0001104659-21-081079.txt : 20210615 0001104659-21-081079.hdr.sgml : 20210615 20210615060727 ACCESSION NUMBER: 0001104659-21-081079 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210614 FILED AS OF DATE: 20210615 DATE AS OF CHANGE: 20210615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Evans Thomas R CENTRAL INDEX KEY: 0001100613 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40491 FILM NUMBER: 211016791 MAIL ADDRESS: STREET 1: 11760 US HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 FORMER NAME: FORMER CONFORMED NAME: EVANS THOMAS R DATE OF NAME CHANGE: 19991207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: G Squared Ascend II, Inc. CENTRAL INDEX KEY: 0001849280 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 205 N. MICHIGAN AVENUE STREET 2: SUITE 3770 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 480-296-1621 MAIL ADDRESS: STREET 1: 205 N. MICHIGAN AVENUE STREET 2: SUITE 3770 CITY: CHICAGO STATE: IL ZIP: 60601 3 1 tm2119588-4_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-06-14 0 0001849280 G Squared Ascend II, Inc. GSQB 0001100613 Evans Thomas R C/O G SQUARED ASCEND II INC., 205 N. MICHIGAN AVENUE CHICAGO IL 60601 1 0 0 0 Class B Ordinary Shares 30000 D As described in the Issuer's Registration Statement on Form S-1 (File No. 333-253898) under the heading "Description of Securities," the Class B Ordinary Shares will automaticallyconvert into Class A Ordinary Shares of the Issuer at the time of the Issuer's initial business combination and have no expiration date. /s/ Dan Espinoza, Attorney-in-Fact 2021-06-14 EX-24 2 tm2119588d4_ex24.htm EXHIBIT 24

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned (in his or her capacity as an officer and/or director of G Squared Ascend II Inc. and not in his or her individual capacity) hereby constitutes and appoints Sean Toner, Matthew Dyckman and Dan Espinoza, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of G Squared Ascend II Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s reasonable discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned (or another authorized representative of the Company) in (a) a signed writing delivered to the foregoing attorneys-in-fact or (b) an email from the undersigned (or another authorized representative of the Company) to Goodwin Procter LLP revoking the same. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 6/11/2021

	/s/ Thomas Evans
	Signature

	Thomas Evans
	Print Name