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 24, 2022
Freightvine
Lily Shen on the Freightvine Podcast
February 24, 2022
Dr. Chris Caplice
Hello and welcome to the Freightvine podcast,
your source for all things freight transportation. I'm Chris Caplice, Chief Scientist here at DAT Freight and Analytics, and today I'll
be talking with Lily Shen, CEO and President of Transfix. As most of you probably already know, Transfix is a transportation solutions
provider that empowers shippers and carriers to truckload, and now less than truckload, freight efficiently through digital brokerage.
Founded in 2013, Lilly joined Transfix in 2018 as COO, became the CEO in 2020. Prior to joining Transfix, Lily had several senior management
and marketing roles at different financial and other firms, to include eBay and IDEO. In our conversation, Lily and I will discuss exactly
what kind of company Transfix is, its culture, and how to maintain culture during a pandemic, as well as their plans to go public via
merger with G Squared Ascend in 2022. Following my conversation with Lily I'll be joined by Dr. Inam Yu to discuss the truckload market
update. So, let's get started. Welcome the Freightvine, Lily.
Lily Shen, CEO of Transfix
Thank you so much Chris. So excited to be here
with you and your audience.
Dr. Chris Caplice
Yeah, yeah, it looks like you're in sunny New
York. I wish I could say that. It's raining here in Boston. Not as nice weather as you guys have. So, what made someone, Lily, with marketing
experience at financial firms, working in general management at eBay, experience with IDEO, get into trucking? What was that path?
Lily Shen, CEO of Transfix
That's a great question, Chris. The way I think
about my career over the years has really been about simply bringing better experiences to customers. And whether that's through business
model innovation, technology innovation, service innovation, what I've really focused on is really improving the lives and creating opportunities,
right, providing people with better access, transparency, and trust globally. And if you think about it, that's a huge opportunity for
our space, for the world of freight. A couple of things that really got me excited about the opportunity to be here at Transfix, is actually
the market opportunity itself. If you think about the opportunity for technology data, an augmented with exceptional service, that is
a huge opportunity here. I think about the ways in which people will continue to do things manually and in very siloed ways, and the connectivity
just doesn't quite exist. And then you think about the impact that we have on the global economy, on consumers such as you and me, and
the workforce, right, everyone that is on the frontlines and also behind the scenes in making it all happen. And to have the opportunity
to drive change in a sector like this, and improving the lives of people, is really what excited me
Dr. Chris Caplice
Okay, so it's just thinking about it, your experience
at eBay. eBay is another two-way market, right? You have a bunch of sellers of things and buyers of things. What are the similarities
and differences you see between eBay and what Transfix does with the truckload, mainly a truckload market at this point, but you also
have LTL, as well? What are the similarities and differences?
Lily Shen, CEO of Transfix
So, I would say there are a number of similarities
and obviously some key differences. The similarities are the fact that you are democratizing access. So, you're bringing buyers and sellers
to the platform in the case of eBay, and you're bringing shippers and carriers to the platform in the case of Transfix. And you're providing
everyone with better access, better transparency, better insights and data to make better either, in the case of eBay consumer and business
decisions, but also in the case of Transfix really helping shippers. Helping shippers access capacity at all times, and hence the importance
of really building flexibility into the model, and then helping carriers better access freight based on their preferences. I would say
one of the key differences is obviously the end to end execution in the freight. So, you know, we partner very closely with our entire
network of carriers and we've built a virtual carrier network. By the end of the day, we're partnering with the carriers, and also drivers,
to be able to move the freight from point A to point B most reliably.
Dr. Chris Caplice
Yeah, no, that makes sense. The power relationship,
I would guess, in eBay is pretty equal between buyers and sellers because we're all individuals for the most part. Is the same power structure
with the shippers, the drivers, and the carriers, or do you think the power shifts between those entities?
Lily Shen, CEO of Transfix
Well, the reality is that power is constantly
shifting regardless of place. In the case of eBay, when you think about different verticals, depending on how nascent or mature the category
marketplace can be, that can shift. There might be more supply than demand, there might be more demand than supply, you have that dynamic.
I think that's the case with any marketplace. You're constantly bringing some level of equilibrium, although it's never going to be perfect,
during various times and those times can be really influenced by obviously demand, consumer demand. It could obviously be influenced by
weather, so you're constantly thinking through all those factors and, and driving a bit more equilibrium into the marketplace.
