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: May 9, 2022
PRNewswire
Transfix Drives Optimized Freight Procurement with Dynamic Solution
that Offers Real-Time Recommendations
May 9, 2022
–Applies nearly a decade of data and machine learning models
for shippers to make strategic decisions that balance cost, predictability, and service –
NEW YORK, May 9, 2022 /PRNewswire/ -- Transfix, Inc. ("Transfix"),
the Intelligent Freight Platform™, today announced the launch of a beta program for its new sourcing optimization tool. The solution
is designed to modernize the traditional freight procurement process by allowing shippers to calibrate carrier commitments and optimize
their freight spend. The tool predicts and prescribes a sourcing strategy based on historical and real-time data. This enables shippers
to procure capacity at an anticipated optimal rate with the highest expected reliability, and streamlines the sourcing process to days
instead of months. Transfix will unveil the tool tomorrow at the FreightWaves Future of Supply Chain Conference, with a live demo at 9AM
CT/10AM ET on the Rapid-Fire Demos stage.
“We’ve spent almost a decade working with some of the largest
brands understanding their networks and procurement process and we feel their pain – manual labor, overhead costs, tender rejections,
contract cancellations, and more,” said Jonathan Salama, Co-founder and CTO of Transfix. “After accumulating data on the market
and developing our machine learning models, we have the insights to help shippers run an effective procurement program that allows them
to build sustainable relationships with carriers in shifting market dynamics.”
Transfix’s new solution recommends the projected optimal procurement
scenario for specific lanes, based on a combination of data-driven factors.
The tool will recommend four purchasing options aligned to specific
lanes. These categories include:
| · | Existing Contract. Shippers have vetted these lanes, carriers are
familiar with the facilities, and Transfix’s model understands the rates are better than what shippers can get if they started a
new RFP. Transfix recommends shippers award these lanes to these carriers and not bid them out. |
| · | New Contract. Our solution analyzes lanes and looks at current carriers'
performance, volume of shipments, and market prices to package the lanes into a smaller RFP for shippers. |
| · | Spot. The system recommends the spot market for certain lanes. If
shippers don't run those lanes as frequently, turning to the spot market can yield the optimal price. |
| · | Dynamic Cost-Plus. While a traditional cost-plus program only uses
historical rates, Dynamic Cost-Plus uses a real-time, AI-predicted price. Transfix’s data-driven approach allows shippers to take
advantage of market volatility and not commit to an annual contract. This can benefit both shippers and carriers with lanes in seasonal
markets, and with sporadic volume allowing them to build sustainable relationships. |
Once shippers finalize their analysis and decide how to allocate their
shipments, they can execute the RFP directly from the tool. Every carrier will have the option to select their respective lanes, agree
to the contract, or bid on lanes.
Following the broader launch, shippers will be able to integrate the
solution into their existing TMS via API or execute their RFP directly from Transfix TMS, an end-to-end solution for shippers across the
shipment lifecycle — source, route, tender, track, and settle.
“This solution will continually evaluate new opportunities and
alert shippers when market conditions have shifted in their favor, prompting them to contract, re-price, or move to a Dynamic Cost-Plus
scenario,” added Salama. “Our goal is to calibrate shippers' transportation strategy to optimize service levels and spend
to ultimately remove any potential inefficiencies in freight.”
For more information visit Transfix.
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.
About Transfix
Transfix drives modern supply chain impact at scale with its Intelligent
Freight Platform™. By combining enterprise-grade, machine-learning technology with intuitive software and dedicated supply chain
experts, Transfix is enabling organizations to deliver with high performance and high reliability, drive long-term strategy and capacity
planning, take empty miles off the road, and optimize their networks, at scale. Today, Transfix connects shippers to 28,000+ carriers
with real-time, many-to-many freight matching and the visibility they need to make their supply chains more efficient and environmentally
responsible. Learn more at 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 Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 13,
2022, 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 with the SEC on February 8, 2021 and its Annual Report on
Form 10-K for the year ended December 31, 2021 filed with the SEC on April 13, 2022, 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 filings with the SEC. G Squared Ascend
I's SEC filings are available publicly on the SEC's website at www.sec.gov.
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