As filed with the Securities and Exchange Commission on December 9, 2022.

Registration No. 333-         ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Freightos Limited

(Exact name of registrant as specified in its charter)​

Technology Park Building 2
1 Derech Agudat Sport HaPo’el
Jerusalem, Israel 9695102
+972 (2) 538-4317

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies of all correspondence to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company   ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.   ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Freightos Limited may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED DECEMBER 9, 2022

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

GESHER I ACQUISITION CORP.

PROSPECTUS FOR UP TO 14,575,000 ORDINARY SHARES,
12,250,000 WARRANTS,
AND 12,250,000 ORDINARY SHARES UNDERLYING WARRANTS
OF
FREIGHTOS LIMITED

The Board of Directors of Gesher I Acquisition Corp. (the “Gesher Board”), a Cayman Islands exempted company limited by shares (“Gesher”), has approved the Business Combination Agreement (the “Business Combination Agreement”), dated as of May 31, 2022, by and among Gesher, Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company” or “Freightos”), Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos (“Merger Sub I”) and Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos (“Merger Sub II”). Pursuant to the Business Combination Agreement, (a) Merger Sub I will merge with and into Gesher (the “First Merger”), with Gesher surviving the First Merger as a wholly-owned subsidiary of Freightos (such company, as the surviving entity of the First Merger, the “Surviving Entity”), pursuant to the Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex C (the “First Plan of Merger”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Freightos (collectively, the “Business Combination”). The Business Combination and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Transactions.” The times at which the First Merger and the Second Merger become effective are sometimes referred to herein as the “First Effective Time” and “Second Effective Time,” respectively. The consummation of the Business Combination is herein referred to as the “Closing.”

Immediately prior to the First Merger, Freightos and its shareholders will engage in a recapitalization of its outstanding equity securities (the “Recapitalization”) so that the only outstanding equity securities of Freightos will be ordinary shares of Freightos, par value $0.00001 per share (the “Freightos Ordinary Shares”), and certain options to acquire Freightos Ordinary Shares that will remain outstanding following the Closing. To effect the Recapitalization, (i) each preferred share of Freightos (“Freightos Preferred Shares”) will automatically convert into Freightos Ordinary Shares in accordance with the Freightos organizational documents and (ii) immediately following such conversion, each then issued and outstanding Freightos Ordinary Share will automatically convert into such number of Freightos Ordinary Shares equal to the quotient obtained by dividing 39,000,000 by the sum of (A) the number of Freightos Ordinary Shares then issued and outstanding (including as a result of the aforementioned conversion of each Freightos Preferred Share) and (B) without duplication, the number of Freightos Ordinary Shares issuable upon the exercise of all options to acquire Freightos Ordinary Shares that either have vested prior to such time or are to vest pursuant to their terms on or prior to September 30, 2022 (which ratio is referred to as the “Conversion Ratio”). In connection with the Recapitalization, Freightos’ Amended and Restated Memorandum of Association, dated as of April 24, 2022 and Articles of Association, dated as of April 12, 2022 (together, the “Current Freightos Articles”) will be amended and restated in the form attached hereto as Annex B.

Immediately prior to the First Merger, the ordinary shares of Gesher, par value $0.0001 per share (“Gesher Ordinary Shares”), and the warrants of Gesher (“Gesher Warrants”) comprising each issued and outstanding unit of Gesher (“Gesher Unit”), consisting of one Gesher Ordinary Share and one-half of one Gesher Warrant, will be automatically detached (the “Unit Separation”) and the holder thereof will be deemed to hold one Gesher Ordinary Share and one-half of one Gesher Warrant. No fractional Gesher Warrants will be issued in connection with the Unit Separation such that if a holder of such Gesher Units would be entitled to receive a fractional Gesher Warrant upon such separation, the number of Gesher Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Gesher Warrants.

Pursuant to the Business Combination Agreement, at the First Effective Time, (i) each Gesher Ordinary Share issued and outstanding immediately prior to the First Merger (and after giving effect to the Unit Separation and any redemptions), will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Freightos Ordinary Share and (ii) each issued and outstanding Gesher Warrant will be assumed by Freightos and converted into a corresponding warrant exercisable for Freightos Ordinary Shares subject to substantially the same terms and conditions applicable to the Gesher Warrants (“Freightos Warrants”). At the Second Effective Time,

the sole share of Merger Sub II, par value $1.00, issued and outstanding immediately prior to the Second Effective Time shall continue to exist and constitute the only issued and outstanding share in the capital of Merger Sub II as the surviving entity of the Second Merger.

Gesher entered into a Forward Purchase Agreement, dated March 23, 2022 (as amended, the “Forward Purchase Agreement”), with M&G (ACS) Japan Equity Fund, as managed by M&G Investment Management Limited (“M&G”), pursuant to which M&G agreed to purchase 4,000,000 Gesher Units for an aggregate purchase price of $40,000,000 in connection with the acquisition of Freightos. The Forward Purchase Agreement also provides for M&G to provide up to an additional $10,000,000 of committed capital (the “FPA Backstop Commitment”) to Gesher in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments. In exchange for providing the FPA Backstop Commitment, M&G will receive (i) an additional amount of Gesher Ordinary Shares equal to the amount of the FPA Backstop Commitment drawn, divided by $10.00 (rounded up to the nearest whole number) and (ii) 500,000 Gesher Warrants. Effective as of October 3, 2022, M&G assigned certain of its rights and obligations under the Forward Purchase Agreement to its affiliate, The Prudential Assurance Company Limited (together with M&G, the “Forward Purchaser”), including with respect to M&G’s obligation to purchase the 4,000,000 Gesher Units in connection with the Business Combination, whereas M&G retained its rights and obligations under the Forward Purchase Agreement with respect to the FPA Backstop Commitment and certain voting and non-redemption commitments.

Gesher entered into a Backstop Subscription Agreement (the “Backstop Agreement”), dated April 14, 2022, with Composite Analysis Group, Inc. (the “Backstop Investor”), pursuant to which the Backstop Investor, subject to the terms of the Backstop Agreement, agreed to provide $10,000,000 of committed capital (the “Additional Backstop Commitment”) to Gesher in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments. In exchange for providing the Additional Backstop Commitment, Gesher will issue and sell to the Backstop Investor (i) 1,000,000 Gesher Ordinary Shares at a purchase price of $10.00 per share and (ii) 100,000 Gesher Warrants. The closing of the Additional Backstop Commitment, to the extent that it is drawn upon, will be on the same date and immediately prior to, or simultaneously with, the Closing.

Prior to the First Effective Time, Freightos and Gesher will enter into an assignment and assumption agreement, which will provide for the assignment, by Gesher, and assumption, by Freightos, of Gesher’s rights and obligations under the Forward Purchase Agreement and Backstop Agreement described above.

Concurrently with the execution of the Business Combination Agreement, Gesher, Freightos and Alshaffafia Trading W.L.L (the “PIPE Investor” and, together with the Forward Purchaser and the Backstop Investor, the “Private Placement Investors”), an affiliate of Qatar Airways Group Q.C.S.C. (“Qatar Airways”), entered into a PIPE Subscription Agreement (the “PIPE Agreement”) pursuant to which the PIPE Investor committed to subscribe for and purchase Freightos Ordinary Shares at $10.00 per share for an aggregate purchase price of $10,000,000 (the “PIPE Financing”) immediately prior to the Closing. Each of the PIPE Investor and Qatar Airways is a shareholder of Freightos.

It is anticipated that, upon completion of the Business Combination, Gesher’s shareholders (excluding Gesher I Sponsor LLC (the “Sponsor”), EarlyBird Capital, Inc. (“EarlyBird”) and a Gesher anchor investor) will own approximately 19.6%, the Sponsor, EarlyBird and a Gesher anchor investor will own approximately 5.2%, the Private Placement Investors will own approximately 8.5% (excluding membership interests of the Sponsor held by the Forward Purchaser entitling the Forward Purchaser to receive 100,000 Founder Shares) and Freightos’ existing shareholders will own approximately 66.6%, in each case, of the outstanding Freightos Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of Gesher’s existing shareholders exercise their redemption rights in connection with the Business Combination. If any of Gesher’s shareholders exercise their redemption rights, or any of the other assumptions underlying these percentages become inaccurate, these percentages may vary from the amounts shown above.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/​prospectus will be presented at the extraordinary general meeting of Gesher shareholders scheduled to be held on [•] in virtual format. For the purposes of the Gesher Articles, the physical place of the meeting shall be at [•].

