UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 25, 2023
GESHER I ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40897 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Hagag Towers, North Tower, Floor 24
Haarba 28, Tel Aviv, Israel
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 993-1562
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note.
As previously disclosed in the Current Report on Form 8-K filed by Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (“Gesher”) with the Securities and Exchange Commission (the “SEC”) on June 6, 2022, Gesher entered into a Business Combination Agreement, dated as of May 31, 2022 (the “Business Combination Agreement”), with Freightos Limited, a Cayman Islands exempted company limited by shares (“Freightos”), Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos (“Merger Sub I”), and Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos (“Merger Sub II”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, (i) Merger Sub I merged with and into Gesher (the “First Merger”), with Gesher surviving the First Merger as a wholly owned subsidiary of Freightos, and (ii) Gesher merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Freightos (collectively, the “Business Combination”). On January 25, 2023 (the “Closing Date”), the parties to the Business Combination Agreement consummated the Business Combination (the “Closing”).
Pursuant to the Business Combination Agreement, immediately prior to the First Merger, Freightos effected its previously disclosed recapitalization of its outstanding equity securities (the “Recapitalization”) pursuant to which (i) each outstanding preferred share of Freightos, par value $0.00001 per share, was converted into ordinary shares of Freightos, par value $0.00001 per share (the “Freightos Ordinary Shares”), and (ii) immediately following such conversion (but prior to the effectiveness of the First Merger), each outstanding Freightos Ordinary Share was converted into such number of Freightos Ordinary Shares equal to the quotient obtained by dividing 39,000,000 by the sum of the (a) number of Freightos Ordinary Shares then issued and outstanding and (b) the number of Freightos Ordinary Shares issuable upon the exercise of options to purchase Freightos Ordinary Shares which either have vested prior to such time or that are to vest pursuant to their terms on or prior to September 30, 2022. Following the Recapitalization (but prior to the effectiveness of the First Merger), each Freightos Ordinary Share was valued at $10.00 per share based on a $390,000,000 valuation.
At the Closing, among other things, (i) each ordinary share of Gesher, par value $0.0001 per share (each, a “Gesher Ordinary Share”), issued and outstanding immediately prior to the First Merger (and after giving effect to the previously disclosed separation of the units of Gesher (“Gesher Units”) and any redemptions), was automatically converted into the right of the holder thereof to receive one Freightos Ordinary Share and (ii) each issued and outstanding warrant of Gesher (each, a “Gesher Warrant” and, together with the Gesher Ordinary Shares and the Gesher Units, the “Gesher Securities”) was assumed by Freightos and converted into a corresponding warrant exercisable for Freightos Ordinary Shares subject to the same terms and conditions applicable to the Gesher Warrants (each, a “Freightos Warrant”).
As previously disclosed, Gesher entered into a Forward Purchase Agreement, dated March 23, 2022 (the “Forward Purchase Agreement”), with M&G (ACS) Japan Equity Fund, as managed by M&G Investment Limited, and as subsequently assigned in part on October 3, 2022 to The Prudential Assurance Company Limited, an affiliate of M&G Investment Limited (collectively, the “Forward Purchaser”), a Backstop Subscription Agreement, dated April 14, 2022 (the “Backstop Agreement”), with Composite Analysis Group, Inc., and as subsequently assigned on January 21, 2023 to Joseph Lipsey, III (collectively, the “Backstop Investor”), and a PIPE Subscription Agreement, dated May 31, 2022, with Freightos and Alshaffafia Trading W.L.L (the “PIPE Investor” and together with the Forward Purchaser and the Backstop Investor, the “Investors”), pursuant to which the Investors agreed to provide additional committed capital in exchange for Gesher Ordinary Shares and Gesher Warrants, in the case of the Forward Purchaser and the Backstop Investor, and for Freightos Ordinary Shares, in the case of the PIPE Investor. Immediately prior to the consummation of the First Merger, Gesher’s rights and obligations pursuant to the Forward Purchase Agreement and the Backstop Agreement were assigned to Freightos. A total of $70 million was provided by the Investors in exchange for 7 million Freightos Ordinary Shares and 2.6 million Freightos Warrants.
