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: February 15, 2022
PRNewswire
Transfix Reports Record 2021 Results
February 15, 2022
NEW YORK, Feb. 15, 2022 /PRNewswire/
-- Transfix, Inc. ("Transfix" or the "Company"), a leading next-generation digital freight platform, today announced
financial results for the fourth quarter and full year 2021.
2021 Full-Year Financial Results:
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Total Revenue increased 60% from 2020, to $296 million
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Gross Profit increased 74% from 2020, to $17.4 million.
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Adjusted Gross Profit1 increased 84% from 2020, to $19.0 million.
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Gross Profit margin was 5.9%, 50 bps higher than 2020.
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Adjusted Gross Profit margin1 was 6.4%, 80 bps higher than 2020.
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Fourth Quarter 2021 Financial Results:
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Total Revenue increased 37% from the fourth quarter of 2020, to $87 million.
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Gross Profit declined 2% from the fourth quarter of 2020, to $5.5 million.
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Adjusted Gross Profit1 increased 5% from the fourth quarter of 2020, to $6.1 million.
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Gross Profit margin was 6.3%, 260 bps lower than the fourth quarter of 2020.
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Adjusted Gross Profit margin1 was 7.0%, 220 bps lower than the fourth quarter of 2020.
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(1)
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Adjusted Gross Profit and Adjusted Gross Profit margin are non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" below for discussion of these non-GAAP financial measures.
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President and CEO Lily
Shen said, "2021 was another incredible year for Transfix. We exceeded all of our financial projections and invested meaningfully
in the future, including strengthening our leadership team, hiring in key areas, opening an operations office in Atlanta, launching
new products, and enhancing our existing products. We also drove deeper relationships with our shippers and carriers, advanced our sustainability
platform, and were recognized for our innovation and employee culture. We could not be more excited about the future and the opportunities
for growth as we continue to see the benefits of these investments."
2021 Highlights:
Outperformed On All Financial
Metrics – With the strong performance on KPIs, Transfix exceeded all of its projected financial results for 2021.
Advanced the
Company's Sustainability Platform – Transfix took significant steps in defining its long-term vision focused on
driving a more sustainable, diverse, and transparent world. The Company's forthcoming inaugural Environmental, Social, and
Governance (ESG) Report will highlight achievements to date, and set forth goals for the future.
Drove Value for Customers -
In 2021, Transfix continued to address the challenges shippers and carriers face every day. By building and optimizing a superior network
and experience, powered by both technology and people, the Company's shipper partners turned to Transfix for a strong and stable supply
base driving predictability and resiliency, especially during market or capacity swings. Carrier partners engaged with Transfix's products,
designed to help them grow their businesses.
Delivered on Key Shipper
and Carrier Metrics - A continued focus on investment in products, robust analytics, automation, and customer service helped
the Company drive strong shipper & carrier KPIs.
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Net Shipper Spend Retention (NSSR) was 148%, up from 2020 NSSR of 139%, demonstrating continued growth among existing customers.
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Total carriers increased from approximately 22,000 to 28,000 (+27%) as carriers continued to join the platform. Even as total carriers increased, Transfix maintained a carrier repeat rate of 93%, driven by the value of the Company's offering and enhancements to the carrier experience such as the Fleet Management System (FMS).
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Average loads per carrier for the Company's top 500 carriers grew from 109 to 135 (+24%), as Transfix continued to provide partners with advanced tools, technology, and access to high-quality freight.
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Advanced Transfix's Suite
of Products and Services - Transfix continued to build out products and services, prioritizing the advancement of rich proprietary
data, AI, and machine learning.
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Transfix grew Drop substantially, meeting a strong market demand for custom tailored drop solutions, flexible drop capacity, and exceptional performance.
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To minimize expensive and environmentally harmful empty miles, Transfix optimized and grew Managed backhaul, designed to increase both efficiency and revenue.
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For shippers, Transfix launched a Transportation Management System, Transfix TMS, designed to help shippers gain valuable data and insights.
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For carriers, Transfix enhanced the FMS software tool, designed to help carriers better manage their fleets.
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Transfix strengthened strategic relationships with KeepTruckin, to integrate advanced ELD technology, and with TriumphPay to ensure that drivers are paid in as little as two days, driving additional value to customers on the platform.
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Expanded Transfix's Team with Talent from
Leading Industries - Transfix grew the leadership team with new hires including Christian Lee as CFO, Sophie
Dabbs as CCO, Nicholas Smolansky as General Counsel , and Rachel Meranus as CMO.
In addition, the Company expanded its footprint, opening a second office in the heart of Atlanta, Georgia.
Continued to Support the
Community - Transfix took a people-first approach to the next level in 2021 by partnering with institutions like the Truckers
Emergency Assistance Responders and LGBT Truckers to give drivers the essential supplies needed while on the road over the busy holiday
season. Also, in honor of National Truck Driver Appreciation Week 2021, Transfix worked with Jason Cameron, star of CBS' "Secret
Celebrity Renovation", to award one lucky driver with the
ultimate cab renovation, making her truck "feel like a real, on-the-road home".
