GRAUBARD MILLER THE CHRYSLER BUILDING 405 LEXINGTON AVENUE NEW YORK, NEW YORK 10174 FACSIMILE: DIRECT DIAL: (212) 818-8881 (212) 818-8638 April 24, 2006 VIA EDGAR AND FEDERAL EXPRESS - ------------------------------ Mr. John Reynolds Assistant Director Office of Emerging Growth Companies Mail Stop 3561 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Ascend Acquisition Corp. Registration Statement on Form S-1 ("Registration Statement") Amendment 1 Filed March 13, 2006 File No. 333-131529 ------------------- Dear Mr. Reynolds: On behalf of Ascend Acquisition Corp. (the "Company"), we respond as follows to the Staff's comment letter, dated April 18, 2006, relating to the above-captioned Registration Statement. Please be advised that in addition to responding to the Staff's comments, the Company has increased the number of Units being offered under the Registration Statement from 3,500,000 Units to 6,000,000 Units, and the underwriter's overallotment option has been correspondingly increased from 525,000 Units to 900,000 Units. Further, all corresponding references to shares of common stock and the warrants comprising the Units have also been changed to reflect the increase in the offering amount. Captions and page references herein correspond to those set forth in Amendment No. 2 to the Registration Statement ("Amendment No. 2"), a copy of which has been marked with the changes from Amendment No. 1 to the Registration Statement. We are also delivering three (3) courtesy copies of such marked Amendment No. 2 to John Zitko. Please note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response to each comment immediately thereafter. Additionally, we have, where appropriate, indicated in the markings of the courtesy hard copies of the marked Amendment No. 2 the specific locations in such amendment in which our responses to the Staff's comments are reflected. Mr. John Reynolds April 24, 2006 Page 2 THE OFFERING, PAGE 3 - -------------------- 1. WE NOTE THAT THE SUBSCRIPTION AGREEMENT ATTACHED AS EXHIBIT 10.10 TO AMENDMENT 1 PROVIDES FOR A LESSER AMOUNT OF INSIDER UNITS TO BE PURCHASED BY MR. RICE THAN THE SUBSCRIPTION AGREEMENT THAT WAS ATTACHED AS EXHIBIT 10.10 TO YOUR ORIGINAL FILING. AS A RESULT, IT APPEARS THAT THE PRIVATE PLACEMENT AS ORIGINALLY STRUCTURED WAS NOT IRREVOCABLE AND, ADDITIONALLY, THE PRIVATE PLACEMENT NOW PROPOSED WAS NOT COMPLETED PRIOR TO THE FILING OF THE RESALE REGISTRATION STATEMENT. ACCORDINGLY, THE COMPANY MAY NOT REGISTER THE 166,667 UNITS FOR RESALE. PLEASE REVISE TO REMOVE THE INSIDER UNITS FROM THE COMPANY'S REGISTRATION STATEMENT AND MAKE APPROPRIATE REVISIONS THROUGHOUT THE REGISTRATION STATEMENT. We have revised the Registration Statement as requested. 2. WE NOTE YOUR RESPONSE TO COMMENT SIX FROM OUR LETTER OF MARCH 6, 2006 THAT THE WARRANTS HELD BY INSIDERS MAY NOT BE EXERCISABLE UNTIL AFTER A BUSINESS COMBINATION. PLEASE ADVISE THE STAFF OF THE BASIS OF SUCH STATEMENT AND INCLUDE DISCLOSURE IN YOUR REGISTRATION STATEMENT TO SUCH EFFECT. The disclosure throughout the Registration Statement currently indicates that the units to be purchased by Mr. Rice ("Insider Units") will be "identical to the units being offered by this prospectus..." Additionally, as set forth throughout the Registration Statement, the warrants being offered by the Company pursuant to the prospectus will become exercisable only on the later of the Company's completion of a business combination and one year from the date of the prospectus. Accordingly, the Company's warrants, including those included in the Insider Units, may not be exercisable until after a business combination. We therefore respectfully believe that no revision to the disclosure in the Registration Statement is necessary. 