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 March 31, 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 I INC.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39981

98-1578016

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

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, $0.0001 par value, and one-fifth of one redeemable warrant	GSQD.U	NYSE
Class A ordinary shares included as part of the units	GSQD	NYSE
Redeemable warrants included as part of the units	GSQD.W	NYSE

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 May 16, 2022, 2,110,458 units, 32,389,542 Class A ordinary shares, par value $0.0001 per share, 8,625,000 Class B ordinary shares, par value $0.0001 per share, and 13,577,878 warrants were issued and outstanding, respectively


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	2
	Unaudited Condensed Consolidated Statements of Changes Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
PART III
SIGNATURES		30


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	3,998	$	26,468
Prepaid expenses		787,809		927,496
Total current assets		791,807		953,964
Derivative assets		162,390		—
Investments held in Trust Account		345,072,411		345,041,529
Total Assets	$	346,026,608	$	345,995,493

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	1,442,735	$	1,494,979
Accrued expenses		80,658		93,905
Due to related party		484,898		160,077
Total current liabilities		2,008,291		1,748,961
Deferred underwriting commissions		12,075,000		12,075,000
Derivative liabilities		5,654,030		12,551,740
Total liabilities		19,737,321		26,375,701

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		345,000,000		345,000,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		863		863
Additional paid-in capital		—		—
Accumulated deficit		(18,711,576)		(25,381,071)
Total shareholders' deficit		(18,710,713)		(25,380,208)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	346,026,608	$	345,995,493


	For The Three Months Ended
	March 31,
	2022		2021

General and administrative expenses	$	391,486	$	205,288
General and administrative expenses - related party		30,000		20,000
Loss from operations		(421,486)		(225,288)
Other income (expenses):
Change in fair value of derivative liabilities		6,382,920		2,647,800
Change in fair value of derivative assets		677,180		—
Offering costs associated with derivative liabilities		—		(462,850)
Loss on Forward Purchase Agreement		—		(1,448,910)
Gain on conversion of working capital loan		—		243,440
Interest income from investments held in Trust Account		30,881		20,169
Total other income (expenses)		7,090,981		999,649

Net income	$	6,669,495	$	774,361

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		34,500,000		19,550,000
Basic and diluted net income per share, Class A ordinary share	$	0.15	$	0.03
Weighted average shares outstanding of Class B ordinary shares, basic		8,625,000		8,137,500
Basic net income per share, Class B ordinary share	$	0.15	$	0.03
Weighted average shares outstanding of Class B ordinary shares, diluted		8,625,000		8,625,000
Diluted net income per share, Class B ordinary share	$	0.15	$	0.03


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021 (audited)	—	$	—	8,625,000	$	863	$	—	$	(25,381,071)	$	(25,380,208)
Net income	—		—	—		—		—		6,669,495		6,669,495
Balance - March 31, 2022 (unaudited)	—	$	—	8,625,000	$	863	$	—	$	(18,711,576)	$	(18,710,713)


	For The Three Months Ended March 31,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	6,669,495	$	774,361
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party under promissory note		—		5,704
Change in fair value of derivative liabilities		(6,382,920)		(2,647,800)
Change in fair value of derivative assets		(677,180)		—
Offering costs associated with derivative warrant liabilities		—		462,850
Loss on Forward Purchase Agreement		—		1,448,910
Gain on conversion of working capital loan		—		(243,440)
Interest income from investments held in Trust Account		(30,881)		(20,169)
Changes in operating assets and liabilities:
Prepaid expenses		139,685		(1,581,709)
Accounts payable		(52,243)		17,473
Due to related party		324,821		—
Accrued expenses		(13,247)		4,566
Net cash used in operating activities		(22,470)		(1,779,254)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(345,000,000)
Net cash used in investing activities		—		(345,000,000)

Cash Flows from Financing Activities:
Proceeds received note payable from related party		—		1,500,000
Repayment of note payable to related party		—		(173,255)
Proceeds received from initial public offering		—		345,000,000
Proceeds received from private placement		—		9,150,000
Offering costs paid		—		(7,292,413)
Net cash provided by financing activities		—		348,184,332

Net change in cash		(22,470)		1,405,078

Cash - beginning of the period		26,468		—
Cash - end of the period	$	3,998	$	1,405,078

Supplemental disclosure of non-cash financing activities:
Offering costs included in accounts payable	$	—	$	1,915
Offering costs included in accrued expenses	$	—	$	81,405
Offering costs paid by related party under promissory note	$	—	$	125,245
Accounts payable paid by related party under promissory note	$	—	$	42,306
Deferred underwriting commissions	$	—	$	12,075,000
Conversion of working capital loan to deferred warrant liabilities at fair value	$	—	$	1,256,560


	For The Three Months Ended
	March 31, 2021
	Class A		Class B
Net income per ordinary share:
Numerator:
Allocation of net income, basic	$	546,772	$	227,589
Allocation of net income, diluted	$	537,312	$	237,049
Denominator:
Basic weighted average ordinary shares outstanding		19,550,000		8,137,500
Diluted weighted average ordinary shares outstanding		19,550,000		8,625,000
Basic net income per ordinary share	$	0.03	$	0.03
Diluted net income per ordinary share	$	0.03	$	0.03

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