Although Freightos is not currently a public reporting company, following the effectiveness of the registration statement, of which this proxy statement/prospectus is a part, and the closing of the Transactions, Freightos will become subject to the reporting requirements of the Exchange Act (as defined below). Freightos intends to apply for listing of the Freightos Ordinary Shares and Freightos Warrants on The Nasdaq Stock Market LLC (“Nasdaq”) under the proposed symbols “CRGO” and “CRGOW,” respectively, to be effective at the Closing. It is a condition of the consummation of the Transactions that the Freightos Ordinary Shares and Freightos Warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Freightos’ securities will be listed on Nasdaq or that a viable and active trading market will develop.

If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties. See “Risk Factors” beginning on page 28 for more information.

Freightos is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and it is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public reporting companies.

Freightos is also a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Freightos’ officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Freightos will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Gesher shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Gesher shareholders, including Gesher shareholders’ right to redeem their public shares for a pro rata portion of the cash held in Gesher’s trust account in connection with the Business Combination. See “Questions and Answers About the Business Combination and the Extraordinary General Meeting” for additional detail regarding the redemption process. We encourage you to read the entire accompanying proxy statement/​prospectus, including the annexes, the accompanying financial statements and the other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2022, and is first being mailed to Gesher shareholders on or about [•], 2022.

 

Notice of Extraordinary General Meeting
Gesher I Acquisition Corp.
To Be Held on [•], 2022

TO THE SHAREHOLDERS OF GESHER I ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Gesher, will be held at [•] on [•], 2022 (the “extraordinary general meeting”). The extraordinary general meeting will be a virtual meeting. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting [•]. You will not be able to attend the extraordinary general meeting in person. For the purposes of the Gesher Articles, the physical place of the meeting shall be at [•]. The extraordinary general meeting will be held for the following purposes:

1.

Proposal One — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution under Cayman Islands law, a proposal to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination, whereby Merger Sub I will merge with and into Gesher, with Gesher surviving the First Merger as a wholly-owned subsidiary of Freightos, and immediately following the First Merger and as part of the same overall transaction, Gesher (as the surviving entity of the First Merger), will merge with and into Merger Sub II, with Merger Sub II surviving the merger as a wholly-owned subsidiary of Freightos (the “Business Combination Proposal”);

​

2.

Proposal Two — The Merger Proposal — to consider and vote upon, as a special resolution under Cayman Islands law, a proposal to approve and adopt the First Plan of Merger (the “Merger Proposal”); and

​

3.

Proposal Three — The Charter Proposal — to consider and vote upon, as a special resolution under Cayman Islands law, a proposal to approve and adopt the Amended and Restated Memorandum and Articles of Association of Freightos Limited (the “Freightos A&R Articles”), to be effective as of the Closing, attached as Annex B to this proxy statement/prospectus.

​

4.

Proposal Four — The Adjournment Proposal —  to consider and vote upon, as an ordinary resolution under Cayman Islands law, a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt one or more proposals presented to shareholders for a vote (the “Adjournment Proposal”).

​

We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The items of business listed above are more fully described elsewhere in the accompanying proxy statement/​prospectus. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the accompanying proxy statement/prospectus in its entirety, including the annexes, the accompanying financial statements and the other documents referred to therein, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Gesher Ordinary Shares or preference shares of Gesher, par value $0.0001 per share (“Gesher Preference Shares” and together with Gesher Ordinary Shares, “Gesher Shares”) at the close of business on [•], 2022 (the “Record Date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, the Gesher Board has determined that each of the proposals listed is in the best interests of Gesher and recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of the Gesher Board, you should keep in mind that Gesher’s directors, officers and advisors may have interests in the Business Combination that

 

 

conflict with, or are different from, your interests as a shareholder of Gesher. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

The Closing is conditioned on approval of the Business Combination Proposal and the Merger Proposal by Gesher’s shareholders. If any of these proposals is not approved and the applicable closing condition in the Business Combination Agreement is not waived, the other proposals will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

To ensure your representation at the extraordinary general meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Gesher Shares on the Record Date, you may also cast your vote at the extraordinary general meeting. If your Gesher Shares are held in an account at a brokerage firm or bank or by another nominee (referred to as being held in “street name”), you must instruct your broker, bank or other nominee on how to vote your shares or, if you wish to attend the extraordinary general meeting, obtain a proxy from your broker, bank or other nominee.

A complete list of Gesher shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Gesher for inspection by shareholders during business hours for any purpose germane to the extraordinary general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting virtually or not, please complete, sign, date, and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting Gesher Shares, please contact [•]. Questions can also be sent by email to [•]. This notice of extraordinary general meeting and the proxy statement/​prospectus relating to the Business Combination will be available at [•].

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

[•]

[•], 2022

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS OF PUBLIC SHARES, EXCLUDING THE SPONSOR, GESHER’S OFFICERS AND DIRECTORS TO THE EXTENT THAT THEY HOLD SUCH SHARES AND THE FORWARD PURCHASER WITH RESPECT TO 990,000 PUBLIC SHARES (THE “GESHER PUBLIC SHAREHOLDERS”), HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. GESHER PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY GESHER PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, GESHER’S TRANSFER AGENT, NO LATER THAN 5:00 P.M., EASTERN TIME, TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING

 

 

YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF GESHER SHAREHOLDERS — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

 

TABLE OF CONTENTS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”), by Freightos, constitutes a prospectus of Freightos under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Freightos Ordinary Shares to be issued to Gesher shareholders in connection with the Business Combination, as well as the warrants to acquire Freightos Ordinary Shares to be issued to Gesher warrant holders and the Freightos Ordinary Shares underlying such warrants. This document also constitutes a proxy statement of Gesher under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of Gesher shareholders to consider and vote upon the proposals to adopt the Business Combination Agreement, to adopt the First Plan of Merger, and to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt one or more proposals presented to shareholders for a vote.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/​prospectus to the terms “Freightos” and the “Company” refer to Freightos Limited, a limited company incorporated and existing under the laws of Hong Kong, including its subsidiaries, through May 27, 2022, and to Freightos Limited, a Cayman Islands exempted company limited by shares, including its subsidiaries, after May 27, 2022. All references in this proxy statement/prospectus to “Gesher” refer to Gesher I Acquisition Corp.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Freightos’ industry and the regions in which it operates, including Freightos’ general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts, which Freightos believes to be reliable based upon its management’s knowledge of the industry. Freightos has not independently verified the accuracy and completeness of such third-party information to the extent included in this proxy statement/prospectus. Such assumptions and estimates of Freightos’ future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Freightos’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/​prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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SELECTED DEFINITIONS

“2022 LTIP” means the Freightos Limited 2022 Long-Term Incentive Plan.

“Additional Backstop Commitment” means the $10,000,000 that the Backstop Investor agreed to invest in Gesher, pursuant to the terms of the Backstop Agreement, in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments.

“Ancillary Documents” means the Forward Purchase Agreement, the Backstop Agreement, the PIPE Agreement, the Lock-Up Agreements, the Support Agreements, the Registration Rights Agreements, the Warrant Amendment, the First Plan of Merger, the Freightos A&R Articles, the 2022 LTIP and any other agreements, documents or certificates executed or to be executed in connection with the Transactions.

“Backstop Investor” means Composite Analysis Group, Inc.

“Business Combination Agreement” means the Business Combination Agreement, dated as of May 31, 2022, by and among Gesher, Freightos, Freightos Merger Sub I and Freightos Merger Sub II.

“Buyers” means purchasers of logistics services, such as freight forwarders and importers/exporters.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time.

“Conversion Ratio” means the quotient obtained by dividing 39,000,000 by the sum of (A) the number of Freightos Ordinary Shares then issued and outstanding (including as a result of the conversion of each Freightos Preferred Share into Freightos Ordinary Shares as part of the Recapitalization) and (B) without duplication, the number of Freightos Ordinary Shares issuable upon the exercise of all options to acquire Freightos Ordinary Shares that either have vested prior to such time or are to vest pursuant to their terms on or prior to September 30, 2022.

“Current Freightos Articles” means the Amended and Restated Memorandum of Association of Freightos Limited, dated as of April 24, 2022 and the Articles of Association of Freightos Limited, dated as of April 12, 2022.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

“EarlyBird” means EarlyBird Capital, Inc., which served as the representative of the underwriters in the Gesher IPO.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Merger” means the merger of Merger Sub I with and into Gesher, with Gesher as the surviving entity.

“First Plan of Merger” means the plan of merger pursuant to which the First Merger will occur, and copy of which is attached hereto as Annex C.

“Founder Shares” means the 2,875,000 ordinary shares of Gesher currently held by the initial shareholders of Gesher (or transferees thereof).

“Forward Purchaser” means M&G (ACS) Japan Equity Fund, as managed by M&G Investment Management Limited, and The Prudential Assurance Company Limited, as applicable pursuant to their respective rights and obligations under the Forward Purchase Agreement.