3. WE ALSO NOTE YOUR RESPONSE WITH RESPECT TO WHY THE INSIDER UNITS TO BE HELD BY MR. RICE ARE NOT TO BE PLACED IN ESCROW AS RELATING TO THE PRICE PER-UNIT TO BE PAID BY MR. RICE. PLEASE DISCLOSE WHY, IF SUCH UNITS ARE NOT TO BE SOLD PRIOR TO THE CONSUMMATION OF A BUSINESS COMBINATION, THE UNITS ARE NOT PLACED INTO ESCROW UNTIL SUCH TIME. We respectfully do not believe there is any practical reason to place the Insider Units in escrow to restrict transferability prior to a business combination. The Insider Units will bear a legend indicating that they are not transferable prior to the completion of a business combination. Additionally, as indicated in response to the Staff's comment one above, the Company is no longer registering the Insider Units for resale. Furthermore, Mr. Rice will continue to be in control of the Company until a business combination so any transfer of such units would necessitate a Form 4 filing announcing to the public that he has violated the restriction on transferability. In contrast, following a business combination, Mr. Rice may or may not be in control of the company and if he was not, there would not be the same level of certainty that his shares would not be transferred (thus necessitating the escrow requirement described above for Mr. John Reynolds April 24, 2006 Page 3 the initial shares). For the foregoing reasons, we respectfully do not believe any revision to the disclosure in the Registration Statement is required. 4. WE NOTE THAT THE WARRANT PURCHASE AGREEMENT ATTACHED AS EXHIBIT 10.11 MAY BE EFFECTED NOT BE MR. RICE HIMSELF, BUT BY AN AFFILIATE OR DESIGNEE FOR MR. RICE. PLEASE CLARIFY THE BASIS OF YOUR BELIEF THAT, IF SUCH PURCHASES TOOK PLACE BY AN AFFILIATE OR DESIGNEE, THEY WOULD "DEMONSTRATE CONFIDENCE IN OUR ULTIMATE ABILITY TO EFFECT A BUSINESS COMBINATION" AS YOU STATE ON PAGE 44. While the warrant purchase agreement attached as Exhibit 10.11 indicates that the warrant purchases may be effected by a designee or affiliate of Mr. Rice, we have been advised that Mr. Rice intends to make such purchases personally. We have revised the disclosure in the Registration Statement, where appropriate, to reflect the foregoing. 5. WE NOTE YOUR RESPONSE TO COMMENT SEVEN FROM OUR LETTER OF MARCH 6, 2006 THAT THE COMPANY HAS ALLOWED FOR MR. RICE TO EXERCISE HIS WARRANTS ON A CASHLESS BASIS IN ORDER TO PUT HIM IN THE SAME POSITION AS OTHER PUBLIC SHAREHOLDERS. IT IS THE STAFF'S CONCERN THAT, BY ALLOWING A CASHLESS EXERCISE, THE COMPANY HAS PUT MR. RICE IN A MORE FAVORABLE POSITION THAN PUBLIC STOCKHOLDERS. FOR EXAMPLE, IT COULD BE POSSIBLE FOR HIM TO EXERCISE ALL OF HIS WARRANTS ON A CASHLESS BASIS AND THEN, ONCE SOLD, DETERMINE AS CEO TO REDEEM ALL OF THE COMPANY'S OUTSTANDING WARRANTS. SUCH DECISION COULD, IN TURN, RESULT IN A NEGATIVE PRICE PRESSURE ON THE PRICE OF BOTH WARRANTS AND COMMON SHARES. SINCE MR. RICE WOULD THEN NOT BE SUBJECT TO THE EFFECTS OF SUCH DOWNWARD PRESSURE SINCE HE HAD ALREADY EXERCISED ALL OF HIS WARRANTS. ACCORDINGLY, WE REISSUE THE COMMENT. PLEASE DISCLOSE IN