GSQB.U / G Squared Ascend II Inc. Units, each consisting of one Class A ordinary share and one-third of a red - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 333-253898 Commission File Number G SQUARED ASCEND II INC. (Exact name of registrant as specified i

GSQB / G Squared Ascend II Inc - Class A / Vivaldi Asset Management, LLC - GSQB 13G/A Passive Investment

SC 13G/A 1 schedule13gagsqb07102023.htm GSQB 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* G Squared Ascend II, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G42041106 (CUSIP Number) June 30, 2023 (Date of Event which Requires Filin

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 27, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 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) (Comm

G Squared Ascend II Will Redeem Public Shares

Exhibit 99.1 G Squared Ascend II Will Redeem Public Shares New York, NY, June 12, 2023 – G Squared Ascend II Inc. (the “Company”) (NYSE: GSQB.U, GSQB, GSQB.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 June 16, 2023, because th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 G SQUARED ASCEND II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 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) (Comm

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, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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, 2023 OR ☐ 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

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40491 NOTIFICATION OF LATE FILING CUSIP Number G42041106 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

GSQB / G Squared Ascend II Inc - Class A / Vivaldi Asset Management, LLC - GSQB 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G Squared Ascend II, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G42041106 (CUSIP Number) April 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

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, 2022 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents 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, 2022 or ☐ 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 ch

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40491 NOTIFICATION OF LATE FILING CUSIP Number G42041106 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

GSQB / G Squared Ascend II Inc. / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

GSQB / G Squared Ascend II Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233236-16sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* G Squared Ascend II, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (

GSQB / G Squared Ascend II Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - G SQUARED ASCEND II, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* G Squared Ascend II Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G42041106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate th

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

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40491 NOTIFICATION OF LATE FILING CUSIP Number G42041106 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr

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 June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40491 NOTIFICATION OF LATE FILING CUSIP Number G42041106 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transit

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

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40491 NOTIFICATION OF LATE FILING CUSIP Number G42041106 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

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 SEC

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities of the Company

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of associatio

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40491 NOTIFICATION OF LATE FILING CUSIP Number G42041106 (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

GSQB / G Squared Ascend II Inc. / CITADEL ADVISORS LLC - G SQUARED ASCEND II, INC. Passive Investment

SC 13G/A 1 tm224549d1sc13ga.htm G SQUARED ASCEND II, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* G Squared Ascend II, Inc. (Name of Issuer) Class A ordinary shares, par value $0.

GSQB / G Squared Ascend II Inc. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) G Squared Ascend II, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G42041106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

GSQB / G Squared Ascend II Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - G SQUARED ASCEND II INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* G Squared Ascend II Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G42041106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate th

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, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 333-253898 (Commission File Number) (Check one): Form 10-K o Form 20-F o Form 11-K o Form 10-Q x Form 10-D o Form N-SAR o Form N-CSR o For Period Ended: September 30, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Repo

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 June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 333-253898 (Commission File Number) (Check one): Form 10-K o Form 20-F o Form 11-K o Form 10-Q x Form 10-D o Form N-SAR o Form N-CSR o For Period Ended: June 30, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on

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, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of G Squared Ascend II Inc., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on

HIGHBRIDGE CAPITAL MANAGEMENT LLC - G SQUARED ASCEND II INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G Squared Ascend II Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G42041114** (CUSIP Number) June 17, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul

GSQB.U / G Squared Ascend II Inc. Units, each consisting of one Class A ordinary share and one-third of a red / CITADEL ADVISORS LLC - G SQUARED ASCEND II, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* G Squared Ascend II Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G42041114** (C

Financial Statements and Exhibits, Other Events

8-K 1 tm2120641d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 G Squared Ascend II Inc. (Exact name of registrant as specified in its charter) Cayman Islands 333-253898 98-1603099 (State or o

G SQUARED ASCEND II INC.