“FPA Backstop Commitment” means the amount up to $10,000,000 that the Forward Purchaser agreed to invest in Gesher, pursuant to the terms of the Forward Purchase Agreement, in the event that, as

 

2

 

of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments.

“Freightos” means Freightos HK, including its subsidiaries, through May 27, 2022, and Freightos Limited, a Cayman Islands exempted company limited by shares, including its subsidiaries, after May 27, 2022.

“Freightos A&R Articles” means the Amended and Restated Memorandum and Articles of Association of Freightos Limited, to be effective as of the Closing, attached as Annex B to this proxy statement/​prospectus.

“Freightos Board” means the board of directors of Freightos.

“Freightos HK” means Freightos Limited, a limited company incorporated and existing under the laws of Hong Kong.

“Freightos Ordinary Shares” means each ordinary share of Freightos, par value $0.00001 per share.

“Freightos Registration Rights Agreement” means the Registration Rights Agreement that Freightos will enter into on or prior to the Closing pursuant to which Freightos will grant certain registration rights to certain Freightos shareholders with respect to the Freightos Ordinary Shares.

“Freightos Stock Plan” means the Tradeos Ltd. 2012 Global Incentive Option Scheme, as amended and/or restated from time to time.

“Freightos Warrant” means a warrant to purchase one Freightos Ordinary Share.

“GAAP” means accounting principles generally accepted in the United States of America.

“Gesher” means Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares.

“Gesher Articles” means the Amended and Restated Memorandum and Articles of Association of Gesher.

“Gesher Board” means the board of directors of Gesher.

“Gesher IPO” or the “IPO” means the initial public offering of Gesher Units pursuant to the IPO Prospectus.

“Gesher Ordinary Shares” means the ordinary shares of Gesher, par value $0.0001 per share.

“Gesher Preference Shares” means the preference shares of Gesher, par value $0.0001 per share.

“Gesher Public Shareholders” means holders of Public Shares.

“Gesher Registration Rights Agreement” means Gesher’s Registration Rights Agreement, dated as of October 12, 2021, which will be amended on or prior to the Closing to provide that Freightos will assume the obligations of Gesher under such Gesher Registration Rights Agreement, and, among other things, to reflect Freightos Ordinary Shares and Freightos Warrants instead of Gesher Ordinary Shares and Gesher Warrants.

“Gesher Shares” means Gesher Ordinary Shares and Gesher Preference Shares.

“Gesher Units” means the units issued by Gesher in the Gesher IPO and the exercise of the underwriters’ overallotment option, each consisting of one Gesher Ordinary Share and one-half of a Gesher Warrant.

“Gesher Warrants” means all outstanding and unexercised warrants issued by Gesher to acquire Gesher Ordinary Shares.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board, as in effect from time to time.

“Investors’ Rights Agreement” means the Investors’ Rights Agreement, dated as of May 27, 2022 (as may be amended, restated, supplemented or otherwise modified from time to time), by and among Freightos and certain Freightos Shareholders.

 

3

 

“IPO Prospectus” means the final prospectus of Gesher, dated as of October 12, 2021, and filed with the SEC on October 13, 2021 (File No. 333-259253).

“Lock-Up Agreements” means the Freightos Lock-Up Agreements and Sponsor Lock-Up Agreements entered into by certain shareholders of Freightos and certain members of the Sponsor, as applicable, concurrently with the execution of the Business Combination Agreement.

“Merger Sub I” means Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos.

“Merger Sub II” means Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Original Projections” means the financial projections prepared by the management of Freightos which were delivered to Gesher in May 2022 in connection with the proposed Business Combination.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE Financing” means the purchase of 1,000,000 Freightos Ordinary Shares for the aggregate purchase price of $10,000,000 at a price per share equal to $10.00, pursuant to the PIPE Agreement with the PIPE Investor, such purchase to be consummated immediately prior to the consummation of the Business Combination.

“PIPE Investor” means Alshaffafia Trading W.L.L, an affiliate of Qatar Airways Group Q.C.S.C., each of whom are existing shareholders of Freightos.

“PIPE Agreement” means the subscription agreement entered into by the PIPE Investor, pursuant to which the PIPE Investor committed to purchase an aggregate of 1,000,000 Freightos Ordinary Shares at a purchase price per share of $10.00.

“Private Placement Investors” means the Forward Purchaser, the Backstop Investor and the PIPE Investor.

“Private Placements” means the transactions contemplated by the PIPE Agreement, the Forward Purchase Agreement and the Backstop Agreement.

“Private Warrants” means the 5,000,000 Gesher Warrants issued in a private placement to the Sponsor and EarlyBird and its designees at an offering price of $1.00 per Private Warrant.

“Public Shares” means the 11,500,000 Gesher Ordinary Shares included in the Gesher Units issued to Gesher Public Shareholders in the Gesher IPO (including 1,500,000 Gesher Ordinary Shares pursuant to the underwriters’ over-allotment option).

“Public Warrants” means the 5,750,000 public warrants directly underlying the Gesher Units, with each whole warrant exercisable to purchase one Gesher Ordinary Share.

“Recapitalization” means the recapitalization of Freightos outstanding equity securities to occur immediately prior to the First Merger, so that the only outstanding equity securities of Freightos will be Freightos Ordinary Shares and certain options to acquire Freightos Ordinary Shares following the Closing. To effect the Recapitalization, (1) each Freightos Preferred Share will automatically convert into Freightos Ordinary Shares in accordance with the Freightos organizational documents, and (2) immediately following such conversion, each then issued and outstanding Freightos Ordinary Share will automatically convert into such number of Freightos Ordinary Shares equal to the Conversion Ratio.

“Registration Rights Agreements” means, collectively, the Freightos Registration Rights Agreement and the Gesher Registration Rights Agreement.

“Regulation FD” means the SEC regulation promulgated under the Exchange Act that prohibits companies from selectively disclosing material nonpublic information to analysts, institutional investors and others without concurrently making widespread public disclosure.

 

4

 

“Record Date” means [•], 2022.

“Representative Shares” means the 200,000 Gesher Ordinary Shares issued by Gesher to EarlyBird and its designees in February 2021.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means sellers of logistics, services such as carriers and freight forwarders

“SPAC” means a special purpose acquisition company formed for the sole purpose of raising investment capital through an initial public offering.

“Sponsor” means Gesher I Sponsor LLC, a Delaware limited liability company. Ezra Gardner and Omri Cherni are managing members of Sponsor.

“Transactions” means the transactions contemplated by the Business Combination Agreement.

“Trust Account” means the trust account established by Gesher upon the consummation of the Gesher IPO.

“Updated Projections” means the revised financial projections prepared by the management of Freightos in connection with the proposed Business Combination in October 2022.

“Warrant Agreement” means the warrant agreement dated as of October 12, 2021, between Continental Stock Transfer & Trust Company, as warrant agent, and Gesher.

“Warrant Amendment” means the first amendment to the Warrant Agreement on or prior to the closing to provide that Freightos will assume the obligations of Gesher under such Warrant Agreement, and, among other things, to reflect that each former Gesher Warrant will be exercisable for one Freightos Ordinary Share.

 

5

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination and the extraordinary general meeting, including the proposals to be presented at the extraordinary general meeting. The following questions and answers do not include all the information that may be important to Gesher shareholders. Gesher shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the extraordinary general meeting.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

Gesher and Freightos have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Gesher encourages its shareholders to read it in its entirety. Gesher’s shareholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub I to be merged with and into Gesher with Gesher being the surviving corporation in the Business Combination and becoming a wholly-owned subsidiary of Freightos, and the other Transactions contemplated by the Business Combination Agreement. See the section titled “Proposal One — The Business Combination Proposal.”

​

Q:

Are there any other matters being presented to shareholders at the meeting?

​

A:

Yes. In addition to voting on the Business Combination Proposal, the shareholders of Gesher will vote on the following proposals:

​

•

To consider and vote upon, as a special resolution under Cayman Islands law, a proposal to approve and authorize the First Plan of Merger. See the section of this proxy statement/prospectus titled “Proposal Two — The Merger Proposal.”

​

•

To consider and vote upon, as a special resolution under Cayman Islands law, a proposal to approve and adopt the Freightos A&R Articles, to be effective as of the Closing, attached as Annex B to this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “Proposal Three — The Charter Proposal.”

​

•

To consider and vote upon, as an ordinary resolution under Cayman Islands law, a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt one or more proposals presented to shareholders for a vote. See the section of this proxy statement/prospectus titled “Proposal Four — The Adjournment Proposal.”

​

Gesher will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Gesher shareholders should read it carefully.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:

Why is Gesher providing shareholders with the opportunity to vote on the Business Combination?

