|
Delaware
|
| |
4731
|
| |
87-2562819
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Justin G. Hamill
Rachel W. Sheridan Latham & Watkins LLP 555 Eleventh Street, NW Washington, D.C. 20004 Tel: (202) 637-2200 |
| |
Nicholas J. Smolansky
Transfix Holdings, Inc. 498 7th Avenue New York, NY 10018 Tel: (646) 844-2200 |
| |
Daniel J. Espinoza
Ilan Nissan Pavel Shaitanoff Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 Tel: (212) 813-8800 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☒
|
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| | ||||||||||||||||||||||||||||
Title of Each Class of
Securities to be Registered(1)(2) |
| | |
Amount to be
Registered |
| | |
Proposed Maximum
Offering Price per Share |
| | |
Proposed Maximum
Aggregate Offering Price |
| | |
Amount of
Registration Fee |
| ||||||||||||
Common Stock, par value $0.0001 per share(3)
|
| | | | | 144,134,814(4) | | | | | | $ | 9.90(5) | | | | | | $ | 1,424,055,325.28(5) | | | | | | $ | 132,009.95(5)(6) | | |
Warrants
|
| | | | | 16,200,000(7) | | | | | | $ | 1.17 | | | | | | $ | 18,954,000(8) | | | | | | $ | 1,757.04(5)(6) | | |
Common Stock issuable upon exchange of Warrants(3)
|
| | | | | 16,200,000(8)(9) | | | | | | $ | 11.50 | | | | | | $ | 186,300,000(10) | | | | | | $ | 17,270.01(5)(6) | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 1,629,309,325.28 | | | | | | $ | 151,037(11) | | |
| | | | | xvi | | | |
| | | | | xvii | | | |
| | | | | xxii | | | |
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| | | | | 248 | | | |
| | | | | F-1 | | | |
| | | | | II-1 | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | | |
| | | | | G-1 | | | |
| | | | | H-1 | | |
| | |
Assuming
No Redemptions |
| |
Assuming 25%
of Maximum Redemptions |
| |
Assuming 50%
of Maximum Redemptions |
| |
Assuming 75%
of Maximum Redemptions |
| |
Assuming
Maximum Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||||||||||||||
Historical Rollover Stockholders
|
| | | | 84,999,174 | | | | | | 58.0% | | | | | | 84,999,174 | | | | | | 58.1% | | | | | | 84,999,174 | | | | | | 60.8% | | | | | | 84,999,174 | | | | | | 63.7% | | | | | | 84,999,174 | | | | | | 66.9% | | |
Public Shareholders
|
| | | | 34,500,000 | | | | | | 23.5% | | | | | | 28,124,200 | | | | | | 19.2% | | | | | | 21,748,400 | | | | | | 15.5% | | | | | | 15,372,600 | | | | | | 11.5% | | | | | | 8,996,300 | | | | | | 7.1% | | |
Initial Shareholders
|
| | | | 11,955,200 | | | | | | 8.2% | | | | | | 16,955,200 | | | | | | 11.6% | | | | | | 16,955,200 | | | | | | 12.1% | | | | | | 16,955,200 | | | | | | 12.7% | | | | | | 16,955,200 | | | | | | 13.3% | | |
Public Warrants
|
| | | | 6,900,000 | | | | | | 4.7% | | | | | | 6,900,000 | | | | | | 4.7% | | | | | | 6,900,000 | | | | | | 4.9% | | | | | | 6,900,000 | | | | | | 5.2% | | | | | | 6,900,000 | | | | | | 5.4% | | |
Private Warrants
|
| | | | 7,100,000 | | | | | | 4.8% | | | | | | 7,100,000 | | | | | | 4.9% | | | | | | 7,100,000 | | | | | | 5.1% | | | | | | 7,100,000 | | | | | | 5.3% | | | | | | 7,100,000 | | | | | | 5.6% | | |
Forward Purchase Commitment Warrants
|
| | | | 1,200,000 | | | | | | 0.8% | | | | | | 2,200,000 | | | | | | 1.5% | | | | | | 2,200,000 | | | | | | 1.6% | | | | | | 2,200,000 | | | | | | 1.6% | | | | | | 2,200,000 | | | | | | 1.7% | | |
Total
|
| | | | 146,654,374 | | | | | | 100.0% | | | | | | 146,278,574 | | | | | | 100.0% | | | | | | 139,902,774 | | | | | | 100.0% | | | | | | 133,526,974 | | | | | | 100.0% | | | | | | 127,150,674 | | | | | | 100.0% | | |
| | |
Year Ended December 31,
|
| |
Nine Months Ended September 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(In thousands, except per share data)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 184,174 | | | | | $ | 130,165 | | | | | $ | 208,125 | | | | | $ | 120,533 | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation
|
| | | | 173,853 | | | | | | 125,098 | | | | | | 195,242 | | | | | | 116,039 | | |
Processing costs
|
| | | | 11,440 | | | | | | 10,523 | | | | | | 9,064 | | | | | | 8,282 | | |
Sales and marketing
|
| | | | 7,557 | | | | | | 6,348 | | | | | | 5,684 | | | | | | 5,787 | | |
Technology
|
| | | | 8,577 | | | | | | 9,767 | | | | | | 7,931 | | | | | | 6,244 | | |
General and administrative
|
| | | | 15,148 | | | | | | 17,155 | | | | | | 16,650 | | | | | | 10,962 | | |
Total Costs and Expenses
|
| | | | 216,575 | | | | | | 168,891 | | | | | | 234,571 | | | | | | 147,314 | | |
Loss from operations
|
| | | | (32,401) | | | | | | (38,726) | | | | | | (26,446) | | | | | | (26,781) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 122 | | | | | | 860 | | | | | | 16 | | | | | | 108 | | |
Interest expense
|
| | | | (1,589) | | | | | | (317) | | | | | | (1,751) | | | | | | (1,124) | | |
Other income
|
| | | | — | | | | | | — | | | | | | 46 | | | | | | — | | |
Total other income (expense)
|
| | | | (1,467) | | | | | | 543 | | | | | | (1,689) | | | | | | (1,016) | | |
Loss before income taxes
|
| | | | (33,868) | | | | | | (38,183) | | | | | | (28,135) | | | | | | (27,797) | | |
Income tax expense
|
| | | | 24 | | | | | | 20 | | | | | | 38 | | | | | | 17 | | |
Net loss
|
| | | $ | (33,892) | | | | | $ | (38,203) | | | | | $ | (28,173) | | | | | $ | (27,814) | | |
Net loss per common share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (3.64) | | | | | $ | (4.14) | | | | | $ | (2.95) | | | | | $ | (2.99) | | |
| | |
As of December 31,
|
| |
As of
September 30, |
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | |
(In thousands)
|
| |||||||||||||||
Cash, cash equivalents and restricted cash
|
| | | $ | 26,538 | | | | | $ | 31,561 | | | | | $ | 11,414 | | |
Total assets
|
| | | | 71,620 | | | | | | 59,817 | | | | | | 70,212 | | |
Total liabilities
|
| | | | 38,874 | | | | | | 27,505 | | | | | | 61,710 | | |
Preferred stock
|
| | | | 158,250 | | | | | | 128,458 | | | | | | 158,250 | | |
Total liabilities, preferred stock and stockholders’ deficit
|
| | | | 71,620 | | | | | | 59,817 | | | | | | 70,212 | | |
| | |
Year Ended December 31,
|
| |
Nine Months Ended September 30,
|
| | | | | ||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| | | | | ||||||||||||||||||||
| | |
($ in thousands)
|
| | | | | | | | | | | | | |||||||||||||||||||||
Revenue
|
| | | $ | 184,174 | | | | | $ | 130,165 | | | | | $ | 208,125 | | | | | $ | 120,533 | | | | | | | ||||||||
Purchased transportation
|
| | | | 173,853 | | | | | | 125,098 | | | | | | 195,242 | | | | | | 116,039 | | | | | | | ||||||||
Internal use software amortization(1)
|
| | | | 345 | | | | | | — | | | | | | 1,054 | | | | | | 162 | | | | | | | ||||||||
Gross profit
|
| | | | 9,976 | | | | | | 5,067 | | | | | | 11,829 | | | | | | 4,332 | | | | | | | ||||||||
Gross profit margin
|
| | | | 5.4% | | | | | | 3.9% | | | | | | 5.7% | | | | | | 3.6% | | | | | | | ||||||||
Add: Internal use software amortization
|
| | | | 345 | | | | | | — | | | | | | 1,054 | | | | | | 162 | | | | | | | ||||||||
Adjusted gross profit(2)
|
| | | $ | 10,321 | | | | | $ | 5,067 | | | | | $ | 12,883 | | | | | $ | 4,494 | | | | | | | ||||||||
Adjusted gross profit margin(2)
|
| | | | 5.6% | | | | | | 3.9% | | | | | | 6.2% | | | | | | 3.7% | | | | | | |
| | |
For the Period from October 26, 2020 (inception)
Through December 31, 2020 |
| |
For the Nine Months
Ended September 30, 2021 |
| ||||||
| | |
(audited)
|
| |
(unaudited)
|
| ||||||
General and administrative expenses
|
| | | $ | 7,830 | | | | | $ | 1,430,902 | | |
General and administrative expenses – related party
|
| | | | — | | | | | | 80,000 | | |
Loss from operations
|
| | | | (7,830) | | | | | | (1,510,902) | | |
Other income (expenses)
|
| | | | — | | | | | | | | |
Change in fair value of derivative liabilities
|
| | | | — | | | | | | 1,920,640 | | |
Offering costs associated with derivative liabilities
|
| | | | — | | | | | | (462,850) | | |
Loss on Forward Purchase Agreement
|
| | | | — | | | | | | (1,448,910) | | |
Gain on conversion of working capital loan
|
| | | | — | | | | | | 243,440 | | |
Income from investments held in Trust Account
|
| | | | — | | | | | | 36,719 | | |
Total other income (expenses)
|
| | | | — | | | | | | 289,039 | | |
Net loss
|
| | | $ | (7,830) | | | | | $ | (1,221,863) | | |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
| | |
|
—
|
| | | |
|
29,571,429
|
| |
Basic and diluted net loss per share, Class A
ordinary share |
| | | $ | — | | | | | $ | (0.03) | | |
Weighted average shares outstanding of Class B ordinary shares, basic
|
| | |
|
7,500,000
|
| | | |
|
8,464,286
|
| |
Weighted average shares outstanding of Class B ordinary shares, diluted
|
| | | | 7,500,000 | | | | | | 8,625,000 | | |
Basic and diluted net loss per share, Class B
ordinary share |
| | | $ | (0.00) | | | | | $ | (0.03) | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 579,744 | | | | | $ | — | | |
Deferred offering costs
|
| | | | — | | | | | | 228,180 | | |
Prepaid expenses
|
| | | | 1,140,934 | | | | | | — | | |
Total current assets
|
| | | | 1,720,678 | | | | | | 228,180 | | |
Investments held in Trust Account
|
| | | | 345,036,719 | | | | | | — | | |
Total Assets
|
| | | $ | 346,757,397 | | | | | $ | 228,180 | | |
Liabilities and Shareholders’ Equity (Deficit) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 85,400 | | | | | $ | 48,005 | | |
Accrued expenses
|
| | | | 208,168 | | | | | | 163,005 | | |
Total current liabilities
|
| | | | 293,568 | | | | | | 211,010 | | |
Deferred underwriting commissions
|
| | | | 12,075,000 | | | | | | — | | |
Derivative liabilities
|
| | | | 15,466,830 | | | | | | — | | |
Total liabilities
|
| | | | 27,835,398 | | | | | | 211,010 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A ordinary shares, $0.0001 par value; 479,000,000 shares
authorized; 34,500,000 and -0- shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively |
| | | | 345,000,000 | | | | | | — | | |
Shareholders’ Equity (Deficit): | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 15,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
| | | | 863 | | | | | | 863 | | |
Additional paid-in capital
|
| | | | — | | | | | | 24,137 | | |
Accumulated deficit
|
| | | | (26,078,864) | | | | | | (7,830) | | |
Total shareholders’ equity (deficit)
|
| | | | (26,078,001) | | | | | | 17,170 | | |
Total Liabilities and Shareholders’ Equity (Deficit)
|
| | | $ | 346,757,397 | | | | | $ | 228,180 | | |
| | |
Assuming No
Redemption Scenario |
| |
Assuming Maximum
Redemption Scenario |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
New Transfix shares issued to Transfix stockholders
|
| | | | 84,011,466 | | | | | | | | | | | | 84,011,466 | | | | | | | | |
Total Transfix Shares(3)
|
| | | | 84,011,466 | | | | | | 65.6% | | | | | | 84,011,466 | | | | | | 78.1% | | |
New Transfix shares issued to G Squared public shareholders
|
| | | | 34,500,000 | | | | | | | | | | | | 34,500,000 | | | | | | | | |
Less: shares redeemed(1)
|
| | | | — | | | | | | | | | | | | (25,503,700) | | | | | | | | |
Total New Transfix shares issued to G Squared public shareholders
|
| | | | 34,500,000 | | | | | | 26.9% | | | | | | 8,996,300 | | | | | | 8.4% | | |
New Transfix shares issued in exchange for the G Squared Founders shares(4)
|
| | | | 3,615,600 | | | | | | | | | | | | 3,615,600 | | | | | | | | |
Total New Transfix shares issued in exchange for G Squared Founders Shares
|
| | | | 3,615,600 | | | | | | 2.8% | | | | | | 3,615,600 | | | | | | 3.3% | | |
New Transfix shares issued under the Forward Purchase
Commitment |
| | | | 6,000,000 | | | | | | | | | | | | 6,000,000 | | | | | | | | |
Add: additional shares to be purchased(2)
|
| | | | — | | | | | | | | | | | | 5,000,000 | | | | | | | | |
Total New Transfix shares issued under the Forward Purchase Commitment
|
| | | | 6,000,000 | | | | | | 4.7% | | | | | | 11,000,000 | | | | | | 10.2% | | |
Pro Forma Shares Outstanding
|
| | | | 128,127,066 | | | | | | 100.0% | | | | | | 107,623,366 | | | | | | 100.0% | | |
|
Transfix Common Stock
|
| | | | 9,621,207 | | |
|
Transfix Preferred Stock
|
| | | | 60,956,596 | | |
|
Transfix vested RSUs
|
| | | | 958,865 | | |
|
Total shares subject to exchange
|
| | | | 71,536,668 | | |
| Calculation of Exchange Ratio: | | | | | | | |
|
New Transfix Shares to be issued as consideration
|
| | | | 100,000,000 | | |
| Aggregate Fully Diluted Transfix shares: | | | | | | | |
|
Transfix Common Stock
|
| | | | 9,621,207 | | |
|
Transfix Preferred Stock
|
| | | | 60,956,596 | | |
|
Transfix Warrants
|
| | | | 133,502 | | |
|
Transfix RSUs and Options, vested and unvested
|
| | | | 17,818,797 | | |
|
Less: A number of shares equal to the aggregate exercise price of Transfix Options
|
| | | | (3,379,025) | | |
|
Total Aggregate Fully Diluted Transfix shares
|
| | | | 85,151,077 | | |
|
Exchange Ratio
|
| | | | 1.1744 | | |
|
New Transfix Shares to be issued
|
| | | | 84,011,466 | | |
|
G Squared Class B Ordinary Share outstanding
|
| | | | 8,625,000 | | |
|
Less: Board and Advisor Shares not subject to the Sponsor Support Agreement
|
| | | | (276,000) | | |
|
SPAC Founder Shares
|
| | | | 8,349,000 | | |
|
Less: Forfeiture of 20% of the Founder Shares
|
| | | | (1,669,800) | | |
|
Non-forfeited Founder Shares
|
| | | | 6,679,200 | | |
|
Less: 50% subject to lock-up
|
| | | | (3,339,600) | | |
|
Founder Shares to be converted to New Transfix Shares
|
| | | | 3,339,600 | | |
|
Board and Advisor Shares to be converted to New Transfix Shares
|
| | | | 276,000 | | |
|
New Transfix Shares to be Issued
|
| | | | 3,615,600 | | |
| | |
Combined Pro Forma
|
| |||
(amounts in thousands, except share and per share information)
|
| |
Nine Months Ended
September 30, 2021 |
| |||
Revenue
|
| | | $ | 208,125 | | |
Loss from operations
|
| | | $ | (26,446) | | |
Net loss
|
| | | $ | (27,404) | | |
Weighted average shares used to compute net loss per common share-basic and diluted (No redemptions)
|
| | | | 128,127,066 | | |
Basic and diluted net loss per share
|
| | | $ | (0.21) | | |
Weighted average shares used to compute net loss per common share-basic and diluted (Maximum redemptions)
|
| | | | 107,623,366 | | |
Basic and diluted net loss per share
|
| | | $ | (0.25) | | |
| | |
Combined Pro Forma
Year Ended December 31, 2020 |
| |||||||||
(amounts in thousands, except share and per share information)
|
| |
Assuming No
Redemption Scenario |
| |
Assuming Maximum
Redemption Scenario |
| ||||||
Revenue
|
| | | $ | 184,174 | | | | | $ | 184,174 | | |
Loss from operations
|
| | | $ | (38,959) | | | | | $ | (41,689) | | |
Net loss
|
| | | $ | (40,450) | | | | | $ | (43,180) | | |
Weighted average shares used to compute net loss per common
share-basic and diluted |
| | | | 128,127,066 | | | | | | 107,623,366 | | |
Basic and diluted net loss per share
|
| | | $ | (0.32) | | | | | $ | (0.40) | | |
| | |
Combined Pro Forma
As of September 30, 2021 |
| |||||||||
(amounts in thousands)
|
| |
Assuming No
Redemption Scenario |
| |
Assuming Maximum
Redemption Scenario |
| ||||||
Total assets
|
| | | $ | 446,275 | | | | | $ | 242,545 | | |
Total liabilities
|
| | | $ | 147,416 | | | | | $ | 147,416 | | |
Common stock
|
| | | $ | 13 | | | | | $ | 11 | | |
Additional paid-in capital
|
| | | $ | 468,273 | | | | | $ | 267,275 | | |
Accumulated deficit
|
| | | $ | (169,427) | | | | | $ | (172,157) | | |
Total stockholders’ equity
|
| | | $ | 298,859 | | | | | $ | 95,129 | | |
| | |
Assuming No Redemption Scenario
|
| |
Assuming Maximum Redemption
Scenario |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
New Transfix shares issued to Transfix stockholders
|
| | | | 84,011,466 | | | | | | | | | | | | 84,011,466 | | | | | | | | |
Total Transfix Shares(3)
|
| | | | 84,011,466 | | | | | | 65.6% | | | | | | 84,011,466 | | | | | | 78.1% | | |
New Transfix shares issued to G Squared public
shareholders |
| | | | 34,500,000 | | | | | | | | | | | | 34,500,000 | | | | | | | | |
Less: shares redeemed(1)
|
| | | | — | | | | | | | | | | | | (25,503,700) | | | | | | | | |
Total New Transfix shares issued to G Squared public shareholders
|
| | | | 34,500,000 | | | | | | 26.9% | | | | | | 8,996,300 | | | | | | 8.4% | | |
New Transfix shares issued in exchange for the G Squared Founders shares(4)
|
| | | | 3,615,600 | | | | | | | | | | | | 3,615,600 | | | | | | | | |
Total New Transfix shares issued in exchange for
G Squared Founders Shares |
| | | | 3,615,600 | | | | | | 2.8% | | | | | | 3,615,600 | | | | | | 3.3% | | |
New Transfix shares issued under the Forward Purchase Commitment
|
| | | | 6,000,000 | | | | | | | | | | | | 6,000,000 | | | | | | | | |
Add: additional shares to be purchased(2)
|
| | | | — | | | | | | | | | | | | 5,000,000 | | | | | | | | |
Total New Transfix shares issued under the Forward Purchase Commitment
|
| | | | 6,000,000 | | | | | | 4.7% | | | | | | 11,000,000 | | | | | | 10.2% | | |
Pro Forma Shares Outstanding
|
| | | | 128,127,066 | | | | | | 100.0% | | | | | | 107,623,366 | | | | | | 100.0% | | |
(amounts in thousands)
|
| |
Historical G
Squared |
| |
Historical
Transfix |
| |
Assuming No Redemption Scenario
|
| |
Assuming Maximum Redemption
Scenario |
| ||||||||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 580 | | | | | $ | 7,866 | | | | | $ | 374,343 | | | | |
|
A
|
| | | | $ | 382,789 | | | | | $ | 170,613 | | | | |
|
A
|
| | | | $ | 179,059 | | |
Accounts receivable, net
|
| | | | — | | | | | | 47,580 | | | | | | — | | | | | | | | | | | | 47,580 | | | | | | — | | | | | | | | | | | | 47,580 | | |
Prepaid expenses and other current assets
|
| | | | 1,140 | | | | | | 3,250 | | | | | | — | | | | | | | | | | | | 4,390 | | | | | | — | | | | | | | | | | | | 4,390 | | |
Total current assets
|
| | | | 1,720 | | | | | | 58,696 | | | | | | 374,343 | | | | | | | | | | | | 434,759 | | | | | | 170,613 | | | | | | | | | | | | 231,029 | | |
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 3,548 | | | | | | — | | | | | | | | | | | | 3,548 | | | | | | — | | | | | | | | | | | | 3,548 | | |
Investment held in Trust Account . . . . . . . . .
