Ascend Acquisition Corp. Completes Merger with Mobile Gaming Company Andover
JACKSON HOLE, Wyo. -- March 02, 2012
Ascend Acquisition Corp. (OTC BB: ASCQ) (“Ascend Acquisition” or the
“Company”) announced that it has completed its previously announced merger
with San Francisco-based mobile gaming company, Andover Games, LLC (“Andover
Games”). As a result of the transaction, Andover Games has become a wholly
owned subsidiary of Ascend Acquisition and will continue as its operating
Under the terms of the merger agreement, simultaneously with the closing of
the merger, Ascend Acquisition completed a private placement of 4 million
shares of common stock at $0.50 per share, resulting in $2 million in gross
proceeds to the Company. The proceeds will be used for the completion and
roll-out of multiple mobile games under direct and indirect development at
Andover Games, human capital development, strategic acquisitions, and working
capital. The Company will register the resale of the shares sold in the
private placement on a registration statement on Form S-1 to be filed with the
Securities and Exchange Commission (“SEC”) in March 2012.
In connection with the merger, the members of Andover Games have exchanged
their equity interests in Andover Games for an aggregate of 38,195,025 shares
of Ascend Acquisition. These shares are subject to a 12-month contractual lock
up and then will be subject to further regulatory restrictions. Audited
financial statements for the period ending December 31, 2011 for Andover Games
will be filed by the Company in a Current Report on Form 8-K with the SEC
within four business days from the closing.
As a result of this transaction, there are now 50,926,700 shares outstanding
of Ascend Acquisition. The number of shares outstanding of Ascend Acquisition
will increase depending on the amount of proceeds it raises in the second
portion of the private placement which may raise up to an additional $2
million of gross proceeds to the Company within the next 30 days pursuant to
the merger agreement.
“We are excited about becoming a public company with this merger with Ascend
Acquisition,” said Craig dos Santos, President and CEO of Andover Games. “We
believe the ability to use public stock and stock options to attract the very
best talent in the mobile gaming industry provides us with a major advantage
over our privately held competition. It also makes it possible for us to make
both strategic acquisitions of competitors and to make publishing deals with
smaller firms in our industry,” said Mr. dos Santos.
“We are pleased that we are welcoming several strategic investors in the
media, entertainment and investment communities to our private stock offering
who will add significant value to Andover Games in the months ahead,” said
Jonathan Ledecky, Chairman of Ascend Acquisition. “These ‘value-added’
investors believe that the talented personnel at Andover Games can
successfully navigate the high growth environment prevalent in mobile gaming
today,” said Ledecky.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities of Ascend Acquisition. The securities
offered and/or sold in Ascend Acquisition’s private placement have not been
registered under the Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United States absent
registration, or an applicable exemption from registration under the
Securities Act of 1933, as amended, and applicable state securities laws.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. Forward looking statements are
statements that are not historical facts. Such forward-looking statements,
based upon the current beliefs and expectations of Ascend Acquisition’s
management, are subject to risks and uncertainties, which could cause actual
results to differ from the forward looking statements.
The following factors, among others, could cause actual results to
meaningfully differ from those set forth in the forward-looking statements:
our ability to develop and then maintain a good relationship with Apple,
Google and Facebook; our ability to convert non-paying players into paying
players and attract new paying players; our ability to increase purchases by
paying players; our ability to retain paying players, especially higher paying
players; our ability to anticipate changes in the mobile and social game
industry; our ability to cost-effectively develop and launch games; our
ability to launch games and release enhancements that become popular; our
ability to develop and maintain a scalable, high-performance technology
infrastructure that can efficiently and reliably handle increased player
usage, fast load times and the deployment of new features and games; our
ability to process, store and use data in compliance with governmental
regulation and other legal obligations related to privacy; our ability to
successfully compete with other companies that are currently in, or may in the
future enter, the social game or entertainment industry; our ability to hire,
integrate and retain world class talent; our ability to maintain adequate
control of our expenses; our ability to successfully expand our business,
while maintaining high quality; and our ability to obtain additional working
capital as and when needed.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside the control of Ascend Acquisition
and Andover Games and are difficult to predict. The information set forth
herein should be read in light of such risks. Neither Ascend Acquisition, nor
Andover Games assumes any obligation to update the information contained in
this press release.
About Andover Games
Andover Games is a company formed in January 2011 to create and distribute
game applications on current smartphone and other mobile platforms, namely iOS
and Android, as well as future competing smartphone platforms.
Jon Ledecky, 307-633-2831
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