Current Report Filing (8-k)
August 29 2022 - 4:31PM
Edgar (US Regulatory)
0001853314
false
00-0000000
0001853314
2022-08-29
2022-08-29
0001853314
dei:FormerAddressMember
2022-08-29
2022-08-29
0001853314
GIAC:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember
2022-08-29
2022-08-29
0001853314
GIAC:OrdinarySharesParValue0.0001PerShareMember
2022-08-29
2022-08-29
0001853314
GIAC:RedeemableWarrantsExercisableForOrdinarySharesAtExercisePriceOf11.50PerShareMember
2022-08-29
2022-08-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 29, 2022
GESHER I ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Cayman Islands |
|
001-40897 |
|
N/A |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands
(Address of Principal Executive Offices) (Zip Code)
(212) 993-1562
(Registrant’s Telephone Number, Including
Area Code)
Hagag Towers, North Tower, Floor 24
Haarba 28, Tel Aviv, Israel
(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 (see General Instruction A.2. below):
| ☐ | 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 |
Ordinary shares, par value $0.0001 per share |
|
GIAC |
|
The Nasdaq Stock Market LLC |
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 ☒
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.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information relating to
the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.
Item
8.01 Other Events.
On August 29, 2022, Gesher
I Sponsor LLC (the “Sponsor”) loaned to Gesher I Acquisition Corp. (the “Company”) an aggregate
of $250,000 for working capital purposes. The loan is evidenced by a promissory note (the “Note”) which is non-interest
bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination
with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, the
Sponsor will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants
(the “Warrants”) of the Company, each to purchase one ordinary share of the Company at an exercise price of $11.50
per share. The Warrants issued as a result of conversion of the Note will be identical to the warrants issued by the Company in its initial
public offering.
If the Company does not consummate
a Business Combination the Note will not be repaid and all amounts owed under the Note will be forgiven except to the extent that the
Company has funds available to it outside of its trust account established in connection with the initial public offering (the “Trust
Account”). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing summary of the Note is qualified
in its entirety by reference to the text of the Note, which is filed as an exhibit hereto and incorporated by reference herein.
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: August 29, 2022
|
GESHER I ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Ezra Gardner |
|
Name: |
Ezra Gardner |
|
Title: |
Chief Executive Officer |
2
Gesher I Acquisition (NASDAQ:GIACU)
Historical Stock Chart
From Jul 2024 to Aug 2024
Gesher I Acquisition (NASDAQ:GIACU)
Historical Stock Chart
From Aug 2023 to Aug 2024