|
| | | | 345,037 | | | | | | — | | | | | | (345,037) | | | | |
|
H
|
| | | | | — | | | | | | (345,037) | | | | |
|
H
|
| | | | | — | | |
Property and equipment, net . . . . . . . . . . . . .
|
| | | | — | | | | | | 6,070 | | | | | | — | | | | | | | | | | | | 6,070 | | | | | | — | | | | | | | | | | | | 6,070 | | |
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 1,898 | | | | | | — | | | | | | | | | | | | 1,898 | | | | | | — | | | | | | | | | | | | 1,898 | | |
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 346,757 | | | | | $ | 70,212 | | | | | $ | 29,306 | | | | | | | | | | | $ | 446,275 | | | | | $ | (174,424) | | | | | | | | | | | $ | 242,545 | | |
Liabilities, preferred stock and stockholders’ (deficit) equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 85 | | | | | $ | 35,120 | | | | | $ | — | | | | | | | | | | | $ | 35,205 | | | | | $ | — | | | | | | | | | | | $ | 35,205 | | |
Loan payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 16,996 | | | | | | — | | | | | | | | | | | | 16,996 | | | | | | — | | | | | | | | | | | | 16,996 | | |
Accrued expenses and other current
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
| | | | 208 | | | | | | 6,204 | | | | | | — | | | | | | | | | | | | 6,412 | | | | | | — | | | | | | | | | | | | 6,412 | | |
Total current liabilities . . . . . . . . . . . . . . . . . . . . .
|
| | | | 293 | | | | | | 58,320 | | | | | | — | | | | | | | | | | | | 58,613 | | | | | | — | | | | | | | | | | | | 58,613 | | |
Long term liabilities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred underwriting commissions . . . . . . . .
|
| | | | 12,075 | | | | | | — | | | | | | (12,075) | | | | |
|
K
|
| | | | | — | | | | | | (12,075) | | | | |
|
K
|
| | | | | — | | |
Derivative liabilities . . . . . . . . . . . . . . . . . . . . .
|
| | | | 15,467 | | | | | | — | | | | | | (8,025) | | | | |
|
B
|
| | | | | 7,442 | | | | | | (8,025) | | | | |
|
B
|
| | | | | 7,442 | | |
Earnout liability . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | | | | | 77,971 | | | | |
|
F
|
| | | | | 77,971 | | | | | | 77,971 | | | | |
|
F
|
| | | | | 77,971 | | |
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 3,390 | | | | | | — | | | | | | | | | | | | 3,390 | | | | | | — | | | | | | | | | | | | 3,390 | | |
Total liabilities
|
| | | | 27,835 | | | | | | 61,710 | | | | | | 57,871 | | | | | | | | | | | | 147,416 | | | | | | 57,871 | | | | | | | | | | | | 147,416 | | |
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 158,250 | | | | | | (158,250) | | | | |
|
Q
|
| | | | | — | | | | | | (158,250) | | | | |
|
Q
|
| | | | | — | | |
Class A ordinary shares . . . . . . . . . . . . . . . . . .
|
| | | | 345,000 | | | | | | — | | | | | | (345,000) | | | | |
|
R
|
| | | | | — | | | | | | (345,000) | | | | |
|
R
|
| | | | | — | | |
Stockholders’ (deficit) equity:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 1 | | | | | | 10 | | | | | | 2 | | | | |
|
C
|
| | | | | 13 | | | | | | — | | | | |
|
C
|
| | | | | 11 | | |
Treasury stock, at cost . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | (431) | | | | | | 431 | | | | |
|
T
|
| | | | | — | | | | | | 431 | | | | |
|
T
|
| | | | | — | | |
Additional paid-in capital . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | 13,541 | | | | | | 454,732 | | | | |
|
D
|
| | | | | 468,273 | | | | | | 253,734 | | | | |
|
D
|
| | | | | 267,275 | | |
Accumulated deficit . . . . . . . . . . . . . . . . . . . . .
|
| | | | (26,079) | | | | | | (162,868) | | | | | | 19,520 | | | | |
|
E
|
| | | | | (169,427) | | | | | | 16,790 | | | | |
|
E
|
| | | | | (172,157) | | |
Total stockholders’ (deficit) equity . . . . . . . . .
|
| | | | (26,078) | | | | | | (149,748) | | | | | | 474,685 | | | | | | | | | | | | 298,859 | | | | | | 270,955 | | | | | | | | | | | | 95,129 | | |
Total liabilities, preferred stock and stockholders’ (deficit) equity . . . . . . . . . . . . . .
|
| | | $ | 346,757 | | | | | $ | 70,212 | | | | | $ | 29,306 | | | | | | | | | | | $ | 446,275 | | | | | $ | (174,424) | | | | | | | | | | | $ | 242,545 | | |
(amounts in thousands, except share and per share data)
|
| |
Historical G
Squared |
| |
Historical
Transfix |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||
Revenue | | | | $ | — | | | | | $ | 208,125 | | | | | $ | — | | | | | | | | | | | $ | 208,125 | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation
|
| | | | — | | | | | | 195,242 | | | | | | — | | | | | | | | | | | | 195,242 | | |
Processing costs
|
| | | | — | | | | | | 9,064 | | | | | | — | | | | | | | | | | | | 9,064 | | |
Sales and marketing
|
| | | | — | | | | | | 5,684 | | | | | | — | | | | | | | | | | | | 5,684 | | |
Technology
|
| | | | — | | | | | | 7,931 | | | | | | — | | | | | | | | | | | | 7,931 | | |
General and administrative
|
| | | | 1,511 | | | | | | 16,650 | | | | | | (1,511) | | | | |
|
AA
|
| | | | | 16,650 | | |
Total costs and expenses
|
| | | | 1,511 | | | | | | 234,571 | | | | | | (1,511) | | | | | | | | | | | | 234,571 | | |
Loss from operations
|
| | | | (1,511) | | | | | | (26,446) | | | | | | 1,511 | | | | | | | | | | | | (26,446) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative liabilities
|
| | | | 1,921 | | | | | | — | | | | | | (1,152) | | | | |
|
BB
|
| | | | | 769 | | |
Offering costs associated with derivative liabilities
|
| | | | (463) | | | | | | — | | | | | | 463 | | | | |
|
CC
|
| | | | | — | | |
Loss on forward purchase agreement
|
| | | | (1,449) | | | | | | — | | | | | | 1,449 | | | | |
|
DD
|
| | | | | — | | |
Other income
|
| | | | 280 | | | | | | 16 | | | | | | (280) | | | | |
|
EE
|
| | | | | 16 | | |
Interest expense
|
| | | | — | | | | | | (1,751) | | | | | | — | | | | | | | | | | | | (1,751) | | |
Other expense
|
| | | | — | | | | | | 46 | | | | | | — | | | | | | | | | | | | 46 | | |
Total other income (expense)
|
| | | | 289 | | | | | | (1,689) | | | | | | 480 | | | | | | | | | | | | (920) | | |
Loss before income taxes
|
| | | | (1,222) | | | | | | (28,135) | | | | | | 1,991 | | | | | | | | | | | | (27,366) | | |
Income tax expense
|
| | | | — | | | | | | 38 | | | | | | — | | | | | | | | | | | | 38 | | |
Net loss
|
| | | $ | (1,222) | | | | | $ | (28,173) | | | | | $ | 1,991 | | | | | | | | | | | $ | (27,404) | | |
Weighted average shares outstanding of Class A
ordinary shares |
| | | | 29,571,429 | | | | | | 9,543,567 | | | | | | | | | | | | | | | | | | N/A | | |
Basic and diluted net loss per share, Class A
|
| | | $ | (0.03) | | | | | $ | (2.95) | | | | | | | | | | | | | | | | | | N/A | | |
Weighted average shares outstanding of Class B
ordinary shares, basic |
| | | | 8,464,286 | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Weighted average shares outstanding of Class B
ordinary shares, diluted |
| | | | 8,625,000 | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.03) | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Weighted average shares outstanding of New Transfix Class A common stock (No redemptions)
|
| | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | 128,127,066 | | |
Basic and diluted net loss per share, New Transfix Class A common stock (No redemptions)
|
| | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | $ | (0.21) | | |
Weighted average shares outstanding of New Transfix Class A common stock (Maximum redemptions)
|
| | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | 107,623,366 | | |
Basic and diluted net loss per share, New Transfix Class A common stock (Maximum redemptions)
|
| | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | $ | (0.25) | | |
(amounts in thousands, except share and per share data)
|
| |
Historical G
Squared |
| |
Historical
Transfix |
| |
Assuming No Redemption Scenario
|
| |
Assuming Maximum Redemption
Scenario |
| ||||||||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 184,174 | | | | | $ | — | | | | | | | | | | | $ | 184,174 | | | | | $ | — | | | | | | | | | | | $ | 184,174 | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation
|
| | | | — | | | | | | 173,853 | | | | | | — | | | | | | | | | | | | 173,853 | | | | | | — | | | | | | | | | | | | 173,853 | | |
Processing costs
|
| | | | — | | | | | | 11,440 | | | | | | 139 | | | | |
|
FF
|
| | | | | 11,579 | | | | | | 139 | | | | |
|
FF
|
| | | | | 11,579 | | |
Sales and marketing
|
| | | | — | | | | | | 7,557 | | | | | | 148 | | | | |
|
FF
|
| | | | | 7,705 | | | | | | 148 | | | | |
|
FF
|
| | | | | 7,705 | | |
Technology
|
| | | | — | | | | | | 8,577 | | | | | | 158 | | | | |
|
FF
|
| | | | | 8,735 | | | | | | 158 | | | | |
|
FF
|
| | | | | 8,735 | | |
General and administrative
|
| | | | 8 | | | | | | 15,148 | | | | | | 6,105 | | | | |
|
GG
|
| | | | | 21,261 | | | | | | 8,835 | | | | |
|
GG
|
| | | | | 23,991 | | |
Total costs and expenses
|
| | | | 8 | | | | | | 216,575 | | | | | | 6,550 | | | | | | | | | | | | 223,133 | | | | | | 9,280 | | | | | | | | | | | | 225,863 | | |
Loss from operations
|
| | | | (8) | | | | | | (32,401) | | | | | | (6,550) | | | | | | | | | | | | (38,959) | | | | | | (9,280) | | | | | | | | | | | | (41,689) | | |
Other expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | — | | | | | | (1,467) | | | | | | — | | | | | | | | | | | | (1,467) | | | | | | 0 | | | | | | | | | | | | (1,467) | | |
Total other expense
|
| | | | — | | | | | | (1,467) | | | | | | — | | | | | | | | | | | | (1,467) | | | | | | — | | | | | | | | | | | | (1,467) | | |
Loss before income taxes
|
| | | | (8) | | | | | | (33,868) | | | | | | (6,550) | | | | | | | | | | | | (40,426) | | | | | | (9,280) | | | | | | | | | | | | (43,156) | | |
Income tax expense
|
| | | | — | | | | | | 24 | | | | | | — | | | | | | | | | | | | 24 | | | | | | — | | | | | | | | | | | | 24 | | |
Net loss
|
| | | $ | (8) | | | | | $ | (33,892) | | | | | $ | (6,550) | | | | | | | | | | | $ | (40,450) | | | | | $ | (9,280) | | | | | | | | | | | $ | (43,180) | | |
Weighted average shares outstanding of Class A common stock
|
| | | | N/A | | | | | | 9,303,866 | | | | | | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Basic and diluted net loss per share, Class A
|
| | | | N/A | | | | | $ | (3.64) | | | | | | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Weighted average shares outstanding of Class B ordinary shares
|
| | | | 7,500,000 | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.00) | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | | N/A | | |
Weighted average shares used to compute net loss per common share- basic and diluted
|
| | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | 128,127,066 | | | | | | | | | | | | | | | | | | 107,623,366 | | |
Basic and diluted net loss per share
|
| | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | $ | (0.32) | | | | | | | | | | | | | | | | | $ | (0.40) | | |
| | |
Assuming No
Redemption Scenario |
| | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Investments held in G Squared Trust Account
|
| | | $ | 345,037 | | | |
H
|
| | | $ | 345,037 | | |
Estimated transaction costs
|
| | | | (18,619) | | | |
I
|
| | | | (17,312) | | |
Forward Purchase Commitment
|
| | | | 60,000 | | | |
J
|
| | | | 110,000 | | |
Deferred underwriting commissions
|
| | | | (12,075) | | | |
K
|
| | | | (12,075) | | |
Redemption of G Squared Class A shares
|
| | | | — | | | |
G
|
| | | | (255,037) | | |
| | | | $ | 374,343 | | | |
A
|
| | | $ | 170,613 | | |
| | |
Assuming No
Redemption Scenario |
| | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Exchange of G Squared’s public warrants into New Transfix Warrants
|
| | | $ | (7,250) | | | |
L
|
| | | $ | (7,250) | | |
Settlement of G Squared’s original Forward Purchase Commitment by issuing New Transfix Common Stock
|
| | | | (775) | | | |
M
|
| | | | (775) | | |
| | | | $ | (8,025) | | | |
B
|
| | | $ | (8,025) | | |
| | |
Assuming No
Redemption Scenario |
| | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Remove Transfix and G Squared’s existing balances
|
| | | $ | (11) | | | |
O
|
| | | $ | (11) | | |
Establish balance of New Transfix Common Stock – par
value |
| | | | 13 | | | |
P
|
| | | | 11 | | |
| | | | $ | 2 | | | |
C
|
| | | $ | — | | |
| | |
Assuming No
Redemption Scenario |
| | | | | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Conversion of Transfix’s preferred stock into New Transfix Common Stock
|
| | | $ | 158,250 | | | | | | Q | | | | | $ | 158,250 | | |
Recognition of earnout liability
|
| | | | (77,971) | | | | | | F | | | | | | (77,971) | | |
Conversion of G Squared redeemable shares into New Transfix
Common Stock |
| | | | 345,000 | | | | | | R | | | | | | 89,963 | | |
Reclassification of G Squared’s historical accumulated deficit .