​

A:

Pursuant to the Gesher Articles, the approval by a vote of a simple majority of Gesher’s shareholders entitled to vote in person or by proxy at a general meeting is required for a business combination involving Gesher and a business or entity of a certain fair market value. Due to the nature of the First Merger and the Business Combination, Gesher is providing its shareholders with the opportunity to vote on the Business Combination.

​

 

6

 

Q:

What will happen to Gesher’s securities in the Business Combination?

​

A:

At the First Effective Time, each Gesher Share issued and outstanding immediately prior to the First Effective Time (after giving effect to any redemptions of Gesher Ordinary Shares), other than (i) Gesher Shares owned by Gesher or any of its subsidiaries, or (ii) Gesher Shares that are issued and outstanding and owned directly or indirectly by Freightos, Merger Sub I or Merger Sub II immediately prior to the First Effective Time, will be converted into and will for all purposes represent the right to receive an equal number of Freightos Ordinary Shares. Each Gesher Ordinary Share issued and outstanding immediately prior to the First Merger and each Gesher Ordinary Share in respect of which the holder thereof has validly exercised such holder’s redemption right will be automatically cancelled and cease to exist upon such conversion or redemption, as applicable.

​

Q:

What will happen to Gesher’s warrants in the Business Combination?

​

A:

In connection with the Business Combination, Freightos, Gesher, and Continental Stock Transfer & Trust Company, the warrant agent under the Warrant Agreement, will enter into the Warrant Amendment, pursuant to which Gesher will assign to Freightos all of its rights, interests and obligations in and under the Warrant Agreement, and which causes each outstanding Gesher Warrant to be converted into a Freightos Warrant that represents the right to receive, from and after the closing of the Transactions, the same number of Freightos Ordinary Shares on the same terms as the Gesher Warrant being assumed pursuant to the terms of the Warrant Amendment.

​

Q:

Why is Gesher proposing the Business Combination?

​

A:

Gesher was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

​

On October 12, 2021, Gesher consummated the Gesher IPO of 10,000,000 Gesher Units and, on October 21, 2021, sold an additional 1,500,000 Gesher Units upon the exercise by EarlyBird of its over-allotment option in full, in each case at an offering price of $10.00 per Gesher Unit, generating total gross proceeds of $115,000,000. Simultaneously with the consummation of the IPO, Gesher consummated the private placement of 4,550,000 Private Warrants and, simultaneously with the consummation of the sale of the Gesher Units pursuant to EarlyBird’s exercise of its over-allotment option, sold an additional 450,000 Private Warrants, in each case at an offering price of $1.00 per Private Warrant, generating total gross proceeds of $5,000,000. Following the closing of the Gesher IPO and EarlyBird’s exercise of the over-allotment option in full, an amount equal to $116,150,000 ($10.10 per Gesher Unit) from the net proceeds of the sale of the Gesher Units in the Gesher IPO and the Private Warrants was deposited into the Trust Account. Since the Gesher IPO, Gesher’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations by Gesher of Freightos and the industry in which Freightos operates, including the financial and other information provided by Freightos in the course of Gesher’s due diligence investigations, the Gesher Board believes that the Business Combination with Freightos is in the best interests of Gesher and presents an opportunity to increase shareholder value. See the section titled “Proposal One — The Business Combination Proposal — The Gesher Board’s Reasons for the Approval of the Business Combination and the Recommendation of the Board of Directors.”

Q:

Did the Gesher Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

Yes. Gesher retained Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) to provide an opinion to the Gesher Board as to whether, after giving effect to the Freightos Ordinary Shares being issued in the First Merger, the Conversion Ratio provided for in the Recapitalization pursuant to the Business Combination Agreement was fair to Gesher from a financial point of view. Houlihan Lokey delivered its opinion to Gesher on May 31, 2022 to the effect that, as of such date and based on and subject to the assumptions, limitations, qualifications and other matters described therein, after giving effect to the Freightos Ordinary Shares being issued in the First Merger, the Conversion Ratio provided for in the Recapitalization pursuant to the Business Combination Agreement was fair to Gesher from a financial point of view. The full text of Houlihan Lokey’s written opinion is attached as Annex D to this proxy

​

 

7

 

statement/prospectus. See the section of this proxy statement/prospectus entitled “Proposal One — The Business Combination Proposal — Opinion of Houlihan Lokey to Gesher Board”.

Q:

Do I have redemption rights?

​

A:

If you are a holder of Public Shares, you have the right to demand that Gesher redeem such Public Shares for a pro rata portion of the cash held in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. Under the Gesher Articles, the Business Combination may not be consummated if Gesher has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Gesher Ordinary Shares properly demanded to be redeemed by holders of Gesher Ordinary Shares.

​

Q:

Will how I vote affect my ability to exercise redemption rights?

​

A:

No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the record date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Gesher Ordinary Shares or Gesher Preference Shares on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

​

Q:

How do I exercise my redemption rights?

​

A:

A Gesher Public Shareholder, except for the Sponsor, Gesher’s officers and directors, and the Forward Purchaser with respect to 990,000 Gesher Ordinary Shares, may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a Gesher Public Shareholder on the record date. If you are a Gesher Public Shareholder and wish to exercise your redemption rights, you must (i) submit your redemption request, which includes the name of the beneficial owner of the shares to be redeemed, in writing to Continental Stock Transfer & Trust Company, Gesher’s transfer agent, and (ii) deliver your shares, either physically or electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) system, to Gesher’s transfer agent no later than 5:00 p.m. Eastern time on [•], 2022 (two (2) business days prior to the extraordinary general meeting). Any Gesher Public Shareholder seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $[•] per share, as of the record date), less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

​

Any request for redemption, once made by a Gesher Public Shareholder, may not be withdrawn once submitted to Gesher unless the Gesher Board determines (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you submit your written redemption request and deliver your shares to Gesher’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Gesher’s transfer agent return the shares (physically or electronically). You may make such request by contacting Gesher’s transfer agent at the address listed at the end of this section. However, as noted, the Gesher Board may elect not to accept such withdrawal request.

Any written demand of redemption rights must be received by Gesher’s transfer agent no later than 5:00 p.m., Eastern time on [•], 2022 (two (2) business days prior to the extraordinary general meeting). No demand for redemption will be honored unless the holder’s written redemption request and shares have been delivered (either physically or electronically) to the transfer agent.

Exercise of your redemption rights with respect to your shares will not result in either the exercise or loss of any of the warrants you may hold. Your warrants will continue to be outstanding following a redemption of your shares and will become exercisable in connection with the completion of the Business Combination, or, absent the completion of the Business Combination and the liquidation of the Trust

 

8

 

Account, expire in accordance with their terms. The holders of Gesher Warrants (whether traded as part of a Gesher Unit or individually) have no redemption rights with respect to such securities. Assuming the Maximum Redemption Scenario and based on a closing market price of $[•] per Public Warrant on [•], 2022, the aggregate value of the Public Warrants that may be retained by redeeming Gesher shareholders, after redeeming their shares, would be approximately $[•] million. As a result of redemptions, the trading market for the Freightos’ ordinary shares may be less liquid than the market for Gesher’s securities prior to consummation of the Business Combination, and Freightos may not be able to meet the listing standards for the Nasdaq or another national securities exchange.

Q.

If I am a Gesher warrant holder, can I exercise redemption rights with respect to my Gesher Warrants?

​

A:

No. The holders of Gesher Warrants (whether traded as part of a Gesher Unit or individually) have no redemption rights with respect to such securities.

​

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

​

A:

No. None of the shareholders, unit holders or warrant holders have appraisal rights in connection with the Business Combination under the Companies Act.

​

Q:

What will be the relative equity stakes of Gesher Shareholders, the Sponsors, the Private Placement Investors and Freightos existing shareholders in Freightos upon completion of the Business Combination?

​

A:

Upon consummation of the Business Combination, Freightos will become a new public company and Gesher will have been merged out of existence. The former securityholders of Gesher will become securityholders of Freightos.

​

Upon consummation of the Business Combination, the post-closing share ownership of Freightos under each redemption scenario set forth below, excluding the dilutive impact of Freightos Warrants to be issued to the Private Placement Investors, Public Warrants, Private Warrants, Freightos Warrants issuable upon conversion of the working capital loans from the Sponsor, Freightos Ordinary Shares issuable under the 2022 LTIP, and vested, unvested and unallocated shares and unexercised options held by existing Freightos shareholders (collectively, the “Additional Dilution Sources”), would be as follows:

The potential dilutive effect of the Additional Dilution Sources under each redemption scenario set forth below is presented in the following table:

 

9

 

The Additional Dilution Sources under each redemption scenario, as described above, have no effect on pro forma loss per share for the six months ended June 30, 2022 or the year ended December 31, 2021. For more information related to pro forma loss per share, please see the section titled, “Unaudited Historical Comparative And Pro Forma Combined Comparative Per Share Data Of Gesher And Freightos”.

