Filed by Transfix Holdings, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: G Squared Ascend I Inc.
Commission File No.: 001-39981
Date: September 19, 2022
Transfix Launches Transfix
TrueRate+,
a Proprietary Pricing
Program that Delivers the Next Level of Transparency, Trust, and Savings
Introduces Shipper Savings
model to the pricing ecosystem to help shippers mitigate risk during peak season and beyond
NEW YORK, Sept. 19, 2022 /PRNewswire/— Transfix, Inc. (“Transfix”),
the Intelligent Freight Platform™, today announced the launch of Transfix TrueRate+ (TTR+), a fresh approach to transportation
pricing that guarantees tender acceptance, helping to reduce reliance on RFPs, and can deliver anticipated savings of upwards of 10%
on average freight cost.
Rate opacity is a leading source of distrust across the transportation
industry. Add to that the time-consuming RFP process, and transportation executives find themselves faced with a cumbersome process that
lacks visibility and accountability, one that can often lead to higher costs with a degradation of service. Shippers that rely solely
on the traditional spot and contract programs leave their supply chains susceptible to more risk across service and rates. Transfix TrueRate+
is designed to address these challenges and introduce a new level of ease, transparency, and trust.
“We’ve heard repeatedly that traditional cost-plus products
on the market make shippers feel as if they’re writing a blank check,” said Jonathan Salama, co-founder and CTO of Transfix.
“Transfix TrueRate+ is designed to be a true partnership with our customers by providing them full visibility into costs, the benefit
of our reliable service, and the peace of mind that comes with having a trustworthy partner amidst a volatile market.”
Transfix TrueRate+ incorporates real-time market data and a blend
of machine learning and industry expertise to derive a projected Market Rate. With TTR+, Transfix takes on a higher percentage of the
costs if procuring above the Market Rate, while sharing a higher percentage of the savings with shippers when procuring below the Market
Rate. As a result, TTR+ can offer prices upwards of 10% lower than the industry average.
Additionally, by utilizing TTR+ and Transfix’s powerful AI technology,
logistics expertise, and strategic network of nearly 30,000 carriers, shippers can benefit from guaranteed tender acceptance, the opportunity
to simplify the RFP process with a potential for reduced operations overhead providing more time to focus on their core business initiatives,
and reduced reliance on the spot market.
For more information about Transfix
TrueRate+, please visit https://experience.transfix.io/pr-transfix-truerate-plus
Additional Information
As announced on September 21, 2021, Transfix has entered into
a definitive business combination agreement, as subsequently amended, with G Squared Ascend I Inc. (“G Squared Ascend I”)
(NYSE: GSQD), a special purpose acquisition company sponsored by affiliates of G Squared, that is expected to result in Transfix becoming
a publicly listed company. Completion of the business combination is subject to customary closing conditions.
About Transfix
Transfix drives modern supply chain
impact at scale with its Intelligent Freight Platform™. By combining enterprise-grade, machine-learning technology with intuitive
software and dedicated supply chain experts, Transfix is enabling organizations to deliver with high performance and high reliability,
drive long-term strategy and capacity planning, take empty miles off the road, and optimize their networks, at scale. Today, Transfix
connects shippers to nearly 30,000 carriers with real-time, many-to-many freight matching and the visibility they need to make their
supply chains more efficient and environmentally responsible. Learn more at Transfix.io.
About G Squared
G Squared is a global venture capital firm that partners with dynamic
companies throughout their life cycles as a complete capital solutions provider, working to create value for companies, investors, employees,
and other stakeholders. The firm focuses on investments in growth-stage technology companies and has invested in over 100 portfolio companies
since it was founded in 2011. The firm’s affiliate, G Squared Ascend I Inc. (“G Squared Ascend I”), offers transformative
private companies a path to public markets via SPAC. For more information on G Squared and its portfolio, visit: www.gsquared.com. For
more information on G Squared Ascend I, visit: www.gsquaredascend.com.
Media Contact
Chelsea Horn, Carve Communications for Transfix
chelsea@carvecomms.com
(210) 378-8580
Investor Contact
Investors@transfix.io
Important Information and Where to Find
It
In connection with the proposed business
combination involving G Squared Ascend I and Transfix, Transfix Holdings, Inc. (“Transfix Holdings”) has filed a registration
statement on Form S-4, as amended (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”).
The Registration Statement includes a proxy statement of G Squared Ascend I and a prospectus of Transfix Holdings. Additionally, G Squared
Ascend I and Transfix Holdings will file other relevant materials with the SEC in connection with the business combination. Copies may
be obtained free of charge at the SEC’s website at www.sec.gov. Security holders of G Squared Ascend I are urged to read the proxy
statement/prospectus and the other relevant materials when they become available before making any voting decision with respect to the
proposed business combination because they will contain important information about the business combination and the parties to the business
combination and related matters. The information contained on, or that may be accessed through, the websites referenced in this communication
is not incorporated by reference into, and is not a part of, this communication.
Participants in the Solicitation
G Squared Ascend I and its directors and
officers may be deemed participants in the solicitation of proxies of G Squared Ascend I’s stockholders in connection with the
proposed business combination. Transfix and its officers and directors may also be deemed participants in such solicitation. Security
holders may obtain more detailed information regarding the names, affiliations and interests of certain of G Squared Ascend I’s
executive officers and directors in the solicitation by reading G Squared Ascend I’s Annual Report on Form 10-K for the year
ended December 31, 2021 filed with the SEC on April 13, 2022, and the proxy statement/prospectus and other relevant materials
filed with the SEC in connection with the business combination when they become available. Information concerning the interests of G
Squared Ascend I’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally,
will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with
respect to any securities in respect of the proposed business combination and shall not constitute an offer to sell or the solicitation
of an offer to buy any securities or constitute a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer
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.
Forward Looking Statements
The information
in this communication may contain statements that are not historical facts but are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and within the meaning of “safe harbor” provisions under the United States Private Securities Litigation Reform
Act of 1995. All statements, other than statements of present or historical fact included in this communication, regarding G Squared
Ascend I’s proposed business combination with Transfix, G Squared Ascend I’s ability to consummate the transaction, the benefits
of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future
operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management
are forward-looking statements. When used in this communication, the words “could,” “should,” “will,”
“may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s
current expectations and assumptions about future events and are based on currently available information as to the outcome and timing
of future events. Except as otherwise required by applicable law, G Squared Ascend I and Transfix disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date
of this communication. G Squared Ascend I and Transfix caution you that these forward-looking statements are subject to numerous risks
and uncertainties, most of which are difficult to predict and many of which are beyond the control of either G Squared Ascend I or Transfix.
In addition, G Squared Ascend I and Transfix caution you that the forward-looking statements contained in this communication are subject
to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination
or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted
against G Squared Ascend I or Transfix following announcement of the transactions; (iii) the inability to complete the business
combination due to the failure to obtain approval of the shareholders of G Squared Ascend I, or other conditions to closing in the transaction
agreement; (iv) the risk that the proposed business combination disrupts G Squared Ascend I’s or Transfix’s current
plans and operations as a result of the announcement of the transactions; (v) Transfix’s ability to realize the anticipated
benefits of the business combination, which may be affected by, among other things, competition and the ability of Transfix to grow and
manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes
in applicable laws or regulations; (viii) rollout of Transfix’s business and the timing of expected business milestones, (ix) the
effects of competition on Transfix’s business, (x) supply shortages in the materials necessary for the production of Transfix’s
products, (xi) risks related to original equipment manufacturers and other partners being unable or unwilling to initiate or continue
business partnerships on favorable terms, (xii) the termination or reduction of government clean energy and electric vehicle incentives,
(xiii) delays in the construction and operation of production facilities, (xiv) the amount of redemption requests made by G
Squared Ascend I’s public stockholders, (xv) changes in domestic and foreign business, market, financial, political and legal
conditions, and (xvi) the possibility that Transfix may be adversely affected by other economic, business, and/or competitive factors.
Should one or more of the risks or uncertainties described in this communication, or should underlying assumptions prove incorrect, actual
results and plans could differ materially from those expressed in any forward-looking statements. You should carefully consider the risks
and uncertainties described in the “Risk Factors” section of G Squared Ascend I’s final prospectus filed with the SEC
on February 8, 2021 and its Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 13,
2022, and other documents of G Squared Ascend I filed, or to be filed, including the proxy statement/prospectus, with the SEC. Additional
information concerning these and other factors that may impact the operations and projections discussed herein can be found in G Squared
Ascend I’s filings with the SEC. G Squared Ascend I’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
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