|
| | | | (26,079) | | | | | | S | | | | | | (26,079) | | |
Corresponding adjustment to the New Transfix Common
Stock – Par Value |
| | | | (2) | | | | | | C | | | | | | — | | |
Exchange of G Squared’s public warrants into New Transfix
warrants |
| | | | 7,250 | | | | | | L | | | | | | 7,250 | | |
Settlement of Forward Purchase Commitment liability by
issuing New Transfix Common Stock |
| | | | 775 | | | | | | M | | | | | | 775 | | |
Settlement of Forward Purchase Commitment
|
| | | | 60,000 | | | | | | J | | | | | | 110,000 | | |
Retirement of Transfix Treasury stock
|
| | | | (431) | | | | | | T | | | | | | (431) | | |
Estimated transaction costs
|
| | | | (16,071) | | | | | | I | | | | | | (12,034) | | |
Compensation expense related to Transfix’s RSUs
|
| | | | 4,011 | | | | | | FF | | | | | | 4,011 | | |
| | | | $ | 454,732 | | | | | | D | | | | | $ | 253,734 | | |
| | |
Assuming No
Redemption Scenario |
| | | | | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Estimated transaction costs
|
| | | $ | (2,548) | | | | | | I | | | | | $ | (5,278) | | |
Compensation expense related to Transfix’s RSUs
|
| | | | (4,011) | | | | | | FF | | | | | | (4,011) | | |
Elimination of G Squared’s historical accumulated deficit
|
| | | | 26,079 | | | | | | S | | | | | | 26,079 | | |
| | | | $ | 19,520 | | | | | | E | | | | | $ | 16,790 | | |
| | |
Assuming No
Redemption Scenario |
| | | | | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Recognition of earnout liability for New Transfix Earnout
shares |
| | | $ | 53,948 | | | | | | | | | | | $ | 53,948 | | |
Recognition of earnout liability for G Squared Founders Lockup
Shares |
| | | | 24,023 | | | | | | | | | | | | 24,023 | | |
| | | | $ | 77,971 | | | | | | F | | | | | $ | 77,971 | | |
| | |
Assuming No
Redemption Scenario |
| | | | | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Investments held in G Squared Trust Account
|
| | | $ | — | | | | | | H | | | | | $ | 345,037 | | |
Forward Purchase Commitment
|
| | | | — | | | | | | J | | | | | | 110,000 | | |
Minimum cash required to be transferred to Transfix at
Closing |
| | | | — | | | | | | | | | | | | (200,000) | | |
Net cash available to redeem G Squared Class A Shares
|
| | | $ | — | | | | | | G | | | | | $ | 255,037 | | |
| | |
Assuming No
Redemption Scenario |
| | | | | | | |
Assuming Maximum
Redemption Scenario |
| ||||||
Elimination of general and administrative expenses recorded by
G Squared |
| | | $ | (8) | | | | | | | | | | | $ | (8) | | |
Compensation expense relating to Transfix’s RSUs
|
| | | | 3,565 | | | | | | FF | | | | | | 3,565 | | |
Transaction costs
|
| | | | 2,548 | | | | | | I | | | | | | 5,278 | | |
| | | | $ | 6,105 | | | | | | GG | | | | | $ | 8,835 | | |
(in thousands, except share and per share
data) |
| |
For the Nine Months
Ended September 30, 2021 (No Redemptions) |
| |
For the Nine Months
Ended September 30, 2021 (Maximum Redemption) |
| |
For the Year Ended
December 31, 2020 (No Redemptions) |
| |
For the Year Ended
December 31, 2020 (Maximum Redemption) |
| ||||||||||||
Pro forma net loss
|
| | | $ | (27,404) | | | | | $ | (27,404) | | | | | $ | (40,450) | | | | | $ | (43,180) | | |
Weighted average shares outstanding of New Transfix Class A common stock
|
| | | | 128,127,066 | | | | | | 107,623,366 | | | | | | 128,127,066 | | | | | | 107,623,366 | | |
Net loss per share – basic
and diluted |
| | | $ | (0.21) | | | | | $ | (0.25) | | | | | $ | (0.32) | | | | | $ | (0.40) | | |
| | |
Historical
|
| |
Transfix Equivalent
Pro Forma Combined |
| ||||||||||||||||||
| | |
G Squared
|
| |
Transfix
|
| |
Scenario 1
(Assuming No Redemptions) |
| |
Scenario 2
(Assuming Maximum Redemptions) |
| ||||||||||||
As of and for the Nine Months Ended September 30,
2021(1) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(2)
|
| | | $ | (0.76) | | | | | $ | (15.56) | | | | | $ | 2.33 | | | | | $ | 0.88 | | |
Net income (loss) per Class A Ordinary Share – basic and
diluted |
| | | $ | (0.03) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Net loss per Class B Ordinary Share – basic and diluted
|
| | | $ | (0.03) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Net loss per share of Transfix Common Stock – basic and diluted
|
| | | | N/A | | | | | $ | (2.95) | | | | | | N/A | | | | | | N/A | | |
Net income (loss) per share of New Transfix Common Stock – basic and diluted
|
| | | | N/A | | | | | | N/A | | | | | $ | (0.21) | | | | | $ | (0.25) | | |
Weighted average shares outstanding – basic and diluted(3)
|
| | | | 29,571,429 | | | | | | 9,543,567 | | | | | | 128,127,066 | | | | | | 107,623,366 | | |
Weighted average shares outstanding of Class B Ordinary Shares – basic
|
| | | | 8,464,286 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Weighted average shares outstanding of Class B Ordinary Shares – diluted
|
| | | | 8,625,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
As of and for the Year Ended December 31, 2020(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per Class A Ordinary Share – basic and diluted
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Net loss per Class B Ordinary Share – basic and diluted
|
| | | $ | (0.00) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Net loss per share of Transfix Common Stock – basic and diluted
|
| | | | N/A | | | | | $ | (3.64) | | | | | | N/A | | | | | | N/A | | |
Net income (loss) per share of New Transfix Common Stock – basic and diluted
|
| | | | N/A | | | | | | N/A | | | | | $ | (0.32) | | | | | $ | (0.40) | | |
Weighted average shares outstanding – basic and diluted(3)
|
| | | | — | | | | | | 9,303,866 | | | | | | 128,107,066 | | | | | | 107,623,366 | | |
Weighted average shares outstanding of Class B Ordinary Shares – basic and diluted
|
| | | | 7,500,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| | |
22EV/
Revenue |
| |
23EV/
Revenue |
| |
22EV/
Gross Profit |
| |
23EV/
Gross Profit |
| |
22EV/
Revenue/ Growth |
| |
23EV/
Revenue/ Growth |
| |
22EV/
Gross Profit/ Growth |
| |
23EV/
Gross Profit/ Growth |
| ||||||||||||||||||||||||
Marketplaces(1) | | | | | 6.5x | | | | | | 5.0x | | | | | | 12.3x | | | | | | 10.6x | | | | | | 0.19x | | | | | | 0.16x | | | | | | 0.28x | | | | | | 0.25x | | |
Legacy Brokerage(2)
|
| | | | 0.8x | | | | | | 0.7x | | | | | | 5.5x | | | | | | 4.7x | | | | | | 0.13x | | | | | | 0.18x | | | | | | 0.68x | | | | | | 1.11x | | |
Logistics & Supply Chain(3)
|
| | | | 10.1x | | | | | | 8.6x | | | | | | 14.6x | | | | | | 12.3x | | | | | | 0.80x | | | | | | 0.56x | | | | | | 1.27x | | | | | | 0.94x | | |
Name
|
| |
Age
|
|
Andrew McElroy | | |
39
|
|
Lily Shen | | |
47
|
|
Jonathan Salama | | |
35
|
|
| | |
Existing Organizational Documents
|
| |
Proposed Holdings Organizational
Documents |
|
Proposal 4A
|
| |
Under the Existing Organizational Documents, SPAC’s share capital is US$50,000 divided into 500,000,000 SPAC shares, consisting of 479,000,000 Class A Ordinary Shares, 20,000,000 Class B Ordinary Shares and 1,000,000 SPAC Preference Shares.
See paragraph 8 of the Existing Organizational Documents.
|
| |
The Proposed Holdings Organizational Documents increase the total number of authorized shares to shares, consisting of shares of New Transfix Common Stock and shares of New Transfix Preferred Stock.
See Article IV of the Proposed Certificate of Incorporation.
|
|
Proposal 4B
|
| | The Existing Organizational Documents provide that the SPAC shareholders are entitled to one vote for each Ordinary Share of which he or she is the holder for each matter properly submitted to the shareholders entitled to vote thereon; provided that under the Existing Organizational Documents, only the holders of Class B Ordinary Shares are entitled to vote on the election of directors. | | |
The Proposed Holdings Organizational Documents provide that holders of New Transfix Common Stock will be entitled to cast one vote per share on each matter properly submitted to the stockholders entitled to vote.
See Article V, subsection A of the Proposed Certificate of Incorporation.
|
|
| | |
Existing Organizational Documents
|
| |
Proposed Holdings Organizational
Documents |
|
| | | See Articles 15.3 and 17.5 of the Existing Organizational Documents. | | | | |
Proposal 4C
|
| |
The Existing Organizational Documents provide that any director may be removed from office (a) if prior to the consummation of an Initial Business Combination, by an ordinary resolution of the holders of the Class B Ordinary Shares and (b) if following the consummation of an Initial Business Combination, by an ordinary resolution of the holders of the Ordinary Shares.
See Articles 17.5 and 17.6 of the Existing Organizational Documents.
|
| |
The Proposed Holdings Organizational Documents provide that, subject to the rights of any New Transfix Preferred Stock, the Board of Directors or any individual director may be removed from office at any time, but only for cause and only by affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of voting stock of New Transfix entitled to vote at an election of directors.
See Article VI, subsection C of the Proposed Certificate of Incorporation.
|
|
Adoption of Supermajority Vote Requirement to Amend the Proposed Holdings Organizational Documents (Proposal 4D)
|
| |
The Existing Organizational Documents provide that amendments may be made by a special resolution under Cayman Islands law, being the affirmative vote of two-thirds of the Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.
See Article 36 of the Existing Organizational Documents.
|
| |
The Proposed Holdings Organizational Documents require the affirmative vote of at least two-thirds of the voting power of the then-outstanding shares of capital stock of New Transfix entitled to vote thereon, voting together as a single class, to (a) adopt, amend or repeal the Proposed Bylaws, and to (b) amend, alter, repeal or rescind Articles V(B), VI, VII, VIII, IX, X, XI and XII of the Proposed Certificate of Incorporation.
See Article VI, subsection F and Article IX, subsection A3 of the Proposed Certificate of Incorporation.
|
|
Exclusive Forum Provision (Proposal 4E) | | | The Existing Organizational Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | |
The Proposed Holdings Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
These provisions are inapplicable to suits brought to enforce any liability or duty created by the Securities Act, Exchange Act, and any other claim for which the federal courts of the United States of America have exclusive jurisdiction.
|
|
| | |
Existing Organizational Documents
|
| |
Proposed Holdings Organizational
Documents |
|
| | | | | | See Article XI of the Proposed Certificate of Incorporation. | |
Action by Written Consent of Stockholders (Proposal 4F)
|
| |
The Existing Organizational Documents provide that shareholders may pass a resolution in writing without holding a meeting if: (a) all shareholders entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of shareholders; (b) all shareholders entitled so to vote: (i) sign a document; or (ii) sign several documents in the like form each signed by one or more of those shareholders; and (c) the signed document or documents is or are delivered to SPAC, including, if the SPAC so nominates, by delivery of an electronic record by electronic means to the address specified for that purpose.
See Article 14.20 of the Existing Organizational Documents.
|
| |
The Proposed Holdings Organizational Documents provide that, subject to the rights of any New Transfix Preferred Stock then outstanding, any action required or permitted to be taken by New Transfix’s stockholders must be effected at a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.
See Article VII of the Proposed Certificate of Incorporation.
|
|
Corporate Name (Proposal 4G ) | | |
The Existing Organizational Documents provide the name of the company is “G Squared Ascend I Inc.”.
See paragraph 1 of the Existing Organizational Documents.
|
| |
The Proposed Holdings Organizational Documents provide that the name of the company will be “Transfix Holdings, Inc.”
See Article I of the Proposed Certificate of Incorporation.
|
|
Perpetual Existence (Proposal 4H) | | |
The Existing Organizational Documents provide that if SPAC does not consummate an Initial Business Combination within 24 months from the closing of the IPO, SPAC will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate the Trust Account.
See Article 38.8 of the Existing Organizational Documents.
|
| | The Proposed Holdings Organizational Documents do not contain any provisions relating to New Transfix’s ongoing existence; the default under the DGCL will make New Transfix’s existence perpetual. | |
Provisions Related to Status as a Blank Check Company (Proposal 4I) | | | The Existing Organizational Documents set forth various provisions related to SPAC’s status as a blank check company prior to the consummation of an Initial Business Combination. | | | The Proposed Holdings Organizational Documents do not include such provisions related to SPAC’s status as a blank check company, which will no longer apply upon consummation of the Business Combination, as SPAC | |
| | |
Existing Organizational Documents
|
| |
Proposed Holdings Organizational
Documents |
|
| | |
See Article 38.2 of the Existing Organizational Documents.