The deferred underwriting commissions incurred in connection with the Gesher IPO under each redemption scenario set forth below are presented in the following table:

(1)

Excludes membership interests of the Sponsor held by the Forward Purchaser entitling the Forward Purchaser to receive 100,000 Founder Shares.

​

(2)

Assumes no exercise of redemption rights by Gesher Public Shareholders; reflects the issuance of 5,000,000 Freightos Ordinary Shares for $50,000,000 in connection with the Private Placements (and further assumes that neither the FPA Backstop Commitment nor the Additional Backstop Commitment is drawn) (the “No Redemption Scenario”).

​

(3)

Assumes Gesher Public Shareholders exercise their redemption rights with respect to 5,255,000 Gesher Ordinary Shares for approximately $52.6 million of funds in the Trust Account (excluding the redemption of 990,000 Gesher Ordinary Shares that the Forward Purchaser committed not to redeem); reflects the issuance of 6,000,000 Freightos Ordinary Shares for $60,000,000 in connection with the Private Placements (and further assumes that the Additional Backstop Commitment, but not the FPA Backstop Commitment, is drawn) (the “Interim Redemption Scenario”).

​

(4)

Assumes Gesher Public Shareholders exercise their redemption rights with respect to 10,510,000 Gesher Ordinary Shares for approximately $106 million of funds in the Trust Account (excluding the redemption of 990,000 Gesher Ordinary Shares that the Forward Purchaser committed not to redeem); reflects the issuance of 7,000,000 Freightos Ordinary Shares for $70,000,000 in connection with the Private Placements (and further assumes that the full amounts of the FPA Backstop Commitment and the Additional Backstop Commitment are drawn) (the “Maximum Redemption Scenario”).

​

(5)

Represents up to 1,500,000 warrants to acquire Gesher Ordinary Shares converted from up to $1,500,000 of loans provided by the Sponsor to Gesher at a price of $1.00 per warrant, each of which may be exercised at a price of $11.50 per Freightos Ordinary Share (subject to adjustment), in accordance with their terms described elsewhere in this proxy statement/prospectus. As of August 31, 2022, Gesher had $1,264,945 in working capital loans from the Sponsor.

​

 

10

 

(6)

Represents the 500,000 Freightos Ordinary shares issuable pursuant to awards granted under the 2022 LTIP as of October 31, 2022.

​

(7)

Represents (a) 2,437,284 shares issuable upon the exercise of employee stock options vested as of September 30, 2022; (b) 2,785,963 shares issuable upon the exercise of employees stock options that have not yet vested as of September 30, 2022; and (c) 1,475,337 shares issuable upon the exercise of stock options that are expected to be granted after September 30, 2022; and (d) an aggregate of 1,635,446 shares issuable to (i) the seller of an acquired company as an earnout payment, (ii) major airlines in connection with certain commercial transactions and (iii) the seller of certain technology assets.

​

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

The net proceeds of the Gesher IPO, together with a portion of the gross proceeds from the sale of the warrants in a private placement to the Sponsor and EarlyBird, that were placed in the Trust Account immediately following the Gesher IPO was equal in the aggregate to $116,150,000. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Gesher Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $4.0 million to the underwriter of the Gesher IPO as deferred underwriting commissions, of which 30% may be reallocated to other advisors of Gesher). Any remaining cash will be used by Freightos for general corporate purposes.

​

Q:

What happens if a substantial number of Gesher Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

​

A:

Gesher Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Gesher Public Shareholders are substantially reduced as a result of redemptions by Gesher Public Shareholders. To the extent that there are fewer Public Shares and Gesher Public Shareholders, the trading market for the Freightos Ordinary Shares may be less liquid than the market was for the Gesher Ordinary Shares prior to the Transactions, and Freightos may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Freightos to be used in its business following the consummation of the Business Combination.

​

Q:

What happens if the Business Combination is not consummated?

​

A:

If Gesher does not complete the Business Combination with Freightos for whatever reason, Gesher would search for another target business with which to complete a business combination. If Gesher does not complete the Business Combination with Freightos or another business combination by April 14, 2023 (or such later date as may be approved by Gesher’s shareholders in an amendment to the Gesher Articles), Gesher must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $50,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Sponsor and Gesher’s officers and directors agreed to waive their redemption rights with respect to their units and Founder Shares, respectively, in the event a business combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution from the Trust Account with respect to Gesher’s outstanding warrants. Accordingly, the warrants will expire and be worthless. None of the Sponsor or Gesher’s officers or directors received any additional consideration for their waiver of redemption rights.

​

Q:

How do the Sponsor and the officers and directors of Gesher intend to vote on the proposals?

​

A:

The Sponsor, as well as Gesher’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 19.4% of the outstanding Gesher Shares. These holders intend to vote their shares in favor of the Business Combination Proposal, the Merger Proposal, the Charter Proposal and the Adjournment Proposal.

​

 

11

 

Q:

What interests do the Sponsor and the current officers and directors of Gesher have in the Business Combination?

​

A:

In considering the recommendation of the Gesher Board to vote in favor of the Business Combination, shareholders should be aware that, aside from any interests as holders of Public Shares, the Sponsor and certain of Gesher’s directors, officers and advisors have interests in the Business Combination that are different from, or in addition to, those of other holders of Public Shares generally. Gesher’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

​

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Gesher extraordinary general meeting, which is set for [•], 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to the approval of the holders of Freightos Ordinary Shares and Freightos Preferred Shares, as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section titled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing.”

​

Q:

Has Gesher obtained or will Gesher obtain new financing in connection with the Business Combination?

​

A:

Yes. Gesher entered into the Forward Purchase Agreement, dated March 23, 2022, pursuant to which the Forward Purchaser agreed to purchase 4,000,000 Gesher Units for an aggregate purchase price of $40,000,000 in connection with the acquisition of Freightos. The Forward Purchase Agreement also provides for the Forward Purchaser to provide the FPA Backstop Commitment, which is up to an additional $10,000,000 of committed capital, to Gesher in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments. In exchange for providing the FPA Backstop Commitment, the Forward Purchaser will receive (i) an additional amount of Gesher Ordinary Shares equal to the amount of the FPA Backstop Commitment drawn, divided by $10.00 (rounded up to the nearest whole number) and (ii) 500,000 Gesher Warrants. Consummation of the forward purchase and the backstop subscription will be on the same date and immediately prior to, or simultaneously with, the Closing.

​

The Forward Purchaser has unconditionally agreed not to exercise its redemption rights in connection with the Transaction with respect to its 990,000 outstanding Gesher Ordinary Shares that the Forward Purchaser acquired in Gesher’s initial public offering.

Gesher also entered into the Backstop Agreement dated April 14, 2022 with the Backstop Investor, pursuant to which the Backstop Investor agreed to provide the Additional Backstop Commitment, which is $10,000,000 of committed capital to Gesher in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments. In exchange for providing the Additional Backstop Commitment, Gesher will issue and sell to the Backstop Investor (i) 1,000,000 Gesher Ordinary Shares at a purchase price of $10.00 per share and (ii) 100,000 Gesher Warrants. Pursuant to the Backstop Agreement, Backstop Investor will be entitled to registration rights with respect to the Freightos Ordinary Shares and Freightos Warrants it receives at Closing. The closing of the Additional Backstop Commitment, to the extent that it is drawn upon, will be on the same date and immediately prior to, or simultaneously with, the Closing.

In addition, on May 31, 2022, Gesher and Freightos entered into the PIPE Agreement with the PIPE Investor for a private investment to purchase an aggregate of 1,000,000 Freightos Ordinary Shares for an aggregate purchase price of $10,000,000 at a price per share equal to $10.00. Consummation of the PIPE Financing is conditioned on the concurrent Closing and other customary closing conditions in the PIPE Agreement.

 

12

 

Q:

What do I need to do now?

​

A:

Gesher urges you to carefully read and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or a warrant holder of Gesher. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

When and where will the extraordinary general meeting take place?

​

A:

The extraordinary general meeting will be held on [•], 2022, at [•], Eastern time, over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at [•] and following the instructions set forth below. For the purposes of the Gesher Articles, the physical place of the meeting shall be at [•]. Shareholders participating in the extraordinary general meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the extraordinary general meeting, virtual attendees will be able to:

​

•

vote via the web portal during the extraordinary general meeting webcast; and

​

•

submit questions or comments to Gesher’s directors and officers during the extraordinary general meeting.

