SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT
Date of Report (Date of earliest
event reported): January 7, 2013
ASCEND ACQUISITION CORP.
(Exact Name of Registrant
as Specified in Charter)
(State or Other Jurisdiction
||(Commission File Number)
|360 Ritch Street, Floor 3, San Francisco, California
|(Address of Principal Executive Offices)
number, including area code)
(Former Name or Former Address,
if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 1.01. Entry Into a Material
On January 7, 2013, Ascend Acquisition Corp.
(the “Company”) entered into a letter agreement (the “Consulting Agreement”) with United
Talent Agency (“UTA”). UTA is an affiliate of Jeremy Zimmer, who is a member of the Company’s board of
directors. Under the Consulting Agreement, UTA will assist the Company in structuring partnerships with media companies, brands
and/or personalities who have not been previously introduced to the Company (“Targets”), with the purpose of
creating licensed games for mobile or social platforms. The Consulting Agreement is for a term of six months, with a six month
tail. UTA will receive (i) a retainer of $15,000 per month of the term and (ii) a commission equal to 10% of the “net profits”
(as defined in the Consulting Agreement) on each product resulting from a partnership that is entered into with a Target prior
to the expiration of the tail. The retainer will be recoupable against any commission payments. UTA will continue to receive commissions
after the term and tail with respect to partnerships meeting the foregoing conditions. UTA also will receive 150,000 warrants exercisable
at $0.75 per share vesting over two years.
The preceding description of the terms,
provisions and conditions of the Consulting Agreement is a summary and is qualified in its entirety by the Consulting Agreement
that is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
On December 27, 2012, the Company entered
into a license agreement (the “License Agreement”) with NGHT, LLC (“NGHT”), a wholly owned
subsidiary of the National Geographic Society (“National Geographic”), for the purpose of developing, marketing
and distributing a National Geographic branded game. Under the License Agreement, NGHT granted the Company a world-wide license
to use certain of National Geographic’s trademarks and certain of its images, video clips and other content in the Company’s
Dino Land game during the term of the agreement. NGHT also agreed to cooperate in the development of marketing and promotional
events for the game. The Company generally has an exclusive license to the licensed property for use on iOS and Android for three
years from the first commercial release of the game. In exchange, the Company will pay NGHT certain development and exclusivity
fees and royalties. The term of the License Agreement runs until the later of the December 27, 2017 and the end of the “game
term,” subject to earlier termination by the parties under certain conditions (including upon uncured material breach by
either party, insolvency of either party and failure by the Company to achieve certain milestones in the game design). The “game
term” generally runs for five years from the first commercial release of the game, except that the game term may end earlier
in certain circumstances (including if the Company does not make a first commercial release within 12 months or does not operate
the game on a commercially sustainable basis). Upon expiration of the “game term,” the Company may continue to operate
the game for a maximum of six months using the trademarks and will have three months to submit a design document for a new game.
The exclusivity or the entire License Agreement may be terminated by NGHT if the Company fails to submit a new design document
within such three month period. The exclusivity also may be terminated by NGHT if the Company at any time fails to operate the
game on a commercially sustainable basis. Upon expiration or termination of the License Agreement, NGHT will have the right to
purchase the game at a price no less favorable than the Company would offer to any third party.
A copy of the press release issued by the
Company announcing the agreement with NGHT is included as Exhibit 99.1 to this Current Report on Form 8-K.
||Financial Statements and Exhibits|
||United Talent Agency letter agreement|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|Date: January 24, 2013
||ASCEND ACQUISITION CORP.|
||/s/ / Craig dos Santos|
||Craig dos Santos|
||Chief Executive Officer|