SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2022
GESHER I ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-40897 |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
Hagag Towers, North Tower,
Floor 24 Haarba 28
Tel
Aviv, Israel
(Address of principal executive offices) (Zip Code)
(212) 993-1562
(Registrants telephone number, including area code)
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading
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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 |
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GIACU |
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The Nasdaq Stock Market LLC |
Ordinary Share, $0.0001 par value |
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GIAC |
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The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share |
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GIACW |
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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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
On May 31, 2022, Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares, (Gesher), and
Freightos Limited, a Cayman Islands exempted company limited by shares (Freightos), issued a joint press release announcing the execution of a definitive Business Combination Agreement (the Business Combination
Agreement), among Gesher, Freightos, Freightos Merger Sub I, a Cayman Islands company and a wholly-owned subsidiary of Freightos, and Freightos Merger Sub II, a Cayman Islands company and a wholly-owned subsidiary of Freightos. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Gesher and Freightos also prepared an investor presentation (the Investor Presentation) in connection with the entry into
the Business Combination Agreement, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. Furnished as Exhibit 99.3 is a
transcript of the related videos embedded in the Investor Presentation.
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 Geshers 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 Freightoss inability to introduce new products or
technologies; risks to Freightoss 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 Geshers final prospectus dated October 12, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, in each case, under the heading Risk Factors, and other
documents of Gesher filed, or to be filed, with the SEC. If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that neither Freightos nor Gesher presently know or that Freightos and Gesher currently believe 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 and Geshers expectations, plans or forecasts of future events and views as of the date of this Current
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Report. Freightos and Gesher anticipate that subsequent events and developments will cause Freightos and Geshers assessments to change. However, while Freightos and Gesher may elect
to update these forward-looking statements at some point in the future, Freightos and Gesher specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Freightos and Geshers
assessments as of any date subsequent to the date of this Current Report. 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 the United States Securities and Exchange Commission (the SEC) which will include preliminary and definitive proxy statements to
be distributed to Geshers shareholders in connection with Geshers solicitation for proxies for the vote by Geshers 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 Geshers 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. GESHERS 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 GESHERS
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 SECs 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 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 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 Geshers shareholders in connection with the proposed business combination described in this Current Report. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Geshers shareholders in connection with the proposed business combination will be set forth in the Registration Statement when it is filed with the SEC and Geshers other filings with the SEC.
You can find more information about Geshers directors and executive officers in Geshers final prospectus dated October 12, 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
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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. These documents are available free of charge at the SECs website at www.sec.gov or by directing a request to: Hagag Towers, North Tower, Floor 24 Haarba 28, Tel Aviv, Israel.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Exhibit |
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99.1 |
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Press Release, dated May 31, 2022. |
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99.2 |
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Investor Presentation, dated May 31, 2022. |
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99.3 |
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Transcript of Embedded Video Files in Investor Presentation, dated May 31, 2022. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
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Date: May 31, 2022 |
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GESHER I ACQUISITION CORP. |
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By: |
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/s/ Ezra Gardner |
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Name: |
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Ezra Gardner |
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Title: |
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Chief Executive Officer |
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Exhibit 99.1
Freightos, a Leading Booking and Payment Platform Digitalizing Global Freight, to Raise Growth Capital and Become Public via Business Combination with
Gesher I Acquisition Corp.
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Freightos digital freight booking and payment platform addresses the monumental challenges of the global
supply chain |
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Freightos platform already has significant traction and has attracted well over 10,000
importers/exporters, 3,500 freight forwarders, and 200 carriers, enabling hundreds of thousands of international freight bookings annually |
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Rapid growth with 213% CAGR in gross booking value (GBV) between 2019 Q1 and 2022 Q1 and over 60%
Gross Margins |
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Digitalization of global freight is now being rapidly adopted with an estimated total addressable market of
US$1.8 trillion in GBV by 2025 |
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Gesher I Acquisition Corporations investment in Freightos will take the company public with an implied
pro forma enterprise value of approximately $435 million |
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Transaction distinguished by strong capital commitments from high-quality, long-term investors, which exceed
business cash requirements and deal minimum cash requirements no additional PIPE required |
Jerusalem
May 31, 2022 Freightos Limited, a leading global freight booking and payment platform (Freightos or the Company), and Gesher I Acquisition Corp. (NASDAQ: GIAC, Gesher), a special
purpose acquisition company, today announced they have entered into a definitive merger agreement that would result in Freightos being publicly listed on the NASDAQ under the ticker symbol FROS. The combined entity, to be known as
Freightos, with offices around the world, will have a pro forma enterprise value of approximately $435 million.
Freightos connects participants
across the international freight ecosystem, including hundreds of airlines, ocean liners, and trucking companies, as well as thousands of freight forwarders and over ten thousand importers and exporters, through a transparent digital platform that
allows real-time global freight rate comparison, booking, and shipment management. The capital raised from the transaction will be invested to further scale the business, driving transaction value and improving margins.
Freightos was inspired by the successful digital revolutions in passenger travel, retail, lodging, and other industries, aiming to bring similar efficiency
and transparency to the massive but largely undigitalized international freight industry.
Global freight moves the world, said Zvi Schreiber,
Chief Executive Officer of the Freightos Group. Last year, $22 trillion worth of goods crossed borders, but we have all witnessed what happens when shipping doesnt run smoothly, creating inventory shortages and increasing prices that
challenge businesses and consumers globally. This presents a massive opportunity to digitalize one of the last large offline industries.
Our combination with Gesher and access to public markets will allow Freightos to continue to
aggressively scale our platform and lead as an international freight booking and payment tool of choice, said Schreiber. This day represents new opportunities for the Freightos team around the world, whose diligence and dedication has
made Freightos what it is today.
