Основная статистика
| CIK | 1850316 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ascendant Digital Acquisition Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 14, 2024 |
SC 13G/A 1 firtree-acdi123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fili |
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| February 7, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat |
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| February 28, 2023 |
15-12G 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. Commission File Number: 001-41036 Ascendant Digital Acquisition Corp. III (Exact name of reg |
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| February 16, 2023 |
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 February 27, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 14, 2023 |
SC 13G 1 acdi.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G05157105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement |
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| February 14, 2023 |
SC 13G/A 1 firtree-acdi123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Fili |
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| February 10, 2023 |
SC 13G/A 1 p23-0153sc13ga.htm ASCENDANT DIGITAL ACQUISITION CORP. III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G05157105 (CUSIP Number) December 31, 2022 (Date of eve |
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| February 2, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| February 2, 2023 |
EX-99.1 2 tm234504d26ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of ASCENDANT DIGITAL ACQUISITION CORP. III dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ASCENDANT DIGITAL ACQUISITION CORP. III (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G05157105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| January 31, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 31, 2023 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41036 N/A (State or other jurisdiction of incorporat |
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| January 31, 2023 |
Ascendant Digital Acquisition Corp. III Announces Redemption of Shares Exhibit 99.1 Ascendant Digital Acquisition Corp. III Announces Redemption of Shares January 31, 2023 — Ascendant Digital Acquisition Corp. III (NYSE: ACDI) today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding Class A ordinary shares (the “Class A Shares”), effective as of February 16, 2023, because the Company will not consummate an initial busi |
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| January 11, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11. |
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| December 27, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): December 23, 2022 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41036 N/A (State or other jurisdiction of incorpora |
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| November 14, 2022 |
UNITED STATES SECURITIE S AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? 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 Commission File No. 001-41036 ASCENDANT D |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? 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 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41036 |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ 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 Commission File No. 001-4103 |
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| March 25, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Ascendant Digital Acquisition Corp. III?s (the ?Company,? ?we? or ?us?) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual |
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| March 25, 2022 |
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 year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41036 ASCENDAN |
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| February 14, 2022 |
SC 13G/A 1 formsc13ga.htm FORM SC 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)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Stat |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the approp |
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| February 11, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G05157105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to d |
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| February 10, 2022 |
Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 10th day of February 2022, by and between Ascendant Sponsor LP III, Ascendant Sponsor GP III LLC and David Gomberg. |
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| February 10, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ascendant Digital Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G05157 105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check |
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| January 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ASCENDANT DIGITAL ACQUISITION CORP. III (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G05157121 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| December 23, 2021 |
Exhibit 99.1 Ascendant Digital Acquisition Corp. III Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing December 31, 2021 NEW YORK, December 23, 2021 (GLOBE NEWSWIRE) ? Ascendant Digital Acquisition Corp. III (NYSE: ACDI.U) (the ?Company?) today announced that, commencing December 31, 2021, holders of the units sold in the Company?s initial public offering may elect to |
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| December 23, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? 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 TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| December 23, 2021 |
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 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41036 N/A (State or other jurisdiction of incorpora |
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| November 19, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.1 2 d222920dex991.htm EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Ascendant Digital Acquisition Corp. III Opinion on the Financial Statement We have audited the accompanying balance sheet of Ascendant Digital Acquisition Corp. III (the “Company”) as of November 15, 2021, and the related notes (collectively, the “f |
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| November 19, 2021 |
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 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41036 N/A (State or other jurisdiction of incorpora |
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| November 19, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ascendant Digital Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G05157121 (CUSIP Number) November 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| November 16, 2021 |
EX-10.5 9 d243311dex105.htm EX-10.5 Exhibit 10.5 ASCENDANT DIGITAL ACQUISITION CORP. III 667 Madison Avenue, 5th Floor New York, New York 10065 November 9, 2021 Ascendant Sponsor LP III 667 Madison Avenue, 5th Floor New York, New York 10065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Ascendant Digital Acquisition Corp. III (th |