|
| | will cease to be a blank check company at such time. | |
| | |
Nine Months Ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Revenue
|
| | | $ | 208,125 | | | | | $ | 120,533 | | | | | $ | 184,174 | | | | | $ | 130,165 | | |
Purchased transportation
|
| | | | 195,242 | | | | | | 116,039 | | | | | | 173,853 | | | | | | 125,098 | | |
Internal use software amortization(1)
|
| | | | 1,054 | | | | | | 162 | | | | | | 345 | | | | | | — | | |
Gross profit
|
| | | | 11,829 | | | | | | 4,332 | | | | | | 9,976 | | | | | | 5,067 | | |
Gross profit margin
|
| | | | 5.7% | | | | | | 3.6% | | | | | | 5.4% | | | | | | 3.9% | | |
Add: Internal use software amortization
|
| | | | 1,054 | | | | | | 162 | | | | | | 345 | | | | | | — | | |
Adjusted gross profit
|
| | | $ | 12,883 | | | | | $ | 4,494 | | | | | $ | 10,321 | | | | | $ | 5,067 | | |
Adjusted gross profit margin
|
| | | | 6.2% | | | | | | 3.7% | | | | | | 5.6% | | | | | | 3.9% | | |
| | |
Nine Months Ended September 30,
|
| | | | | | | | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
Change $
|
| |
Change %
|
| ||||||||||||
Revenue
|
| | | $ | 208,125 | | | | | $ | 120,533 | | | | | $ | 87,592 | | | | | | 72.7% | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation
|
| | | | 195,242 | | | | | | 116,039 | | | | | | 79,203 | | | | | | 68.3% | | |
Processing costs
|
| | | | 9,064 | | | | | | 8,282 | | | | | | 782 | | | | | | 9.4% | | |
Sales and marketing
|
| | | | 5,684 | | | | | | 5,787 | | | | | | (103) | | | | | | (1.8)% | | |
Technology
|
| | | | 7,931 | | | | | | 6,244 | | | | | | 1,687 | | | | | | 27.0% | | |
General and administrative
|
| | | | 16,650 | | | | | | 10,962 | | | | | | 5,688 | | | | | | 51.9% | | |
Total Costs and Expenses
|
| | | | 234,571 | | | | | | 147,314 | | | | | | 87,257 | | | | | | 59.2% | | |
Loss from Operations
|
| | | | (26,446) | | | | | | (26,781) | | | | | | 335 | | | | | | (1.3)% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | (1,735) | | | | | | (1,016) | | | | | | (719) | | | | | | 70.8% | | |
Other income
|
| | | | 46 | | | | | | — | | | | | | 46 | | | | | | NM | | |
Total other income (expense)
|
| | | | (1,689) | | | | | | (1,016) | | | | | | (673) | | | | | | 66.2% | | |
Loss before income taxes
|
| | | | (28,135) | | | | | | (27,797) | | | | | | (338) | | | | | | 1.2% | | |
Income tax expense
|
| | | | 38 | | | | | | 17 | | | | | | 21 | | | | | | 123.5% | | |
Net loss
|
| | | $ | (28,173) | | | | | $ | (27,814) | | | | | $ | (359) | | | | | | 1.3% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2020
|
| |
2019
|
| |
Change $
|
| |
Change %
|
| ||||||||||||
Revenue
|
| | | $ | 184,174 | | | | | $ | 130,165 | | | | | $ | 54,009 | | | | | | 41.5% | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation
|
| | | | 173,853 | | | | | | 125,098 | | | | | | 48,755 | | | | | | 39.0% | | |
Processing costs
|
| | | | 11,440 | | | | | | 10,523 | | | | | | 917 | | | | | | 8.7% | | |
Sales and marketing
|
| | | | 7,557 | | | | | | 6,348 | | | | | | 1,209 | | | | | | 19.0% | | |
Technology
|
| | | | 8,577 | | | | | | 9,767 | | | | | | (1,190) | | | | | | (12.2)% | | |
General and administrative
|
| | | | 15,148 | | | | | | 17,155 | | | | | | (2,007) | | | | | | (11.7)% | | |
Total Costs and Expenses
|
| | | | 216,575 | | | | | | 168,891 | | | | | | 47,684 | | | | | | 28.2% | | |
Loss from operations
|
| | | | (32,401) | | | | | | (38,726) | | | | | | 6,325 | | | | | | (16.3)% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income (expense), net
|
| | | | (1,467) | | | | | | 543 | | | | | | (2,010) | | | | | | (370.2)% | | |
Loss before income taxes
|
| | | | (33,868) | | | | | | (38,183) | | | | | | 4,315 | | | | | | (11.3)% | | |
Income tax expense
|
| | | | 24 | | | | | | 20 | | | | | | 4 | | | | | | 20.0% | | |
Net loss
|
| | | $ | (33,892) | | | | | $ | (38,203) | | | | | $ | 4,311 | | | | | | (11.3)% | | |
| | |
For the Nine Months
Ended September 30, |
| | | | | | | | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
Change $
|
| |
Change %
|
| ||||||||||||
Operating activities
|
| | | $ | (17,265) | | | | | $ | (22,603) | | | | | $ | 5,338 | | | | | | 23.6% | | |
Investing activities
|
| | | | (3,550) | | | | | | (2,248) | | | | | | (1,302) | | | | | | (57.9)% | | |
Financing activities
|
| | | | 5,691 | | | | | | 29,884 | | | | | | (24,193) | | | | | | (81.0)% | | |
Net change in cash and cash equivalents and restricted cash
|
| | | $ | (15,124) | | | | | $ | 5,033 | | | | | $ | (20,157) | | | | | | (400.5)% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2020
|
| |
2019
|
| |
Change $
|
| |
Change %
|
| ||||||||||||
Net cash used in operating activities
|
| | | $ | (31,989) | | | | | $ | (35,389) | | | | | $ | 3,400 | | | | | | (9.6)% | | |
Net cash used in investing activities
|
| | | | (2,971) | | | | | | (1,579) | | | | | | (1,392) | | | | | | 88.2% | | |
Net cash provided by financing activities
|
| | | | 29,937 | | | | | | 15,156 | | | | | | 14,781 | | | | | | 97.5% | | |
Net decrease in cash, cash equivalents
|
| | | $ | (5,023) | | | | | $ | (21,812) | | | | | $ | 16,789 | | | | | | (77.0)% | | |
| | |
Total
|
| |
2021
|
| |
2022 – 2023
|
| |
2024 – 2025
|
| |
Thereafter
|
| |||||||||||||||
Operating lease
|
| | | $ | 17,587 | | | | | $ | 4,368 | | | | | $ | 8,736 | | | | | $ | 4,483 | | | | | $ | — | | |
TriplePoint Facility loan(1)
|
| | | | 10,000 | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | — | | |
Purchase obligations
|
| | | | 706 | | | | | | 506 | | | | | | 200 | | | | | | — | | | | | | — | | |
Interest payment due on debt(1)
|
| | | | 323 | | | | | | 323 | | | | | | — | | | | | | — | | | | | | — | | |
Total contractual obligations
|
| | | $ | 28,616 | | | | | $ | 15,197 | | | | | $ | 8,936 | | | | | $ | 4,483 | | | | | $ | — | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Larry Aschebrook | | | | | 43 | | | | Chairman of the Board | |
Ward Davis* | | | | | 56 | | | | Chief Executive Officer and Director | |
Tom Hoban* | | | | | 51 | | | | Chief Financial Officer | |
Thomas Evans | | | | | 66 | | | | Director | |
Heather Hasson | | | | | 39 | | | | Director | |
Lauri M. Shanahan | | | | | 58 | | | | Director | |
Name and Principal
Position |
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
Lily Shen
President, Chief Executive Officer and Director |
| | | | 2021 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 400,000 | | |
| | | | | 2020 | | | | | | 373,187 | | | | | | 90,000 | | | | | | — | | | | | | 4,036,643 | | | | | | — | | | | | | 4,499,830 | | |
Christian Lee
Chief Financial Officer |
| | | | 2021 | | | | | | 300,000 | | | | | | 50,000(2) | | | | | | — | | | | | | 1,391,409 | | | | | | — | | | | | | 1,741,409 | | |
| | |
Equity Granted in 2021
|
| |||||||||
Name and Principal
Position |
| |
Stock Awards (#)
|
| |
Stock Awards ($)
|
| |
Stock Options (#)
|
| |
Stock Options ($)
|
|
Lily Shen
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Christian Lee
|
| |
—
|
| |
—
|
| |
894,394
|
| |
$1,391,409
|
|
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| |||||||||||||||||||||||||||
Lily Shen
|
| | | | 02/26/20(1) | | | | | | 1,048,289 | | | | | | 1,686,379 | | | | | $ | 3.80 | | | | | | 02/25/30 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 04/12/19(2) | | | | | | 690,158 | | | | | | 117,833 | | | | | $ | 3.08 | | | | | | 04/11/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 04/19/18(3) | | | | | | 677,046 | | | | | | 31,566 | | | | | $ | 0.87 | | | | | | 04/18/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christian
Lee |
| | | | 01/14/21(3) | | | | | | — | | | | | | 894,394 | | | | | $ | 3.80 | | | | | | 01/13/31 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Vested
Options |
| |
Unvested
Options |
| |
RSUs
|
| |||||||||
Lily Shen
|
| | | | 2,415,493 | | | | | | 1,835,778 | | | | | | — | | |
Christian Lee
|
| | | | — | | | | | | 894,394 | | | | | | — | | |
Andrew McElroy
|
| | | | 2,687,278 | | | | | | 908,990 | | | | | | — | | |
Jonathan Salama
|
| | | | 2,687,278 | | | | | | 908,990 | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Lily Shen | | | 47 | | | Chief Executive Officer and President | |
Christian Lee | | | 45 | | | Chief Financial Officer | |
Directors | | | | | | | |
Andrew McElroy | | | 39 | | | Director | |
Lily Shen | | | 47 | | | Director | |
Jonathan Salama | | | 35 | | | Director | |
| | | | | |
Director Nominee
Director Nominee Director Nominee Director Nominee |
|
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| |
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
|
| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
|
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a | | | Under the Cayman Islands Companies Act (As Revised) and | |
| | | stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | | | the Existing Organizational Documents, routine corporate matters may be approved by an ordinary resolution (being the affirmative vote (in person, online or by proxy) of a majority of the | |
| | |
Delaware
|
| |
Cayman Islands
|
|
| | | | | | holders of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class). | |
Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | | | Minority shareholders that dissent from a Cayman Islands statutory merger are entitled to be paid the fair market value of their shares, which, if necessary, may ultimately be determined by the court. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Advisory Organizational Documents Proposal 4E). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors of Switchback owe a duty of care, diligence and skill.
Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be unlimited, except with regard to their own fraud or willful default. | |
| | |
Fair Market Value of Shares of New Transfix Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (period to
expiration of warrants) |
| |
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | | | | | | | | | | | | | |
After the Business Combination
|
| |||||||||||||||||||||
| | |
Prior to the Business
Combination |
| |
Assuming No Redemptions
Scenario |
| |
Assuming Maximum
Redemptions Scenario |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owners(1)
|
| |
Number of
shares of Common Stock |
| |
%
|
| |
Number of shares of
Common Stock |
| |
%
|
| |
Number of shares
of Common Stock |
| |
%
|
| ||||||||||||||||||
Five Percent Holders of G Squared | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
G Squared Ascend Management I, LLC(2)(3)
|
| | | | 8,349,000 | | | | | | 19.4% | | | | | | 11,955,200 | | | | | | 9.1% | | | | | | 16,955,200 | | | | | | 15.3% | | |
Directors and Executive Officers of G
Squared |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Larry Aschebrook(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ward Davis(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tom Hoban(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Thomas Evans(4)(5)
|
| | | | 36,000 | | | | | | * | | | | | | 36,000 | | | | | | * | | | | | | 36,000 | | | | | | * | | |
Heather Hasson(4)(5)
|
| | | | 36,000 | | | | | | * | | | | | | 36,000 | | | | | | * | | | | | | 36,000 | | | | | | * | | |
Lauri M. Shanahan(4)(5)
|
| | | | 36,000 | | | | | | * | | | | | | 36,000 | | | | | | * | | | | | | 36,000 | | | | | | * | | |
All Directors and Executive Officers of
G Squared as a Group |
| | | | 108,000 | | | | | | * | | | | | | 108,000 | | | | | | * | | | | | | 108,000 | | | | | | * | | |
Five Percent Holders of Transfix | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Entities affiliated with New Enterprise Associates(6)
|
| | | | — | | | | | | — | | | | | | 28,840,783 | | | | | | 21.9% | | | | | | 28,840,783 | | | | | | 26.0% | | |
Canvas Venture Fund, L.P.(7) | | | | | — | | | | | | — | | | | | | 17,918,931 | | | | | | 13.6% | | | | | | 17,918,931 | | | | | | 16.2% | | |
Directors and Named Executive Officers of Transfix After Consummation of the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrew McElroy(8) | | | | | — | | | | | | — | | | | | | 7,235,498 | | | | | | 5.5% | | | | | | 7,235,498 | | | | | | 6.5% | | |
Lily Shen(9) | | | | | — | | | | | | — | | | | | | 3,013,587 | | | | | | 2.3% | | | | | | 3,031,587 | | | | | | 2.7% | | |
Jonathan Salama(10) | | | | | — | | | | | | — | | | | | | 4,523,688 | | | | | | 3.4% | | | | | | 4,523,688 | | | | | | 4.1% | | |
Christian Lee(11) | | | | | — | | | | | | — | | | | | | 305,909 | | | | | | * | | | | | | 305,909 | | | | | | * | | |
All Directors and Executive Officers of
New Transfix as a Group |
| | | | — | | | | | | — | | | | | | 15,078,682 | | | | | | 11.5% | | | | | | 15,078,682 | | | | | | 13.6% | | |
Transfix Holdings Inc. Audited Financial Statements
|
| |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | |
G Squared Ascend I Inc. Audited Financial Statements
|
| |
Page
|
| |||
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-9 | | | |
| | | | F-10 | | |
G Squared Ascend I Inc. Unaudited Condensed Financial Statements
|
| |
Page
|
| |||
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | |
Transfix, Inc. Unaudited Condensed Financial Statements
|
| |
Page
|
| |||
| | | | F-41 | | | |
| | | | F-42 | | | |
| | | | F-43 | | | |
| | | | F-44 | | | |
| | | | F-45 | | |
Transfix, Inc. Audited Financial Statements
|
| |
Page
|
| |||
| | | | F-58 | | | |
| | | | F-59 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | | |
| | | | F-64 | | |
| Assets: | | | | | | | |
|
Total assets
|
| | |
$
|
—
|
| |
| Liabilities and stockholder’s equity: | | | | | | | |
|
Total liabilities
|
| | | | — | | |
| Commitments and contingencies | | | | | | | |
| Stockholder’s equity: | | | | | | | |
|
Common stock, $0.000001 par value; 100 shares issued and outstanding
|
| | | | 0.01 | | |
|
Due from stockholder
|
| | | | (0.01) | | |
|
Total stockholder’s equity
|
| | | | — | | |
|
Total liabilities and stockholder’s equity
|
| | | $ | — | | |
| Assets | | | | | | | |
|
Deferred offering costs associated with proposed public offering
|
| | | $ | 228,180 | | |
|
Total Assets
|
| | | $ | 228,180 | | |
| Liabilities and Shareholder’s Equity | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 48,005 | | |
|
Accrued expenses
|
| | | | 163,005 | | |
|
Total current liabilities
|
| | | | 211,010 | | |
| Commitments and Contingencies | | | | | | | |
| Shareholder’s Equity: | | | | | | | |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and
outstanding |
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding(1)(2)
|
| | | | 863 | | |
|
Additional paid-in capital
|
| | | | 24,137 | | |
|
Accumulated deficit
|
| | | | (7,830) | | |
|
Total shareholder’s equity
|
| | | | 17,170 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 228,180 | | |
|
General and administrative expenses
|
| | | $ | 7,830 | | |
|
Net loss
|
| | | $ | (7,830) | | |
|
Weighted average Class B shares outstanding, basic and diluted(1)(2)
|
| | | | 7,500,000 | | |
|
Basic and diluted net loss per share
|
| | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – October 26, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)(2)
|
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,830) | | | | | | (7,830) | | |
Balance – December 31, 2020
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (7,830) | | | | | $ | 17,170 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (7,830) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
General and administrative expenses paid by related parties
|
| | | | 2,126 | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accounts payable
|
| | | | 5,699 | | |
|
Accrued expenses
|
| | | | 5 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net change in cash
|
| | | | — | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – ending of the period
|
| | | $ | — | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accounts payable
|
| | | $ | 42,306 | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 163,000 | | |
|
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor
|
| | | $ | 22,874 | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 579,744 | | | | | $ | — | | |
Deferred offering costs
|
| | | | — | | | | | | 228,180 | | |
Prepaid expenses
|
| | | | 1,140,934 | | | | | | — | | |
Total current assets
|
| | | | 1,720,678 | | | | | | 228,180 | | |
Investments held in Trust Account
|
| | | | 345,036,719 | | | | | | — | | |
Total Assets
|
| | | $ | 346,757,397 | | | | | $ | 228,180 | | |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and
Shareholders’ Equity (Deficit): |
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 85,400 | | | | | $ | 48,005 | | |
Accrued expenses
|
| | | | 208,168 | | | | | | 163,005 | | |
