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United States securities and exchange commission logo
May 26, 2021
Mark Gerhard
Chief Executive Officer
Ascendant Digital Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, New York 10065
Re: Ascendant Digital
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 11, 2021
File No. 333-254720
Dear Mr. Gerhard:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
24, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed May 11, 2021
U.S. Federal Income Tax Considerations, page 155
1. We note your response
to prior comment 13; however, if you believe that the
domestication qualifies
as a reorganization within Section 368(a)(1)(F) of the Internal
Revenue Code then you
must obtain a legal opinion supporting such a conclusion.
Otherwise, revise your
disclosure here and your related risk factor to make clear that it is
uncertain whether the
domestication will qualify as a tax-free reorganization and the
potential consequences
to shareholders.
Mark Gerhard
FirstName LastNameMark Gerhard
Ascendant Digital Acquisition Corp.
Comapany
May NameAscendant Digital Acquisition Corp.
26, 2021
May 26,
Page 2 2021 Page 2
FirstName LastName
Introduction, page 169
2. We note you expect the Business Combination to be accounted for akin
to a reverse
recapitalization. Since it is not a business combination, please
revise how you
characterize the merger with ADAC here, and throughout your filing, to
reflect its
substance.
Unaudited Pro Forma Condensed Consolidated Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheets, page 178
3. We note in your response to comment 17 that BSG PubCo has the option
to redeem
Common Units and shares of BSG PubCo Class B common stock by either
issuing an
equal number of shares of BSG PubCo Class A common stock or paying
cash. Please
explain to us in detail how BSG PubCo will make the decision to issue
shares or pay
cash. Tell us who will make the decision and how it will be made. In
this regard, we note
the BSG Members will hold a controlling voting interest in BSG PubCo.
General
4. Please update the financial statements pursuant to Rule 3-12 of
Regulation S-X.
5. You note in your filing that Beacon Street Group relies upon the
publisher s exclusion
from the definition of an investment adviser under section
202(a)(11)(D) of the
Investment Advisers Act of 1940. Please provide a detailed legal
analysis of how the
activities of Beacon Street Group fit within this exclusion under the
Advisers Act. In
addition, please provide a detailed explanation of how Beacon Street
Group s activities
are of general and impersonal nature, including how individualized
Beacon Street Group s
services and tools are for its clients.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Elliott Smith, Esq.