The foregoing summary of the material terms of the Business Combination and related agreements are further described in Gesher’s definitive proxy statement/prospectus filed with the SEC on December 28, 2022 (the “Proxy Statement”). The foregoing description of the Business Combination Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Business Combination Agreement, which was filed as Exhibit 2.1 to Gesher’s Current Report on Form 8-K filed on June 6, 2022, and is incorporated by reference herein.
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Warrant Agreement Amendment
On the Closing Date, Gesher, Freightos and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Amendment to the Warrant Agreement (the “Amended Warrant Agreement”). The Amended Warrant Agreement amends that certain Warrant Agreement, dated as of October 12, 2021, by and between Continental and Gesher (the “Existing Warrant Agreement”) to provide for the assignment by Gesher and the assumption by Freightos of all the rights and obligations of Gesher under the Existing Warrant Agreement with respect to the Gesher Warrants. Pursuant to the Amended Warrant Agreement, each Gesher Warrant exercisable for Gesher Ordinary Shares under the Existing Warrant Agreement was converted into a corresponding Freightos Warrant exercisable for Freightos Ordinary Shares.
The foregoing description of the Amended Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Warrant Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Assignment and Assumption Agreement
Immediately prior to the consummation of the First Merger, Freightos and Gesher entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”) providing for the assignment and assumption by Freightos of Gesher’s rights and obligations pursuant to the Forward Purchase Agreement and the Backstop Agreement.
The foregoing description of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Assignment and Assumption Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated by reference herein.
First Amendment to the SPAC Registration Rights Agreement
On the Closing Date, Gesher, Freightos, and the investors party thereto entered into an amendment (the “Amendment to SPAC Registration Rights Agreement”) to the Registration Rights Agreement dated as of October 12, 2021 (the “SPAC Registration Rights Agreement”), pursuant to which Freightos assumed the obligations of Gesher under the SPAC Registration Rights Agreement, and to reflect, among other things, the issuance of Freightos Ordinary Shares in respect of Gesher Ordinary Shares and assumption by Freightos of the Gesher Warrants.
The foregoing description of the Amendment to SPAC Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment to SPAC Registration Rights Agreement, a copy of which was filed as Exhibit 10.6 to Gesher’s Current Report on Form 8-K filed on June 6, 2022, and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the consummation of the Business Combination, Gesher terminated its Investment Management Trust Agreement, dated as of October 12, 2021, by and between Continental and Gesher, pursuant to which Continental invested the proceeds of Gesher’s initial public offering in a trust account and the funds of such account were used to make payments to redeeming shareholders of Gesher, pay certain of Gesher’s expenses, and fund Gesher’s obligations to Freightos pursuant to the Business Combination Agreement.
Additionally, on the Closing Date in connection with the consummation of the Business Combination, the Administrative Services Agreement dated October 12, 2021, by and between Gesher and High House, which provide for certain administrative and support services for Gesher, was terminated.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, on the Closing Date, Gesher and Freightos notified the Nasdaq Stock Market LLC (“Nasdaq”) that the plan of merger relating to the Business Combination (the “Plan of Merger”) was properly filed with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in accordance with the relevant provisions of the Cayman Islands Companies Act (As Revised) and that Gesher’s outstanding securities had been exchanged for Freightos Ordinary Shares and Freightos Warrants, as described in Item 1.01 above. Gesher requested that Nasdaq delist the Gesher Securities prior to the opening of trading on January 26, 2023 and, as a result, Nasdaq halted trading of Gesher’s securities at market close on January 25, 2023 and filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting the Gesher’s Units, Gesher Ordinary Shares and Gesher Warrants from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Gesher intends to file a certification on Form 15 with the SEC to deregister the Gesher Securities and suspend Gesher’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business Combination, a change in control of Gesher occurred, whereby Gesher became a wholly owned subsidiary of Freightos.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of Gesher’s officers and directors ceased to hold their positions as a member of Gesher’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Gesher and the officers and directors on any matter relating to Gesher’s operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
In connection with consummation of the Business Combination, Gesher has ceased to exist from and after the Second Merger, at which time Merger Sub II survived the Second Merger as a wholly owned subsidiary of Freightos.