Total current liabilities
|
| | | | 293,568 | | | | | | 211,010 | | |
Deferred underwriting commissions
|
| | | | 12,075,000 | | | | | | — | | |
Derivative liabilities
|
| | | | 15,466,830 | | | | | | — | | |
Total liabilities
|
| | | | 27,835,398 | | | | | | 211,010 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 and -0- shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively
|
| | | | 345,000,000 | | | | | | — | | |
Shareholders’ Equity (Deficit): | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; no non-redeemable shares issued or outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 15,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
| | | | 863 | | | | | | 863 | | |
Additional paid-in capital
|
| | | | — | | | | | | 24,137 | | |
Accumulated deficit
|
| | | | (26,078,864) | | | | | | (7,830) | | |
Total shareholders’ equity (deficit)
|
| | | | (26,078,001) | | | | | | 17,170 | | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)
|
| | | $ | 346,757,397 | | | | | $ | 228,180 | | |
| | |
For the Three Months
Ended September 30, 2021 |
| |
For the Nine Months
Ended September 30, 2021 |
| ||||||
General and administrative expenses
|
| | | $ | 547,088 | | | | | $ | 1,430,902 | | |
General and administrative expenses – related party
|
| | | | 30,000 | | | | | | 80,000 | | |
Loss from operations
|
| | | | (577,088) | | | | | | (1,510,902) | | |
Other income (expenses) | | | | | | | | | | | | | |
Change in fair value of derivative liabilities
|
| | | | 2,818,170 | | | | | | 1,920,640 | | |
Offering costs associated with derivative liabilities
|
| | | | — | | | | | | (462,850) | | |
Loss on Forward Purchase Agreement
|
| | | | — | | | | | | (1,448,910) | | |
Gain on conversion of working capital loan
|
| | | | — | | | | | | 243,440 | | |
Interest income from investments held in Trust Account
|
| | | | 4,955 | | | | | | 36,719 | | |
Total other income (expenses)
|
| | | | 2,823,125 | | | | | | 289,039 | | |
Net income (loss)
|
| | | $ | 2,246,037 | | | | | $ | (1,221,863) | | |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
| | | | 34,500,000 | | | | | | 29,571,429 | | |
Basic and diluted net income (loss) per share, Class A ordinary share
|
| | | $ | 0.05 | | | | | $ | (0.03) | | |
Weighted average shares outstanding of Class B ordinary shares, basic
|
| | | | 8,625,000 | | | | | | 8,464,286 | | |
Basic net income (loss) per share, Class B ordinary share
|
| | | $ | 0.05 | | | | | $ | (0.03) | | |
Weighted average shares outstanding of Class B ordinary shares, diluted
|
| | | | 8,625,000 | | | | | | 8,625,000 | | |
Diluted net income (loss) per share, Class B ordinary share
|
| | | $ | 0.05 | | | | | $ | (0.03) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2020
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (7,830) | | | | | $ | 17,170 | | |
Excess cash received over the fair value of the private placement warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,196,000 | | | | | | — | | | | | | 2,196,000 | | |
Accretion of Class A ordinary shares subject to possible redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,220,137) | | | | | | (24,849,171) | | | | | | (27,069,308) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 774,361 | | | | | | 774,361 | | |
Balance – March 31, 2021 (unaudited)
|
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | — | | | | | | (24,082,640) | | | | | | (24,081,777) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,242,261) | | | | | | (4,242,261) | | |
Balance – June 30, 2021 (unaudited)
|
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | — | | | | | | (28,324,901) | | | | | | (28,324,038) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,246,037 | | | | | | 2,246,037 | | |
Balance – September 30, 2021 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | — | | | | | $ | (26,078,864) | | | | | $ | (26,078,001) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,221,863) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
General and administrative expenses paid by related party under promissory note
|
| | | | 5,704 | | |
|
Change in fair value of derivative liabilities
|
| | | | (471,730) | | |
|
Offering costs associated with derivative warrant liabilities
|
| | | | 462,850 | | |
|
Gain on conversion of working capital loan
|
| | | | (243,440) | | |
|
Interest income from investments held in Trust Account
|
| | | | (36,719) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | (1,140,934) | | |
|
Accounts payable
|
| | | | 79,701 | | |
|
Accrued expenses
|
| | | | 45,163 | | |
|
Net cash used in operating activities
|
| | | | (2,521,268) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Cash deposited in Trust Account
|
| | | | (345,000,000) | | |
|
Net cash used in investing activities
|
| | | | (345,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds received note payable from related party
|
| | | | 1,500,000 | | |
|
Repayment of note payable to related party
|
| | | | (173,255) | | |
|
Proceeds received from initial public offering
|
| | | | 345,000,000 | | |
|
Proceeds received from private placement
|
| | | | 9,150,000 | | |
|
Offering costs paid
|
| | | | (7,375,733) | | |
|
Net cash provided by financing activities
|
| | | | 348,101,012 | | |
|
Net change in cash
|
| | | | 579,744 | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – end of the period
|
| | | $ | 579,744 | | |
| Supplemental disclosure of non-cash financing activities: | | | | | | | |
|
Offering costs paid by related party under promissory note
|
| | | $ | 125,246 | | |
|
Accounts payable paid by related party under promissory note
|
| | | $ | 42,306 | | |
|
Deferred underwriting commissions
|
| | | $ | 12,075,000 | | |
|
Conversion of working capital loan to derivative warrant liabilities at fair value
|
| | | $ | 1,256,560 | | |
| | |
For the Three Months Ended
September 30, 2021 |
| |
For the Nine Months Ended
September 30, 2021 |
| ||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||
Basic net income (loss) per ordinary share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator:
|
| | | $ | 1,796,830 | | | | | $ | 449,207 | | | | | $ | (949,955) | | | | | $ | (271,908) | | |
Allocation of net income (loss)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic weighted average ordinary shares outstanding
|
| | | | 34,500,000 | | | | | | 8,625,000 | | | | | | 29,571,429 | | | | | | 8,464,286 | | |
Basic net income (loss) per ordinary share
|
| | | $ | 0.05 | | | | | $ | 0.05 | | | | | $ | (0.03) | | | | | $ | (0.03) | | |
| | |
For the Three Months Ended
September 30, 2021 |
| |
For the Nine Months Ended
September 30, 2021 |
| ||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||
Diluted net income (loss) per ordinary share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss)
|
| | | $ | 1,796,830 | | | | | $ | 449,207 | | | | | $ | (945,958) | | | | | $ | (275,905) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted weighted average ordinary shares outstanding
|
| | | | 34,500,000 | | | | | | 8,625,000 | | | | | | 29,571,429 | | | | | | 8,625,000 | | |
Diluted net income (loss) per ordinary share
|
| | | $ | 0.05 | | | | | $ | 0.05 | | | | | $ | (0.03) | | | | | $ | (0.03) | | |
|
Gross proceeds received from Initial Public Offering
|
| | | $ | 345,000,000 | | |
| Less: | | | | | | | |
|
Fair value of Public Warrants at issuance
|
| | | | (7,728,000) | | |
|
Offering costs allocated to Class A ordinary shares
|
| | | | (19,341,308) | | |
| Plus: | | | | | | | |
|
Accretion on Class A ordinary shares to redemption value
|
| | | | 27,069,308 | | |
|
Class A ordinary shares subject to possible redemption
|
| | | $ | 345,000,000 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account – U.S. Treasury securities
|
| | | $ | 345,036,719 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public warrants
|
| | | $ | 7,250,400 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private placement warrants
|
| | | | — | | | | | | 6,391,540 | | | | | | — | | |
Derivative warrant liabilities – Working capital loan warrants
|
| | | | 1,050,000 | | | | | | — | | | | | | | | |
Forward purchase agreement
|
| | | | — | | | | | | 774,890 | | | | | | — | | |
Total
|
| | | $ | 7,250,400 | | | | | $ | 8,216,430 | | | | | $ | — | | |
|
Derivative liabilities at January 1, 2021
|
| | | $ | — | | |
|
Issuance of Public Warrants
|
| | | | 7,728,000 | | |
|
Issuance of Private Placement Warrants
|
| | | | 6,954,000 | | |
|
Forward Purchase Agreement
|
| | | | 1,448,910 | | |
|
Working Capital Loan Warrants
|
| | | | 1,256,560 | | |
|
Transfer of Public Warrants to Level 1
|
| | | | (6,555,000) | | |
|
Transfer of Private Placement Warrants to Level 2
|
| | | | (5,856,000) | | |
|
Transfer of Working Capital Loan Warrants to Level 2
|
| | | | (960,000) | | |
|
Change in fair value of derivative liabilities
|
| | | | (2,647,800) | | |
|
Derivative liabilities at March 31, 2021
|
| | | | 1,368,670 | | |
|
Transfer of Forward Purchase Agreement to Level 2
|
| | | | (1,368,670) | | |
|
Derivative liabilities at June 30, 2021
|
| | | | — | | |
|
Derivative liabilities at September 30, 2021
|
| | | $ | — | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
| ||||||
Assets
|
| | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 7,866 | | | | | $ | 26,538 | | |
Accounts receivable, net of allowance for doubtful
accounts of $3,684 and $1,583, respectively |
| | | | 47,580 | | | | | | 39,818 | | |
Prepaid expenses and other current assets
|
| | | | 3,250 | | | | | | 1,335 | | |
Total current assets
|
| | | | 58,696 | | | | | | 67,691 | | |
Restricted cash
|
| | | | 3,548 | | | | | | — | | |
Property and equipment, net
|
| | | | 6,070 | | | | | | 3,925 | | |
Other assets
|
| | | | 1,898 | | | | | | 4 | | |
Total assets
|
| | | $ | 70,212 | | | | | $ | 71,620 | | |
Liabilities, preferred stock and stockholders’ deficit
|
| | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 35,120 | | | | | $ | 20,999 | | |
Loan payable
|
| | | | 16,996 | | | | | | — | | |
Accrued expenses and other current liabilities
|
| | | | 6,204 | | | | | | 3,884 | | |
Total current liabilities
|
| | | | 58,320 | | | | | | 24,883 | | |
Long-term liabilities:
|
| | | | | | | | | | | | |
Other liabilities
|
| | | | 3,390 | | | | | | 4,401 | | |
Loan payable
|
| | | | — | | | | | | 9,590 | | |
Total liabilities
|
| | | | 61,710 | | | | | | 38,874 | | |
Commitment and Contingencies (Note 5)
|
| | | | | | | | | | | | |
Preferred stock, $0.001 par value, 61,565,839
shares authorized; 60,956,596 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively |
| | | | 158,250 | | | | | | 158,250 | | |
Stockholders’ deficit:
|
| | | | | | | | | | | | |
Common stock, $0.001 par value, 95,000,000 shares
authorized; 9,621,207 and 9,364,229 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively |
| | | | 10 | | | | | | 9 | | |
Treasury stock, at cost
|
| | | | (431) | | | | | | (431) | | |
Additional paid-in capital
|
| | | | 13,541 | | | | | | 9,613 | | |
Accumulated deficit
|
| | | | (162,868) | | | | | | (134,695) | | |
Total stockholders’ deficit
|
| | | | (149,748) | | | | | | (125,504) | | |
Total liabilities, preferred stock and stockholders’ deficit
|
| | | $ | 70,212 | | | | | $ | 71,620 | | |
| | |
Three Months Ended September 30,
|
| |
Nine Months Ended September 30,
|
| ||||||||||||||||||
|
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||
Revenue
|
| | | $ | 81,433 | | | | | $ | 46,187 | | | | | $ | 208,125 | | | | | $ | 120,533 | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation (excludes internal-
use software amortization of $444 and $98 for the three months ended September 30, 2021 and 2020, respectively; and $1,054 and $162 for the nine months ended September 30, 2021 and 2020, respectively. |
| | | | 77,128 | | | | | | 44,603 | | | | | | 195,242 | | | | | | 116,039 | | |
Processing costs
|
| | | | 3,646 | | | | | | 2,638 | | | | | | 9,064 | | | | | | 8,282 | | |
Sales and marketing
|
| | | | 2,129 | | | | | | 1,631 | | | | | | 5,684 | | | | | | 5,787 | | |
Technology
|
| | | | 3,259 | | | | | | 1,871 | | | | | | 7,931 | | | | | | 6,244 | | |
General and administrative
|
| | | | 5,419 | | | | | | 3,445 | | | | | | 16,650 | | | | | | 10,962 | | |
Total costs and expenses
|
| | | | 91,581 | | | | | | 54,188 | | | | | | 234,571 | | | | | | 147,314 | | |
Loss from operations
|
| | | | (10,148) | | | | | | (8,001) | | | | | | (26,446) | | | | | | (26,781) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | — | | | | | | 6 | | | | | | 16 | | | | | | 108 | | |
Interest expense
|
| | | | (314) | | | | | | (408) | | | | | | (1,751) | | | | | | (1,124) | | |
Other income
|
| | | | 129 | | | | | | — | | | | | | 46 | | | | | | — | | |
Total other income (expense)
|
| | | | (185) | | | | | | (402) | | | | | | (1,689) | | | | | | (1,016) | | |
Loss before income taxes
|
| | | | (10,333) | | | | | | (8,403) | | | | | | (28,135) | | | | | | (27,797) | | |
Income tax expense
|
| | | | — | | | | | | 9 | | | | | | 38 | | | | | | 17 | | |
Net loss
|
| | | $ | (10,333) | | | | | $ | (8,412) | | | | | $ | (28,173) | | | | | $ | (27,814) | | |
Net loss per common share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (1.08) | | | | | $ | (0.90) | | | | | $ | (2.95) | | | | | $ | (2.99) | | |
Weighted average shares used to compute net loss per common share- basic and diluted
|
| | | | 9,603,760 | | | | | | 9,329,666 | | | | | | 9,543,567 | | | | | | 9,291,507 | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Treasury
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Stockholders’
Deficit |
| ||||||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||
Balance, December 31,
2019 |
| | | | 58,102,146 | | | | | $ | 128,458 | | | | | | | 9,230,021 | | | | | $ | 9 | | | | | | 5,312,890 | | | | | $ | (431) | | | | | $ | 5,079 | | | | | $ | (100,803) | | | | | $ | (96,146) | | |
Issuance of preferred E shares, net
|
| | | | 2,854,450 | | | | | | 29,792 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercised options
|
| | | | — | | | | | | — | | | | | | | 35,445 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22 | | | | | | — | | | | | | 22 | | |
Share-based
compensation |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,136 | | | | | | — | | | | | | 1,136 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,001) | | | | | | (11,001) | | |
Balance, March 31, 2020
|
| | | | 60,956,596 | | | | | | 158,250 | | | | | | | 9,265,466 | | | | | | 9 | | | | | | 5,312,890 | | | | | | (431) | | | | | | 6,237 | | | | | | (111,804) | | | | | | (105,989) | | |
Exercised options
|
| | | | — | | | | | | — | | | | | | | 55,420 | | | | | | — | | | | | | — | | | | | | — | | | | | | 58 | | | | | | — | | | | | | 58 | | |
Share-based
compensation |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,065 | | | | | | — | | | | | | 1,065 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,401) | | | | | | (8,401) | | |
Balance, June 30, 2020
|
| | | | 60,956,596 | | | | | | 158,250 | | | | | | | 9,320,886 | | | | | | 9 | | | | | | 5,312,890 | | | | | | (431) | | | | | | 7,360 | | | | | | (120,205) | | | | | | (113,267) | | |
Exercised options
|
| | | | — | | | | | | — | | | | | | | 13,271 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12 | | | | | | — | | | | | | 12 | | |
Share-based
compensation |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,023 | | | | | | — | | | | | | 1,023 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,412) | | | | | | (8,412) | | |
Balance, September 30, 2020
|
| | | | 60,956,596 | | | | | $ | 158,250 | | | | | | | 9,334,157 | | | | | $ | 9 | | | | | | 5,312,890 | | | | | $ | (431) | | | | | $ | 8,395 | | | | | $ | (128,617) | | | | | $ | (120,644) | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Treasury
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance, December 31,
2020 |
| | | | 60,956,596 | | | | | $ | 158,250 | | | | | | | 9,364,229 | | | | | $ | 9 | | | | | | 5,312,890 | | | | | $ | (431) | | | | | $ | 9,613 | | | | | $ | (134,695) | | | | | $ | (125,504) | | |
Exercised options .
|
| | | | — | | | | | | — | | | | | | | 170,050 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 536 | | | | | | — | | | | | | 537 | | |
Share-based
compensation . |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 957 | | | | | | — | | | | | | 957 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,441) | | | | | | (6,441) | | |
Balance, March 31, 2021
|
| | | | 60,956,596 | | | | | | 158,250 | | | | | | | 9,534,279 | | | | | | 10 | | | | | | 5,312,890 | | | | | | (431) | | | | | | 11,106 | | | | | | (141,136) | | | | | | (130,451) | | |
Exercised options .