​

Shareholders may submit questions or comments during the meeting through the extraordinary general meeting webcast by typing in the “Submit a question” box.

Q:

How do I attend the extraordinary general meeting?

​

A:

The extraordinary general meeting will be held virtually. To register for and attend the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of Gesher Ordinary Shares:

​

•

Shares Held of Record.   If you are a record holder, and you wish to attend the extraordinary general meeting, go to [•], enter the control number you received on your proxy card or notice of the meeting and follow the prompts to register for the online meeting. Immediately prior to the start of the extraordinary general meeting, you will need to log back into the meeting site using your control number.

​

•

Shares Held in Street Name.   If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street” name holders should contact Continental Stock Transfer on or before [•], 2022.

​

Shareholders will also have the option to listen to the extraordinary general meeting by telephone by calling:

•

Within the U.S. and Canada: [•]

​

•

Outside of the U.S. and Canada: [•]

​

The passcode for telephone access: [•]. You will not be able to vote or submit questions unless you register for and log in to the extraordinary general meeting webcast as described above.

Q:

How do I vote?

​

A:

If you are a holder of record of Gesher Ordinary Shares on the record date, you may vote by virtually

​

 

13

 

attending the extraordinary general meeting and submitting a ballot via the extraordinary general meeting webcast or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

​

The Business Combination Proposal, the Merger Proposal, the Charter Proposal and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. Shareholders of record may send a later-dated, signed proxy card to Gesher’s transfer agent at the address set forth below so that it is received prior to the vote at the extraordinary general meeting or virtually attend the extraordinary general meeting and submit a ballot through the web portal during the extraordinary general meeting webcast. Shareholders of record also may revoke their proxy by sending a notice of revocation to Gesher’s transfer agent, which must be received prior to the vote at the extraordinary general meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the extraordinary general meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

​

Q:

What constitutes a quorum for the extraordinary general meeting?

​

A:

A quorum is the minimum number of Gesher Shares that must be present to hold a valid meeting. A quorum will be present at the Gesher extraordinary general meeting if the holders of a majority of the issued and outstanding Gesher Shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy. Abstentions, while considered present for the purpose of establishing a quorum, will not count for the purpose of determining the number of votes cast at the extraordinary general meeting. Broker non-votes will not be considered present for the purpose of establishing a quorum or determining the number of votes cast at the extraordinary general meeting.

​

Q:

What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

​

A:

The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Gesher Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Transactions will not be consummated if Gesher has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) either immediately prior to or upon consummation of the Transactions.

​

The approval of the Merger Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of at least two thirds of the votes cast by the holders of the Gesher Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

 

14

 

The approval of the Charter Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two thirds of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Gesher Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Abstentions, while considered present for the purpose of establishing a quorum, will not count for the purpose of determining the number of votes cast at the extraordinary general meeting. Broker non-votes will not be considered present for the purpose of establishing a quorum or determining the number of votes cast at the extraordinary general meeting.

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

​

A:

If you fail to take any action with respect to the meeting and the Business Combination is approved by the Gesher shareholders and consummated, you will become a shareholder and/or warrant holder of Freightos.

​

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Gesher, as applicable, and Gesher will continue to search for another target business with which to complete an initial business combination. If Gesher does not complete an initial business combination by April 14, 2023 (or such later date as may be approved by Gesher’s shareholders in an amendment to the Gesher Articles), Gesher must cease all operations except for the purpose of winding up, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $50,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of Gesher’s remaining shareholders and its Board of Directors, liquidate and dissolve.

Q:

What should I do with my share and/or warrant certificates?

​

A:

Shareholders who do not elect to have their Gesher Ordinary Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Gesher’s transfer agent regarding what to do with their certificates (if any). Gesher shareholders who exercise their redemption rights must (i) submit their redemption request, which includes the name of the beneficial owner of the shares to be redeemed, in writing to Continental Stock Transfer & Trust Company, Gesher’s transfer agent, and (ii) deliver their shares, either physically or electronically using The Depository Trust Company’s DWAC system, to Gesher’s transfer agent no later than 5:00 p.m. Eastern time on [•], 2022 (two (2) business days prior to the extraordinary meeting). Exercise of redemption rights with respect to Gesher Ordinary Shares will not result in either the exercise or loss of any of the Gesher Warrants a Gesher shareholder may hold. The Gesher Warrants will continue to be outstanding following any redemption of Gesher Ordinary Shares and will become exercisable in connection with the completion of the Business Combination, or, absent the completion of the Business Combination and the liquidation of the Trust Account, expire in accordance with their terms.

​

Upon consummation of the Transactions, the Gesher Warrants, by their terms, will be exchanged for Freightos Warrants and entitle holders to purchase shares of Freightos. Therefore, warrant holders need not deliver their warrants to Gesher or Freightos at that time.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date

​

 

15

 

and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Gesher Ordinary Shares.

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

Gesher will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, Gesher, through its directors and officers, and through Freightos’ directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts. Gesher has hired Morrow Sodali LLC to assist in the proxy solicitation process. Gesher will pay Morrow Sodali LLC its customary fees and expenses.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should please contact:

​

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokers call: (203) 658-9400
E-mail: GIAC info@investor.morrowsodali.com

You may also obtain additional information about Gesher from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to (i) submit your redemption request, which includes the name of the beneficial owner of the shares to be redeemed, in writing to Continental Stock Transfer & Trust Company, Gesher’s transfer agent, and (ii) deliver your shares, either physically or electronically using The Depository Trust Company’s DWAC system, to Gesher’s transfer agent no later than 5:00 p.m. Eastern time on [•], 2022 (two (2) business days prior to the extraordinary meeting). If you have questions regarding the delivery of your written redemption request or shares, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

 

16

 

17

 

18

 

19

 

​

20

 

21

 

22

 

​

23

 

​

24

 

​

25

 

26

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Combined Pro Forma

​

​

​

​

Gesher

​

​

Freightos

​

​

No Redemption Scenario

​

​

Maximum Redemption Scenario

​

As of and for the six months ended June 30, 2022

​

​

​

​

​

Book value per share

​

​

​

$

(2.01)

​

​

​

​

​

(1.39)

​

​

​

​

​

3.27

​

​

​

​

​

2.05

​

​

Weighted average shares outstanding – basic and diluted(1)(2)

​

​

​

​

14,575,000

​

​

​

​

​

2,189,786

​

​

​

​

​

56,137,715

​

​

​

​

​

47,627,715

​

​

Basic and diluted net loss per share

​

​

​

$

(0.19)

​

​

​

​

​

(6.70)

​

​

​

​

​

(0.20)

​

​

​

​

​

(0.24)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Combined Pro Forma

​

​

​

​

Gesher

​

​

Freightos

​

​

No Redemption Scenario

​

​

Maximum Redemption Scenario

​

As of and for the year ended December 31, 2021

​

​

​

​

​

Book value per share

​

​

​

$

(1.05)

​

​

​

​

​

1.98

​

​

​

​

​

3.33

​

​

​

​

​

2.11

​

​

Weighted average shares outstanding – basic and diluted(1)(2)

​

​

​

​

5,722,418

​

​

​

​

​

1,774,542

​

​

​

​

​

55,567,128

​

​

​

​

​

47,057,128

​

​

Basic and diluted net loss per share

​

​

​

$

(0.03)

​

​

​

​

​

(13.85)

​

​

​

​

​

(1.14)

​

​

​

​

​

(1.39)

​

​

​

27

 

RISK FACTORS

If the Business Combination is completed, the combined company will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Gesher and Freightos or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the combined company’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of Freightos’ Ordinary Shares or, if the Business Combination is not consummated, Gesher’s Ordinary Shares could decline, and you may lose part or all of the value of any Freightos Ordinary Shares or, if the Business Combination is not consummated, Gesher Ordinary Shares that you hold.

Risks Related to Freightos’ Business and Industry

In this sub-section the terms “we,” “us” and “our” refer to Freightos.

Our growth depends on our ability to attract and retain carriers, freight forwarders and importers/exporters using our Platform, and the failure to maintain or grow the number of users, and the level of activity of such users, could adversely impact our business.

Our ability to achieve significant growth in revenue in the future will depend, in large part, upon our ability to retain our current users and attract new users, including air and ocean carriers, freight forwarders and large, medium and small enterprise importers/exporters participating in the global freight ecosystem.

Sellers, which are generally carriers and freight forwarders on our Platform, have many different ways of marketing their services, securing clients and obtaining payments from clients, including advertising to, and engaging with, prospective clients through other online or offline platforms and methods, using third-party brokers and offering their services directly to customers.