Freightos is modernizing the global shipping industry as a true innovator in the logistics space,
added Ezra Gardner, Geshers Chief Executive Officer. It enjoys positive unit economics, high gross margins, an incredibly high growth rate, and impressive customer retention. It is distinguished by its proprietary technology, data
analytics, and deep network of customers comprising some of the largest players in the global supply chain today. Following the combination, Freightos will be the only pure-play public global freight platform investment opportunity available, and
were excited to partner with Zvi and his team on this enormous market opportunity.
In addition to the proposed merger with Gesher, the
combined entity has obtained $80 million in capital commitments. Leading global investment firms and strategic industry players that have made commitments include:
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Qatar Airways, the worlds largest air cargo carrier, has agreed to invest another $10 million in the
combined company. |
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M&G Investments (£370 billion of assets under management) made a $60 million commitment to
the Company, consisting of 4 million units of Gesher at $10.00 a share, waiving redemption rights with respect to approximately one million shares, as well as providing an additional backstop commitment of up to $10 million.
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Composite Analysis Group, Inc., an affiliate of Safer Logistics, LLC, committed up to $10 million to
backstop redemptions by shareholders of Gesher. |
Existing shareholders in Freightos include SGX Group (the Singapore Exchange Limited),
FedEx Corporation, a number of major airlines, including Qatar Airways, IAG Cargo, the cargo division of International Airlines Group (a leading airline group whose brands include British Airways and Iberia), LATAM Airlines Group, Bob Mylod
(Chairman of Booking Holdings) and leading financial investors such as Aleph and MoreVC. As an expression of confidence in Freightos and long-term commitment, the team and large existing and new Freightos shareholders have signed lockup agreements
spanning two years.
Freightos is addressing an area of overwhelmingly unmet need in the global economy; fixing global freight. With its marketplace
technology winning rapid commercial adoption, it is an ideal target for Gesher, stated Carl Vine, Portfolio Manager at M&G. The recent growth trajectory suggests that the company is well on its way to cementing its dominant position
in this opportunity-rich area. Were confident that this business combination will help Freightos realize its immense potential.
Proven Leader in Global Freight Booking
Freightos has become a leading global freight booking and payment platform, modernizing an industry stymied by intermediation, offline communications, and
inefficient pricing. Through its two core platformsFreightos.com and WebCargo, Freightos facilitates the shift from manual pricing and spreadsheets to a seamlessly integrated digital platform enabling users to compare available shipping
routes, capacity on specific vessels or aircrafts, receive accurate, binding, and all-in prices, complete with carbon emissions from shipping options, and to book in real-time. This results in improved
capacity utilization, reduced pricing, and significant reductions in manual labor. Freightos aims to bring the same efficiency and transparency that passenger travel enjoys to the world of global freight transportation.
In addition, Freightos is the calculating agent of freight shipping price indexes, like the daily 40 container index, the Freightos Baltic
Index (FBX) with futures traded on the CME (Chicago Mercantile Exchange), which are globally recognized as benchmark economic indicators. Futures contracts can allow companies to hedge shipping costs for upcoming periods by combining financial
service tools with international shipping.
Freightos GBV transaction volume continues to grow at a fast and accelerating rate, closing a record Q1
2022 with 3.4 times as many bookings as a year earlier. Freightos sees its top priority as growing GBV. Secondarily the company is focused on monetizing its growing bookings while continuing to grow the already healthy gross margin and maintaining
capital efficiency.
Key Transaction Terms
The
business combination is projected to generate gross proceeds of at least $80 million (and up to $166 million depending on redemptions), which will be used to fund Freightos growth plan. The implied pro forma equity value of the combined
company is expected to be at least approximately $500 million, with a pro forma enterprise value of approximately $435 million. Existing Freightos shareholders are expected to own up to 78% of the combined company after funding.
The Freightos management team will remain in place with Dr. Zvi Schreiber continuing to serve as Chief Executive Officer, overseeing the Companys
strategic growth and expansion efforts, and Mr. Ran Shalev remaining as Chief Financial Officer. The board of directors of the Company is expected to include Dr. Udo Lange, the Chief Executive Officer of FedEx Logistics, Mr. Guillaume
Halleux, the Chief Cargo Officer of Qatar Airways (the worlds largest air cargo carrier), Mr. Bob Mylod, Chairman of Booking Holdings, industry veteran Ms. Inna Kuznetsova, and other leading tech investors, as well as Mr. Ezra
Gardner, the Chief Executive Officer of Gesher. The newly expanded board of directors of the Company will have significant logistics experience, deep technology knowledge, public company and capital markets experience, and a diversity of viewpoints
and skills to serve as good stewards of the Company. Strict internal screens are in place to avoid directors associated with logistics companies being exposed to any data relating to their competitors. The proposed transaction has been unanimously
approved by the boards of directors of Gesher and Freightos. The transaction is expected to close in the second half of 2022, subject to customary closing conditions, including the approval of Gesher and Freightos shareholders and regulatory review.
About Freightos Limited
Freightos Limited, a Cayman Island-registered online global freight booking platform, has expanded its services amid rising demand for supply chain
transparency.
Freightos.com is believed to be the largest digital international freight marketplace, connecting logistics providers and
importers/exporters for instant pricing, booking, and shipment management with offices globally. Over ten thousand SMBs and enterprise organizations have sourced shipping services via Freightos.
WebCargo by Freightos is a leading global freight platform connecting carriers and forwarders. In particular, it is the largest air cargo ebooking platform,
enabling simple and efficient freight pricing and booking between thousands of freight forwarders, including the top twenty global freight forwarders, and hundreds of airlines, ocean liners and trucking carriers. Airlines on the platform represent
over a third of global air cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales.
Freightos Data calculates the Freightos Baltic Index (FBX), the industrys key daily benchmark of container shipping prices, the Freightos Air Index,
which is currently in beta, as well as other data products that improve supply chain decision making, planning, and pricing transparency.
Founded by
serial entrepreneur Zvi Schreiber in 2012, Freightos is a widely recognized logistics technology leader with a worldwide presence and a broad customer network.