Dr. Chris Caplice
Well, do you think that Transfix helps stabilize
the market between those entities? Do you think that's one of the roles that Transfix or any intermediary has? What do you, what do you
think?
Lily Shen, CEO of Transfix
I would say we, we certainly strive to and I think
what's an important thing to note here, is that we're constantly striving to do that and drive that balance for our customers and for
our carriers. But obviously, as you know, you continue to scale depending on whether you're bringing on new lanes or executing in new
parts of the country. You're always you know, bringing in either more supply and demand to be able to do that. So, it's never perfect.
Dr. Chris Caplice
So, what surprised you the most coming into the
truckload industry besides that we don't have to deal with Beanie Babies and everything anymore on eBay? What was a big surprise?
Lily Shen, CEO of Transfix
A couple of things that really surprised me are,
truly how fragmented the industry is and how incredibly siloed it is, and therefore, how the systems are very disparate, and really don't
talk to each other. And I think that actually speaks to a huge opportunity, but also some of the challenges a lot of shippers face. And
being able to connect the dots and then therefore drive truly intelligent data and insights to make better business decisions, and in
the same vein for on the carrier side, they're still many are still doing things manually. Pen, paper, Post-its, whiteboards, and so you
know, the lack of, I would say, you know, truly modern interfaces and software that helps them really, whether start, grow, or scale their
businesses is much needed.
Dr. Chris Caplice
Where do you see the worst technological gaps:
is it on the shipper side or the carrier side? What do you think? Because I know when I when I was doing transportation business, the
90s and 2000s. We would have to FedEx diskettes to companies, and people, carriers would take it to their home, because they would have
a more a more modern computer at home than they had in their office to respond to these transportation bids. And I know it's gotten a
lot better since then. But what do you think, where's the biggest technology gap?
Lily Shen, CEO of Transfix
I would say in the middle.
Dr. Chris Caplice
In the middle?!
Lily Shen, CEO of Transfix
In the middle. But that's what we're building.
So I mean, if you think about it, you know, because it's so disparate from this shipper side, because it's so disparate on the carrier
side, therefore, the ability to bring that together is exactly what we're building in terms of the platform. Now, how you enhance that,
then comes in terms of the additional software capabilities you're providing to each side of the marketplace.
Dr. Chris Caplice
Yeah, yeah, that makes sense. That makes sense.
Let me ask a different question about Transfix. You're located in New York City, you're headquartered there. Does that help you or hurt
you? Because it's not a typical truckload transportation spot.
Lily Shen, CEO of Transfix
It's not a typical truckload transportation spot,
but New York is an incredible hub for very strong and diverse talent. You know, it is truly a melting pot. And this is for every function
across the organization. And some incredible tech companies have really started in New York, you think about Datadog, MongoDB, UiPath,
Etsy. They all started here in New York, and we've really established a very strong business and culture that's enabled our growth beyond
New York. We opened up an office in Atlanta last year, and that's accelerating, it's growing very, very quickly. And you know, we attract
and recruit talent from all over the country.
Dr. Chris Caplice
Well, how would you classify Transfix then? Are
you a technology company, a brokerage, a software company, a transportation company? Something new? What is Transfix?
Lily Shen, CEO of Transfix
Transfix is really a platform. I would say Chris,
it's all of the above. And I think that's an important distinction because we're bringing the best of automation, which means obviously,
the core marketplace, internal workflows, internal work tools, the data, the data science and machine learning algorithms we're building
that's really powering that. We're building the software products that live on top of that, and we're also integrating with key partners
across the ecosystem. And so, when you think about the broader ecosystem and our ability to truly build a tech enabled platform, that's
what we're doing.
Dr. Chris Caplice
And do you see as a platform will the shippers
and carriers plug into that, or do you see the platform extending out to take over say a TMS ,on the side of the shipper and FMS, a freight
management system, on site of the carrier, or do you want to still be that independent platform?
Lily Shen, CEO of Transfix
I would say a core principle for us is always
meeting the customers where they're at. So you know, if for example is shipper is on a TMS, we actually have integrations with various
TMS. If a shipper does not have a TMS we're building capability and providing that to the shippers make it far more easier for them. And
the same on the carrier side. So, you know, I think especially, you know, in a space like ours, where everyone is at a very different
place, it's important for us to meet everyone where they're at so we can really help them most quickly and work with them most strategically.
Dr. Chris Caplice
That makes sense, at DAT we try to do the same
thing. Do you try to move them up the technology ladder, or enable them to go up? So, if someone starts and they start maybe with just
email interface, and then maybe move into something else? Do you try to grow them in, to say an API connection? Or is that something that
you keep separate?