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 25, 2023, Gesher held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”), at which holders of 12,537,449 Gesher Ordinary Shares were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record as of the close of business on December 21, 2022, the record date for the Extraordinary General Meeting, were entitled to vote at the Extraordinary General Meeting. As of the record date, 14,575,000 Gesher Ordinary Shares were outstanding and entitled to vote at the Extraordinary General Meeting. The proposals listed below are described in more detail in the Proxy Statement. A summary of the final voting results at the Extraordinary General Meeting is set forth below:
Proposal 1 - The Business Combination Proposal
Gesher’s shareholders approved Proposal 1, which required the affirmative vote of at least a majority of the votes cast by the holders of the Gesher Ordinary Shares who, being present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting, voted at the Extraordinary General Meeting. Proposal 1 received the following votes:
| For | Against | Abstain | ||
| 11,819,340 | 718,099 | 10 |
Proposal 2 - The Merger Proposal
Gesher’s shareholders approved Proposal 2, which required the affirmative vote of at least two-thirds of the votes cast by the holders of the Gesher Ordinary Shares who, being present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting, voted at the Extraordinary General Meeting. Proposal 2 received the following votes:
| For | Against | Abstain | ||
| 11,819,339 | 718,100 | 10 |
Proposal 3 - The Charter Proposals
Gesher’s shareholders approved Proposal 3, which required the affirmative vote of at least two-thirds of the votes cast by the holders of the Gesher Ordinary Shares who, being present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting, voted at the Extraordinary General Meeting. Proposal 3 received the following votes:
| For | Against | Abstain | ||
| 11,819,340 | 718,099 | 10 |
As there were sufficient votes at the time of the Extraordinary General Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to the shareholders.
Shareholders holding an aggregate of 10,287,844 Gesher Ordinary Shares exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the proceeds from Gesher’s initial public offering, calculated as of one (1) business day prior to the date of the Extraordinary General Meeting, which was $10.26 per share, or $105,569,819.30 in the aggregate that was redeemed. The remaining amount in the trust account was used to fund certain expenses incurred by Gesher and Freightos in connection with the Business Combination, after payment of deferred underwriting commissions in connection with Gesher’s initial public offering, and will be used for general corporate purposes of Freightos following the Business Combination.
Following the consummation of the Business Combination, the Freightos Ordinary Shares and Freightos Warrants will begin trading on Nasdaq under the symbols “CRGO” and “CRGOW,” respectively.
Item 8.01 Other Items.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Amendment to Warrant Agreement dated as January 25, 2023 by and among Continental Stock Transfer & Trust Company, LLC, Freightos Limited and Gesher I Acquisition Corp. | |
| 10.2 | Assignment and Assumption Agreement dated as January 25, 2023 by and between Freightos Limited and Gesher I Acquisition Corp. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 25, 2023 | GESHER I ACQUISITION CORP | ||
| By: | /s/ Ezra Gardner | ||
| Name: | Ezra Gardner | ||
| Title: | Chief Executive Office | ||
Exhibit 10.1
AMENDMENT TO WARRANT AGREEMENT
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of January 25, 2023, by and among (i) Gesher I Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
RECITALS
WHEREAS, SPAC and the Warrant Agent are parties to that certain Warrant Agreement, dated as of October 12, 2021 (as amended, including without limitation by this Amendment, the “Warrant Agreement”), pursuant to which the Warrant Agent agreed to act as SPAC’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares underlying the units of SPAC issued in SPAC’s initial public offering (“IPO”) (the “Public Warrants”), (ii) warrants to purchase ordinary shares of SPAC acquired by Gesher I Sponsor LLC (the “Sponsor”) in private placements that were consummated on October 14, 2021 and October 20, 2021 (the “Sponsor Private Warrants”), (iii) warrants to purchase ordinary shares of SPAC acquired by EarlyBirdCapital, Inc. in private placements that were consummated on October 14, 2021 and October 20, 2021 (the “Representative Private Warrants”), (iv) warrants to purchase shares of ordinary shares of SPAC issuable to the Sponsor or an affiliate of the Sponsor or certain officers and directors of SPAC upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants”) and (v) all other warrants issued by SPAC after the IPO, in connection with or following the Business Combination (the “Post-IPO Warrants” and together with the Public Warrants, the Sponsor Private Warrants, the Representative Private Warrants and the Working Capital Warrants, the “Warrants”);
