Freightos Ltd. exected letter of intent to acquire Gesher I Acquisition Corp. (NasdaqGM:GIAC) from a group of shareholders in a reverse merger transaction on December 31, 2021. Freightos Ltd. entered into a definitive merger agreement to acquire Gesher I Acquisition Corp. (NasdaqGM:GIAC) from from a group of shareholders in a reverse merger transaction on May 31, 2022. The implied pro forma equity value of the combined company is expected to be at least approximately $500 million, with a pro forma enterprise value of approximately $435 million. Freightos' existing shareholders and management are rolling 100% of their equity. The business combination will generate gross proceeds of at least $80 million (and up to $166 million depending on redemptions), which will be used to fund Freightos' growth plan. Existing Freightos shareholders are expected to own up to 78% of the combined company after funding. The combined entity will be known as Freightos and has obtained $80 million in capital commitments from Qatar Airways, M&G Investments and Composite Analysis Group, Inc. The transaction would result in Freightos being publicly listed on the NASDAQ under the ticker symbol "FROS". On September 13, 2022, Gesher I Acquisition Corp. and Freightos Limited announced the confidential submission to the U.S. Securities and Exchange Commission ("SEC") of a draft registration statement on Form F-4.

The Freightos management team will remain in place with Zvi Schreiber continuing to serve as Chief Executive Officer, overseeing Freightos?s strategic growth and expansion efforts, and Ran Shalev remaining as Chief Financial Officer. The board of directors of Freightos is expected to include Udo Lange, Guillaume Halleux, Bob Mylod, Inna Kuznetsova, and other leading tech investors, as well as Ezra Gardner, the Chief Executive Officer of Gesher. The transaction is subject to customary closing conditions, including approval of Gesher and Freightos shareholders; receipt of required regulatory approvals including required filing or application under Antitrust Laws; the absence of any law or governmental order prohibiting or making illegal the consummation of the transaction; Gesher having at least $5,000,001 of net tangible assets immediately prior to closing, or upon the consummation thereof; effectiveness of the Registration Statement; the approval for listing of Freightos Ordinary Shares, Freightos Warrants, and the Freightos Ordinary Shares underlying Freightos Warrants to be issued in connection with the Transaction on the Nasdaq, subject only to official notice of issuance thereof; completion of the Recapitalization in accordance with the terms of the agreement and Freightos? organizational documents including each preferred share of Freightos automatically converting into Freightos Ordinary share; Gesher shall have delivered written resignations, effective as of the closing Date and subject to the closing, from directors and officers; execution of lock-up agreement and Registration Rights agreement and Prior to the First Effective Time, the Company shall have consummated the Pre-Closing Restructuring. The transaction has been unanimously approved by the boards of directors of Gesher and Freightos. Simultaneously with the execution and delivery of the Business Combination Agreement, Gesher and Freightos entered into Support Agreements with certain shareholders of Freightos. The transaction is expected to close in the second half of 2022 or early 2023. Oppenheimer & Co. Inc. acted as the exclusive financial advisor to Freightos. Jon Venick and Stephen Alicanti of DLA Piper LLP (US) acted as the legal advisors to Freightos. Amy Wilson, Gretchen von Dwingelo, Ken Achenbach, Lucinda Althauser, Paul Barrs, Adam Braun, Frank Crisafi, Anthony George, Jason Haislmaier, Angela Hsu, Jennifer Kies Mammen, Tyler Mark, Becky Nelson, Eliot Robinson, Andrew Rodman and Jonathan Nesher of Bryan Cave Leighton Paisner acted as the legal advisors to Gesher. Houlihan Lokey acted as financial advisor to Gesher. Aaron Dixon of Alston & Bird LLP acted as counsel to Houlihan Lokey. Houlihan Lokey Capital, Inc. provided fairness opinion with a service fee $500,000 and financial advise to Gesher. Morrow & Co., LLC acted as proxy solicitor to Gesher and will receive fee of $27,500. Continental Stock Transfer & Trust Company acted as transfer agent to Gesher. Erdinast, Ben Nathan and Toledano & Co., Bedell Cristin acted as legal advisor and Hertz - Leshem Ltd acted as tax advisor to Gesher.

Freightos Ltd. completed the acquisition of Gesher I Acquisition Corp. (NasdaqGM:GIAC) from a group of shareholders in a reverse merger transaction on January 25, 2023. Gesher I Acquisition shareholders has approved the business combination proposal.