GESR I Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Freightos operates a leading, vendor-neutral booking and payment platform for international freight. Through its marketplace for air, ocean and land freight transportation, Freightos connects carriers, freight forwarders and importers/exporters to provide instant pricing, booking, payment and shipment management services.
The Business Combination
Pursuant to the Business Combination Agreement, at the closing (the "Closing")
of the transactions contemplated thereunder (collectively, the "Transaction"),
among other things, (i) each ordinary share of Gesher, par value
Immediately prior to the First Merger, the Gesher Ordinary Shares and the Gesher Warrants comprising each issued and outstanding unit of Gesher ("Gesher Unit"), consisting of one Gesher Ordinary Share and one-half of one Gesher Warrant, will be automatically detached (the "Unit Separation") and the holder thereof will be deemed to hold one Gesher Ordinary Share and one-half of one Gesher Warrant. No fractional Gesher Warrants will be issued in connection with the Unit Separation such that if a holder of such Gesher Units would be entitled to receive a fractional Gesher Warrant upon such separation, the number of Gesher Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Gesher Warrants.
Immediately prior to the First Merger, Freightos and its shareholders will
engage in a recapitalization of its outstanding equity securities (the
"Recapitalization") so that the only outstanding equity securities of Freightos
will be Freightos Ordinary Shares and certain options to acquire Freightos
Ordinary Shares that will remain outstanding following the Transaction. To
effect the Recapitalization, (1) each preferred share of Freightos will
automatically convert into Freightos Ordinary Shares in accordance with the
Freightos organizational documents, and (2) immediately following such
conversion, the Freightos Ordinary Shares will automatically convert into such
number of Freightos Ordinary Shares equal to the quotient obtained by dividing
39,000,000 by the sum of (A) the number of Freightos Ordinary Shares then issued
and outstanding (including as a result of the aforementioned conversion of each
preferred share of Freightos) and (B) without duplication, the number of
Freightos Ordinary Shares issuable upon the exercise of all options to acquire
Freightos Ordinary Shares that either have vested prior to such time or are to
vest pursuant to their terms on or prior to
The Business Combination Agreement does not provide for any purchase price adjustments.
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The Transaction has been unanimously approved by the boards of directors of both Gesher and Freightos.
Representations and Warranties
The Business Combination Agreement contains representations and warranties of Freightos and its subsidiaries, including Merger Sub I and Merger Sub II, that are customary for transactions of this nature, including with respect to, among other things: (i) corporate organization; (ii) Freightos' subsidiaries; (iii) capitalization of Freightos and its subsidiaries; (iv) the authorization, performance and enforceability against Freightos of the Business Combination Agreement and the requisite shareholder approval; (v) absence of conflicts, and governmental consents and filings; (vi) compliance with laws, and the existence, effectiveness, and status of necessary licenses and permits; (vii) certain tax matters; (viii) financial statements and absence of changes; (ix) litigation; (x) absence of undisclosed liabilities; (xi) material contracts; (xii) title to and sufficiency of assets; (xiii) real property; (xiv) Freightos' intellectual property and data protection; (xv) labor relations and employee matters; (xvi) broker's fees; (xvii) environmental matters; (xviii) insurance; (xix) related party transactions; (xx) supplied information for the Registration Statement on Form F-4 pertaining to the Transaction (the "Registration Statement") and certain other filings; (xxi) foreign private issuer and emerging growth company status; and (xxii) certain matters related to the PIPE Financing (as defined below).
The Business Combination Agreement contains representations and warranties of Gesher that are customary for transactions of this nature, including with respect to, among other things: (i) corporate organization; (ii) capitalization and voting rights; (iii) Gesher's subsidiaries; (iv) the authorization, performance, and enforceability against Gesher of the Business Combination Agreement; (v) governmental approvals; (vi) absence of conflicts; (vii) tax matters; (viii) financial statements; (ix) absence of changes; (x) litigation; (xi) broker's fees; (xii) supplied information for the Registration Statement pertaining to the Transaction and certain other filings; (xiii) the trust account; (xiv) investment company and emerging growth company status; (xv) business activities; (xvi) Nasdaq quotation; (xvii) private placements; and (xviii) related party transactions.
The representations and warranties made in the Business Combination Agreement terminate as of, and will not survive, the Closing. There are no indemnification rights for another party's breach of any representations and warranties.