WHEREAS, on May 31, 2022, (i) the Company, (ii) Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub I”), (iii) Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub II”), and (iv) SPAC entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);
WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, (i) prior to, but contingent upon, the Closing, pursuant to a recapitalization (the “Recapitalization”) approved by the Company’s shareholders, (a) each outstanding Company preferred share shall automatically convert into ordinary shares of the Company (“Company Ordinary Shares”) and (b) immediately following such conversion (but prior to the First Effective Time), each then outstanding Company Ordinary Share shall be automatically converted into such number of Company Ordinary Shares as is determined pursuant to the terms of the Business Combination Agreement; and (ii) immediately following the consummation of the Recapitalization, Merger Sub I shall, at the First Effective Time, be merged with and into SPAC, and SPAC shall continue as the surviving entity and a wholly owned subsidiary of the Company, and, in connection therewith, (A) each ordinary share and each preference share of SPAC issued and outstanding immediately prior to the First Effective Time (after giving effect to any Redemptions) shall automatically be converted into the right of the holder thereof to receive the SPAC Shares Consideration, and (B) each SPAC Warrant shall be assumed by the Company and become a warrant that represents a right, from and after the Closing, to receive the same number of Company Ordinary Shares on the same terms as the SPAC Warrant being assumed, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;
WHEREAS, immediately following the Unit Separation, at the First Effective Time, each whole Warrant outstanding immediately prior to the First Effective Time shall cease to be a warrant with respect to SPAC Ordinary Shares and be assumed by the Company and converted into a warrant to purchase one Company Ordinary Share (subject to the terms and conditions of the Warrant Agreement as amended hereby);
WHEREAS, all references to “Ordinary Shares” in the Warrant Agreement (including all Exhibits thereto) shall mean Company Ordinary Shares (together with any other securities of the Company or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities);
WHEREAS, the board of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Warrant Agreement); and
WHEREAS, in connection with the First Merger, SPAC desires to assign all of its rights, interests and obligations in and under the Warrant Agreement to the Company, and the Company wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Warrant Agreement with the same force and effect as if the Company were initially a party to the Warrant Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Assignment and Assumption; Consent.
(a) Assignment and Assumption. SPAC hereby assigns to the Company all of SPAC’s rights, interests and obligations in and under the Warrant Agreement and the Warrants (each as amended hereby) as of the First Effective Time. The Company hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations under the Warrant Agreement and the Warrants (each as amended hereby) arising from and after the First Effective Time with the same force and effect as if the Company were initially a party to the Warrant Agreement.
(b) Consent. The Warrant Agent hereby consents to the assignment of the Warrant Agreement and the Warrants by SPAC to the Company and the assumption by the Company of SPAC’s obligations under the Warrant Agreement pursuant to Section 1 hereof effective as of the First Effective Time, the assumption of the Warrant Agreement and Warrants by the Company from SPAC pursuant to Section 1 hereof effective as of the First Effective Time, and to the continuation of the Warrant Agreement and Warrants in full force and effect from and after the First Effective Time, subject at all times to the Warrant Agreement and Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Warrant Agreement and this Agreement.
2. Amendments to Warrant Agreement. The parties hereto hereby agree to the following amendments to the Warrant Agreement:
(a) Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Warrant Agreement as if they were set forth therein.
(b) Preamble. The preamble of the Warrant Agreement is hereby amended by deleting “Gesher I Acquisition Corp., a Cayman Islands exempted company, with offices at Hagag Towers, North Tower, Floor 24, Haarba 28, Tel Aviv, Israel” and replacing it with “Freightos Limited, a Cayman Islands exempted company”. As a result thereof, all references to the “Company” in the Warrant Agreement shall be amended such that they refer to the Company rather than SPAC.