|
| | | | — | | | | | | — | | | | | | | 15,429 | | | | | | — | | | | | | — | | | | | | — | | | | | | 34 | | | | | | — | | | | | | 34 | | |
Share-based
compensation |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 966 | | | | | | — | | | | | | 966 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,399) | | | | | | (11,399) | | |
Balance, June 30, 2021
|
| | | | 60,956,596 | | | | | $ | 158,250 | | | | | | | 9,549,708 | | | | | | 10 | | | | | | 5,312,890 | | | | | | (431) | | | | | | 12,106 | | | | | | (152,535) | | | | | | (140,850) | | |
Exercised options
|
| | | | — | | | | | | — | | | | | | | 71,499 | | | | | | — | | | | | | — | | | | | | — | | | | | | 185 | | | | | | — | | | | | | 185 | | |
Share-based
compensation |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,250 | | | | | | — | | | | | | 1,250 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,333) | | | | | | (10,333) | | |
Balance, September 30, 2021
|
| | | | 60,956,596 | | | | | $ | 158,250 | | | | | | | 9,621,207 | | | | | $ | 10 | | | | | | 5,312,890 | | | | | $ | (431) | | | | | $ | 13,541 | | | | | $ | (162,868) | | | | | $ | (149,748) | | |
| | |
Nine Months Ended September 30,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (28,173) | | | | | $ | (27,814) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 1,405 | | | | | | 488 | | |
Share-based compensation
|
| | | | 3,173 | | | | | | 3,224 | | |
Non-cash interest expense
|
| | | | 597 | | | | | | 309 | | |
Fair value of warrant liability
|
| | | | (46) | | | | | | (152) | | |
Provision for doubtful accounts
|
| | | | 2,101 | | | | | | 483 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (9,863) | | | | | | (5,821) | | |
Accounts payable
|
| | | | 14,121 | | | | | | 4,244 | | |
Accrued liabilities
|
| | | | 2,205 | | | | | | (479) | | |
Other assets
|
| | | | (1,934) | | | | | | 764 | | |
Other liabilities
|
| | | | (2) | | | | | | 562 | | |
Deferred rent
|
| | | | (849) | | | | | | 1,589 | | |
Net cash used in operating activities:
|
| | | | (17,265) | | | | | | (22,603) | | |
Investing activities: | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (131) | | | | | | (132) | | |
Capitalization of internal-use software
|
| | | | (3,419) | | | | | | (2,116) | | |
Net cash used in investing activities
|
| | | | (3,550) | | | | | | (2,248) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from loan
|
| | | | 124,190 | | | | | | — | | |
Repayments of loan
|
| | | | (117,194) | | | | | | — | | |
Issuance cost related to loan
|
| | | | (2,061) | | | | | | — | | |
Issuance of Series E preferred stock, net of issuance costs
|
| | | | — | | | | | | 29,792 | | |
Proceeds from the exercise of stock options
|
| | | | 756 | | | | | | 92 | | |
Net cash provided by financing activities
|
| | | | 5,691 | | | | | | 29,884 | | |
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
| | | | (15,124) | | | | | | 5,033 | | |
Cash and cash equivalents at beginning of year
|
| | | | 26,538 | | | | | | 31,561 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 11,414 | | | | | $ | 36,594 | | |
Reconciliation to amounts on balance sheets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 7,866 | | | | | $ | 36,594 | | |
Restricted cash
|
| | | | 3,548 | | | | | | — | | |
Total cash, cash equivalents and restricted cash
|
| | | $ | 11,414 | | | | | $ | 36,594 | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 763 | | | | | $ | 856 | | |
Cash paid for taxes
|
| | | $ | 43 | | | | | $ | 18 | | |
Supplemental disclosure of noncash financing
|
| | | $ | — | | | | | $ | 738 | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
| ||||||
Accrued payroll expenses
|
| | | $ | 2,673 | | | | | $ | 2,209 | | |
Deferred rent
|
| | | | 1,285 | | | | | | 1,170 | | |
Other
|
| | | | 2,246 | | | | | | 505 | | |
Accrued expenses and other current liabilities
|
| | | $ | 6,204 | | | | | $ | 3,884 | | |
| | |
September 30, 2021
|
| |||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||
Warrant liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 583 | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||
Warrant liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 629 | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
|
Expected term (years)
|
| |
4.75
|
| |
5.5
|
|
Volatility
|
| |
45%
|
| |
45%
|
|
Risk-free interest rate
|
| |
1.32%
|
| |
0.65%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
| | |
September 30, 2021
|
| |
December 31, 2020
|
|
Series D preferred stock per share fair value
|
| |
$10.78
|
| |
$11.01
|
|
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Beginning balance
|
| | | $ | 712 | | | | | $ | 597 | | | | | $ | 629 | | | | | $ | 738 | | |
Change in fair value
|
| | | | (129) | | | | | | (11) | | | | | | (46) | | | | | | (152) | | |
Balance at September 30,
|
| | | $ | 583 | | | | | $ | 586 | | | | | $ | 583 | | | | | $ | 586 | | |
| | |
September 30, 2021
|
| |||||||||||||||||||||||||||
Class of Stock
|
| |
Authorized
Shares |
| |
Outstanding
Shares |
| |
Carrying
Amount |
| |
Conversion
Price |
| |
Liquidation
Preference |
| |||||||||||||||
Common Stock
|
| | | | 95,000,000 | | | | | | 9,621,207 | | | | | $ | 10 | | | | | | N/A | | | | | | N/A | | |
| | |
September 30, 2021
|
| |||||||||||||||||||||||||||
Class of Stock
|
| |
Authorized
Shares |
| |
Outstanding
Shares |
| |
Carrying
Amount |
| |
Conversion
Price |
| |
Liquidation
Preference |
| |||||||||||||||
Seed Preferred Stock
|
| | | | 5,802,005 | | | | | | 5,802,005 | | | | | $ | 2,036 | | | | | $ | 0.36 | | | | | $ | 2,097 | | |
Series A Preferred Stock
|
| | | | 16,494,312 | | | | | | 16,494,312 | | | | | $ | 12,385 | | | | | $ | 0.77 | | | | | $ | 12,674 | | |
Series B Preferred Stock
|
| | | | 19,800,602 | | | | | | 19,800,602 | | | | | $ | 23,357 | | | | | $ | 1.18 | | | | | $ | 23,357 | | |
Series C Preferred Stock
|
| | | | 10,952,845 | | | | | | 10,952,845 | | | | | $ | 37,853 | | | | | $ | 3.47 | | | | | $ | 38,012 | | |
Series D Preferred Stock
|
| | | | 5,185,884 | | | | | | 5,052,382 | | | | | $ | 52,827 | | | | | $ | 10.49 | | | | | $ | 52,983 | | |
Series E Preferred Stock
|
| | | | 3,330,191 | | | | | | 2,854,450 | | | | | $ | 29,792 | | | | | $ | 10.51 | | | | | $ | 30,000 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||||||||
Class of Stock
|
| |
Authorized
Shares |
| |
Outstanding
Shares |
| |
Carrying
Amount |
| |
Conversion
Price |
| |
Liquidation
Preference |
| |||||||||||||||
Common Stock
|
| | | | 95,000,000 | | | | | | 9,364,229 | | | | | $ | 9 | | | | | | N/A | | | | | | N/A | | |
Seed Preferred Stock
|
| | | | 5,802,005 | | | | | | 5,802,005 | | | | | $ | 2,036 | | | | | $ | 0.36 | | | | | $ | 2,097 | | |
Series A Preferred Stock
|
| | | | 16,494,312 | | | | | | 16,494,312 | | | | | $ | 12,385 | | | | | $ | 0.77 | | | | | $ | 12,674 | | |
Series B Preferred Stock
|
| | | | 19,800,602 | | | | | | 19,800,602 | | | | | $ | 23,357 | | | | | $ | 1.18 | | | | | $ | 23,357 | | |
Series C Preferred Stock
|
| | | | 10,952,845 | | | | | | 10,952,845 | | | | | $ | 37,853 | | | | | $ | 3.47 | | | | | $ | 38,012 | | |
Series D Preferred Stock
|
| | | | 5,185,884 | | | | | | 5,052,382 | | | | | $ | 52,827 | | | | | $ | 10.49 | | | | | $ | 52,983 | | |
Series E Preferred Stock
|
| | | | 3,330,191 | | | | | | 2,854,450 | | | | | $ | 29,792 | | | | | $ | 10.51 | | | | | $ | 30,000 | | |
| | |
Number of
options |
| |
Weighted-
Average Exercise Price |
| |
Intrinsic
Value |
| |
Weighted-
Average Remaining Life |
| ||||||||||||
Outstanding, January 1, 2021
|
| | | | 14,842,785 | | | | | $ | 2.11 | | | | | $ | 25,184 | | | | | | 7.3 | | |
Granted
|
| | | | 1,845,248 | | | | | $ | 4.94 | | | | | | 6,913 | | | | | | 9.4 | | |
Exercised
|
| | | | (256,978) | | | | | $ | 2.97 | | | | | | 1,559 | | | | | | | | |
Expired
|
| | | | (91,628) | | | | | $ | 3.16 | | | | | | 530 | | | | | | | | |
Forfeited
|
| | | | (224,963) | | | | | $ | 3.36 | | | | | | 1,244 | | | | | | | | |
Outstanding September 30, 2021
|
| | | | 16,114,464 | | | | | $ | 2.39 | | | | | $ | 106,420 | | | | | | 6.9 | | |
| | |
September 30, 2021
|
|
Expected term (in years)
|
| |
6.05
|
|
Volatility
|
| |
42%
|
|
Risk-free interest rate
|
| |
0.82%
|
|
Dividend yield
|
| |
0%
|
|
Fair value of common stock
|
| |
$2.07 - $7.27
|
|
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
General and administrative
|
| | | $ | 1,018 | | | | | $ | 704 | | | | | $ | 2,627 | | | | | $ | 2,257 | | |
Processing costs
|
| | | | 31 | | | | | | 30 | | | | | | 81 | | | | | | 119 | | |
Sales and marketing
|
| | | | 37 | | | | | | 187 | | | | | | 104 | | | | | | 549 | | |
Technology
|
| | | | 133 | | | | | | 74 | | | | | | 228 | | | | | | 256 | | |
| | | | $ | 1,219 | | | | | $ | 995 | | | | | $ | 3,040 | | | | | $ | 3,181 | | |
| | |
Number of RSUs
|
| |
Weighted-Average
Grant Date Fair Value Per Share |
| ||||||
Outstanding, January 1, 2021
|
| | | | 1,057,978 | | | | | $ | 3.77 | | |
RSUs granted during the year
|
| | | | 696,219 | | | | | $ | 5.45 | | |
RSUs canceled during the year
|
| | | | (49,864) | | | | | $ | 4.73 | | |
Outstanding September 30, 2021
|
| | | | 1,704,333 | | | | | $ | 4.60 | | |
| | |
2020
|
| |
2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 26,538 | | | | | $ | 31,561 | | |
Accounts receivable, net of allowance for doubtful
accounts of $1,583 and $531, respectively |
| | | | 39,818 | | | | | | 24,901 | | |
Prepaid expenses and other current assets
|
| | | | 1,335 | | | | | | 1,667 | | |
Total current assets
|
| | | | 67,691 | | | | | | 58,129 | | |
Property and equipment, net
|
| | | | 3,925 | | | | | | 1,682 | | |
Other assets
|
| | | | 4 | | | | | | 6 | | |
Total assets
|
| | | $ | 71,620 | | | | | $ | 59,817 | | |
Liabilities, preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 20,999 | | | | | $ | 13,360 | | |
Accrued expenses and other current liabilities
|
| | | | 3,884 | | | | | | 1,697 | | |
Total current liabilities
|
| | | | 24,883 | | | | | | 15,057 | | |
Long term liabilities: | | | | | | | | | | | | | |
Other liabilities
|
| | | | 4,401 | | | | | | 3,270 | | |
Loan payable, net
|
| | | | 9,590 | | | | | | 9,178 | | |
Total liabilities
|
| | | | 38,874 | | | | | | 27,505 | | |
Commitment and contingencies (Note 7) | | | | | | | | | | | | | |
Preferred stock, $0.001 par value, 61,565,839
shares authorized; 60,956,596 and 58,102,146 shares issued and outstanding at December 31, 2020 and 2019, respectively |
| | | | 158,250 | | | | | | 128,458 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.001 par value, 95,000,000 shares
authorized as of December 31, 2020; 9,364,229 and 9,230,021 shares issued and outstanding at December 31, 2020 and 2019, respectively |
| | | | 9 | | | | | | 9 | | |
Treasury stock, at cost
|
| | | | (431) | | | | | | (431) | | |
Additional paid-in capital
|
| | | | 9,613 | | | | | | 5,079 | | |
Accumulated deficit
|
| | | | (134,695) | | | | | | (100,803) | | |
Total stockholders’ deficit
|
| | | | (125,504) | | | | | | (96,146) | | |
Total liabilities, preferred stock, and stockholders’ deficit
|
| | | $ | 71,620 | | | | | $ | 59,817 | | |
| | |
2020
|
| |
2019
|
| ||||||
Revenue
|
| | | $ | 184,174 | | | | | $ | 130,165 | | |
Costs and Expenses: | | | | | | | | | | | | | |
Purchased transportation (excludes internal-use software amortization of $345 and $0 for 2020 and 2019, respectively)
|
| | | | 173,853 | | | | | | 125,098 | | |
Processing costs
|
| | | | 11,440 | | | | | | 10,523 | | |
Sales and marketing
|
| | | | 7,557 | | | | | | 6,348 | | |
Technology
|
| | | | 8,577 | | | | | | 9,767 | | |
General and administrative
|
| | | | 15,148 | | | | | | 17,155 | | |
Total costs and expenses
|
| | | | 216,575 | | | | | | 168,891 | | |
Loss from Operations
|
| | | | (32,401) | | | | | | (38,726) | | |
Other income (expense): | | | | | | | | | | | | | |
Interest income
|
| | | | 122 | | | | | | 860 | | |
Interest expense
|
| | | | (1,589) | | | | | | (317) | | |
Total other income (expense)
|
| | | | (1,467) | | | | | | 543 | | |
Loss before income taxes
|
| | | | (33,868) | | | | | | (38,183) | | |
Income tax expense
|
| | | | 24 | | | | | | 20 | | |
Net loss
|
| | | $ | (33,892) | | | | | $ | (38,203) | | |
Net loss per common share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (3.64) | | | | | $ | (4.14) | | |
Weighted average shares used to compute net loss per common share- basic and
diluted |
| | | | 9,303,866 | | | | | | 9,234,543 | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Treasury
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||
Balance, December 31,
2018 |
| | | | 57,561,570 | | | | | $ | 122,820 | | | | | | | 9,213,510 | | | | | $ | 9 | | | | | | 5,312,890 | | | | | $ | (431) | | | | | $ | 1,606 | | | | | $ | (62,600) | | | | | $ | (61,416) | | |
Issuance of preferred D shares, net
|
| | | | 540,576 | | | | | | 5,638 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercised options
|
| | | | — | | | | | | — | | | | | | | 164,314 | | | | | | — | | | | | | — | | | | | | — | | | | | | 113 | | | | | | — | | | | | | 113 | | |
Repurchase of exercised options
|
| | | | — | | | | | | — | | | | | | | (67,703) | | | | | | — | | | | | | — | | | | | | — | | | | | | (94) | | | | | | — | | | | | | (94) | | |
Repurchase of Founder’s
shares |
| | | | — | | | | | | — | | | | | | | (80,100) | | | | | | — | | | | | | — | | | | | | — | | | | | | (301) | | | | | | — | | | | | | (301) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,755 | | | | | | — | | | | | | 3,755 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (38,203) | | | | | | (38,203) | | |
Balance, December 31,
2019 |
| | | | 58,102,146 | | | | | | 128,458 | | | | | | | 9,230,021 | | | | | | 9 | | | | | | 5,312,890 | | | | | | (431) | | | | | | 5,079 | | | | | | (100,803) | | | | | | (96,146) | | |
Issuance of preferred E shares, net
|
| | | | 2,854,450 | | | | | | 29,792 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercised options
|
| | | | — | | | | | | — | | | | | | | 134,208 | | | | | | — | | | | | | — | | | | | | — | | | | | | 145 | | | | | | — | | | | | | 145 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,389 | | | | | | — | | | | | | 4,389 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (33,892) | | | | | | (33,892) | | |
Balance, December 31,
2020 |
| | | | 60,956,596 | | | | | $ | 158,250 | | | | | | | 9,364,229 | | | | | $ | 9 | | | | | | 5,312,890 | | | | | $ | (431) | | | | | $ | 9,613 | | | | | $ | (134,695) | | | | | $ | (125,504) | | |
| | |
2020
|
| |
2019
|
| ||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (33,892) | | | | | $ | (38,203) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 789 | | | | | | 333 | | |
Share-based compensation
|
| | | | 4,328 | | | | | | 3,755 | | |
Noncash interest expense
|
| | | | 412 | | | | | | 116 | | |
Fair value of warrant liability
|
| | | | (109) | | | | | | — | | |
Provision for doubtful accounts
|
| | | | 1,053 | | | | | | 381 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivables
|
| | | | (15,970) | | | | | | (11,161) | | |
Accounts payables
|
| | | | 7,639 | | | | | | 6,726 | | |
Accrued liabilities
|
| | | | 3,231 | | | | | | 921 | | |
Other assets
|
| | | | 334 | | | | | | (900) | | |
Other liabilities
|
| | | | 413 | | | | | | — | | |
Deferred rent
|
| | | | (217) | | | | | | 2,643 | | |
Net cash used in operating activities
|
| | | | (31,989) | | | | | | (35,389) | | |
Investing activities: | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (214) | | | | | | (1,579) | | |
Capitalization of internal-use software
|
| | | | (2,757) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (2,971) | | | | | | (1,579) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from loan
|
| | | | — | | | | | | 10,000 | | |
Issuance cost related to loan
|
| | | | — | | | | | | (200) | | |
Issuance of Series D preferred stock, net of issuance costs
|
| | | | — | | | | | | 5,639 | | |
Issuance of Series E preferred stock, net of issuance costs
|
| | | | 29,792 | | | | | | — | | |
Proceeds from the exercise of stock options
|
| | | | 145 | | | | | | 113 | | |
Repurchase of common stock
|
| | | | — | | | | | | (396) | | |
Net cash provided by financing activities
|
| | | | 29,937 | | | | | | 15,156 | | |
Net decrease in cash and cash equivalents
|
| | | | (5,023) | | | | | | (21,812) | | |
Cash and cash equivalents at beginning of year
|
| | | | 31,561 | | | | | | 53,373 | | |
Cash and cash equivalents at end of year
|
| | | $ | 26,538 | | | | | $ | 31,561 | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | |
Cash paid for Interest
|
| | | $ | 1,176 | | | | | $ | 268 | | |
Cash paid for Taxes
|
| | | $ | 24 | | | | | $ | 20 | | |
Supplemental disclosure of noncash financing activity: Issuance of preferred stock warrant
|
| | | $ | — | | | | | $ | 738 | | |
| | |
Estimated useful life
|
| |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| |||||||||||
Computer hardware
|
| |
5 years
|
| | | $ | 821 | | | | | $ | 780 | | |
Furniture and fixtures
|
| |
5 years
|
| | | | 389 | | | | | | 352 | | |
Internal-Use Software
|
| |
3 years