About Gesher I Acquisition Corporation
Gesher I
Acquisition Corp. (Gesher) (NASDAQ: GIAC), a publicly-listed special purpose acquisition company headquartered in Tel Aviv, is an ideal partner for Freightos, led by investors with deep relationships across the banking and transportation
sectors.
Gesher is registered as a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities.
Advisors
Oppenheimer & Co. Inc. is serving as
exclusive financial advisor to Freightos. DLA Piper LLP (US) is serving as legal advisor to Freightos.
Bryan Cave Leighton Paisner is serving as legal
advisor to Gesher.
Conference Call Information
A conference call regarding the proposed business combination will be held on June 1, 2022 at 12:00pm GMT and may be accessed by registering here.
A webcast of the call, along with this press release and the investor presentation will be available on the Gesher website at https://www.gesherspac.com and under the Investor Relations section of Freightos website at
freightos.com/investors.
Definitions
Gross Booking Value (GBV) is a key operating statistic used by the Company and is not a recognized financial metric under either GAAP or IFRS. GBV
reflects the value of transactions, i.e. monetary value of freight and related services contracted between Buyers and Sellers on the Platform, plus related fees charged to Buyers and Sellers, and pass-through payments such as customs duties. The
Company measures GBV by converting any amounts denominated in other currencies to US$ at the time of transaction. GBV is similar to what others call GMV or GSV. This is the key Freightos Platform KPI, indicating the scale and reach of the Platform
and the opportunities Freightos has to generate Platform revenue.
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 United States Securities and Exchange Commission (the SEC) which will include preliminary and definitive proxy statements to be
distributed to Geshers shareholders in connection with Geshers solicitation for proxies for the vote by Geshers 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 Geshers 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. GESHERS 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 GESHERS
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 SECs 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.
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 and Geshers 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 Freightoss inability to introduce new products or technologies; risks to
Freightoss 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 Geshers
final prospectus dated October 12, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, in each case, under the heading Risk Factors, and other documents of Gesher
filed, or to be filed, with 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
neither Freightos nor Gesher presently know or that Freightos and Gesher currently believe 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 and Geshers expectations, plans or forecasts of future events and views as of the date of this press release. Freightos and Gesher anticipate that subsequent events and developments will cause Freightos and
Geshers assessments to change. However, while Freightos and Gesher may elect to update these forward-looking statements at some point in the future, Freightos and Gesher specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Freightos and Geshers 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.
No Offer or Solicitation
This press release 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 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 Geshers shareholders in connection
with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Geshers 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 Geshers directors and executive officers in Geshers final prospectus dated October 12, 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
Gesher
Edelman
Ira Gorsky
Ira.Gorsky@edelman.com
Jessica Resnick-Ault
Jessica.Resnick-Ault@edelman.com
Freightos
Headline Media
Sarah Small
freightos@headline.media
Exhibit 99.2 The Freightos Group Making global trade frictionless The
global freight booking platform, addressing the monumental challenges of global supply chain June, 2022
Disclaimer About this Presentation This investor presentation (this
“Presentation”) is for informational purposes with respect to the proposed business combination (the “Business Combination”) between Gesher I Acquisition Corp. (“Gesher”) and Freightos Limited
(“Freightos”) and for no other purpose. The information contained herein does not purport to be all-inclusive and none of Gesher, Freightos or their respective affiliates or representatives makes any representation or warranty, express
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or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Gesher, Freightos, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer,
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restrictions. Forward-Looking Statements Certain statements in this Presentation may be considered “forward-looking statements” within the meaning of the provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events of Gesher’s or Freightos’ future financial or operating performance. For example, projections of future revenue and other metrics are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
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are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and
assumptions that are inherently uncertain. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements. Any forward-looking statements included in this Presentation speak only as of the date they are made, and neither Gesher nor Freightos
undertakes any duty to update these forward-looking statements Financial Information; Non-GAAP Financial Measures Freightos’ historical financial information is prepared in accordance with International Financial Reporting Standards. Such
information has not been audited in accordance with Public Company Oversight Board (“PCAOB”) standards. We cannot assure you that, had the financial statements been compliant with Regulation S-X under the Securities Act of 1933, as
amended, and the regulations of the SEC promulgated thereunder or audited in accordance with PCAOB standards, there would not be differences and such differences could be material. An audit of Freightos’ financial statements in accordance with
PCAOB standards is in process and will be included in the proxy statement / prospectus relating to the Business Combination. Accordingly, there may be material differences between the Presentation of the financial information included in this
Presentation and in the proxy statement / prospectus. This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited to, EBITDA and free
cash flow. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Freightos’ financial results. Therefore, these measures
should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the presentation of these measures may not be
comparable to similarly-titled measures used by other companies. Gesher and Freightos believe these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Freightos’
financial condition and results of operations. Gesher and Freightos believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing
Freightos’ financial results with other similar companies, many of which present similar non-GAAP financial measures to investors. These non- GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments
by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustments.
Certain other amounts that appear in this Presentation may not sum due to rounding. ‹# ›
Disclaimer Use of Projections This Presentation contains financial
forecasts with respect to Gesher and Freightos’ projected financial results, including gross revenue, platform revenue, SaaS revenue, gross profit, EBITDA and free cash flow. Neither Gesher’s nor Freightos’ independent auditors
have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with
respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently
uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly,
there can be no assurance that the prospective results are indicative of the future performance of Freightos or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the
prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data This Presentation includes
certain information and statistics obtained from third-party sources. None of Gesher, Freightos or any placement agent has independently verified the accuracy or completeness of any such third-party information. Additional Information about the
Business Combination and Where to Find It Freightos intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”) including a proxy statement / prospectus relating to the proposed Business Combination.