Received Numerous Awards and Accolades -
Transfix is regularly recognized for its world-class service and technology, as well as its culture and values. In 2021, Transfix received
several recognitions, including placement on FreightWaves' FreightTech 100 List, Forbes' America's Best Startup Employers List,
and Built In's 2021 Best Midsize Companies to Work for in NYC. Transfix also earned a Great Place to Work Certification™.
"There is a tremendous
opportunity to carry this momentum into 2022 as we continue to identify new ways to build a smarter freight ecosystem through unmatched
innovation, expanding our partner network, and providing a unique combination of best-in-class technology and industry execution,"
said Lily Shen, President & Chief Executive Officer at Transfix.
Public Company Update:
As announced on September 21, 2021,
Transfix has entered into a definitive business combination agreement 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 and is expected to close
in the second quarter of 2022.
Definitions
Net Shipper Spend Retention: Calculated
annually as total revenue generated by large shippers from the prior year over the total revenue generated by the same large shippers
in the most recent year.
Repeat Carriers: Repeat
Carriers are defined as all carriers that have been onboarded to the Transfix platform at least once prior to executing the shipment.
Financial Results1:
($ in thousands)
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Three months ended Dec 31
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Twelve months ended Dec 31
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2020
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2021
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2020
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2021
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Revenue
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$
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63,641
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$
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87,403
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$
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184,174
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$
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295,528
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Purchased Transportation
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$
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57,814
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$
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81,311
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$
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173,853
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$
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276,553
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Internal use software amortization (2)
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$
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183
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$
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567
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$
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345
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$
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1,621
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Gross Profit
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$
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5,644
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$
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5,525
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$
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9,976
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$
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17,354
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Gross Profit Margin
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8.9
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%
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6.3
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%
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5.4
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%
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5.9
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%
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Add: Internal use software amortization
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$
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183
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$
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567
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$
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345
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$
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1,621
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Adjusted Gross Profit
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$
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5,827
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$
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6,092
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$
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10,321
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$
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18,975
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Adjuted Gross Profit Margin
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9.2
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%
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7.0
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%
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5.6
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%
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6.4
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%
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(1)
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See the "Use of Non-GAAP Financial Measures" section of this release for the definition and a discussion of each non-GAAP
financial measure.
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(2)
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Internal use software amortization is included as a component of technology expense in the statement of operations.
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Use of Non-GAAP Financial
Measures
This release includes the
following non-GAAP financial measures: adjusted gross profit and adjusted gross profit margin. Adjusted gross profit and adjusted gross
profit margin are non-GAAP financial measures that management uses in its financial and operational decision-making and evaluation of
operating performance. Adjusted gross profit is calculated as gross profit excluding the amortization of internal-use software costs.
It is also calculated as revenue less purchased transportation costs. Adjusted gross profit margin is calculated as adjusted gross profit
divided by total revenue. Management believes these measures are important profitability measurements and are useful measures of Transfix's
ability to source and sell services that are provided by third parties.
Non-GAAP metrics are not calculated
in accordance with GAAP and should not be considered an alternative to any measures of financial performance calculated and presented
in accordance with GAAP. Other companies may calculate these non-GAAP metrics differently.
For a reconciliation of each
non-GAAP financial measure to the nearest comparable GAAP financial measure, see "Financial Results" included above.
Important Information
and Where to Find It
In connection with the proposed business
combination involving G Squared Ascend I Inc. ("G Squared Ascend I") and Transfix, Inc. ("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 final prospectus for its initial public offering filed with
the SEC on February 8, 2021, 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 on February 8, 2021, and Quarterly
Reports on Form 10-Q, in each case, under the heading "Risk Factors," 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 periodic filings with the SEC, including
G Squared Ascend I's final prospectus for its initial public offering filed with the SEC on February 8, 2021. G Squared Ascend I's
SEC filings are available publicly on the SEC's website at www.sec.gov.
About Transfix
Transfix is a market-leading, next-generation
freight platform transforming the traditional and digital freight sector while bringing transparency, trust, and sustainability to the
transportation ecosystem. The company combines deep industry expertise and a world-class class carrier network with advanced technology.
The result? Competitive pricing, superior service and reliability, and an intelligent platform designed to optimize the supply chain
from start to finish. Today, some of the world's most recognized brands rely on Transfix's trusted carrier network. Transfix was named
one of Forbes' "Next Billion-Dollar Startups" and is headquartered in the heart of New York City. For more information,
visit www.transfix.io.
Investor Relations Contacts:
Emerson Verrier
VP of Finance & IR
Transfix
investors@transfix.io
Media Contact:
Chelsea Horn
Carve Communications
chelsea@carvecomms.com
SOURCE Transfix
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