Covenants
The Business Combination Agreement contains certain customary covenants by each
of the parties during the period between the signing of the Business Combination
Agreement and the earlier of the Closing or the termination of the Business
Combination Agreement in accordance with its terms (the "Interim Period"),
including those relating to: (i) the provision of access to their officers,
directors, properties, offices, books and records and similar information by the
parties; (ii) the operation of their respective businesses in the ordinary
course of business; (iii) the provision of financial statements by Freightos to
Gesher; (iv) indemnification of directors and officers and the purchase of tail
directors' and officers' liability insurance; (v) notice of certain events;
(vi) financial statements; (vii) no trading; (viii) Freightos' efforts to call a
meeting of its shareholders to approve the Transaction and related actions;
(ix) approval and adoption of an equity plan of Freightos; (x) completion of a
reorganization of Freightos' subsidiaries; (xi) completion of the
Recapitalization; (xii) Freightos efforts to obtain approval for listing of the
Freightos Ordinary Shares and Freightos Warrants with the
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Freightos Ordinary Shares and Freightos Warrants to be offered and sold in connection with the Subscriptions between the date hereof and the Closing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.
Additional Information
Forward-Looking Statements
This Current Report on Form 8-K contains "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 Current Report, and on the
current expectations of Freightos' and Gesher's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Freightos and Gesher. These
forward-looking statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other circumstances that could
give rise to the termination of the proposed business combination; the outcome
of any legal proceedings that may be instituted against Freightos or Gesher, the
combined company or others following the announcement of the proposed business
combination; the inability to complete the proposed business combination due to
the failure to obtain approval of the shareholders of Freightos or Gesher or to
satisfy other conditions to Closing; changes to the proposed structure of the
proposed business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the proposed business combination; the ability to meet stock
exchange listing standards following the consummation of the proposed business
combination; the risk that the proposed business combination disrupts current
plans and operations of Freightos as a result of the announcement and
consummation of the proposed business combination; the ability to recognize the
anticipated benefits of the proposed business combination, which may be affected
by, among other things, competition and the ability of the combined company to
build and maintain relationships with carriers, freight forwarders and
importers/exporters and retain its management and key employees; costs related
to the proposed business combination; changes in applicable laws or regulations;
Freightos' estimates of expenses and underlying assumptions with respect to
shareholder redemptions and purchase price and other adjustments; any downturn
or volatility in economic conditions; the effects of COVID-19 or other pandemics
or epidemics; changes in the competitive environment affecting Freightos or its
users, including Freightos' inability to introduce new products or technologies;
risks to Freightos' ability to protect its intellectual property and avoid
infringement by others, or claims of infringement against Freightos; the
possibility that Freightos or Gesher may be adversely affected by other
economic, business and/or competitive factors; Freightos' estimates of its
financial performance; risks related to the fact that Freightos is incorporated
in the
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Important Information About the Proposed Transaction and Where to Find It
The proposed business combination will be submitted to shareholders of Gesher
for their consideration. Freightos intends to file a Registration Statement on
Form F-4 (the "Registration Statement") with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No Offer or Solicitation
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Gesher, Freightos and certain of their respective directors, executive officers
and other members of management and employees may, under
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 2.1* Business Combination Agreement, dated as ofMay 31, 2022 , by and amongGesher I Acquisition Corp. ,Freightos Limited , Freightos Merger Sub I and Freightos Merger Sub II 10.1 Forward Purchase Agreement, dated as ofMarch 23, 2022 , by and amongGesher I Acquisition Corp. andM&G (ACS) Japan Equity Fund 10.2 Backstop Subscription Agreement, dated as ofApril 14, 2022 , by and betweenGesher I Acquisition Corp. andComposite Analysis Group, Inc. 10.3 PIPE Subscription Agreement, dated as ofMay 31, 2022 , by and amongGesher I Acquisition Corp. ,Freightos Limited and Alshaffafia Trading W.L.L 10.4 Form of Support Agreement 10.5 Form of Freightos Registration Rights Agreement 10.6 Form of First Amendment to the SPAC Registration Rights Agreement 10.7 Form of Sponsor Holder Lock-Up Agreement 10.8 Form of Freightos Shareholder Lock-Up Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). Gesher hereby undertakes to furnish supplementally a copy
of any omitted schedule to the
Gesher may request confidential treatment for any such schedules so furnished.
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