(c) Reference to Company Ordinary Shares. All references to “Ordinary Shares” in the Warrant Agreement (including all Exhibits thereto) shall mean Company Ordinary Shares.
(d) Notices. Section 9.2 of the Warrant Agreement is hereby amended to delete the address of the Company for notices under the Warrant Agreement and instead add the following address for notices to Company:
If to the Company to:
Freightos Limited
HaPo’el 1, Derech Agudat Sport HaPo’el
Jerusalem, Israel 9695102
Attention: Zvi Schreiber, Chief Executive Officer; Michael Oberlander, General Counsel
E-mail: ***;***
2
with a copy (which shall not constitute notice) to:
DLA Piper LLP (US)
1251 Avenue of the Americas
27th Floor
New York, NY 10020
Attention: Jon Venick; Stephen Alicanti
E-mail: ***;***
3. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
4. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced, construed and interpreted in a manner consistent with the provisions of the Warrant Agreement, as it applies to the amendments to the Warrant Agreement herein, including without limitation Section 9.3 of the Warrant Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, each party hereto has caused this Amendment to Warrant Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.
| SPAC: | |
| GESHER I ACQUISITION CORP. |
| By: | /s/ Ezra Gardner | |
| Name: Ezra Gardner | ||
| Title: Chief Executive Officer | ||
| The Company: | |
| FREIGHTOS LIMITED |
| By: | /s/ Zvi Schreiber | |
| Name: Zvi Schreiber | ||
| Title: Chief Executive Officer | ||
| Agent: | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
By: |
/s/ Steven Vacante |
|
| Name: Steven Vacante | ||
| Title: Vice President | ||
Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 25, 2023 (this “Agreement”) is made and entered into by and between Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Assignor”), and Freightos Limited, a Cayman Islands exempted company limited by shares (the “Assignee”).
WHEREAS, Assignor is party to: (i) that certain Forward Purchase Agreement, dated March 23, 2022 (as the same may be amended, amended and restated, supplemented or assigned from time to time, the “Forward Purchase Agreement”), by and between Assignor and M&G (ACS) Japan Equity Fund; and (ii); that certain Backstop Subscription Agreement, dated April 14, 2022 (the “Backstop Subscription Agreement”), by and between Assignor and Composite Analysis Group, Inc.; and
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of May 31, 2022 (as the same may be amended, amended and restated or supplemented from time to time, the “BCA”), by and among Assignor, Assignee, Freightos Merger Sub I, a Cayman Islands exempted company limited by shares, and Freightos Merger Sub II, a Cayman Islands exempted company limited by shares, Assignor desires to assign and transfer to Assignee all of Assignor’s rights and obligations under the Forward Purchase Agreement and the Backstop Subscription Agreement, and Assignee desires to receive and accept from Assignor, all of Assignor’s rights and obligations under, and to be bound by and subject to all of the terms and conditions of, as if the Assignee were the original “Company” or “SPAC,” as applicable, party thereto, the Forward Purchase Agreement and the Backstop Subscription Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth in the BCA.
2. Assignment and Assumption. Effective as of immediately prior to the First Effective Time, Assignor hereby assigns, sells, transfers, and conveys to Assignee, and Assignee hereby takes and accepts from Assignor, all of Assignor’s rights and obligations under, and agrees to be bound by and subject to all of the terms and conditions of, as if the Assignee were the original “Company” or “SPAC,” as applicable, party thereto, the Forward Purchase Agreement and the Backstop Subscription Agreement.
3. Terms of the Agreement. The parties hereby acknowledge and agree that this Agreement is entered into pursuant to, and shall be governed entirely by, the terms and conditions of the BCA, and is intended only to effect the assignment and assumption of the rights and obligations of Assignor set forth herein. None of the terms or conditions of the BCA, including without limitation, the representations and warranties of the parties therein or the rights, remedies, and obligations of the parties thereunder, shall be deemed superseded, enlarged, modified, waived, or altered in any way by this Agreement but shall remain in full force and effect to the full extent provided therein. The terms of the BCA are incorporated herein by this reference. In the event of any conflict or inconsistency between the terms of the BCA and the terms hereof, the terms of the BCA shall govern.
