Ascendant ACNDU = 1C, 1/2W

Deal Announcement

Filings Edgar

Prospectus 7/24/20

Baron's - SPAC Wants to Build the ‘Entertainment Company of the Future’

UBS ---Odeon Capital 

Trust $10.00 -- $414 million if the underwriters’ over-allotment option is exercised in full

Term 24 months

Focus - “Attention Economy”, which refers to various converging sectors within interactive (digital) entertainment, film/television, music, print and digital books (including magazine and comics publications), e-sports, live events and other forms of consumer entertainment and enabling services and technologies. The Attention Economy ecosystem is highly fragmented with hundreds of content owners and creators, publishing and distribution platforms and other companies providing enabling technologies and services to other industry participants and consumers, many of which are privately owned.

In connection with the consummation of this offering, we have entered into a forward purchase agreement with Nexon, pursuant to which Nexon has subscribed to purchase from us up to 25,000,000 forward purchase units, consisting of one Class A ordinary share, or a forward purchase share, and one-half of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate amount of up to $250,000,000, in a private placement that will close concurrently with the closing of our initial business combination. Nexon’s commitment under the forward purchase agreement is subject to, among other conditions, the approval of its investment committee.

Our Chief Executive Officer and Director, Mark Gerhard, and Chief Operating Officer and Director, Riaan Hodgson, have worked together for 12 years as senior executives, first at the helm of Jagex Limited, a video game developer and publisher based in Cambridge, United Kingdom (“Jagex”), followed by PlayFusion Limited, a technology company developing proprietary mixed reality experiences based in Cambridge, United Kingdom (“PlayFusion”), and have extensive executive management and entrepreneurial backgrounds in technology and digital media businesses, including leading roles at



Table of Contents

Seagate Software, later known as Crystal Decisions (acquired by BusinessObjects), a business intelligence company, BusinessObjects (acquired by SAP AG), an enterprise software company, and GTech Corporation, a gaming and technology company, as well as Ministry of Data, a cybersecurity company, and Serious Global, a digital media company. Our President and Director, David Gomberg, has worked with Mr. Gerhard and Mr. Hodgson at PlayFusion for five years, and previously founded several entertainment and technology companies including Seven Footer Entertainment and (acquired in 2017 by Togetherwork Holdings LLC).

Our management team brings a strong track record of identifying growth opportunities for businesses centered on media content intellectual property (“IP”), or IP that is used in media within the Attention Economy and creating significant shareholder value, which we believe will make us well-positioned to source target businesses that could benefit from such skills and expertise. During Mr. Gerhard and Mr. Hodgson’s tenure leading Jagex from February 2008 to January 2015, the company enjoyed significant revenue growth. Under Mr. Gerhard’s and Mr. Hodgson’s leadership, Jagex became one of the first video game developers and publishers to successfully introduce both monthly membership subscriptions and in-game micro-transaction monetization capabilities into the RuneScape game at the beginning of 2012, driving significant revenue and EBITDA growth. Micro-transactions enable gamers to purchase special items and benefits within a game, such as new weapons, outfits, creatures, additional lives, stages and more. Since then, the micro-transaction business model for games has become a key driver of the rapid growth in the interactive entertainment market: PC and console micro-transaction game revenue has grown at a 16% CAGR to $22.4 billion in 2015 from $12.2 billion in 2011, according to PwC. Newzoo estimates that PC and console game micro-transaction contributed to 53% (or $80 billion) of the $152 billion global video games market in 2019. Among other strategies spearheaded by Mr. Gerhard and Mr. Hodgson at Jagex was the engagement of the existing community of players of its popular RuneScape game, which is a multi-player online role-playing fantasy game, as an effective viral acquisition channel to attract new and returning players. As a result of this strategy, RuneScape continued to grow to approximately 255 million registered accounts when it was recognized by the Guinness Book of World Records as the world’s most popular free-to-play-game of its kind. In addition, these community initiatives, combined with the development of proprietary leading edge data science resulted in the reversal of the industry-accepted bell-curve revenue decline, and in contrast to the orthodoxy, they delivered significant sustained revenue growth. In February 2013, Mr. Gerhard made the strategic decision at Jagex to launch Old School RuneScape (“OSCR”), a game featuring retro graphics and game mechanics which would appeal to the nostalgic affinity of RuneScape’s core fans and was highly successful in recapturing many of the gamers who left the original RuneScape over time. OSCR maintains its popularity to this day, and has reached a peak of 1.1 million paid subscribers in 2019 and 8 million downloads of its mobile version, which launched only in October 2019, as reported by on January 16, 2020.

During their tenure at PlayFusion, our management team was at the forefront of incubating and commercializing multiple innovative technologies aimed at exploiting IPs across different forms of media including video games, comics, TV/film/video, toys, trading cards, and more. PlayFusion’s proprietary platform as a service spans next generation computer vision, audio recognition, machine learning, IoT hardware, and industry leading deep data. The platform uniquely fuses interactive experiences, linear content, printed content, and physical media to provide the future of omni-media engagement and entertainment for IP owners, game developers, media companies, content creators, retailers, educators and publishers alike. PlayFusion has created innovative ways for consumers to connect to and consume brand experiences for Games Workshop, Toys “R” Us, TOMY, Coty and others.