Buyers, which are generally freight forwarders and importers/exporters on our Platform, have similarly diverse options to find and engage service providers, such as other online or offline platforms, engaging providers directly or using other brokerage services. If we fail to attract and retain a community of carriers that service the routes sought by freight forwarders and importers/exporters, or freight forwarders servicing geographic regions where importers/exporters need services, or if Sellers resist adopting our Platform or integrating their existing information technology systems with our Platform, the quality and types of services provided on our Platform may not be satisfactory to Buyers on our Platform, services in geographic regions in which Buyers seek to engage freight services may not be available, and Buyers may decrease their use of, or cease using, our Platform.

We expect to increasingly engage in sophisticated, costly and lengthy sales, marketing, internationalization and localization efforts. These efforts and others may not generate additional users, retain current users or advance our business in a cost-effective manner. We may not be successful in growing spend from target users, and in the event our current users decrease their usage that is not offset by increased activity from new users, that may result in a temporary or long-term deceleration in GBV growth. We may also modify our pricing model, or introduce new, modify or consolidate existing offerings or otherwise change our services and features to attract and retain users. Such actions may not have the intended effect of attracting and retaining users at the levels we anticipate and may have unintended negative consequences, such as a loss of users or a reduction of user activity or spend on our Platform.

Any decrease in the attractiveness of our Platform, failure to attract and retain users or reduced spending by users could lead to decreased activity, diminished network effects or a decrease in GBV on our Platform, each of which could adversely affect our business, revenue, financial condition and operating results.

We have a limited operating history and a history of net losses, and we anticipate that we will experience net losses for the foreseeable future.

You should consider our business and prospects in light of the risks, expenses and difficulties encountered by companies in their early stage of development. Although we launched our business in 2012,

 

28

 

airline integrations reached critical mass in 2020. In addition, we recently shifted our business model from a bifurcated SaaS offering for carriers and freight forwarders, and a marketplace offering for our end customers, to a comprehensive platform model encompassing all of our customer segments. Accordingly, we have limited representative operating history upon which to base an evaluation of our business and prospects and customers may not adopt the new model and we may face increased customer attrition.

Changes in our offerings and pricing, and the continued evolution of our business strategy, subject us to a number of uncertainties, including our ability to plan for and model future growth and make accurate projections regarding our future performance. In addition, we have in the past seen, and may in the future see, unexpected or unintended negative effects, as a result of changes to our pricing model, offerings and sales, brand positioning, and marketing efforts, including a failure to attract and retain carriers, freight forwarders and shipping companies or attract new end customers that spend on our Platform or the loss of spend from existing end customers. We cannot ensure that we will be successful in addressing these and other challenges we may face in the future, and our business may be adversely affected if we do not manage these challenges successfully.

We have experienced significant net losses since our inception and, given the significant operating expenditures associated with our business plan, we anticipate continuing net losses for the foreseeable future. If we do achieve profitability, we cannot be certain that we will be able to sustain or increase such profitability. We incurred a net loss of approximately $16.4 million and $14.2 million for years ended December 31, 2021 and 2020, respectively. We have not generated positive cash flow from operations, and we cannot be certain that we will be able to generate positive cash flow from operations in the future. To achieve and sustain profitability, we must accomplish numerous objectives, including broadening and stabilizing our sources of revenue and increasing the number of users and monetizing transactions. Accomplishing these objectives may require significant additional investments and we cannot be certain that we will be able to raise additional investments on attractive terms, or even at all. Ultimately, we may not be able to achieve our objectives.

If we fail to maintain and improve the quality of our Platform, we may not be able to attract and retain users.

To satisfy users, we need to continue to improve their experience as well as innovate and introduce features and services that they find useful and that cause them to use our Platform more frequently. This includes improving our technology to optimize search results, tailoring our database to additional geographic and market segments and improving the user-friendliness of our Platform and our ability to provide high-quality support. Our users depend on our support organization to resolve issues relating to our Platform. Our ability to provide effective support is largely dependent on our ability to attract and retain employees who are well versed in our Platform. As we continue to grow our international user base, our support organization will face additional challenges, including those associated with continuing to deliver support to users who speak an increasing number of languages. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our reputation or adversely affect our ability to market the benefits of our Platform to existing and prospective users.

In addition, we need to adapt, expand and improve our Platform and user interfaces to keep up with changing user preferences. We invest substantial resources in researching and developing new features and enhancing our Platform by incorporating these new features, improving functionality and adding other improvements to meet our users’ evolving needs. The success of any enhancements or improvements to our Platform or any new features depends on several factors, including timely completion, adequate quality testing, integration with technologies on our Platform and third-party partners’ technologies and overall market acceptance. Because further development of our Platform is complex, challenging and dependent upon an array of factors, the timetable for the release of new features and enhancements to our Platform is difficult to predict, and we may not offer new features as rapidly as users of our Platform require or expect. Additionally, the time, money, energy and other resources we dedicate to developing new features or enhancements to our Platform may be greater than the short-term, and potentially the total, returns from these new offerings.

It is difficult to predict the problems we may encounter in introducing new features to our Platform and we may need to devote significant resources to the creation, support and maintenance of these features. We provide no assurances that our initiatives to improve our user experience will be successful. We also

 

29

 

cannot predict whether any new features will be well received by users or whether improving our Platform will be successful or sufficient to offset the costs incurred to offer these new features. If we are unable to improve or maintain the quality of our Platform, our business, prospects, financial condition and results of operations could be materially and adversely affected.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results and financial condition.

The global freight industry is highly competitive, rapidly evolving, fragmented and subject to changing technology, shifting needs, virtual integration and frequent introductions of new competitors as well as new offerings and services. The level of competition within, and the frequency and likelihood of increased third-party investment and new competitors entering, this market segment has further intensified due to the ongoing COVID-19 pandemic and global supply chain disruptions. We compete with a number of online and offline platforms and services domestically and internationally, as well as traditional freight brokerage businesses, to attract and retain users and increase the number of transactions booked through our Platform. Our main competitors fall into the following categories:

•

cargo booking platforms, such as Cargo.one, Cargo.AI, Cargowise and CargoBooking.aero;

​

•

shipping marketplaces, such as Cogoport, FreightMango and SimpliShip;

​

•

niche forwarder SaaS companies, such as Portrix, Catapult and CargoSphere; and

​

•

businesses that provide specialized professional services, including consulting, accounting, marketing and information technology services.

​

In addition, well-established internet companies, such as Amazon, and businesses that operate driving, delivery and other commoditized marketplaces, such as Uber Technologies, have entered or may decide to enter into our market segment. Some of these companies have launched or may launch, or have acquired or may acquire, companies or assets that offer products and services that directly compete with our Platform. For example, Uber Technologies launched Uber Freight in 2017, which is a service to connect carriers with shippers on its platform. Many of these established internet companies and other competitors are considerably larger than we are, have considerably greater financial and other resources than we do, and could offer products and services similar to our offerings for lower fees.

Internationally, we compete against online and offline channels and products and services in most countries. Local competitors, or competitors that have invested more in international expansion, might have greater brand recognition than us in some countries and a stronger understanding of local or regional culture and commerce. Some competitors also offer their products and services in local languages and currencies that we do not offer. As our business grows internationally and we expand and grow our services offerings, we may increasingly compete with these international companies. We also compete against locally sourced service providers and traditional, offline means of identifying freight resources, such as local freight brokers and professional networks.

We also compete with companies that utilize emerging technologies and assets, artificial intelligence and machine learning. These competitors may offer products and services that may, among other things, use machine learning algorithms to connect users more effectively than we do, or otherwise change the way that businesses engage or pay service providers so as to make our Platform less attractive to users. Many of the companies and services that utilize these technologies in our market are still new and not yet fully mature in their capabilities or network scale; however, we may face increased competition should these companies or services or new entrants, succeed.

Many of our current and potential competitors, both online and offline, enjoy substantial competitive advantages, such as greater name recognition and more prominent brand reputation; pre-existing relationships with desirable service providers and end customers; more experience with international operations and localization of their offerings; longer operating histories; greater financial, technical and other resources; more users; newer technologies; greater appeal to certain segments of users; and, in some cases, the ability to rapidly combine online platforms with traditional global freight solutions. These companies may use these advantages to offer services similar to ours at a lower price, develop different or superior services to compete with our Platform or respond more quickly and effectively than we do to new or changing

 

30

 

opportunities, technologies, standards, regulatory conditions or user preferences or requirements. In addition, while we compete intensely in more established markets, we also compete in developing technology markets that are characterized by dynamic and rapid technological change, many and different business models and frequent disruption of incumbents by innovative online and offline entrants. The barriers to entry into these markets can be low, and businesses easily and quickly can launch online or mobile platforms and applications at nominal cost by using commercially available software or partnering with various established companies in these markets.

