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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 |
|
N/A |
(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 |
Units, each consisting of one ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
GIACU |
|
The Nasdaq Stock Market LLC |
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|
|
|
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Ordinary shares, par value $0.0001 per share |
|
GIAC |
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The Nasdaq Stock Market LLC |
|
|
|
|
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Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share |
|
GIACW |
|
The Nasdaq Stock Market LLC |
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:
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 |
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By: |
/s/ Ezra Gardner |
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Name: |
Ezra Gardner |
|
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Title: |
Chief Executive Office |
Gesher I Acquisition (NASDAQ:GIAC)
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