|
| | | | 2,818 | | | | | | — | | |
Leasehold improvements
|
| |
Shorter of the useful life of the asset
or the lease term |
| | | | 1,458 | | | | | | 1,322 | | |
Property and equipment
|
| | | | | | | 5,486 | | | | | | 2,454 | | |
Less: Accumulated depreciation and amortization
|
| | | | | | | (1,561) | | | | | | (772) | | |
Property and equipment, net
|
| | | | | | $ | 3,925 | | | | | $ | 1,682 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Accrued payroll expenses
|
| | | $ | 2,209 | | | | | $ | 1,299 | | |
Deferred rent
|
| | | | 1,170 | | | | | | 126 | | |
Other
|
| | | | 505 | | | | | | 272 | | |
Accrued Expenses and Other Current Liabilities
|
| | | $ | 3,884 | | | | | $ | 1,697 | | |
| | |
December 31, 2020
|
| |||||||||||||||
|
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||||
Warrant liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 629 | | |
| | |
December 31, 2019
|
| |||||||||||||||
|
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||||
Warrant liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 738 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
Issuance in 2019
|
|
Expected term (years)
|
| |
5.5
|
| |
6.3 − 6.9
|
| |
7
|
|
Volatility
|
| |
45%
|
| |
50%
|
| |
50%
|
|
Risk-free interest rate
|
| |
0.65%
|
| |
1.75%
|
| |
2.01%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
| |
0%
|
|
Series D preferred stock per share fair value
|
| |
$11.01
|
| |
$10.49
|
| |
$10.49
|
|
|
Issuance in 2019
|
| | | $ | 738 | | |
|
Change in fair value
|
| | | | — | | |
|
Balance at December 31, 2019
|
| | | | 738 | | |
|
Change in fair value
|
| | | | (109) | | |
|
Balance at December 31, 2020
|
| | | $ | 629 | | |
Years ending
|
| |
Operating Lease
Payments |
| |||
2021
|
| | | $ | 4,368 | | |
2022
|
| | | | 4,483 | | |
2023
|
| | | | 4,253 | | |
2024
|
| | | | 4,138 | | |
2025
|
| | | | 345 | | |
| | | | $ | 17,587 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||||||||
Class of Stock
|
| |
Authorized
Shares |
| |
Outstanding
Shares |
| |
Carrying
Amount |
| |
Conversion Price
|
| |
Liquidation Preference
|
| |||||||||||||||
Common Stock
|
| | | | 95,000,000 | | | | | | 9,364,229 | | | | | $ | 9 | | | | | | N/A | | | | | | N/A | | |
Seed Preferred Stock
|
| | | | 5,802,005 | | | | | | 5,802,005 | | | | | $ | 2,036 | | | | | $ | 0.36 | | | | | $ | 2,097 | | |
Series A Preferred Stock
|
| | | | 16,494,312 | | | | | | 16,494,312 | | | | | $ | 12,385 | | | | | $ | 0.77 | | | | | $ | 12,674 | | |
Series B Preferred Stock
|
| | | | 19,800,602 | | | | | | 19,800,602 | | | | | $ | 23,357 | | | | | $ | 1.18 | | | | | $ | 23,357 | | |
Series C Preferred Stock
|
| | | | 10,952,845 | | | | | | 10,952,845 | | | | | $ | 37,853 | | | | | $ | 3.47 | | | | | $ | 38,012 | | |
Series D Preferred Stock
|
| | | | 5,185,884 | | | | | | 5,052,382 | | | | | $ | 52,827 | | | | | $ | 10.49 | | | | | $ | 52,983 | | |
Series E Preferred Stock
|
| | | | 3,330,191 | | | | | | 2,854,450 | | | | | $ | 29,792 | | | | | $ | 10.51 | | | | | $ | 30,000 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||
Class of Stock
|
| |
Authorized
Shares |
| |
Outstanding
Shares |
| |
Carrying
Amount |
| |
Conversion Price
|
| |
Liquidation Preference
|
| |||||||||||||||
Common Stock
|
| | | | 86,000,000 | | | | | | 9,230,021 | | | | | $ | 9 | | | | | | N/A | | | | | | N/A | | |
Seed Preferred Stock
|
| | | | 5,802,005 | | | | | | 5,802,005 | | | | | $ | 2,036 | | | | | $ | 0.36 | | | | | $ | 2,097 | | |
A Preferred Stock
|
| | | | 16,494,312 | | | | | | 16,494,312 | | | | | $ | 12,385 | | | | | $ | 0.77 | | | | | $ | 12,674 | | |
B Preferred Stock
|
| | | | 19,800,602 | | | | | | 19,800,602 | | | | | $ | 23,357 | | | | | $ | 1.18 | | | | | $ | 23,357 | | |
C Preferred Stock
|
| | | | 10,952,845 | | | | | | 10,952,845 | | | | | $ | 37,853 | | | | | $ | 3.47 | | | | | $ | 38,012 | | |
D Preferred Stock
|
| | | | 5,185,884 | | | | | | 5,052,382 | | | | | $ | 52,827 | | | | | $ | 10.49 | | | | | $ | 52,983 | | |
| | |
Number of
options |
| |
Weighted-
Average Exercise Price |
| |
Intrinsic
Value |
| |
Weighted-
Average Remaining Life |
| ||||||||||||
Outstanding, January 1, 2019
|
| | | | 7,400,159 | | | | | $ | 0.52 | | | | | $ | 18,970 | | | | | | 8.3 | | |
Granted
|
| | | | 6,975,812 | | | | | $ | 3.08 | | | | | | 4,730 | | | | | | 9.03 | | |
Exercised
|
| | | | (164,314) | | | | | $ | 0.78 | | | | | | 489 | | | | | | | | |
Expired
|
| | | | (163,714) | | | | | $ | 0.38 | | | | | | 548 | | | | | | | | |
Forfeited
|
| | | | (292,391) | | | | | $ | 1.88 | | | | | | 553 | | | | | | | | |
Outstanding, December 31, 2019
|
| | | | 13,755,552 | | | | | $ | 1.78 | | | | | | 27,229 | | | | | | 8.32 | | |
Granted
|
| | | | 3,800,668 | | | | | $ | 3.80 | | | | | | — | | | | | | 8.02 | | |
Exercised
|
| | | | (129,312) | | | | | $ | 1.06 | | | | | | 354 | | | | | | | | |
Expired
|
| | | | (282,711) | | | | | $ | 2.28 | | | | | | 429 | | | | | | | | |
Forfeited
|
| | | | (2,301,412) | | | | | $ | 3.01 | | | | | | | | | | | | | | |
| | |
Number of
options |
| |
Weighted-
Average Exercise Price |
| |
Intrinsic
Value |
| |
Weighted-
Average Remaining Life |
| ||||||||||||
Outstanding, December 31, 2020
|
| | | | 14,842,785 | | | | | $ | 2.11 | | | | | | 25,184 | | | | | | 7.32 | | |
Options vested, December 31, 2020
|
| | | | 7,656,316 | | | | | $ | 1.26 | | | | | | 19,481 | | | | | | 6.35 | | |
Options exercisable, December 31, 2020
|
| | | | 10,400,118 | | | | | $ | 1.74 | | | | | | 21,456 | | | | | | 6.81 | | |
|
| | |
2020
|
| |
2019
|
|
Expected term (in years)
|
| |
6.15
|
| |
6.19
|
|
Volatility
|
| |
39%
|
| |
50%
|
|
Risk-free interest rate
|
| |
1.11%
|
| |
2.42%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
Fair value of common stock
|
| |
$3.80
|
| |
$3.76
|
|
| | |
2020
|
| |
2019
|
| ||||||
General and administrative
|
| | | $ | 3,068 | | | | | $ | 3,675 | | |
Processing costs
|
| | | | 171 | | | | | | 154 | | |
Sales and marketing
|
| | | | 742 | | | | | | 592 | | |
Technology
|
| | | | 347 | | | | | | 488 | | |
| | | | $ | 4,328 | | | | | $ | 4,909 | | |
| | |
Number of RSUs
|
| |
Weighted-
Average Grant Date Fair Value Per Share |
| ||||||
Outstanding, January 1, 2020
|
| | | | 836,826 | | | | | $ | 3.76 | | |
RSUs granted during the year
|
| | | | 228,059 | | | | | | 3.80 | | |
RSUs canceled during the year
|
| | | | (6,907) | | | | | | 3.80 | | |
Outstanding, December 31, 2020
|
| | | | 1,057,978 | | | | | $ | 3.77 | | |
| | |
Year Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Deferred Tax Assets: | | | | | | | | | | | | | |
Net Operating Losses
|
| | | $ | 28,137 | | | | | $ | 21,324 | | |
Deferred Rent
|
| | | | 1,149 | | | | | | 680 | | |
Stock Comp
|
| | | | 1,012 | | | | | | 644 | | |
Other accruals
|
| | | | 1,279 | | | | | | 496 | | |
Total Deferred Tax Assets
|
| | | | 31,577 | | | | | | 23,144 | | |
Valuation Allowance
|
| | | | (30,707) | | | | | | (22,754) | | |
Total Net Deferred Tax Assets
|
| | | $ | 870 | | | | | $ | 390 | | |
Deferred Tax Liabilities: | | | | | | | | | | | | | |
Fixed Assets
|
| | | $ | (870) | | | | | $ | (249) | | |
Cash to Accrual Adjustment
|
| | | | — | | | | | | (137) | | |
Other
|
| | | | — | | | | | | (4) | | |
Total Net Deferred Tax Liabilities
|
| | | $ | (870) | | | | | $ | (390) | | |
Net Deferred Tax Assets/(Liabilities)
|
| | | $ | — | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||
|
2020
|
| |
2019
|
| ||
Federal statutory rate
|
| |
21.0%
|
| |
21.0%
|
|
Effect of: | | | | | | | |
Change in valuation allowance
|
| |
(18.6)%
|
| |
(19.6)%
|
|
Non-deductible expenses
|
| |
(2.5)%
|
| |
(1.5)%
|
|
Income tax provision effective rate
|
| |
(0.1)%
|
| |
(0.1)%
|
|
| | |
Page
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| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | |
Defined Term
|
| |
Location of Definition
|
|
2021 Balance Sheet | | | §4.07(a) | |
Acquisition Closing | | | §2.03(b) | |
Acquisition Merger | | | Recitals | |
Acquisition Merger Effective Time | | | §2.03(a) | |
Action | | | §4.09 | |
Agreement | | | Preamble | |
Alternative Transaction | | | §7.01(a) | |
Antitrust Laws | | | §7.12(a) | |
Assumed SPAC Warrant | | | §3.01(a)(iii) | |
Assumed Warrant | | | §3.01(d) | |
Audited Annual Financial Statements | | | §4.07(a) | |
Blue Sky Laws | | | §4.05(b) | |
Certificates | | | §3.02(b) | |
Change in Recommendation | | | §7.04(b) | |
Claims | | | §6.03 | |
Closing Date | | | §2.03(b) | |
COBRA | | | §4.10(e) | |
Code | | | §3.02(i) | |
Company | | | Preamble | |
Company Board | | | Recitals | |
Company D&O Insurance | | | §7.07(c) | |
Company Disclosure Schedule | | | Article IV | |
Company Interested Party Transaction | | | §4.21(a) | |
Company Permit | | | §4.06 | |
Company Recommendation | | | Recitals | |
Company Record Date | | | §3.02(a)(ii) | |
Company Warrants | | | §4.03(b) | |
Confidentiality Agreement | | | §7.05(b) | |
Contracting Parties | | | §10.11 | |
Conversion | | | §3.01(b) | |
D&O Indemnitees | | | §7.07(a) | |
D&O Insurance | | | §7.07(c) | |
Data Security Requirements | | | §4.13(i) | |
Domestication Condition | | | §8.01(h) | |
Earnout Shares | | | §3.03(a) | |
Election | | | §3.02(a)(i) | |
Election Deadline | | | §3.02(a)(i) | |
Election Period | | | §3.02(a)(ii) | |
Environmental Permits | | | §4.15 | |
ERISA Affiliate | | | §4.10(c) | |
ESPP | | | §7.06 | |
Defined Term
|
| |
Location of Definition
|
|
Exchange Agent | | | §3.02(b) | |
Exchange Fund | | | §3.02(b) | |
Exchanged Option | | | §3.01(e) | |
Financial Statements | | | §4.07(b) | |
Form of Election | | | §3.02(a)(ii) | |
Forward Purchase Agreements | | | Recitals | |
Forward Purchase Investors | | | Recitals | |
GAAP | | | §4.07(a) | |
Governmental Authority | | | §4.05(b) | |
Health Plan | | | §4.10(j) | |
Holder | | | §3.02(a)(i) | |
Holdings | | | Recitals | |
Holdings Common Stock | | | §4.03(f) | |
Information Security Reviews | | | §4.14(l) | |
Initial Closing | | | §2.03(b) | |
Initial Merger | | | Recitals | |
Initial Merger Effective Time | | | §2.03(a) | |
IRS | | | §4.10(b) | |
Lease | | | §4.12(b) | |
Lease Documents | | | §4.12(b) | |
Letter of Transmittal | | | §3.02(c) | |
Material Contracts | | | §4.16(a) | |
Material Customers | | | §4.17 | |
Material Suppliers | | | §4.17 | |
Maximum Annual Premium | | | §7.07(c) | |
Merger Materials | | | §7.02(a) | |
Merger Sub | | | Recitals | |
Merger Sub Board | | | Recitals | |
Merger Sub Common Stock | | | §5.03(b) | |
Mergers | | | Recitals | |
NEA | | | Recitals | |
NEA Forward Purchase Agreement | | | Recitals | |
NEA Forward Purchase Units | | | Recitals | |
NEA Private Placement | | | Recitals | |
Nonparty Affiliates | | | §10.11 | |
Omnibus Incentive Plan | | | §7.06 | |
Outside Date | | | §9.01(b) | |
PCAOB Financial Statements | | | §7.18 | |
Plans | | | §4.10(a) | |
PPACA | | | §4.10(j) | |
Private Placements Units | | | Recitals | |
Proxy Statement | | | §7.02(a) | |
Registration Rights Agreement | | | Recitals | |
Defined Term
|
| |
Location of Definition
|
|
Registration Statement | | | §7.02(a) | |
Remedies Exceptions | | | §4.04 | |
Representatives | | | §7.05(a) | |
Required SPAC Proposals | | | §7.02(a) | |
Restricted Earnout Shares | | | §3.03(h) | |
SEC | | | §5.07(a) | |
Securities Act | | | §4.05(b) | |
Side Letter Agreements | | | §4.21(b) | |
SPAC | | | Preamble | |
SPAC Alternative Transaction | | | §7.01(d) | |
SPAC Board | | | Recitals | |
SPAC Delaware Bylaws | | | Recitals | |
SPAC Delaware Charter | | | Recitals | |
SPAC D&O Indemnitees | | | §7.07(a) | |
SPAC D&O Insurance | | | §7.07(d) | |
SPAC Disclosure Schedule | | | Article V | |
SPAC Intervening Event Notice | | | §7.04(b) | |
SPAC Intervening Event Notice Period | | | §7.04(b) | |
Sponsor Private Placement | | | Recitals | |
Sponsor Private Placement Units | | | Recitals | |
| CONTENTS | | | | | | | | |||
| 1. | | | | | | | B-8 | | | |
| | | | | | | | B-8 | | | |
| | | | | | | | B-10 | | | |
| | | | | | | | B-10 | | | |
| 2. | | | | | | | B-11 | | | |
| 3. | | | | | | | B-11 | | | |
| | | | | | | | B-11 | | | |
| | | | | | | | B-12 | | | |
| | | | | | | | B-12 | | | |
| | | | | | | | B-12 | | | |
| | | | | | | | B-12 | | | |
| | | | | | | | B-13 | | | |
| | | | | | | | B-13 | | | |
| | | | | | | | B-13 | | | |
| | | | | | | | B-13 | | | |
| 4. | | | | | | | B-14 | | | |
| 5. | | | | | | | B-14 | | | |
| | | | | | | | B-14 | | | |
| | | | | | | | B-14 | | | |
| 6. | | | | | | | B-15 | | | |
| | | | | | | | B-15 | | | |
| | | | | | | | B-15 | | | |
| | | | | | | | B-15 | | | |
| | | | | | | | B-15 | | | |
| | | | | | | | B-16 | | | |
| 7. | | | | | | | B-16 | | | |
| | | | | | | | B-16 | | | |
| | | | | | | | B-16 | | | |
| | | | | | | | B-16 | | | |
| | | | | | | | B-16 | | | |
| | | | | | | | B-16 | | | |
| | | | | | | | B-16 | | | |
| | | | | | | | B-17 | | | |
| | | | | | | | B-17 | | | |
| | | | | | | | B-17 | | | |
| | | | | | | | B-17 | | | |
| | | | | | | | B-17 | | |
| | | | | | | | B-18 | | | |
| | | | | | | | B-18 | | | |
| 8. | | | | | | | B-18 | | | |
| | | | | | | | B-18 | | | |
| | | | | | | | B-18 | | | |
| | | | | | | | B-18 | | | |
| | | | | | | | B-18 | | | |
| 9. | | | | | | | B-19 | | | |
| | | | | | | | B-19 | | | |
| | | | | | | | B-19 | | | |
| | | | | | | | B-19 | | | |
| | | | | | | | B-19 | | | |
| 10. | | | | | | | B-19 | | | |
| | | | | | | | B-19 | | | |
| | | | | | | | B-20 | | | |
| | | | | | | | B-20 | | | |
| 11. | | | | | | | B-20 | | | |
| | | | | | | | B-20 | | | |
| | | | | | | | B-21 | | | |
| | | | | | | | B-21 | | | |
| 12. | | | | | | | B-21 | | | |
| 13 | | | | | | | B-22 | | | |
| | | | | | | | B-22 | | | |
| | | | | | | | B-23 | | | |
| | | | | | | | B-23 | | | |
| | | | | | | | B-24 | | | |
| | | | | | | | B-24 | | | |
| | | | | | | | B-24 | | | |
| | | | | | | | B-24 | | | |
| | | | | | | | B-24 | | | |
| 14. | | | | | | | B-24 | | | |
| | | | | | | | B-24 | | | |
| | | | | | | | B-25 | | | |
| | | | | | | | B-25 | | | |
| | | | | | | | B-25 | | | |
| | | | | | | | B-25 | | | |
| | | | | | | | B-25 | | | |
| | | | | | | | B-26 | | | |
| | | | | | | | B-26 | | | |
| | | | | | | | B-26 | | | |
| | | | | | | | B-26 | | | |
| | | | | | | | B-26 | | | |
| | | | | | | | B-27 | | |
| 15. | | | | | | | B-27 | | | |
| | | | | | | | B-27 | | | |
| | | | | | | | B-27 | | | |
| | | | | | | | B-27 | | | |
| | | | | | | | B-28 | | | |
| | | | | | | | B-28 | | | |
| | | | | | | | B-28 | | | |
| | | | | | | | B-29 | | | |
| | | | | | | | B-29 | | | |
| 16. | | | | | | | B-29 | | | |
| 17. | | | | | | | B-29 | | | |
| | | | | | | | B-29 | | | |
| | | | | | | | B-29 | | | |
| | | | | | | | B-30 | | | |
| | | | | | | | B-30 | | | |
| | | | | | | | B-31 | | | |
| | | | | | | | B-31 | | | |
| 18. | | | | | | | B-31 | | | |
| | | | | | | | B-31 | | | |
| | | | | | | | B-32 | | | |
| | | | | | | | B-32 | | | |
| | | | | | | | B-32 | | | |
| | | | | | | | B-32 | | | |
| | | | | | | | B-33 | | | |
| 19. | | | | | | | B-33 | | | |
| | | | | | | | B-33 | | | |
| | | | | | | | B-33 | | | |
| | | | | | | | B-34 | | | |
| | | | | | | | B-34 | | | |
| 20. | | | | | | | B-34 | | | |
| | | | | | | | B-34 | | | |
| | | | | | | | B-35 | | | |
| | | | | | | | B-35 | | | |
| | | | | | | | B-35 | | | |
| 21. | | | | | | | B-35 | | | |
| | | | | | | | B-35 | | | |
| | | | | | | | B-35 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-36 | | | |
| | | | | | | | B-37 | | | |
| 22. | | | | | | | B-37 | | | |
| | | | | | | | B-37 | | | |
| | | | | | | | B-37 | | | |
| | | | | | | | B-37 | | | |
| 23. | | | | | | | B-38 | | | |
| 24. | | | | | | | B-38 | | | |
| | | | | | | | B-38 | | | |
| | | | | | | | B-38 | | | |
| | | | | | | | B-38 | | | |
| | | | | | | | B-39 | | | |
| 25. | | | | | | | B-39 | | | |
| 26. | | | | | | | B-39 | | | |
| 27. | | | | | | | B-40 | | | |
| | | | | | | | B-40 | | | |
| | | | | | | | B-40 | | | |
| | | | | | | | B-40 | | | |
| | | | | | | | B-40 | | | |
| | | | | | | | B-41 | | | |
| | | | | | | | B-41 | | | |
| | | | | | | | B-41 | | | |
| | | | | | | | B-41 | | | |
| 28. | | | | | | | B-42 | | | |
| | | | | | | | B-42 | | | |
| | | | | | | | B-42 | | | |
| 29. | | | | | | | B-42 | | | |
| | | | | | | | B-42 | | | |
| | | | | | | | B-42 | | | |
| 30. | | | | | | | B-42 | | | |
| | | | | | | | B-42 | | | |
| | | | | | | | B-42 | | | |
| | | | | | | | B-43 | | | |
| | | | | | | | B-43 | | | |
| | | | | | | | B-43 | | | |
| | | | | | | | B-43 | | | |
| 31. | | | | | | | B-43 | | | |
| | | | | | | | B-43 | | | |
| | | | | | | | B-44 | | | |
| | | | | | | | B-44 | | | |
| 32. | | | | | | | B-44 | | | |
| | | | | | | | B-44 | | | |
| | | | | | | | B-44 | | |
| | | | | | | | B-45 | | | |
| | | | | | | | B-45 | | | |
| | | | | | | | B-45 | | | |
| | | | | | | | B-45 | | | |
| | | | | | | | B-45 | | | |
| | | | | | | | B-45 | | | |
| | | | | | | | B-46 | | | |
| | | | | | | | B-46 | | | |
| 33. | | | | | | | B-46 | | | |
| | | | | | | | B-46 | | | |
| | | | | | | | B-46 | | | |
| | | | | | | | B-46 | | | |
| | | | | | | | B-47 | | | |
| | | | | | | | B-47 | | | |
| 34. | | | | | | | B-47 | | | |