THIS SECTION AND ELSEWHERE AS APPROPRIATE THE CONFLICTS OF INTEREST THAT RESULT FROM MR. RICE'S ABILITY TO INFLUENCE THE TIMING OF WARRANT REDEMPTION AS CEO IN LIGHT OF HIS ABILITY TO EXERCISE HIS INSIDER WARRANTS ON A CASHLESS BASIS. We have revised the disclosure in the Registration Statement to indicate that the warrants held by Mr. Rice will be exercisable by him on a cashless basis only in the event the Company seeks to redeem the warrants. We have further revised the disclosure to indicate that a conflict of interest may result due to Mr. Rice's ability to exercise his warrants on a cashless basis in connection with a redemption of the Company's warrants. RISK FACTORS, PAGE 10 - --------------------- 6. WE NOTE THE DISCLOSURE ON PAGE 17 THAT, "OUR EXISTING STOCKHOLDERS ARE ENTITLED TO MAKE A DEMAND THAT WE REGISTER THE RESALE OF THEIR INITIAL SHARES AT ANY TIME COMMENCING THREE MONTHS PRIOR TO THE DATE ON WHICH THEIR SHARES ARE RELEASED FROM ESCROW. IF OUR EXISTING STOCKHOLDERS EXERCISE THEIR REGISTRATION RIGHTS WITH RESPECT TO ALL OF THEIR INITIAL SHARES, THEN THERE WILL BE AN ADDITIONAL 875,000 SHARES OF COMMON STOCK ELIGIBLE FOR TRADING IN THE PUBLIC MARKET." Mr. John Reynolds April 24, 2006 Page 4 PLEASE DISCLOSE HOW SUCH DATE WILL BE DETERMINED IF THE DATE OF CONSUMMATION FOR A BUSINESS TRANSACTION IS AN UNCERTAINTY. ADDITIONALLY, PLEASE RECONCILE WITH YOUR OTHER DISCLOSURE THAT SUCH SHARES WILL NOT BE TRANSFERABLE PRIOR TO THE CONSUMMATION OF A BUSINESS COMBINATION (AND THUS RELEASED FROM ESCROW) OR CLARIFY THAT THEY WILL NOT BE TRANSFERABLE PRIOR TO CONSUMMATION, EVEN IN THE EVENT OF FILING FOR REGISTRATION. The initial shares issued to the Company's initial stockholders referred to above are being placed in escrow upon consummation of this offering and will not be released until three years from the date of the prospectus. This date will be certain upon consummation of the offering. The disclosure in the Registration Statement indicates that such initial shares will not be transferable during the "escrow period" and not prior to the consummation of a business combination as indicated in the Staff's comment. Accordingly, we respectfully do not believe any revision to the disclosure in the Registration Statement is required. EXHIBITS - -------- 7. WE NOTE YOUR RESPONSE TO COMMENT 14 FROM OUR LETTER OF MARCH 6, 2006. WE ALSO NOTE YOUR DISCLOSURE ON PAGE 7 THAT "WE WILL NOT AMEND OUR CERTIFICATE OF INCORPORATION TO ALLOW US TO SURVIVE FOR A LONGER PERIOD OF TIME IF IT DOES NOT APPEAR WE WILL BE ABLE TO CONSUMMATE A BUSINESS COMBINATION WITHIN THE FOREGOING TIME PERIODS." IF TRUE, PLEASE CLARIFY YOUR DISCLOSURE TO INDICATE THAT THE COMPANY VIEWS THE OBLIGATION IN ARTICLE SIXTH ("THE FOLLOWING PROVISIONS (A) THROUGH (E) SHALL APPLY DURING THE PERIOD COMMENCING UPON THE FILING OF THIS CERTIFICATE OF INCORPORATION AND TERMINATING UPON THE CONSUMMATION OF ANY "BUSINESS COMBINATION," AND MAY NOT AMENDED DURING THE "TARGET BUSINESS ACQUISITION PERIOD.") AS AN OBLIGATION TO ITS SHAREHOLDERS AND THAT IT WILL NOT TAKE ANY ACTIONS TO WAIVE OR AMEND SUCH PROVISION. We have revised the Registration Statement as requested. If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers. Very truly yours, /s/ Jeffrey M. Gallant Jeffrey M. Gallant cc: Don K. Rice David M. Nussbaum Steven Levine Paul D. Broude, Esq.
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