Exhibit 99.1 G SQUARED ASCEND II INC. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 17, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of G Squared Ascend II Inc. Opinion on the Financial Statement We have audited the accompanying balance sheet of G Squared Ascen

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 G Squared Ascend II Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 333

Forward Purchase Agreement between the Registrant and the Sponsor

EX-10.5 9 tm2120099d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of June 14, 2021, by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management II, LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS, the Company was incorpo

Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on June 18, 2021).

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?) and G Squared Ascend Management II, LLC, a Cayman Isl

Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 18, 2021).

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of June 14, 2021, is made and entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), G Squared Ascend Management II, LLC, a Cayman Islands exempted limited company (the ?Sponsor?), the undersigned parties listed u

Underwriting Agreement by and between Registrant and UBS Securities LLC, as sole underwriter (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on June 18, 2021).

Exhibit 1.1 G Squared Ascend II Inc. 12,500,000 Units Underwriting Agreement June 14, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representative (the ?Representative?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), proposes, subject to the terms and condit

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 18, 2021).

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of June 14, 2021 by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. (

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 18, 2021).

EX-4.1 4 tm2120099d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT G Squared Ascend II Inc. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated June 14, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated June 14, 2021 is by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war

Administrative Services Agreement between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed on June 18, 2021).

Exhibit 10.6 G Squared Ascend II Inc.. June 14, 2021 G Squared Ascend II Inc. 205 N Michigan Ave Suite 3770 Chicago, IL 60601 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of G Squared Ascend II Inc.

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on June 18, 2021)..

Exhibit 3.1 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF G SQUARED ASCEND II INC. ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON MAY 28, 2021 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF G SQUARED ASCEND II INC. ADOPTED BY SPECIAL RESOLUTION ON MAY 28, 2021 1 The name of the Company is G S

Letter Agreement between the Registrant, the Sponsor and each director, officer and equityholder of the Registrant (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on June 18, 2021).

EX-10.4 8 tm2120099d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 June 14, 2021 G Squared Ascend Management II, LLC 205 N Michigan Ave Suite 3770 Chicago, IL 60601 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among G Squared Ascend II Inc., a

$125,000,000 G Squared Ascend II Inc. 12,500,000 Units

424B4 1 tm218569-8424b4.htm 424B4 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-253898 PROSPECTUS $125,000,000 G Squared Ascend II Inc. 12,500,000 Units G Squared Ascend II Inc. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share pur

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 G Squared Ascend II Inc. (Exact Name of Registrant as

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 G Squared Ascend II Inc. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1603099 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 205 N Michigan Ave S

Promissory Note, dated as of February 26, 2021, issued to the Sponsor (incorporated by reference to Exhibit 10.6 to the Registrant’s Form S-1/A filed on June 1, 2021)

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Code of Conduct and Ethics

Exhibit 14 G SQUARED ASCEND II INC. Code of Business Conduct and Ethics Introduction Purpose and Scope The Board of Directors (the ?Board of Directors?) of G Squared Ascend II Inc. (the ?Company?) established this Code of Business Conduct and Ethics to aid the Company?s directors, officers, employees and certain designated agents in making ethical and legal decisions when conducting the Company?s

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

Exhibit 10.8 , 2021 G Squared Ascend Management II, LLC 205 N Michigan Ave Suite 3770 Chicago, IL 60601 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), an

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), G Squared Ascend Management II, LLC, a Cayman Islands exempted limited company (the ?Sponsor?), the undersigned parties listed under Ho

Compensation Committee Charter

Exhibit 99.12 G SQUARED ASCEND II INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of G Squared Ascend II Inc. (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its executive, director and

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1/A filed on June 1, 2021)

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES G Squared Ascend II Inc. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G42041 114 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF G Squared Ascend II Inc. (THE ?COMPANY?) subject t

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1/A filed on June 1, 2021).

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] G Squared Ascend II Inc. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G42041 106 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-third OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordi

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. ( ) (the

Form of Forward Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of , 2021, by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), and G Squared Ascend Management II, LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, stock e

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 G Squared Ascend II Inc.. , 2021 G Squared Ascend II Inc. 205 N Michigan Ave Suite 3770 Chicago, IL 60601 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of G Squared Ascend II Inc. (the ?C

Form of Underwriting Agreement.

