading days commencing after Closing Date. If earlier, each of the foregoing lock-up periods would terminate on the date after the Closing on which a Change of Control (as defined in the Sponsor Support Agreement) of the Surviving Corporation occurs. The Sponsor Support Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Sponsor Support Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.
Forward Purchase Agreements
Concurrent with the execution of the Merger Agreement, the SPAC amended and restated that certain Forward Purchase Agreement, dated as of February 4, 2020, by and between SPAC and the Sponsor and (the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, the Sponsor has agreed, subject to the terms and conditions set forth in the A&R Forward Purchase Agreement, to purchase immediately prior to the Initial Closing, at a per-unit price of $10.00, 5,000,000 units consisting of one Class A Ordinary Share and one-fifth of one SPAC Warrant (the “SPAC Units”), and up to an additional 5,000,000 SPAC Units equal to the number of SPAC Class A Ordinary Shares redeemed prior to the Closing pursuant the redemption rights of SPAC stockholders under the SPAC organizational documents. For the avoidance of doubt, regardless of the extent of such redemptions, the Sponsor will in no event be required to purchase more than an aggregate amount of 10,000,000 SPAC Units. The obligation of the Sponsor under the A&R Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Mergers. A copy of the A&R Forward Purchase Agreement is attached as Exhibit 10.3 hereto and is incorporated herein by reference. The foregoing description of the A&R Forward Purchase Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.
Concurrent with the execution of the Merger Agreement, the SPAC and an investor of the Company entered into a forward purchase agreement (the “Company Investor Forward Purchase Agreement”, and together with the A&R Forward Purchase Agreement, the “Forward Purchase Agreements”). Pursuant to the Company Investor Forward Purchase Agreement, such Company investor has agreed, subject to the terms and conditions set forth in the Company Investor Forward Purchase Agreement, to purchase immediately prior to the Closing, at a per-unit price of $10.00, 1,000,000 SPAC Units. The obligations of such Company investor under the Company Investor Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Mergers. A copy of the Company Investor Forward Purchase Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference. The foregoing description of the Company Investor Forward Purchase Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.
Amended and Restated Registration Rights Agreement
In connection with the Acquisition Closing, that certain Registration Rights Agreement dated February 4, 2021 will be amended and restated and the Surviving Corporation, certain shareholders of SPAC (the “SPAC Holders”) and certain stockholders of the Company (the “Company Holders” and together with the SPAC Holders, the “Reg Rights Holders”) will enter into that amended and restated Registration Rights Agreement attached as an exhibit to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the registration rights agreement, the Surviving Corporation will agree that, within 30 days after the consummation of the Proposed Transactions, the Surviving Corporation will use its commercially reasonable efforts to file with the SEC a registration statement registering the resale of certain securities (the “Resale Registration Statement”), and the Surviving Corporation will use its commercially reasonable efforts to have the Resale Registration Statement become effective after the filing thereof. In certain circumstances, the Company Holders can demand up to three underwritten offerings, the SPAC Holders can demand up to two underwritten offerings, the Reg Rights Holders can demand an unlimited number of block trades (provided, however, that the Surviving Corporation is not required to effect more than two block trades in any 12-month period) and the Reg Rights Holders will be entitled to customary piggyback registration rights.
| Item 7.01. | Regulation FD Disclosure. |
On September 21, 2021, SPAC and the Company issued a joint press release announcing the execution of the Business Combination Agreement and announcing that SPAC and the Company will hold a conference call on September 21, 2021 at 8:00 am Eastern Time (the “Conference Call”). A copy of the press release, which includes information regarding participation in the Conference Call, is attached hereto as Exhibit 99.1 and incorporated herein by reference. The script that SPAC and the Company intend to use for the Conference Call is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the Proposed Transactions.
Attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference are audited consolidated financial statements of the Company and its subsidiaries as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020.
Such exhibits and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Important Information for Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Proposed Transactions, Holdings will file the Registration Statement with the SEC, which will include a proxy statement of SPAC and a prospectus of Holdings. SPAC and Holdings also plan to file other documents with the SEC regarding the Proposed Transactions. After the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of SPAC. SHAREHOLDERS OF SPAC AND THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about SPAC, the Company and Holdings once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
SPAC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of SPAC in connection with the Proposed Transactions. The Company, Holdings and their respective officers and directors may also be deemed participants in such solicitation. Information about the directors and executive officers of SPAC, as well as other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
The information included herein and in any oral statements made in connection herewith include “forward-looking statements.”. All statements other than statements of historical facts contained herein are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company and SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of, fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company and SPAC. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to the Company; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the shareholders of SPAC or the stockholders Company is not obtained; the failure to realize the anticipated benefits of the Proposed Transactions; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the amount of redemption requests made by SPAC’s public shareholders; the ability of SPAC or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Transactions or in the future and those factors discussed in SPAC’s final prospectus dated February 4, 2021, and any subsequently filed periodic or current reports, in each case, under the heading “Risk Factors,” and other documents of SPAC filed, or to be filed, with the SEC or to be filed by Holdings with the SEC. If any of these risks materialize or SPAC’s or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SPAC’s and the Company’s expectations, plans or forecasts of future events and views as of the date hereof. SPAC and the Company anticipate that subsequent events and developments will cause SPAC’s and the Company’s assessments to change. However, while SPAC, the Company and Holdings may elect to update these forward-looking statements at some point in the future, SPAC, the Company and Holdings specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC’s, the Company’s and Holdings’ assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional information concerning these and other factors that may impact SPAC’s, the Company’s or Holdings’ expectations and projections can be found in SPAC’s periodic filings with the SEC, and Holdings’ filings with the SEC. SPAC’s and Holdings’ SEC filings are available publicly on the SEC’s website at www.sec.gov.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| * | All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
SIGNATURES
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. | ||
| Date: September 21, 2021 | By: | /s/ Ward Davis |
| Name: | Ward Davis | |
| Title: | Chief Executive Officer | |