Gesher will mail the proxy statement to its shareholders once definitive. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the Business Combination. Gesher’s and Freightos’ shareholders and other interested persons are advised to read, when available, the Registration Statement and the amendments
thereto and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Gesher, Freightos and the Business Combination. Shareholders will also be able to obtain copies of
the proxy statement / prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website 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. Participants in Solicitation Gesher, Freightos and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Gesher
shareholders in connection with the potential transaction described herein under the rules of the SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Gesher’s directors in
Gesher’s Form 10-K filed with the SEC on December 29, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement /
prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated above. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. ‹#
›
Presenters Agenda Zvi Schreiber, CEO Freightos Group Executive Summary
Serial entrepreneur with Market Overview acquisitions by GE & IBM. PhD (computer science), author of Freightos Overview articles, patents and books. Financials and Predictable Growth Transaction Terms and Comparables Ruthie Amaru Chief Product
Officer Freightos Group Ezra Gardner CEO Gesher I Acq. Corp
The booking and payment platform of international freight The premier
vendor-neutral platform for air and ocean shipping, supporting supply chain efficiency and agility with real-time freight procurement. Needed now more than ever to fix the trillion dollar global freight industry. Easy peasy. Freightos has been our
trusted partner for More than pleasant experience. years…Communication is seamless. Collin Parker, USA (March, 2022) Rochelle D., USA (Jan. 2022) Small importer Small importer ‹# › “ “
6 Making the complexities of global trade shockingly simple. View at
http://ship.to/vid-1 ‹# ›
The prime public pure-play global freight platform opportunity Total 3PL
Market Size ‘26(E) Massive investment opportunity in a huge, offline, and inefficient industry 1 $1.8 trillion 2023(P) GBV Leading end-to-end international freight booking and payment platform $1.65 bn ‘19 Q1-’22 Q1 GBV CAGR
Sustained, rapid Gross Booking Value and revenue growth with strong SaaS revenue base 213% ‘23(E) Gross Margin Positive unit economics, increasing gross margins, growing take rate and capital efficient Leading platform traction Scalable model
with network effects, technology, and data moats Importers/exporters 10K Forwarders 3.5K Proven team and board, a leading logistics tech brand, and decarbonization mission Carriers 200 Sources:1. Global Market Insights ‹# ›
Outstanding leadership Key Board Members Vast board and senior
management experience Zvi Schreiber Guillaume Halleux CEO CEO Freightos Group Qatar Airways Cargo * * Inna Kuznetsova Ezra Gardner CEO CEO 1010data, former INTTRA Gesher I Acq. Corp Bob Mylod Michael Eisenberg Chairman Partner Booking Group, Aleph,
former Benchmark Vroom, Dropbox * Dr. Udo Lange Glen Schwaber President & CEO Partner FedEx Logistics More Ventures Notable shareholders William Chin Head of Commodities SGX * Planned appointments 8
Outstanding leadership Executive Team Manuel Galindo Ran Shalev Zvi
Schreiber CEO Chief Financial Officer Founder & CEO WebCargo Former COO & CFO of a GE supply Serial entrepreneur with acquisitions chain company and CFO of software Founded WebCargo in college, by GE & IBM. PhD technologist, author
companies.. leading organic expansion to 900 of articles, patents and books. Proven customers worldwide. strategy & execution experience. Ian Arroyo Eytan Buchman Ruthie Amaru Chief Commercial Officer Chief Marketing Officer Chief Product
Officer Freightos.com Seasoned B2B storyteller, supply Extensive experience in building chain tech speaker and writer, Entrepreneur, strategy geek, and strategic products and teams, at people builder. Cross-industry go- published in WSJ, FT and
more. start-ups and IBM. to-market & growth experience. Michael Oberlander Merav Carmeli Joyce Tai General Counsel Executive Vice President VP Human Resources Worldwide Partnerships Experienced lawyer combining Experienced HR leader with a track
inhouse and law firm experience record of scaling organizations and Global partnership executive, with across a variety of tech and import developing talent at a variety of tech experience forging relationships with topics. Public company
experience. companies. the world’s largest organizations 1
Freightos Group Profile Brands Key Data Funding to date Established
Team Group name and primary brand for importers/exporters. Freightos.com is our flagship booking platform for importers $120m and exporters. We also publish data indexes under the 2012 330+ Freightos brand. Highlights of business combination with
Gesher I SPAC WebCargo was a SaaS platform acquired in 2016 which we evolved into a transactional platform. WebCargo.co is the Total Enterprise Value ~ Committed Capital primary site for professional logistics service providers. $435m $80m
Less-than-truckload rates database for the US. 7L also has a database of air rates which is being merged with WebCargo. Acquired in December, 2021. Fully funded About Gesher I SPAC Anchor investors Deep venture and public Clearit is a digital
customs brokerage in the US and Capital from SPAC M&G Investments Canada with direct integration into the Freightos.com market expertise; (AUM ~$460 billion) expected to be platform. Acquired in February, 2022. Long-term alignment Qatar Airways
sufficient to reach through meaningful lock- positive cash flow up period
Growth Strategy ordered by priority 2. As customer value increases, can
increase platform take-rate 1 1. Continue to aggressively scale GBV ($k) from buyers & sellers, growing net revenue ($m) 4. Stay capital efficient with modest cash burn and 3. Drive gross profit margin higher free cash flow/GBV trending towards
profitability …building an unassailable market position, and monetizing over time 11 1. See description of Gross Booking Value on Page 40
12 Agenda Executive Summary Market Overview Freightos Overview
Financials and Predictable Growth Transaction Terms and Comparables ‹# ›
1 3PL market projected to reach $1.8 trillion / year by 2025 with 9%
CAGR. It is the engine driving the global economy. Freightos is the leading platform connecting Platform for Transportation Services Goods global trade 2021 2 Courier / Express / Parcel $22.5 trillion Ocean container freight Air cargo charter
Freight Expansion Bulk shipping (tankers) Opportunities forwarders 23% Full truckload Air cargo 3 of global GDP (excl. courier/charter) Value Added Services Warehousing Customs Trucking Last mile fulfillment brokerage Less Than Truckload, US North
America Financial services Sources:1. Global Market Insights 2. UNCTAD 3.Based on IMF GDP data ‹# ›
Freight is one of the last remaining industries with layers of
non-digitalized intermediaries Importers Freight Carriers Freight Freight /Exporters Forwarders Forwarders Forwarders ‹# ›
As a result, international freight is broken. It is intermediated,
offline, complex, and expensive. Everyone pays. Shipment Management Pricing and Booking Capacity utilization ~50% of air cargo holds empty Slow quoting 2 pre-COVID 2-3 days average quote 1 turnaround Complex coordination ~30 actors involved in each
ocean Opaque pricing 3 freight shipment 30-100%+ price spread for 1 importers Time intensive Over 2 hours spent managing each Non-binding prices 4 individual shipment Prices subject to significant changes post-booking Emission heavy Responsible for
7% of global Dependability 5 emissions with poor utilization No committed transit time or guaranteed pickup Sources: 1. Freightos, 2021 2. IATA, 2021 3. IBM & UN 4. Key contributors to persistent supply chain challenges Freightos Survey, 2018
5.International Transport Forum, 2016 ‹# ›
Global supply chains are fragile and prone to disruption. The result?
