Item 1.01Entry 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 . . .

Item 1.02Termination 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 2.01Completion 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 3.01Notice 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 3.02Unregistered 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 3.03Material 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 5.01Changes 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 5.02Departure 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 5.03Amendments 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 9.01Financial 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).

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