JERUSALEM, Sept. 13,
2022 /PRNewswire/ -- Gesher I Acquisition Corp.
(NASDAQ: GIAC, "Gesher") a publicly-traded special purpose
acquisition company, and Freightos Limited ("Freightos" or the
"Company"), today announced the confidential submission to the U.S.
Securities and Exchange Commission ("SEC") of a draft registration
statement on Form F-4 (the "Registration Statement") relating to
their previously announced proposed business combination.
"Submitting a draft prospectus and proxy statement marks another
milestone on our path to completing our planned business
combination with Freightos," said Ezra Gardner, Chief
Executive Officer of Gesher. "Freightos is modernizing the global
shipping industry as a true innovator in the logistics space. It
enjoys positive unit economics, strong gross margins, an incredibly
high growth rate, and impressive customer retention. Following the
combination, Freightos will be the only pure-play public global
freight platform investment opportunity available, and we're
excited to partner with Zvi and his team on this enormous market
opportunity. The Gesher team has been impressed with the
record growth in Freightos' key performance metrics since the
announcement of the business combination and we look forward to
completing the proposed transaction."
"Following our record results announced for the second quarter
of 2022, which included 137% year-over-year growth in gross booking
value (GBV), we're excited that this submission takes us a step
closer to the public markets," said Zvi
Schreiber, CEO of Freightos. "We're looking forward to
scaling our digital freight booking and payment platform, providing
the world's supply chains with the digital tools required to
contend with ongoing issues of worsening weather conditions, labor
disputes, and the conflict in Europe."
In connection with the proposed business combination with
Gesher, the combined entity has obtained $80 million in
capital commitments. As previously announced, the capital raised
from the transaction is anticipated to be more than sufficient to
reach positive cash flow and will be invested to further scale the
business, driving increased value for users, and improving
margins.
The business combination is expected to close in the second half
of 2022 or early 2023, subject to customary closing conditions,
including the approval of Gesher and Freightos shareholders and
regulatory review.
About Gesher I Acquisition Corp.
Gesher I Acquisition
Corp. is a Cayman Islands exempted
company incorporated as a blank check company for the purpose of
entering into a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or similar business
combination with an Israeli-based company. Gesher is led by Chief
Executive Officer and Chairman of the Board, Ezra Gardner. For more information, visit
https://www.gesherspac.com.
About Freightos
Freightos connects participants
across the international freight ecosystem, including hundreds of
airlines, ocean liners, and trucking companies, as well as
thousands of freight forwarders and over ten thousand importers and
exporters, through a digital platform that allows real-time global
freight-rate comparison, booking, and shipment management.
Freightos was inspired by the successful digital revolutions
in passenger travel, retail, lodging, and other industries, aiming
to bring similar efficiency and transparency to the massive but
largely undigitalized international freight industry.
On May 31, 2022, Freightos
Limited announced a planned business combination with
Gesher I Acquisition Corp. (NASDAQ:
GIAC). Gesher I Acquisition Corp.'s
investment in Freightos will take the company
public with an implied pro forma enterprise value of approximately
$435 million. For more information,
visit https://www.freightos.com.