Inventory shortages, high cost and persistent volatility. “The World Is Still Short of Everything. Global freight typical 1 cost per product August 2021 Get Used to It” 2020 2022 “Supply-Chain Logjam of Holiday $58 $595 December
2021 Gifts Weighs In at $65 Billion” $4 $44 “High shipping costs to push up global inflation, UN warns” November 2021 $50 $516 “Ukraine conflict adds to European supply chain snags” March 2022 “China Typhoons Pose
Latest Supply- September 2021 Chain Threat as Ports Shut” “Donald Trump to hit $300bn in Chinese August 2019 goods with 10% tariff” 2 Cost for 40’ container from China to the US (West Coast) ‹# Sources: 1. Internal
calculation 2. Freightos Baltic Index, 2022 ›
Platforms digitalize the world, unlocking huge value. Now they can
solve supply chain crises. Siloed Digitalization Platformication Individual company digitalization without full Vendor-neutral digital infrastructure across a connectivity (eg individual ecommerce sites) variety of players, unlocking huge value
Marketplace B2C 1995-2010 Domestic B2B 2010-2020 Global B2B 2020 - Now
18 Agenda Executive Summary Market Overview Freightos Overview
Financials and Predictable Growth Transaction Terms and Comparables ‹# ›
Freightos: The Global Freight Booking and Payment Platform Improving
freight pricing, booking efficiency, capacity utilization, and global trade efficiency as an agonistic player - not as a carrier, forwarder, or broker ← WebCargo → ← Freightos.com→ Carriers Forwarders Importers/ exporters
Freightos Platform Freightos SaaS & Data WebCargo Freightos.com Connects service providers. Similar to travel Marketplace serving end customers, Global Distribution Systems Amadeus, Sabre Similar to platforms like Booking.com Freightos 1 1
Enterprise Value Enterprise Value = $29.9B $85.5B $22.2B $5.9B ‹# 1 Yahoo! Finance Enterprise Value (May 30, 2022) ›
Freightos: The Global Freight Booking and Payment Platform Industry
Traction Carriers ← WebCargo → Forwarders ← Freightos.com→ Importers/ exporters Freightos Platform Freightos SaaS & Data 41% 35% 3,500+ 5+ 10,000 19/20 3 Global 1000 pilots Ocean capacity in Cumulative Air cargo Global
forwarders Top forwarders 1 1 process underway importers/ exporters capacity digitized And hundreds of carriers with All spanning 10,000+ offices that represent manual connections over 30% of the world market in air cargo Sources: 1. Internal data
and IATA, 2021 2. Internal ‹# data and Alphaliner 3. Based on Armstrong, 2020 ›
All underpinned by WebCargo the largest air cargo carrier/forwarder
platform View at http://ship.to/vid-2 ‹# ›
Simplifying complexity with a powerful tech stack Total Data Points
Fastest signup to book Bookings / Support Interaction Max services considered/ search 58 seconds 3+ billion 23 2+ million Data Points Added Monthly Person-years of engineering Total Annual Searches (‘22E) 50 million 500+ ~10 million Powered by
Rate Capabilities Pricing Tech Digital Sales Data Shipment Management Rate intake Routing engine Web sales portals Unique transactional data Business logic Rate distribution Quoting tools Payment handling Daily rate benchmarking Vendor
communications Interlining eBooking gateway Saas quoting tools Capacity availability Exception detection ‹# ›
From Lead Gen to Revenue And one more thing... Price insights driving
transparency & efficiency Large Data Opportunity Index-linked dynamic pricing Major brand visibility in top tier publications Futures listed on View Freightos Baltic Index User Signups Over 50,000 registered users, including many View on:
Fortune 500 companies including companies like Amazon, Costo, Nike and others. ‹# ›
ESG: Facilitate elimination of a billion wasted tonnes of carbon
emissions every year with visibility and improved utilization 1-2% of global carbon 1 emissions Under 50% of total cargo capacity used 2.9% of global carbon 2 emissions Standard-compliant global freight emissions visibility Measure it. with GHG
emissions calculator for all modes of freight, 3 in accordance with EN-16258. Dynamic capacity optimization, proven in passenger Reduce it. travel to increase utilization and reduce empty flights. 1. IATA, 2022, 2. IMO, 2020 3 European
Standards‹# ›
Critical mass achieved in 2020 driving explosive growth. Strong growth
despite COVID and still accelerating. Total bookings Real-time GBV ($k) 27
Making global freight dramatically smoother. Airline Forwarder
Enterprise Importer / Exporter SME Importer / Exporter “Realized 10% air cargo cost “Unparalleled visibility into “WebCargo is already playing a “It used to take three hours to savings and dramatic time the freight
process...I know key role in growing our book air cargo. reduction on quoting and that I'm getting the best revenue and utilization while Now, it takes us five minutes.” booking.” reducing cost of sales.” price and the right
carrier.” Daniel Gazitua Dan Otto Quim Sangés Guillaume Halleux SVP Logistics VP Operations Air Export/Import Coordinator Chief Officer Cargo Watch video View at http://ship.to/vid-3 ‹# ›