Exhibit 1.1 G Squared Ascend II Inc. 12,500,000 Units Underwriting Agreement , 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representative (the ?Representative?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), proposes, subject to the terms and conditions st

Memorandum and Articles of Association.

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 371712 On 12-Feb-2021 Assistant Registrar G Squared Ascend II Inc. Memorandum and Articles of Association Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands campbellslegal.com (19250-34530) Auth Code: D99787728217 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 371712 On 12-Feb-2021 Assistant Registrar

Nominating and Corporate Governance Charter.

Exhibit 99.11 G SQUARED ASCEND II INC. CHARTER OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating and Corporate Governance Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of G Squared Ascend II Inc. (the ?Company?), established to help ensure that the Board is properly constituted to meet its fiduciary obligations to

Consent of Cristina Antelo

EX-99.10 22 tm218569d4ex99-10.htm EXHIBIT 99.10 Exhibit 99.10 CONSENT OF CRISTINA ANTELO G Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amen

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form S-1/A filed on June 1, 2021)

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of [], 2021 between G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), and [] (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors, advisors or in other capacities unle

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT G Squared Ascend II Inc. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated , 2021 is by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?).

As filed with the Securities and Exchange Commission on May 28, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 28, 2021.

Audit Committee Charter.

Exhibit 99.13 G SQUARED ASCEND II INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The primary purpose of the Audit Committee (the ?Committee?) shall be to act on behalf of the Board of Directors (the ?Board?) of G Squared Ascend II Inc. (the ?Company?), in (i) fulfilling the Board?s oversight responsibilities with respect to the Company?s corporate accounting

Securities Subscription Agreement, dated February 26, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.7 to the Registrant’s Form S-1/A filed on June 1, 2021)

Exhibit 10.7 G Squared Ascend II Inc. February 26, 2021 G Squared Ascend Management II, LLC RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on February 26, 2021 by and between G Squared Ascend Management II, LLC, a Cayman Islands limited liability company (the ?Subscriber? or ?you?), and G Squared Ascend II Inc., a Cayman Islands exempted company

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-1/A filed on June 1, 2021)

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW G Squared Ascend II Inc. Incorporated Under the Laws of the Cayman Islands CUSIP G42041 122 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF G SQUARED ASCEND II INC. ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON MAY 28, 2021 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF G SQUARED ASCEND II INC. ADOPTED BY SPECIAL RESOLUTION ON MAY 28, 2021 1 The name of the Company is G S

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the ?Company?) and G Squared Ascend Management II, LLC, a Cayman Islands li

Power of Attorney (included on the signature page to the initial filing of this Registration Statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 4, 2021.

Consent of Kenneth Hahn

EX-99.6 6 tm218569d2ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF KENNETH HAHN G Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the

Consent of Thomas Evans

Exhibit 99.5 CONSENT OF THOMAS EVANS G Squared Ascend II Inc. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

Consent of John McAteer

Exhibit 99.8 CONSENT OF JOHN MCATEER G Squared Ascend II Inc. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

Consent of Steve Papa

Exhibit 99.3 CONSENT OF STEVE PAPA G Squared Ascend II Inc. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

Consent of Michael Linton

EX-99.7 7 tm218569d2ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 CONSENT OF MIKE LINTON G Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the

Consent of Ilan Nissan

Exhibit 99.9 CONSENT OF ILAN NISSAN G Squared Ascend II Inc. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named i

Consent of Heather Hasson

EX-99.13 11 tm218569d2ex99-13.htm EXHIBIT 99.13 Exhibit 99.13 CONSENT OF HEATHER HASSON G Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amend

Consent of William Tanona

EX-99.12 10 tm218569d2ex99-12.htm EXHIBIT 99.12 Exhibit 99.12 CONSENT OF WILLIAM TANONA G Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amend

Consent of Johan Bergqvist

EX-99.4 4 tm218569d2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF JOHAN BERGQVIST G Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended,