JERUSALEM, Nov. 14,
2022 /PRNewswire/ -- Freightos Limited, a leading
global freight booking and payment platform, today released its
results for the third quarter of 2022, including record gross
booking value (GBV) and transactions, by posting an update on its
website. Please visit freightos.com/investors to view the
update.
As previously announced, Freightos has entered into a definitive
business combination agreement with Gesher I Acquisition Corp.
(NASDAQ: GIAC), a special purpose acquisition company, that is
expected to result in Freightos becoming publicly listed on
Nasdaq.
About Freightos Limited
Freightos® operates a leading, vendor-neutral booking
and payment platform for international freight. Freightos' platform
supports supply chain efficiency and agility by enabling real-time
procurement of ocean and air shipping across more than ten thousand
importers/exporters, thousands of forwarders, and dozens of
airlines and ocean carriers.
Forward Looking
Statements
This press release includes "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 press release, and on the current expectations
of Freightos management and are not predictions of actual
performance. 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. 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 in connection with 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 Cayman Islands and governed by the laws of the
Cayman Islands; and those factors
discussed in Gesher's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, in each case, under the heading "Risk
Factors," and other documents of Gesher and Freightos filed, or to
be filed, with the U.S. Securities and Exchange Commission (the
"SEC"). If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Freightos presently does not know or that
Freightos currently believes are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Freightos' expectations, plans or forecasts of future
events and views as of the date of this communication. Freightos
anticipates that subsequent events and developments will cause
Freightos' assessments to change. However, while Freightos may
elect to update these forward-looking statements at some point in
the future, Freightos specifically disclaims any obligation to do
so. These forward-looking statements should not be relied upon as
representing Freightos' assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
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 SEC which will include a preliminary proxy
statement to be distributed to Gesher's shareholders in connection
with Gesher's solicitation for proxies for the vote by Gesher's
shareholders in connection with the proposed business combination
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued to Gesher's shareholders in connection with the
completion of the proposed business combination. After the
Registration Statement has been filed and declared effective,
Gesher will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for
voting on the proposed business combination. GESHER'S SHAREHOLDERS
AND OTHER INTERESTED PERSONS ARE URGED TO READ, ONCE AVAILABLE, THE
REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT /
PROSPECTUS AND ANY AMENDMENTS THERETO AND, ONCE AVAILABLE, THE
DEFINITIVE PROXY STATEMENT / PROSPECTUS, IN CONNECTION WITH
GESHER'S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE
PROPOSED BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT GESHER, FREIGHTOS AND THE PROPOSED
BUSINESS COMBINATION.
Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by Gesher,
without charge, at the SEC's website located at www.sec.gov or by
directing a request to Gesher I Acquisition Corp., Hagag Towers, North Tower, Floor 24, Haarba 28,
Tel Aviv, Israel.
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 communication 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 SEC rules, be deemed to be participants in the
solicitations of proxies from Gesher's shareholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of Gesher's shareholders in connection with the
proposed business combination will be set forth in the Registration
Statement when it is filed with the SEC. You can find more
information about Gesher's directors and executive officers in
Gesher's Annual Report on Form 10-K for the fiscal year ended
September 30, 2021. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the Registration Statement when it becomes available.
Shareholders, potential investors and other interested persons
should read the Registration Statement and other relevant materials
to be filed with the SEC regarding the proposed business
combination carefully when they become available before making any
voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Contacts
Edelman
Smithfield
Jessica Resnick-Ault
Jessica.resnick-ault@edelmansmithfield.com
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SOURCE Freightos