4. Further Assurances. The parties hereto agree to take all such further actions and execute, acknowledge, and deliver all such further documents that are necessary or useful in carrying out the purposes of this Agreement. Without limiting the foregoing, (a) Assignor agrees to execute, acknowledge, and deliver to Assignee all such other additional instruments, notices, and other documents and to do all such other and further acts and things as may be reasonably necessary to more effectively consummate the assignments and assumptions contemplated by this Agreement, and (b) Assignee agrees to execute, acknowledge, and deliver to Assignor all such other additional instruments, notices, and other documents and to do all such other and further acts and things as may be reasonably necessary to more effectively consummate the assignments and assumptions contemplated by this Agreement.
5. Expenses. Each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution, and performance of this Agreement.
6. Governing Law. This Agreement shall be governed by the law of the State of Delaware without giving effect to any conflict of laws provisions thereof.
7. Counterparts. This Agreement may be executed and delivered in separate counterparts with separate signature pages, all of which when taken together shall constitute one instrument. Delivery by electronic transmission (including electronically mailed pdf) of an executed original or the retransmission of any electronic transmission (including electronically mailed pdf) shall be deemed to be the same as delivery of an executed original.
8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the day and year first set forth above.
| ASSIGNOR: | |
| GESHER I ACQUISITION CORP. |
| By: | /s/ Ezra Gardner | |
| Name: Ezra Gardner | ||
| Title: Chief Executive Officer |
| ASSIGNEE: | |
| FREIGHTOS LIMITED |
| By: | /s/ Zvi Schreiber | |
| Name: Zvi Schreiber | ||
| Title: Chief Executive Officer |
Exhibit 99.1
Freightos, a Leading, Vendor-Neutral Booking and Payment Platform for International Freight, Lists on Nasdaq
● Raised more than $80 million to fund growth strategy, anticipated to be in excess of cash needed to reach positive cash flow
● Leader in digitizing global shipping - one of the largest but most traditional industries in the world
● Freightos facilitates smooth supply chains, following two years of rampant volatility
● To commence trading tomorrow on Nasdaq under “CRGO”
JERUSALEM, Jan. 25, 2023 /PRNewswire/ -- Freightos Limited, a leading global freight booking and payment platform ("Freightos" or the "Company") today announced the closing of its business combination with Gesher I Acquisition Corp. ("Gesher"), a special purpose acquisition company. The combined company will operate as Freightos Limited. Ordinary shares and warrants of Freightos will commence trading tomorrow on the Nasdaq under the ticker symbols "CRGO" and “CRGOW”, respectively.
Freightos connects key participants across the global freight ecosystem, including hundreds of airlines, ocean liners, and trucking companies, thousands of freight forwarders and over 10 thousand importers/exporters, through a transparent digital platform that allows real-time global freight rate comparison, booking, payment, and shipment management. During 2022, the Company facilitated nearly 700 thousand digital booking transactions, representing over $600 million in Gross Booking Value (“GBV”). This represents 54% growth in transactions compared to 2021.
The capital raised from the business combination will be invested in further scaling the business, to increase transaction growth and revenue and to further develop the technology stack, to drive additional value for customers, and improve margins.
Freightos was inspired by the successful digital revolutions in passenger travel, retail, financial services, and other industries, and is aiming to bring similar efficiency and transparency to the massive but largely offline international freight industry.
“Supply chains are fragile, and the last two years demonstrated how valuable Freightos is and can be,” said Zvi Schreiber, Chief Executive Officer and Chairman of the Board of Freightos. “The Company had an outstanding 2022, despite declining freight rates and volumes, demonstrating the power of digitalizing one of the last large offline industries. We are delighted to have constructive partnerships with an increasing number of carriers, freight forwarders and importers/exporters who are committed to digitalization."