Lily Shen, CEO of Transfix
We're always thinking about new offerings to provide
and certainly if another offering is going to help, you know, bring them to the next level, we certainly introduce that and partner with
them to move them up to value chain.
Dr. Chris Caplice
And so how would you differentiate yourself from
some others in this space, such as Uber freight, Coyote, or more traditional brokerages like Coyote, C. H. Robinson, people coined the
phrase digital freight brokers, but that seems so binary to me. But where would you put yourself in that continuum? And how would you
differentiate?
Lily Shen, CEO of Transfix
I think, an important thing to know with Transfix
is that we really think about our platform and what we feel as the perfect combination of technology and people. So, we didn't start as
a technology company first, and then figure out the operations. Nor did we start as an operations execution company first and then build
the technology. From day one, we've always have been very, very thoughtful about how the two need to come together to truly build a platform
for scale. When you talk to shippers, and when you talk to customers and carriers, I would say, a lot of our differentiation comes in
not just the what we do, but the how we do it. I would say from a from a technology and data perspective, I mean, you know, I truly believe
in a data first strategy, and with focus on the customer. Our offerings are also enterprise grade. So, what we didn't do is you know,
build a mobile app that's transactionally, one off matching one load at a time, we truly think about things at an enterprise level at
a network level. So certainly, we're working with shippers, you know, who are primarily focused on their own supply chain, but we really
look at it in aggregate, and then provide management and matching capabilities for the carriers or on a network.
Dr. Chris Caplice
So, your comment that you made is really interesting
how you didn't come in just as a technology company, or just as an operations company. You came in with both feet in both fields, if you
will. A lot of people that I talk to, their ultimate goal is to create a bloodless brokerage, or to increase the amount of loads or shipments
that are handled that don't require a human touch, because that's what automation can do. Is that something that you see increasing, the
more things that are handled automatically, or does every transaction require a human touch, in your opinion?
Lily Shen, CEO of Transfix
I do not believe that everything will be 100%
automated.
Dr. Chris Caplice
The robots won't take over.
Lily Shen, CEO of Transfix
However, I can see over time, the areas of focus
and what people work on will continue to evolve, right? As automation continues, as digitalization continues, as the adoption upon software
continues, where people focus their energy and time can change. And that makes sense. I mean, if you think about other industries that
have gone through similar transformation, I mean, think about switchboard operators and how we're communicating these days. We think about
the ways in which people shopped, and how people are shopping these days. And I see a similar type of transformation. You know, over time
in our sector.
Dr. Chris Caplice
We did a quick study here at MIT and CTL to look
at the amount of loads being processed, as much as we could proxy for that, and the number of employees. And we didn't find a strong correlation
that the more digital advertised ones tended to have fewer employees, they tended to hire different employees. But the head counts didn't
seem to change too much between the traditional, let's work the phone kind of broker, and the more technical ones that just seemed they
weren't hiring people to work the phones, but they had more on the technology side. Do you have any sense of that? Do you see that changing,
that the headcount will go down or is it just a shifting?
Lily Shen, CEO of Transfix
I believe it's more of a shifting. Well, there's
two things I would say to that. With Transfix, one of the things that we are very cognizant of and, you know, we spend time thinking about
is, in fact, the automation that we're building with the platform. And, you know, if you look at our employee headcount growth over the
years, it hasn't skyrocketed, per se. But we're hiring in the right roles at the right time. And when you look at you know, our volume
per headcount, that's actually has actually increased over the years. So, and to me and to us that that speaks to the fact that the tech
is working. With that said, I think when you think about the organization and shifts, I mean, you know, one of the areas for example,
that we will in fact continue to invest in is sales and marketing. We have built an incredible organization across every part of the function.
We have an incredibly strong business that continues to grow. We have great momentum, and we want to accelerate that so for us, you know,
sales and marketing, and to continue to bring on great engineering talent is very tough.
Dr. Chris Caplice
Yeah. It's funny talking to carriers and shippers,
it's very much a relationship business still. But it's shifted over the last 30 years. When I started getting to this into the early 90s,
the relationship was dinners, sports things, sales guys went out there and just gave things away. But that's gone away, but it's more
of the relationship where you're trying to solve your customers problems. And so, it seems like a more focused relationship, but you're
right the human side hasn't gone away with this, which is surprising to some people, because so much has been so much automation has been
brought into the system.