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| November 16, 2021 |
EX-4.1 4 d243311dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 9, 2021, is by and between Ascendant Digital Acquisition Corp. III, 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”, and also referred to here |
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| November 16, 2021 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASCENDANT DIGITAL ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED 9 NOVEMBER 2021 AND EFFECTIVE ON 9 NOVEMBER 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOC |
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| November 16, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 9, 2021, is made and entered into by and among Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), Ascendant Sponsor LP III, a Cayman Islands exempted limited partnership (the ?Sponsor?) and each of the undersigned parties listed on the sign |
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| November 16, 2021 |
Exhibit 99.1 Ascendant Digital Acquisition Corp. III Announces Pricing of Upsized $261 Million Initial Public Offering New York, NY ? November 9, 2021 ? Ascendant Digital Acquisition Corp. III (the ?Company?) today announced the pricing of its upsized initial public offering of 26,100,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the ?NYSE?) and |
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| November 16, 2021 |
Exhibit 99.2 Ascendant Digital Acquisition Corp. III Announces Closing of Upsized $300 Million Initial Public Offering Including Partial Exercise of Underwriters? Over-Allotment Option New York, NY ? November 15, 2021 ? Ascendant Digital Acquisition Corp. III (NYSE: ACDI.U) (the ?Company?) today announced the closing of its initial public offering of 30,000,000 units, which includes 3,900,000 unit |
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| November 16, 2021 |
Exhibit 1.1 Ascendant Digital Acquisition Corp. III 26,100,000 Units Underwriting Agreement November 9, 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As representative (the ?Representative?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), proposes, |
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| November 16, 2021 |
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): November 9, 2021 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41036 N/A (State or other jurisdiction of incorporat |
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| November 16, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Ascendant Sponsor LP III, a Cayman Islands exempted limited partnership c |
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| November 16, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 9, 2021 by and between Ascendant Digital Acquisition Corp. III, 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 Fo |
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| November 16, 2021 |
Exhibit 10.1 November 9, 2021 Ascendant Digital Acquisition Corp. III 667 Madison Avenue, 5th Floor New York, New York 10065 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 Ascendant Digital Acquisition Corp. III, a Cayman Islands |
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| November 12, 2021 |
Ascendant Digital Acquisition Corp. III 26,100,000 Units Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-255349 PROSPECTUS Ascendant Digital Acquisition Corp. III $261,000,000 26,100,000 Units Ascendant Digital Acquisition Corp. III 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 purchase, |
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| November 9, 2021 |
As filed with the Securities and Exchange Commission on November 9, 2021 As filed with the Securities and Exchange Commission on November 9, 2021 Registration No. |
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| November 8, 2021 |
UNITED STATES 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 ASCENDANT DIGITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) 667 |
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| November 4, 2021 |
Ascendant Digital Acquisition Corp. III 667 Madison Avenue, 5th Floor New York, New York 10065 Ascendant Digital Acquisition Corp. III 667 Madison Avenue, 5th Floor New York, New York 10065 November 4, 2021 VIA EDGAR Donald Field U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Ascendant Digital Acquisition Corp. III Registration Statement on Form S-1 Filed April 19, 2021, as amended File No. 333-255349 Dear Mr. Field: Pur |
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| November 4, 2021 |
* * * [Signature page follows] November 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 3, 2021 |
CORRESP 1 filename1.htm November 3, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Donald Field Re: Ascendant Digital Acquisition Corp. III Amendment No. 2 to Registration Statement on Form S-1 Filed October 19, 2021 File No. 333-255349 Dear Mr. Field: On behalf of our client, Ascendant Digital Acquisiti |
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| November 3, 2021 |
As filed with the Securities and Exchange Commission on November 3, 2021. As filed with the Securities and Exchange Commission on November 3, 2021. Registration No. 333-255349 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdi |
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| October 19, 2021 |
Exhibit 10.1 Ascendant Digital Acquisition Corp. III 667 Madison Avenue, 5th Floor New York, New York 10065 [?], 2021 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 Ascendant Digital Acquisition Corp. III, a Cayman Islands exempte |
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| October 19, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Ascendant Sponsor LP III, a Cayman Islands exempted limited partnership company |
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| October 19, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), Ascendant Sponsor LP III, a Cayman Islands exempted limited partnership (the ?Sponsor?) and each of the undersigned parties listed on the signature p |
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| October 19, 2021 |
EX-10.2 6 d140288dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s |
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| October 19, 2021 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASCENDANT DIGITAL ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED [?] AND EFFECTIVE ON [?]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ASCENDANT DIGI |
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| October 19, 2021 |
Exhibit 10.9 AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as of October 17, 2021, by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and NEXON Co. Ltd., a Japanese corporation (the ?Purchaser?). Recitals WHEREAS, the Company was incorporated for the pur |
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| October 19, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Ascendant Digital Acquisition Corp. III 25,000,000 Units Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As representative (the ?Representative?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), proposes, subject |