29 Making global freight smoother for the people that move the world.
View at http://ship.to/vid-3 ‹# ›
75K+ “ “ Bringing sexy back to freight Dominant LogTech
brand with top 5 1 Share of Voice at 2.5m+ web visitors “Today, we have new data from Freightos, a leading freight indicator…that shows shipping prices have declined by almost 25 percent over the past two weeks.” Publication
Mentions “But air freight - where bookings before the pandemic often took longer to complete than the actual journey itself - is getting easier and faster to transact, with platforms like Barcelona-based WebCargo, a unit of Freightos, it saw
bookings grow more than 1,000% over the past year.” “He consulted a website called Freightos - something like Expedia combined with PayPal for companies booking space on container ships.” 1 Ahref, accessed 1/2022 “ “
“
Building a highly defensible moat with winner-takes-most implications
DATA TECH NETWORK ‹# ›
32 Agenda Executive Summary Market Overview Freightos Overview
Financials and Predictable Growth Transaction Terms and Comparables ‹# ›
Strong GBV growth proven with network effect New buyers/sellers create
new permutations and attract more users ‹# › ($m)
A strong and growing network of international carriers, attracted by a
decade of demand aggregation Top 10 Ocean Liner Top 10 Ocean Liner Top 5 Ocean Liner Vanguard Logistics Top 5 Ocean Liner ECU Worldwide Top 3 LCL consolidator More top airlines TAP coming Turkish Cargo soon Qatar Cargo Condor FedEx American Airlines
Cargo SAS Cargo NCA Teleport by airasia Air France KLM AirBridgeCargo LATAM Cargo Caribbean Airlines Cargo Iberia (IAG) TUI Finnair Lufthansa Air Canada Cargo British Airways (IAG) Etihad Cargo Silkway West 2018 2019 2020 2021 2022 Air inflection
‹# point ›
Airline Bookings Snapshot: Predictable and rapid booking growth Strong
cadence of new buyers, sellers → quadratic bookings growth Consistent carrier growth Multiply to give consistent Continued user growth ~1 new airline accelerating booking ~16 / workday growth every month ‹# ›
Airline Bookings Snapshot: Predictable airline eBooking growth with
uncommonly high retention #Transactions - cohort of forwarder's 1st booking month as % of 1st Unique airline Buyer (forwarder) retention by monthly cohort 1 month. 20x “same store sales” (same forwarder bookings) by month 22 as % of 1st
month Compared to Uber user retention cohort 1 ‹# Earnest Research ›
Airline Bookings Snapshot Decisive 3x lead over closest competitors 1
Total capacity of airlines digitalized on WebCargo vs. competitors Q1/2 2022 Onboarding by AFTK ‹# Sources: 1. IATA WATS 2021, Internal, Competitor Announcements ›
Financial Highlights: Prioritizing capital-efficient GBV growth
Followed by monetization with long term target take rate of 10% in total from all parties ($m) 2020PF 2021PF 2022PF(E) 2023E Net Revenue (and gross profit) Gross Booking Value (GBV) $ 69 $ 302 $ 669 $ 1,651 % Growth 339% 121% 147% Gross Revenue $ 55
$ 70 $ 94 $ 240 Platform Revenue $ 4.1 $ 6.4 $ 9.0 $ 26.6 1.3% 1.6% % Platform revenue take rate SaaS Revenue $ 8.8 $ 10.2 $ 12.1 $ 12.9 Total Revenue $ 12.9 $ 16.6 $ 21.1 $ 39.5 % Revenue growth 29% 27% 87% Gross Profit $ 7.2 $ 10.0 $ 13.3 $ 25.1
55.8% 60.2% 63.0% 63.5% % Gross profit margin $ 7.0 $ 8.1 $ 12.0 $ 15.4 R&D $ 5.7 $ 7.1 $ 11.5 $ 19.5 S&M $ 4.9 $ 6.8 $ 9.6 $ 13.3 G&A EBITDA $ (10.4) $ (12.0) $ (19.8) $ (23.1) Free cash flow $ (10.8) $ (12.5) $ (20.7) $ (24.2)
2020-Q1/22 pro forma including acquisitions closed subsequently
Glossary of non-GAAP Terms Description Platform Volume KPIs
Transactional bookings for freight and related services placed by Buyers across Freightos Platforms (WebCargo, Freightos.com, ClearIt) #Transactions with third party sellers or with Clearit ( Sellers ), minus canceled transactions. #Buyer users
Number of unique people (counted by unique login email) at Buyers who have placed booking Transactions. Number of unique carriers who have been the Sellers of Transactions. For airlines we count booking carrier based on airway bill prefix. #Carriers
Number of operating airlines is higher. Includes LCL consolidators as carriers. Platform Financial KPIs Description Total value of Transactions, i.e. monetary value of freight and related services contracted between Buyers and Sellers on the
Platform, $Gross Booking Value plus related fees charged to Buyers and Seller, and pass through payments such as duties. Converted to US$ at time of transaction. (GBV) Similar to what others call GMV or GSV. This is the key Freightos Platform KPI,
indicating the scale of our Platform and the opportunities we have to generate Platform revenue. Total income invoiced and collected by Freightos companies, including both Net Revenue that is paid to Freightos companies and amounts invoiced on
behalf of, and passed through to third-party Sellers. Includes all GBV where the payment is handled by Freightos. $Gross Revenue In most cases the Gross Revenue is associated with some fees to Freightos which appear under Net Platform Revenue. Note
that some marketplaces recognize all gross revenue as Net (GAAP) revenue. Freightos excludes pass-through revenue from Net Revenue, but Freightos management uses the Gross Revenue KPI to compare results to other marketplaces. $Platform revenue The
portion of GAAP Revenues that is attributed to Platform Transactions Net Platform Revenue divided by GBV; that is the proportion of the gross booking value which is paid as fees to Freightos by Buyers and %Take Rate Sellers in connection with