"Going public through the combination with Gesher and raising capital is designed to fuel our aggressive efforts to scale our booking and payment platform and enhance our leadership position," said Schreiber. "This day represents new opportunities for the Freightos team around the world, whose diligence and dedication have made Freightos what it is today."
"Freightos’ platform has set new transaction records in every quarter since we announced our business combination, which demonstrates the Company’s immense potential and traction," added Ezra Gardner, Gesher's Chief Executive Officer, who is now joining the Freightos board of directors. "The Company is the only pure-play global freight platform with publicly-traded securities, enjoying positive unit economics, high gross margins, a strong growth trajectory, impressive customer retention, and a vast total addressable market. Freightos is focused on delivering strong shareholder returns; Zvi and his team have worked hard to grow the business, resulting in 2022 and Q4 transaction numbers that beat internal targets despite negative market trends.”
Freightos raised over $80 million in capital through the transaction, exceeding the previously announced committed capital. This includes $10 million from Qatar Airways, the world's largest air cargo carrier and $60 million from M&G Investments and The Prudential Assurance Company Limited. Existing shareholders in Freightos include SGX Group (the Singapore Exchange Limited), a subsidiary of FedEx Corporation, Qatar Airways, IAG Cargo, the cargo division of International Airlines Group (which includes British Airways and Iberia), LATAM Airlines Group, Bob Mylod (Chairman of Booking Holdings) and leading financial investors such as Aleph and MoreVC. Freightos management, along with its largest shareholders, have signed 2-year lockup agreements, subject to periodic releases and certain exceptions. We believe this demonstrates confidence in Freightos’ long-term value.
"Modernizing global freight is a large unmet need of the global economy. Freightos, with its superior marketplace technology, is winning rapid commercial adoption” stated Carl Vine, Portfolio Manager at M&G. "The recent growth trajectory suggests that the Company is well on its way to cementing its dominant position in this opportunity-rich area. We're confident that Freightos is on the path to realizing its immense potential."
An Outstanding 2022
2022 was a record year for Freightos’ platform across many metrics, showing strong growth even in Q4 when industry prices and volumes declined.
Freightos' GBV and transaction volume continue to grow at a triple-digit rate closing a record Q4 2022 with 211 thousand bookings, more than double the number of bookings in the same period a year earlier. Freightos sees its top priorities as growing transactions – which demonstrates the platform’s traction – and increasing GBV, which shows the platform’s scale. The Company remains focused on monetizing its growing bookings while continuing to grow the already healthy gross margins and maintaining industry-leading capital efficiency.
The Company made significant progress in 2022 across a number of dimensions, including improving supply, unlocking new demand channels, progress in monetization and more.
| ● | Increased Supply: Important new carriers were added to the platform including American Airlines, Air Canada Cargo, China Southern Airlines, Emirates SkyCargo, LATAM Cargo, and others. Real-time ocean and air booking was expanded across the Freightos ecosystem, enabling forwarders to offer real-time pricing and capacity to importers. |
| ● | Increased Demand: Ongoing user growth was augmented by the acquisition and integration of 7LFreight, a North American rate management platform, into the WebCargo ecosystem, followed by the launch of instant booking for Less-Than-Truckload (LTL). Pricing and booking was also extended to third-party software providers and networks. |
| ● | Increased Revenue: Freightos also launched the ability for forwarders to book and pay carriers using both wallet and credit capabilities. |
| ● | Freightos Data: The Company helped increase industry transparency via the expansion of Freightos Data’s suite of tools. In early 2022, the ability to trade futures of container pricing was made available on the Chicago Mercantile Exchange using the Freightos Baltic Index, the first ever futures product available for containerized global freight. The Freightos Air Index, launched in beta in late 2021, was also significantly improved. |
| ● | Sustainability. Freightos launched a European standard EN 16258-compliant Carbon Emissions calculator and began to offer carbon offsetting options for WebCargo and Freightos.com customers. |
Proven Leader in Global Freight Booking
Freightos has become a leading global freight booking and payment platform, modernizing an industry stymied by intermediation, offline communications, and inefficient pricing. Through its two core platforms - Freightos.com and WebCargo – Freightos facilitates the shift from manual pricing and spreadsheets to a seamlessly integrated digital platform enabling users to compare available shipping routes, view capacity on specific vessels or aircrafts, receive accurate, binding, and all-in prices, and book in real-time. The Company also provides carbon footprint estimates allowing importers and exporters to track and reduce their emissions.