Forward Looking Statements
This communication includes
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate,"
"believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These statements are based on
various assumptions, whether or not identified in this
communication, and on the current expectations of Freightos
Limited's ("Freightos") and Gesher I Acquisition Corp.'s ("Gesher")
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Freightos and Gesher. These forward-looking
statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed business combination; the outcome of any legal proceedings
that may be instituted against Freightos or Gesher, the combined
company or others following the announcement of the proposed
business combination; the inability to complete the proposed
business combination due to the failure to obtain approval of the
shareholders of Freightos or Gesher or to satisfy other conditions
to closing; changes to the proposed structure of the proposed
business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the proposed business combination;
the ability to meet stock exchange listing standards following the
consummation of the proposed business combination; the risk that
the proposed business combination disrupts current plans and
operations of Freightos as a result of the announcement and
consummation of the proposed business combination; the ability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition and the ability of the combined company to build and
maintain relationships with carriers, freight forwarders and
importers/exporters and retain its management and key employees;
costs related to the proposed business combination; changes in
applicable laws or regulations; Freightos' estimates of expenses
and underlying assumptions with respect to shareholder redemptions
and purchase price and other adjustments; any downturn or
volatility in economic conditions; the effects of COVID-19 or other
pandemics or epidemics; changes in the competitive environment
affecting Freightos or its users, including Freightos' inability to
introduce new products or technologies; risks to Freightos' ability
to protect its intellectual property and avoid infringement by
others, or claims of infringement against Freightos; the
possibility that Freightos or Gesher may be adversely affected by
other economic, business and/or competitive factors; Freightos'
estimates of its financial performance; risks related to the fact
that Freightos is incorporated in the Cayman Islands and governed by the laws of the
Cayman Islands; and those factors
discussed in Gesher's final prospectus dated October 12, 2021 and Quarterly Report on Form
10-Q for the quarter ended March 31,
2022, in each case, under the heading "Risk Factors," and
other documents of Gesher and Freightos filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Freightos nor Gesher presently know
or that Freightos and Gesher currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect Freightos' and Gesher's expectations, plans or
forecasts of future events and views as of the date of this
communication. Freightos and Gesher anticipate that subsequent
events and developments will cause Freightos' and Gesher's
assessments to change. However, while Freightos and Gesher may
elect to update these forward-looking statements at some point in
the future, Freightos and Gesher specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Freightos' and Gesher's assessments as
of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information and Where to Find It
The
proposed business combination will be submitted to shareholders of
Gesher for their consideration. Freightos intends to file a
registration statement on Form F-4 (the "Registration Statement")
with the United States Securities and Exchange Commission (the
"SEC") which will include a preliminary proxy statement to be
distributed to Gesher's shareholders in connection with Gesher's
solicitation for proxies for the vote by Gesher's shareholders in
connection with the proposed business combination and other matters
as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
Gesher's shareholders in connection with the completion of the
proposed business combination. After the Registration Statement has
been filed and declared effective, Gesher will mail a definitive
proxy statement and other relevant documents to its shareholders as
of the record date established for voting on the proposed business
combination. GESHER'S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE
URGED TO READ, ONCE AVAILABLE, THE REGISTRATION STATEMENT, THE
PRELIMINARY PROXY STATEMENT / PROSPECTUS AND ANY AMENDMENTS THERETO
AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT / PROSPECTUS,
IN CONNECTION WITH GESHER'S SOLICITATION OF PROXIES FOR ITS SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS,
THE PROPOSED BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT GESHER, FREIGHTOS AND THE
PROPOSED BUSINESS COMBINATION.
Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by Gesher,
without charge, at the SEC's website located at www.sec.gov or by
directing a request to Gesher I Acquisition Corp., Hagag Towers, North Tower, Floor 24, Haarba 28,
Tel Aviv, Israel.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO
BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Gesher, Freightos and
certain of their respective directors, executive officers and other
members of management and employees may, under SEC rules, be deemed
to be participants in the solicitations of proxies from Gesher's
shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Gesher's shareholders in
connection with the proposed business combination will be set forth
in the Registration Statement when it is filed with the SEC. You
can find more information about Gesher's directors and executive
officers in Gesher's Annual Report on Form 10-K for the fiscal year
ended September 30, 2021. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the Registration Statement when it becomes available.
Shareholders, potential investors and other interested persons
should read the Registration Statement and other relevant materials
to be filed with the SEC regarding the proposed business
combination carefully when they become available before making any
voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Non-Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Contact:
Jessica
Resnick-Ault
Jessica.Resnick-Ault@edelmansmithfield.com
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SOURCE Freightos; Gesher I Acquisition Corp