transactions. Some marketplaces also call this Rake. General financial Description $EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization $Free cash flow Cash the company generates after accounting for cash outflows Non-Platform
revenue including software-as-a-service (SaaS) subscriptions (mostly from forwarders), data subscriptions, and associated $SaaS Revenue revenue including non-recurring engineering, data services, and configuration. ‹# ›
40 Agenda Executive Summary Market Overview Freightos Overview
Financials and Predictable Growth Transaction Terms and Comparables ‹# ›
Why go public? Why with a SPAC? We are using the SPAC structure the way
it was intended Timing Capital, currency, Long term Capital markets Supply chains issues transparency investors expertise Why Gesher? Why public markets? Why now? Why a SPAC? The Gesher team brings Greater access to growth capital, Supply chain
problems The SPAC route gives us extensive capital markets currency for M&A. demand more cohesive price transparency, expertise to the company. multi-provider integration. combined with ongoing Long lockup period ensures Welcomed transparency
that gives Now is the time to allow guidance from investors long term alignment. our provider-agnostic strong logistics public market investors like M&G, with a 170 year tech brand broader reach. access to Freightos’ track record of
long-term accelerating expansion. portfolio partnerships ‹# ›
The Gesher View
The Gesher Criteria And how Freightos ticked all five boxes ✓
Exceptional management with a proven track record ✓ Successfully addressing a large untapped market opportunity with cost-efficient scalability ✓ Market leader ✓ Business model with strong growth predictability ✓ Good
reason to go public and market and economic need for scaling business now ‹# ›
Growth with Capital Efficiency Gross Bookings Value and Revenue YoY
Growth Rate - 2022E-2023E 2022E Sales & Marketing as % of GBV Gross Booking Value Year-over-Year Growth Rate (%): 2022E–2023E Revenue Year-over-Year Growth Rate (%): 2022E–2023E Median: 5.5% Median: 24% Median: 23% Sources: Company
filings, S&P Capital IQ and FactSet ‹# Note: Market Data as of 05/27/22 ›
Marketplace Benchmarking (21’-22) Q1 2022A Gross Booking Q1 2022A
Gross Booking Gross Margins (‘21 and ‘22E) Value Per User ($) Value Per Transaction ($) $10,027 $1,099 $1,186 N/A $227 $15 1 $124 $31 $63 N/A N/A $125 Sources: Company filings, S&P Capital IQ and FactSet Note: Market Data as of
05/27/22 ‹# 1. Q1 2022A Monthly Active Users (“MAU”) not disclosed; calculation assumes Monthly Active Users of 25.0 million as of 12/31/2021 ›
Marketplace Benchmarking (22’-23) Total Enterprise Value to 2022E
and 2023E GMV or GBV Multiple (x) 2023E Median: 0.69x Sources: Company filings, S&P Capital IQ and FactSet ‹# Note: Market Data as of 05/27/22 ›
Transaction Summary Transaction Overview (Assuming all non-Committed
trust redeemed) Pro forma capital structure 2 Public SPAC Shareholders 6.0% 7 Freightos Pro Forma Total Enterprise Value (“TEV”) of approx. $435mm Gesher I Sponsor Share ● Implied Pro Forma TEV / Gross Booking Value
(“GBV”) multiple of ~0.65x, ~0.26x, for 2022E, 2023E, respectively 5.9% Minimum Proceeds already secured: $80mm in gross capital commitments, de-risking transaction 3 FPA+Committed trust capital 8.2% 4 ● Lead investor M&G
committing $40mm FPA ³ + $10mm non-redemptions + $10mm backstop commitment ● Qatar Airways strategic PIPE investment of $10mm. Plus another backstop of $10m. Qatar Airways PIPE 2.0% Net cash proceeds to accelerate and fund growth. Any
non-redeemed capital from additional ~$86m in 5 Freightos Existing Shareholders trust will fuel organic growth and potential tuck-in acquisitions 77.9% Freightos’ existing shareholders and management are rolling 100% of their equity
Illustrative Pro Forma Valuation Sources and Uses at Close (Assumes All Non-Committed Trust Redeemed) Uses ($mm) (%) Sources ($mm) (%) Total Shares Outstanding at Close (mm)¹ 50.1 Equity Rollover ⁵ $390 78% Equity Rollover ⁵ $390
78% Stock Price At Issue ($) $ 10.00 Net Cash to Balance Sheet $65 13% Forwarder Purchase Agreements ³ $40 8% Founder Shares $31 6% Implied Post-Money Equity Value ($mm) $501 Founder Shares $31 6% Transaction Fees & Less: New Cash Raised
($mm) ² ⁶ $ (80) Gesher I Cash-in-Trust ² $30 6% Expenses $15 3% Plus: Transaction Fees & Expenses ($mm) $ 15 Qatar Strategic Investment $10 2% Pro Forma Enterprise Value ($mm) $ 436 Total $501 100% Total $501 100% Implied Pro
Forma TEV / '23E GBV (x) 0.26x (1)Pro forma share count includes 39.0mm shares from Freightos’ existing shareholders and management rollover, 3.0mm GIAC public shares, 4.1mm shares from Forward Purchase Agreement investors, 3.0mm Gesher I
Acquisition Corp. Sponsor and UW shares, and 1.0mm Strategic PIPE Investor shares. Excludes the impact of 5.8mm Public Warrants, 5.8mm Private Sponsor Warrants, and 2.6mm Warrants to FPA and backstop providers. (2)$30mm of retained trust capital is
committed with $20mm in backstops and $10mm in non-redemption agreements. (3)Under the FPA, M&G will purchase units comprised of 1 share and ½ warrant at $10.00 per unit. M&G will also receive a 100,000 share commitment fee from the
SPAC sponsor. (4)Backstop if total gross proceeds are less than $100mm. (5)Excludes approximately ~4.9mm in unvested ESOP and earnout shares. (6)$80mm of new committed capital. Committed proceeds match minimum cash proceeds. ‹# (7) Not
adjusted for any cash balance or debt at closing ›
Making global trade frictionless.