Lily Shen, CEO of Transfix
But I completely agree with you. I think the solutions
orientation is incredibly important. Especially as a lot of shippers and carriers for that matter, are really leaning into, “Okay,
what does technology look like for the industry? What does technology look like for us?” And I think that's one of the ways in which
we've been able to prove ourselves to customers in terms of, not just our ability to execute, but the insights that we're able to provide
to help them, and new offerings as well.
Dr. Chris Caplice
Right, right. Right. So, one of the things that
Transfix has gotten into recently, I don't know the last year or, so is LTL is that fair? So, you know you're handling more LTL as well
as truckload? LTL is a very different market, especially now these days. It's crazy. How did that change things? Was that an easy transition,
an easy add, or did that require some more additional changes?
Lily Shen, CEO of Transfix
Yeah, I would say, we just we just launched LTL.
So we’re in early stages with it and you know, that's been because of asks from customers. So, as we've continued to grow our business
with existing customers and FTL, we've been asked as a matter of fact, when can you do what you do for us with FTL and LTL? When can you
do what you're doing for us in FTL and intermodal and drayage? And so, you know, mode expansion is definitely something that we are deeply
thinking about and plan to continue to expand.
Dr. Chris Caplice
You picked an interesting time to expand into
LTL; it's the tightest LTL market I've ever had. The joke used to be that LTL carriers had infinite capacity, and you had to protect them
from sweeping the dock and taking too much and now it's the first time that I've seen in 30 years, where they're refusing loads. It's
an interesting time. We'll see how long it lasts. We'll see how long it lasts. So, tell me some more about Transfix and its culture. Are
you all Yankees fans, now you're headquartered in New York?
Lily Shen, CEO of Transfix
We have a very spirited team with many favorite
leagues and teams across the country. So, I would say, people from our company come from, you know, different parts of the country, different
parts of the world, so I can't say everyone's a Yankees fan,
Dr. Chris Caplice
And that's good. That's good. I was gonna shut
the interview down. But two questions: you've probably heard a lot about the great resignation, where a lot of people have decided that
they they're going to switch and do something else. But people aren't talking about the flip side, which means hiring more people, because
a lot of companies who have to hire those people are expanding and growing as well. How are you able to maintain your culture, the Transfix
culture, or is that important? Is that not a challenge for you guys, when you have this influx of new employees?
Lily Shen, CEO of Transfix
I'm constantly thinking about our culture, and
I'm so proud of the culture that we have. I truly believe it is one of our greatest assets. We have a team that loves to win, that loves
to make people successful, that's highly collaborative, truly believes in teamwork, and delivering every day. That's actually one of our
values. And when we entered COVID, employee safety and culture were the first two things that came to mind for myself and all our executives.
And, you know, and not just maintaining the culture, but how do you continue to even strengthen the culture in a remote environment?
Dr. Chris Caplice
Because you've been you've been hiring people
over the last two years during pandemic. So how did your, I'm just curious, how did your hiring practices change during the pandemic versus
pre? Did you do still do, you didn't do in person interviews as much? Was it all Zoom interviews? Is that how you, or online? Did you
did you change anything; did you have more interviews? I'm just curious because we've struggled with this here at MIT when we interview
people, because you never really know you don't get that feel.
Lily Shen, CEO of Transfix
We definitely had to rely on Zoom and Google Meet.
Definitely less in person interviews, but you know, I would say what we look for in candidates, obviously there's functional expertise,
but the culture fit is a big part of it. And so, I wouldn't say we changed the number of interviews, per se. But I would say that we made
sure that because we're so collaborative, that interviewees and candidates were coming in, were meeting even more folks across different
functions, to ensure the continued collaboration of you know, kind of teamwork with those that we bring on.
Dr. Chris Caplice
It's so hard. I find it hard to interview for
culture or for fit. It's so easy to look at their resume, and asking questions about that. But it's a challenge to get that, especially
during the pandemic. Do you see anything staying the same post pandemic, assuming that it will go away, or are there any things you learned
during the pandemic, silver lines that you will continue post-pandemic?
Lily Shen, CEO of Transfix
I would say… hm. Things I learned during
the pandemic that will keep post pandemic?
Dr. Chris Caplice
Yeah, for example, just to give you time to think
about it. Are you going to go back to 100% in the office? Or are we ingrained now to have people work remote? Or is that a hot button
topic? You never know with different companies. Because we have, we're very bimodal here, there are some people who are chomping at the
bit at MIT to come back five days a week and there are other people who will be very happy never to drive to Cambridge again. And it's
very interesting to see how we can satisfy both ends of that population.