The Freightos management team will remain in place with Dr. Zvi Schreiber continuing to serve as Chief Executive Officer, overseeing the Company's strategic growth and expansion efforts, and Mr. Ran Shalev remaining as Chief Financial Officer. The board of directors of the Company includes Dr. Udo Lange, the Chief Executive Officer of FedEx Logistics, Mr. Guillaume Halleux, the Chief Cargo Officer of Qatar Airways , Mr. Bob Mylod, Chairman of Booking Holdings, industry veteran Ms. Inna Kuznetsova, and other leading tech investors, as well as Mr. Ezra Gardner, the Chief Executive Officer of Gesher. The newly expanded board of directors of the Company has significant logistics experience, deep technology knowledge, public company and capital markets experience, and a diversity of viewpoints and skills to serve as good stewards of the Company. Strict internal controls are in place to prevent directors associated with logistics companies from having access to any confidential data of or relating to their competitors.
About Freightos Limited
Freightos (Nasdaq: CRGO) makes global trade frictionless with the leading international freight booking and payment platform. While international trade is at the core of the global economy, it is powered by a massive global freight market that remains largely offline, increasing costs and reducing supply chain reliability.
Freightos connects carriers, freight forwarders, and importers/exporters to make international shipping faster, more cost-effective and more reliable. Freightos spans a number of business units, including:
Freightos.com is believed to be the largest digital international freight marketplace, connecting logistics services providers and importers/exporters for instant pricing, booking, and shipment management. Over 10 thousand importers and exporters have sourced shipping services on Freightos.com.
WebCargo by Freightos is a leading global freight platform connecting carriers and forwarders. WebCargo enables simple and efficient freight pricing and booking between thousands of freight forwarders, including most of the top 20 global freight forwarders, and hundreds of airlines, ocean liners and trucking carriers. Airlines on the platform represent over half of global air cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales.
Freightos Data calculates the Freightos Baltic Index (FBX), a respected industry daily benchmark of container shipping prices, produces the Freightos Air Index (FAX), and provides other data products that improve supply chain decision making, planning, and pricing transparency.
Founded by serial entrepreneur Zvi Schreiber in 2012, Freightos is a widely recognized logistics technology (LogTech) leader with a worldwide presence and a broad customer network. More information is available at freightos.com/investors.
Advisors
Oppenheimer & Co. Inc. served as exclusive financial advisor to Freightos. DLA Piper LLP (US) served as legal advisor to Freightos. Bryan Cave Leighton Paisner served as legal advisor to Gesher.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Freightos' and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Freightos. These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of any legal proceedings that may be instituted against Freightos or others following the closing of the proposed business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; any downturn or volatility in economic conditions whether related to inflation, armed conflict or otherwise; the effects of COVID-19 or other pandemics or epidemics; changes in the competitive environment affecting Freightos or its users, including Freightos' inability to introduce new products or technologies; risks to Freightos' ability to protect its intellectual property and avoid infringement by others, or claims of infringement against Freightos; the possibility that Freightos may be adversely affected by other economic, business and/or competitive factors; risks related to the fact that Freightos is incorporated in the Cayman Islands and governed by the laws of the Cayman Islands; and those factors discussed in Freightos’ final prospectus dated December 28, 2022, under the heading "Risk Factors," and other documents of Freightos filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Freightos does not presently know or that Freightos currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Freightos' expectations, plans or forecasts of future events and views as of the date of this press release. Freightos anticipates that subsequent events and developments will cause Freightos' assessments to change. However, while Freightos may elect to update these forward-looking statements at some point in the future, Freightos specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Freightos' assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
Media:
Tali Aronsky
press@freightos.com
+972-55-666-4371
Investors:
ir@freightos.com