Q&A Ran Shalev, CFO Ruthie Amaru, CPO Zvi Schreiber, CEO Ezra
Gardner, CEO Freightos Group Freightos Group Freightos Group Gesher I Acquisition Corp.
Appendix ‹# ›
Current traction the result of a deliberate strategy towards a three-
sided platform connecting forwarders, carriers and importers 1 Forwarders 2012 SaaS & Data to 2018 Airline APIs 2 2018 Importers/ ← Freightos.com→ Carriers ← WebCargo → Forwarders exporters to 2021 SaaS & Data Ocean
APIs Payments 3 2022 and Importers/ on Forwarders ← WebCargo → ← Freightos.com→ Carriers exporters Freightos Platform SaaS & Data ‹# ›
Freightos Group Competition Freightos is the only comprehensive
transactional global freight booking platform. There are niche competitors for specific parts of our stack, in most cases Freightos the clear leader ← WebCargo → ← Freightos.com→ Carriers Forwarders Importers/ exporters
Freightos Platform Freightos SaaS & Data Related but not competition Digital freight forwarders: Flexport, Forto, Beacon... Cargo.one Portrix Cogoport Forwarder TMS Cargo.AI Catapult FreightMango WiseTech Cargowise CargoSphere SimpliShip (Acq)
Visibility CargoBooking.aero Project44, FourKites Trucking brokers: Other cargo booking platforms Niche forwarder SaaS Shipper marketplace Transfix, Uber Freight WebCargo has by far most Freightos by far the Other carriers and forwarders! leader,
with established forwarder relationships NYSHEX and aggregate demand BlueX ‹# ›
Three-sided marketplace platform ← WebCargo → ←
Freightos.com→ Carriers Freight Forwarders Shippers
Exhibit 99.3
Transcript of Presentation Videos
After slide 5
(freightos.com overview)
Hey. I dont need to tell you how many (beep) things are being shipped around the world right now. My next shipment, I need
to get 182 pallets of teddy bears out here yesterday. Do you think little Betsy Sue has any clue what it takes to get Mr. Fluff Fluff from Shanghai to a little school of Tennessee? It takes two factories, three trucks, a huge ship, two cranes,
a train, six drivers, one captain, and a really good masseuse.
Do you know how much its going to cost me? Or how long its
going to take? I dont. And thats just the shipping. You know how complicated the process is. You need to get the commercial invoice, call the forwarder, send the Power of Attorney, schedule a
pick-up update. Call the forwarder again, smoke signal the truck, or fax the invoice to the freight company. Faxes. Seriously? Im moving to the future. Im using Freightos.
You see, Freightos is an online web platform that takes all of this nonsense and puts it into one silky smooth website. With all of these
beautiful, courageous people behind it. You just say the what, where, and when, and Freightoss insane algorithms will find the right route, provider, and price quote for all of your ocean, air, rail or trucking shipments. Guaranteed all-in prices with real transit times from providers that rock hard at logistics. And to make little Betsy Sue happy, all thats left is one (beep) click. Freightos is the online international freight
marketplace bringing the logistics industry into the digital era. Making global shipping faster, cheaper, and smooth.
After slide 21 (Digital Air Cargo
overview)
Speed and reliability made air cargo such an important part of our life. Theres a reason why 35% of all global trade flies. But the world
and its supply chains are moving ever faster, and our industry just isnt keeping up. This makes airlines, forwarders, GSAs, and importers far less efficient than they need to be. Offline and manual air cargo processes and layers of
intermediaries cause inflated prices, padded transit times, high carbon footprints per kilogram, and half empty cargo holds.
DAC
transforms how air cargo is bought and sold. It aligns the entire ecosystem around real time rates, capacity and e-booking, and payments. Imagine a retailers ERP system booking a shipment in real time on
a specific airline and flight, or imagine an exporter embedding real time air rates in a B2B website checkout. Airlines block space in real time, a binding contract is generated, and goods move smarter. For shippers, DAC means cheaper, quicker and
more predictable cargo flights. For airlines, it means better utilization, greener cargo, and direct exposure of the airlines brand through digital sale. Bottom line, more revenue, better profitability and more control.
Its not easy. Nothing worthwhile ever is. It takes new business models and it takes IT upgrades, but digital air cargo is already
starting to drive more efficient and profitable air cargo sales. With over 30% of air cargo forwarders by worldwide tonnage already on WebCargo by Freightos, were proud that the industry has chosen WebCargo as the technology platform on which
DAC is already coming to life.
After slide 27 (testimonials)
Dan Otto:
Freightos offers absolutely unparalleled visibility
into the entire freight process from booking to delivery. I know that Im getting the best price shipping with the right carrier for our needs.
Patrick Olyhoeck:
I see and I believe that their technology is
part of our digital freight stack, simplifying how we book and sell air freight with everything from freight rate management to real time booking across a huge network of carriers.
Guillaume Halleux:
We have rolled out Freightoss digital
platform in 10 countries earlier this year. We were absolutely pleasantly surprised with the speed of adoption of our customers. We did not anticipate how fast they would adopt the platform. Thank you Freightos.
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