Lily Shen, CEO of Transfix
Yeah, you know, we've really taken a hybrid approach.
So, it hasn't been up one or the other. We've really thought about it by function, quite frankly. Yeah, certain function and comfort level,
quite frankly. And so, you know, as an example, our engineering team, we've decided to make engineering remote indefinitely. Yes, I would
say our operations team, that plan is to be in person again, but we currently have a hybrid situation where we're our office is open to
those who are comfortable coming in, and so that's great because there's still a meeting spot for folks to convene, come together, do
team meetings or huddles or, you know, just have conversations and see each other again. But at the same time, I think we've done a really
good job making sure that those who are remote are constantly in the fold, in the know of everything that's going on, regardless of where
you're working.
Dr. Chris Caplice
That's the challenge, isn't it? Is it an advantage
for them to be remote, or is it a disadvantage? I have a niece whose whole time at her company, she's been remote. She's never met anyone.
And so, the question is, is that a good thing? Or is that a bad thing to stay connected like that?
Lily Shen, CEO of Transfix
I think it's incredibly important to stay connected.
And I do think that staying connected means something different now than it did when everyone was in person, right? So obviously, at MIT,
like you're able to walk down the hall and see everyone, and so you know, some of the things that we designed over the course of last
couple years is a little bit of serendipity. So, coffee hours, for example, community groups, ERG groups, just opportunities for employees
to come together, you know, based on work that they're doing, or not. And I think it gives everyone an opportunity to get to know people
personally. So, I think just you know, designing for that is something that we've done an incredibly good job with.
Dr. Chris Caplice
Yeah, office design too, I'm thinking. Should
we go out to Hotelling right. If people are only going to come in two days a week, do they need an office by themselves? Is there ways
to change that? So, it's really, it's changing a lot of the culture. So, it's kind of interesting to see how it's playing out across the
different industries. Let me switch topics. So, the truckload market is changing dramatically over the last five or so years. Carriers
are more sophisticated, shippers and more sophisticated, platforms like yourself are in there and really adding a lot of sophistication.
What do you see in this changing market? Where do you see Transfix going forward? Is it changing? Do you see the mission changing? Or
do you see it staying the same?
Lily Shen, CEO of Transfix
Our mission has always been to provide a more
intelligent and sustainable freight platform for shippers and carriers, so our mission will not change. I actually think that the shifts
have been incredibly beneficial for the industry at large, and in 5-10 years, my hope is that every shipper and carrier only wants to
work with Transfix.
Dr. Chris Caplice
You're not going to work yourself out of a market.
So, the truckload market is kind of interesting because it's like an hourglass, right? There’re millions of shippers there's hundreds
of thousands of carriers, full truckload carriers, I think 110,000 new authorities just in 2021. And then in the middle are brokerages,
or intermediaries, 3PLs. And that's about 10,000. Do you see that getting tighter? Do you see consolidation in the platform side? Because
I don't see it in the shipper or the carrier. But I'm curious what your thoughts are.
Lily Shen, CEO of Transfix
Yeah, I do think that there's going to be more
consolidation as we move forward. You know, I do think that traditional brokerages have to figure out the technology sells for them in
order to continue to keep growing and to really provide the best solutions for those that they serve. So, you know, I do think there will
be more consolidation over time.
Dr. Chris Caplice
Okay. And hopefully, you'll be the one consolidating.
I read a recent blog on your website that admonishes shippers and carriers to quote, “stop focusing on the driver shortage and start
focusing on wasted miles.” I couldn't agree more. We've done analysis up here and we think it's an efficiency problem, not necessarily
a shortage problem. So how was Transfix focusing on this and trying to make it a more efficient market? Can you give us some details how
that works?
Lily Shen, CEO of Transfix
Absolutely. So, you know, I would start with our
network level approach, which I mentioned earlier. So, this is driving you know, increased utilization. It's also collecting preferences
for the carriers, helping them manage their fleets, right. And so we're actually able to access even more real time data, which is going
to reduce empty miles and help carriers and drivers and owners and operators really grow their businesses. And this is all enabled by
our machine learning platform. So, you know, when I talk about automation, it's in fact, all the steps of the process that we've automated,
but that's really been powered by our data platform. And so, our ability to understand carriers’ preferences, where they're at,
what they need, what their challenges are, and likewise on the shipper side, is going to enable just better utilization and keep the trucks
moving.