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| October 19, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 4 d140288dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Ascendant Digital Acquisition Corp. III, 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”, and also referred to herein as t |
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| October 19, 2021 |
As filed with the Securities and Exchange Commission on October 19, 2021. Table of Contents As filed with the Securities and Exchange Commission on October 19, 2021. |
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| July 19, 2021 |
CORRESP 1 filename1.htm July 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Donald Field Re: Ascendant Digital Acquisition Corp. III Amendment No. 1 to Registration Statement on Form S-1 Filed June 25, 2021 File No. 333-255349 Dear Mr. Field: On behalf of our client, Ascendant Digital Acquisition Cor |
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| June 25, 2021 |
Amended and Restated Memorandum and Articles of Association. EX-3.2 3 d140288dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASCENDANT DIGITAL ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED [●] AND EFFECTIVE ON [●]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM |
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| June 25, 2021 |
EX-10.4 13 d140288dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Ascendant Sponsor LP III, a Cayman Islands |
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| June 25, 2021 |
As filed with the Securities and Exchange Commission on June 25, 2021. S-1/A 1 d140288ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 25, 2021. Registration No. 333-255349 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ascendant Digital Acquisition Corp. III (Exact name of registrant as specified in its charter) Ca |
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| June 25, 2021 |
Exhibit 4.3 Form of Warrant Certificate [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 ASCENDANT DIGITAL ACQUISITION CORP. III Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
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| June 25, 2021 |
Form of Underwriting Agreement. EX-1.1 2 d140288dex11.htm EX-1.1 Exhibit 1.1 Ascendant Digital Acquisition Corp. III 25,000,000 Units Underwriting Agreement [●], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company ( |
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| June 25, 2021 |
EX-10.2 11 d140288dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’ |
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| June 25, 2021 |
EX-4.1 4 d140288dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ASCENDANT DIGITAL ACQUISITION CORP. III UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Ascendant Digital Acquisition Corp. II, a Cay |
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| June 25, 2021 |
Exhibit 14.1 ASCENDANT DIGITAL ACQUISITION CORP. III FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [ ], 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of Ascendant Digital Acquisition Corp. III has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and emplo |
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| June 25, 2021 |
EX-10.1 10 d140288dex101.htm EX-10.1 Exhibit 10.1 [●], 2021 Ascendant Digital Acquisition Corp. III 667 Madison Avenue, 5th Floor New York, New York 10065 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 Ascendant Digital Acquisitio |
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| June 25, 2021 |
Form of Administrative Services Agreement between the Registrant and Ascendant Sponsor LP III. EX-10.8 15 d140288dex108.htm EX-10.8 Exhibit 10.8 ASCENDANT DIGITAL ACQUISITION CORP. III 667 Madison Avenue, 5th Floor New York, New York 10065 [●], 2021 Ascendant Sponsor LP III 667 Madison Avenue, 5th Floor New York, New York 10065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Ascendant Digital Acquisition Corp. III (the “Com |
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| June 25, 2021 |
Specimen Ordinary Share Certificate. EX-4.2 5 d140288dex42.htm EX-4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ASCENDANT DIGITAL ACQUISITION CORP. III CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), transferable |
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| June 25, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), Ascendant Sponsor LP III, a Cayman Islands exempted limited partnership (the ?Sponsor?) and each of the undersigned parties listed on the signature p |
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| June 25, 2021 |
Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between ASCENDANT DIGITAL ACQUISITION CORP. III, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they |
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| June 25, 2021 |
Forward Purchase Agreement, dated June 16, 2021, by and between the Registrant and NEXON Co. Ltd. Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of June 16, 2021, by and between Ascendant Digital Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and NEXON Co. Ltd., a Japanese corporation (the ?Purchaser?). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, a |
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| June 25, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Ascendant Digital Acquisition Corp. III, 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?, and also referred to herein as the ?Transfer Agent?). WHEREAS, th |
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| April 19, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Ascendant Digital Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| April 19, 2021 |
Promissory Note issued to Ascendant Sponsor LP III. 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 |
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| April 19, 2021 |
Memorandum and Articles of Association. EX-3.1 2 d140288dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Ascendant Digital Acquisition Corp. III Auth Code: F83573501744 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Ascendant Digital Acquisition Corp. III 1 Th |
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| April 19, 2021 |
Securities Subscription Agreement between Ascendant Sponsor LP III and the Registrant. Exhibit 10.7 Execution Version Ascendant Digital Acquisition Corp. III 667 Madison Avenue, 5th Floor New York, NY 10065 February 24, 2021 Ascendant Sponsor LP III 667 Madison Avenue, 5th Floor New York, NY 10065 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on February 24, 2021 by and between Ascendant Sponsor LP III, a Cayman Islands |
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| April 19, 2021 |
Power of Attorney (included in the signature page of this Registration Statement). Table of Contents As filed with the Securities and Exchange Commission on April 19, 2021. |
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| April 19, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Ascendant Digital Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| April 19, 2021 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Ascendant Digital Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| April 19, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Ascendant Digital Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