| 35. | | | | | | | B-47 | | | |
| | | | | | | | B-47 | | | |
| | | | | | | | B-48 | | | |
| | | | | | | | B-48 | | | |
| 36. | | | | | | | B-48 | | | |
| | | | | | | | B-48 | | | |
| | | | | | | | B-48 | | | |
| 37. | | | | | | | B-48 | | | |
| 38. | | | | | | | B-48 | | | |
| 39. | | | | | | | B-51 | | | |
| 40. | | | | | | | B-51 | | |
Method for giving notices
|
| |
When taken to be given
|
|
Personally | | | At the time and date of delivery | |
By leaving it at the member’s registered address | | | At the time and date it was left | |
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient | | | 48 hours after it was posted | |
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient | | | 3 Clear Days after posting | |
By Electronic Record (other than publication on a website),to recipient’s Electronic address | | | Within 24 hours after it was sent | |
By publication on a website | | | See these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website | |
| Name: | | | Address: | |
| [•] | | | [•] | |
| | |
Page
|
| |||
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-1 | | | |
| | | | D-4 | | | |
| | | | D-6 | | | |
| | | | D-7 | | | |
| | | | D-7 | | | |
| | | | D-8 | | | |
| | | | D-8 | | | |
| | | | D-8 | | | |
| | | | D-9 | | | |
| | | | D-9 | | | |
| | | | D-9 | | | |
| | | | D-10 | | | |
| | | | D-10 | | | |
| | | | D-10 | | | |
| | | | D-10 | | | |
| | | | D-11 | | | |
| | | | D-11 | | | |
| | | | D-11 | | | |
| | | | D-11 | | | |
| | | | D-11 | | | |
| | | | D-11 | | | |
| | | | D-12 | | | |
| | | | D-12 | | | |
| | | | D-12 | | | |
| | | | D-12 | | | |
| | | | D-12 | | | |
| | | | D-12 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | |
| | |
Page
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| |||
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | |
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Page
|
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| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-4 | | | |
| | | | F-6 | | | |
| | | | F-8 | | | |
| | | | F-8 | | | |
| | | | F-8 | | | |
| | | | F-8 | | | |
| | | | F-9 | | | |
| | | | F-9 | | | |
| | | | F-9 | | | |
| | | | F-10 | | | |
| | | | F-10 | | | |
| | | | F-10 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-14 | | | |
| | | | F-14 | | |
| | |
Page
|
| |||
| | | | F-14 | | | |
| | | | F-14 | | | |
| | | | F-14 | | | |
| | | | F-14 | | | |
| | | | F-14 | | | |
| | | | F-15 | | | |
| | | | F-15 | | | |
| | | | F-15 | | | |
| | | | F-15 | | | |
| | | | F-15 | | | |
| | | | F-15 | | | |
| | | | F-16 | | | |
| | | | F-16 | | | |
| | | | F-16 | | | |
| | | | F-16 | | | |
| | | | F-16 | | | |
| | | | F-16 | | | |
| | | | F-16 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-19 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-20 | | | |
| | | | F-20 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-21 | | | |
| | | | F-21 | | | |
| | | | F-21 | | | |
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-22 | | | |
| | | | F-22 | | | |
| | | | F-22 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-23 | | |
Exhibit
Number |
| |
Description
|
|
23.2
|
| | | |
23.3
|
| | | |
23.4
|
| | Consent of WithumSmith+Brown, PC (with respect to financial statements of G Squared I Ascend Inc., as of December 31, 2020 and for the period from October 26, 2020 (inception) through December 31, 2020). | |
23.5
|
| | | |
23.6
|
| | | |
24.1**
|
| | | |
99.1*
|
| | Form of Proxy Card for Extraordinary General Meeting. | |
|
Signature
|
| |
Title
|
| |
Date
|
|
| | | | | ||||
|
/s/ Lily Shen
Lily Shen
|
| |
Director and Chief Executive Officer
(Principal Executive Officer) |
| |
January 18, 2022
|
|
|
*
Christian Lee
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
January 18, 2022
|
|
|
*
Andrew McElroy
|
| |
Director
|
| |
January 18, 2022
|
|
|
*
Jonathan Salama
|
| |
Director
|
| |
January 18, 2022
|
|
Exhibit 5.1
555 Eleventh Street, N.W., Suite 1000 | |
Washington, D.C. 20004-1304 | |
Tel: +1.202.637.2200 Fax: +1.202.637.2201 | |
www.lw.com |
FIRM / AFFILIATE OFFICES | ||
|
Austin | Milan |
Beijing | Moscow | |
Boston | Munich | |
Brussels | New York | |
Century City | Orange County | |
Chicago | Paris | |
Dubai | Riyadh | |
Düsseldorf | San Diego | |
Frankfurt | San Francisco | |
Hamburg | Seoul | |
Hong Kong | Shanghai | |
Houston | Silicon Valley | |
London | Singapore | |
Los Angeles | Tokyo | |
Madrid | Washington, D.C. |
January 18, 2022
Transfix Holdings, Inc.
498 7th Avenue
New York, New York 10018
Re: | Transfix Holdings, Inc.—Registration Statement on Form S-4 |
To the addressees set forth above:
We have acted as special counsel to Transfix Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of (i) up to 144,134,814 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) to be issued in connection with the business combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of September 20, 2021, by and among G Squared Ascend I Inc., a Cayman Islands exempted company (“G Squared”), Horizon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of G Squared, Transfix, Inc., a Delaware corporation (“Transfix”), and the Company (as amended, the “Business Combination Agreement”), (ii) 16,200,000 warrants to acquire shares of common stock (the “Warrants”), which warrants were originally issued by G Squared pursuant to that certain Warrant Agreement, dated as of February 4, 2021, between G Squared and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), and will automatically convert into warrants to purchase shares of common stock upon consummation of the Business Combination, and (iii) up to 16,200,000 shares of common stock issuable upon the exercise of the Warrants pursuant to the terms of the Warrant Agreement (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are included in a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2021 (Registration No. 333-260990) (as amended, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the proxy statement/prospectus contained therein, other than as expressly stated herein with respect to the issuance of the Shares, the Warrants and the Warrant Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”) and, with respect to the opinions set forth in numbered paragraph 2 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
January 18, 2022
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. When the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable G Squared and Transfix stockholders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Registration Statement and the Business Combination Agreement, the issuance of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.
2. When the Warrants shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Warrant holders, and have been issued by the Company in the manner contemplated by the Registration Statement, the Business Combination Agreement and the Warrant Agreement, the issuance of the Warrants will have been duly authorized by all necessary corporate action of the Company, and the Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Warrants and the Warrant Agreement.
3. When the Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Warrant holders, and have been issued by the Company upon exercise of the Warrants against payment therefor (not less than par value) in the manner contemplated by the Warrants and the Warrant Agreement, the issuance of the Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and the Warrant Shares will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinions, we have assumed that (i) at or prior to the time of the delivery of any Shares, Warrants or Warrant Shares, as applicable, the Registration Statement will have been declared effective under the Act and that the registration will apply to all of the Shares, Warrants and Warrant Shares, and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Shares, Warrants or Warrant Shares, as applicable, and (ii) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
January 18, 2022
Page 3
Our opinions set forth in numbered paragraph 2 are subject to:
(i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors;
(ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and
(iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.
We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection or priority of any lien or security interest, (f) advance waivers of claims, defenses, rights granted by law or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations, (j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, (m) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (n) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed (a) that the Business Combination Agreement, the Warrants and the Warrant Agreement have been or will be duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Business Combination Agreement, the Warrants and the Warrant Agreement constitute or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Business Combination Agreement, the Warrants and the Warrant Agreement as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
January 18, 2022
Page 4
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the proxy statement/prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Exhibit 8.1
|
Goodwin Procter LLP
The New York Times Building
goodwinlaw.com +1 212 813 8800 |
January 18, 2021
G Squared Ascend I Inc.
205 N. Michigan Avenue, Suite 3770
Chicago, IL 60601
Ladies and Gentlemen:
We are United States tax counsel to G Squared Ascend I Inc., a Cayman Islands exempted company (“SPAC”), in connection with the preparation of the registration statement on Form S-4 (as amended or supplemented as of January 18, 2022, and together with the Proxy Statement/Prospectus filed therewith, the “Registration Statement”) (Registration No. 333-260990), under the Securities Act of 1933, as amended (the “Securities Act”) by Holdings (as defined below).
The Registration Statement is being filed in connection with the transactions (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of September 20, 2021 (the “BCA”), by and among SPAC, Horizon Merger Sub Inc., a Delaware corporation and wholly owned direct Subsidiary of SPAC, Transfix, Inc., a Delaware corporation (the “Company”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct Subsidiary of the Company (“Holdings”). Capitalized terms not otherwise defined herein shall have the same meanings attributed to such terms in the Registration Statement. For purposes of this opinion, references to SPAC shall include Holdings for all times following the Domestication and Initial Merger.
You have requested our opinion concerning the discussions set forth in the sections entitled “Material U.S. Federal Income Tax Considerations—Effects of the Domestication on U.S. Holders,” “Material U.S. Federal Income Tax Considerations—Effects of the Initial Merger on U.S. Holders,” and “Material U.S. Federal Income Tax Considerations—Effects to U.S. Holders of Exercising Redemption Rights” in the Registration Statement as they relate to each of the Domestication, the Initial Merger and the exercise of redemption rights (the “Tax Disclosure”). In providing this opinion, we have assumed (without any independent investigation or review thereof) that:
a. All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof, and all parties to such documents had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the Business Combination;
January 18, 2021 Page 2 |
b. All factual representations, warranties and statements made or agreed to by the parties to the BCA, the Sponsor Letter Agreement, the Subscription Agreements, and the other agreements referred to therein or otherwise relating to the Business Combination (collectively, the “Agreements” and, together with the Registration Statement, the “Documents”), and in the representation letters provided to us by SPAC and Holdings are true, correct and complete as of the date hereof without regard to any qualification as to knowledge, belief, or otherwise;
c. The description of the Business Combination (and other statements set forth) in the Registration Statement is accurate, the Business Combination will be consummated in accordance with such description and with the BCA and the other Agreements, without any waiver or breach of any material provision thereof, and the Business Combination will be effective under applicable corporate law as described in the BCA and the other Agreements; and
d. The Documents represent the entire understanding of the parties with respect to the Business Combination, there are no other written or oral agreements regarding the Business Combination other than the Agreements and none of the material terms and conditions thereof have been or will be waived or modified.
This opinion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service, in each case, as they are in effect and exist at the date of this opinion. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. Any change that is made after the date hereof in any of the foregoing bases for our opinion, or any inaccuracy in the facts or assumptions on which we have relied in issuing our opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed as to any transactions other than the Domestication and the Initial Merger, or any matter other than those specifically covered by this opinion. In particular, this opinion is limited to the matters discussed in the Tax Disclosure, and does not address (i) the U.S. federal income tax treatment of any shareholder subject to special rules under the Code or the Treasury Regulations, as further described in the Tax Disclosure or (ii) the status of any entity under the “passive foreign investment company” rules of Sections 1291-1297 of the Code.
The U.S. federal income tax consequences of the transactions described in the Registration Statement are complex and are subject to varying interpretations. Our opinion is not binding on the U.S. Internal Revenue Service or any court, and there is no assurance or guarantee that either will agree with our conclusions. Indeed, the U.S. Internal Revenue Service may challenge one or more of the conclusions contained herein and the U.S. Internal Revenue Service may take a position that is inconsistent with the views expressed herein. There is no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached.
January 18, 2021 Page 3 |
Based upon and subject to the foregoing, we confirm that the statements set forth in the Registration Statement under the headings “The Business Combination – Material U.S. Federal Income Tax Considerations—Effects of the Domestication on U.S. Holders,” “The Business Combination – Material U.S. Federal Income Tax Considerations—Effects of the Initial Merger on U.S. Holders,” and “The Business Combination – Material U.S. Federal Income Tax Considerations—Effects to U.S. Holders of Exercising Redemption Rights” insofar as they address certain material U.S. federal income tax considerations for beneficial owners of SPAC securities in connection with the Domestication, the Initial Merger and the exercise of redemption rights and matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, and except to the extent stated otherwise therein, are our opinion, subject to the assumptions, qualifications and limitations stated herein and therein.
This opinion is furnished to you solely for use in connection with the Registration Statement. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Goodwin Procter LLP | |
Goodwin Procter LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 10, 2021, with respect to the balance sheet of Transfix Holdings, Inc. included in Amendment No. 2 to the Registration Statement (Form S-4) of Transfix Holdings, Inc. for the registration of shares of its common stock and warrants to purchase its common stock.
/s/ Ernst & Young, LLP |
New York, NY
January 18, 2022
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 10, 2021, with respect to the financial statements of Transfix, Inc. included in Amendment No. 2 to the Registration Statement (Form S-4) of Transfix Holdings, Inc. for the registration of shares of its common stock and warrants to purchase its common stock.
/s/ Ernst & Young, LLP |
New York, NY
January 18, 2022
Exhibit 23.3
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Transfix Holdings, Inc. on Form S-4 Amendment 2 File No. 333-260990 of our report dated October 25, 2021, with respect to our audits of the financial statements of Transfix, Inc. as of December 31, 2019 and for the year ended December 31, 2019, which report appears in the joint information statement/prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp |
Marcum llp
Melville, NY
January 18, 2022
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Amendment No. 2 to Form S-4 of our report dated February 8, 2021, relating to the financial statements of G Squared Ascend I Inc., which is contained in the Registration Statement. We also consent to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
January 18, 2022 |