Dr. Chris Caplice
And so, the machine learning platform that you
have, the matching I assume that's there to match preferences on both sides. How has that evolved? Over the last several years? Have you
seen any surprises coming out of that? Because the thing about machine learning that's so fascinating is you get surprised by things because
it doesn't just rely on set parameters. Things can come up that that were surprising. Any things that have evolved in that platform over
the last couple of years?
Lily Shen, CEO of Transfix
I think one thing that we always knew was that
it's obviously highly complex. Sure, right. What people that I would say the data that is necessary, right, to drive that efficiency.
You have to be able to identify it, capture it, structure it, so, I mean, this is this is part of, I think any company that's really building
out the data science and machine learning capabilities, and I would say the sheer volume of factors and characteristics necessary, we
need it.
Dr. Chris Caplice
Absolutely. One of the challenges that we've had
with machine learning is to explain it to someone, because sometimes you come with a great solution. But then you say, “Well, why
did he come up with that?” And we've always has a challenge that we've had here at MIT and duty to explain why the model says a
certain thing. Is that something that you face or is that not as big of a problem?
Lily Shen, CEO of Transfix
I mean, we're constantly evaluating, right, you
know, we were constantly testing launching learning like you know, relearning and I think understanding. You know why the models work
and don't is a critical component and piece of that.
Dr. Chris Caplice
Okay, last question. Transfix made a splash in
Fall 2021, announcing a go-public plan with a special purpose acquisition company by G Squared. Is that something you can talk about,
that process? You haven't gone public yet. So, I know you are very, only certain things can be said, but tell us a little bit about what's
going on.
Lily Shen, CEO of Transfix
Yeah, I am so incredibly excited about this upcoming
transaction. As a company, we've had great momentum in the business. We've been able to grow volume revenue, gross profit margin, throughout
even some of the most volatile periods in the freight market. And this gives us the opportunity to accelerate our business, and with an
incredible partner. G Squared has actually been an investor in Transfix since 2019, they're incredible investors, they understand the
space deeply they've made other investments in the space and we have a great partnership together and they really believe in the long
term vision and mission of the company that we're building and have been incredible supporters.
Dr. Chris Caplice
Thanks so much for joining us, Lily.
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.
About G Squared
G Squared is a global venture
capital firm that partners with dynamic companies throughout their life cycles as a complete capital solutions provider, working to create
value for companies, investors, employees, and other stakeholders. The firm focuses on investments in growth-stage technology companies
and has invested in over 100 portfolio companies since it was founded in 2011. The firm's affiliate, G Squared Ascend I Inc. (“G
Squared Ascend I”), offers transformative private companies a path to public markets via SPAC. For more information on G Squared
and its portfolio, visit: www.gsquared.com. For more information on G Squared Ascend I, visit: www.gsquaredascend.com.
Media Contact
Chelsea Horn, Carve Communications for Transfix
chelsea@carvecomms.com
(210) 378-8580
Investor Contact
Investors@transfix.io
Important Information and Where to Find It
In connection with the proposed
business combination involving G Squared Ascend I and Transfix, Transfix Holdings, Inc. ("Transfix Holdings") has filed a registration
statement on Form S-4, as amended (the "Registration Statement") with the Securities and Exchange Commission (the "SEC").
The Registration Statement includes a proxy statement of G Squared Ascend I and a prospectus of Transfix Holdings. Additionally, G Squared
Ascend I and Transfix Holdings will file other relevant materials with the SEC in connection with the business combination. Copies may
be obtained free of charge at the SEC's website at www.sec.gov. Security holders of G Squared Ascend I are urged to read the proxy statement/prospectus
and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination
because they will contain important information about the business combination and the parties to the business combination and related
matters. The information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated
by reference into, and is not a part of, this communication.
Participants in the Solicitation
G Squared Ascend I and its directors
and officers may be deemed participants in the solicitation of proxies of G Squared Ascend I's stockholders in connection with the proposed
business combination. Transfix and its officers and directors may also be deemed participants in such solicitation. Security holders may
obtain more detailed information regarding the names, affiliations and interests of certain of G Squared Ascend I's executive officers
and directors in the solicitation by reading G Squared Ascend I's 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.
G Squared Ascend I (NYSE:GSQD)
Historical Stock Chart
From Jun 2024 to Jul 2024
G Squared Ascend I (NYSE:GSQD)
Historical Stock Chart
From Jul 2023 to Jul 2024