Moreover, current and future competitors may also vertically integrate their services or make strategic acquisitions or establish cooperative relationships among themselves or with others, including our current or future third-party partners. By doing so, these competitors may increase their ability to meet the needs of our existing or prospective users. These developments could limit our ability to obtain revenue from existing and new users. For all of these reasons, we may not be able to compete successfully against our current and future competitors. If we are unable to compete successfully against current and future competitors, our business, operating results and financial condition would be adversely impacted.

A limited number of Sellers provide a substantial portion of the offerings available on our Platform. If we fail to retain these Sellers, our GBV could decline significantly.

For the year ended December 31, 2021, approximately 20% and 55% of our pro forma GBV was generated through the top Seller and the top-five Sellers on our Platform, respectively. For the year ended December 31, 2020, approximately 11% and 41% of our pro forma GBV was generated through the top Seller and the top-five Sellers on our Platform, respectively. As a result, our GBV could fluctuate materially and could be materially and disproportionately impacted by changes in the offerings made available to Buyers on our Platform by these Sellers or any other significant future Seller. If any of our significant Sellers decrease, alter or discontinue the offerings available on our Platform, our GBV would decline, which would materially and adversely affect our financial condition and results of operations. If we do not further diversify our Seller base, we will continue to be susceptible to risks associated with Seller concentration.

Adverse global economic conditions, geopolitical issues and other conditions that impact our increasingly global operations could have a negative effect on our business, results of operations and financial condition and liquidity.

As a global company, our performance is affected by global economic conditions as well as geopolitical issues and other conditions with global reach, including changes in political conditions and in governmental policies; changes in and compliance with international and domestic laws and regulations; and wars, civil unrest, acts of terrorism, embargoes and other conflicts. Macroeconomic weakness and uncertainty make it more difficult for us to manage our operations and accurately forecast financial results.

While macroeconomic risks apply to most companies, we are particularly vulnerable. The global freight industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to facilitate the transportation of goods, so our business levels are directly tied to the purchase and production of goods — key macroeconomic measurements influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor costs, fuel and energy prices, buying patterns, debt levels, credit availability, disposable income, increased global concerns regarding working conditions and environmental sustainability; and changes in consumer attitudes regarding goods made in countries other than their own. When individuals and companies purchase and produce fewer goods, we facilitate the transportation of fewer goods, and as companies move manufacturing closer to consumer markets and expand the number of distribution centers, we facilitate the transportation of goods covering shorter distances. Certain retailers are making investments to house goods in closer proximity to customers in connection with the recent growth in e-commerce demand and we expect this trend to continue. As we continue to grow our international business, we are increasingly affected by the health of the global economy, the rate of growth of global trade, world trade policies, international taxes, government-to-government relations and the typically more volatile economies of emerging markets. For instance, anti-trade and protectionist measures adopted by the United States or other countries in which we do business, such as trade controls, tariffs, quotas, embargoes, sanctions or retaliation by another country against such measures, could result in economic uncertainty and instability, resulting in fewer goods being transported globally.

 

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A reduction in global freight volumes may adversely affect our customer base and our opportunities for growth. A significant portion of our services are “spot market” opportunities, which refers to the freight services our service providers provide without contractually set rates. The spot market generally is impacted more quickly than the contract market by overall economic conditions. If rate conditions or a downturn in our end customers’ business cycles causes a reduction in the volume of freight they ship, particularly among certain national retailers or in the food, beverage, retail, manufacturing, paper or printing industries, carrier availability and our operating results would be adversely affected. In addition, the global freight market is also subject to cost increases outside of our control that could materially reduce the amount of global freight services that our end customers require. Such cost increases include, but are not limited to, increases in wage rates, fuel prices, interest rates, taxes, tolls, license and registration fees, insurance, equipment and healthcare for employees.

The uncertainty regarding the status of the United Kingdom’s exit from the European Union (“Brexit”) has negatively impacted the United Kingdom’s and the European Union’s economies. This negative impact will likely continue until the United Kingdom and European Union resolve all post-Brexit issues. Any additional impact of Brexit will depend on application of the terms of the agreements. Further discussion between the parties on implementation of the trade deal could trigger significant market and economic disruption, and the demand for our services could be depressed. Following Brexit, the movement of goods between the United Kingdom and the remaining member states of the European Union has become subject to additional inspections and documentation checks, which may create delays at ports of entry and departure and potentially impact our ability to effectively provide our services. Additionally, depending on the application of the terms of the trade deal, we may face new regulations regarding trade, aviation, tax, security and employees, among others, in the United Kingdom. Compliance with such regulations could be costly, negatively impacting our business, results of operations and financial condition. The post-Brexit trade deal could also adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the Euro and the British pound.

As a result of the military conflict between Russia and Ukraine, the United States, the European Union, the United Kingdom and other jurisdictions have imposed sanctions on certain Russian and Ukrainian persons and entities, including certain Russian banks, energy companies and defense companies, and have imposed restrictions on exports of various items to Russia and certain regions of Ukraine (including the self-proclaimed Donetsk People’s Republic and Luhansk People’s Republic and Crimea). Moreover, on February 22, 2022, the Office of Foreign Assets Control of the United States issued sanctions aimed at limiting Russia’s ability to raise funds through sovereign debt. Such ongoing events between Ukraine and Russia could also increase China/Taiwan political tensions and U.S./China trade and other relations. These geopolitical issues have resulted in increasing global tensions and create uncertainty for global commerce. Any or all of these factors could negatively affect demand for global freight, our business, financial condition and result of operations. In addition, new requirements or restrictions could come into effect which might increase the scrutiny on our business or result in one or more of our business activities being deemed to have violated sanctions. Our business and reputation could be adversely affected if the authorities of the United States, the European Union, the United Kingdom, Taiwan or other jurisdictions were to determine that any of our activities constitutes a violation of the sanctions they impose or provides a basis for a sanctions designation of us.

Our employees and contractors include professionals located in various international locations, including Israel, China, Hong Kong, Taiwan, the Palestinian Authority and Catalonia. Political changes, including policies regarding export controls, that affect these or other international operations could disrupt or limit the work our employees and contractors are able to perform, and thus negatively affect the range of services we are able to provide our users or our cost for such services.

Our GBV, revenue and profitability are impacted when market rates for air and ocean shipping change, through demand for shipping and, as a result, the demand for our services. In addition, some of our Platform revenue is directly linked as a percentage of GBV, and if there is price deflation, our revenue will be negatively impacted. For example, the FBX01 index, which indicates the market price for shipping a 40-foot container from China and East Asia to the North American West Coast, a bellwether trade lane, declined by more than 75%, from $10,762, when the Business Combination Agreement was announced on May 31,

 

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2022, to $2,516 as of October 1, 2022, and to $1,410 as of December 1, 2022. If market prices remain at their current levels or fall further, our results of operations will likely be adversely affected. For additional information, see “— Risks Related to the Business Combination and the Combined Company — The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Freightos’ future results.”

Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect our business and results of operations.

The U.S. government has made and maintained significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States. Several governments, including the European Union, China and India, have imposed tariffs on certain goods imported from the United States. These actions contributed to weakness in the global economy that adversely affected our results of operations in recent years. Any further changes in international trade policy could trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased costs for goods transported globally, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in trading partners limiting their trade with countries that impose anti-trade measures. Political uncertainty surrounding international trade and other disputes could also have a negative effect on business and consumer confidence and spending. Such conditions could have an adverse effect on our business, results of operations and financial condition, as well as on the price of our ordinary shares.

Additionally, the U.S. government has taken action to limit the ability of domestic companies to engage in commerce with certain foreign entities under certain circumstances, and foreign governments may investigate our compliance with these restrictions. Furthermore, given the nature of our business and our global recognizability, foreign governments may target us by limiting the ability of foreign entities to do business with us in certain instances, imposing monetary or other penalties or taking other retaliatory action, which could have an adverse effect on our business, results of operations and financial condition, as well as on the price of our ordinary shares.

We may need to raise additional funds to finance our future capital needs, which may dilute the value of our outstanding ordinary shares or prevent us from growing our business.

We may need to raise additional funds to finance our existing and future capital needs, including developing new services and technologies, and to fund ongoing operating expenses. We have not generated positive cash flow from operations in the past and may not do so in the foreseeable future. If we raise additional funds through the sale of equity securities or securities convertible into equity securities, these transactions may dilute the value of our outstanding ordinary shares. We may also decide to issue securities, including protected securities, that have rights, preferences and privileges senior to our ordinary shares. Any debt financing would increase our level of indebtedness and could negatively affect our liquidity and restrict our operations. We also can provide no assurances that the funds we raise will be sufficient to finance any future capital requirements. We may be unable to raise additional funds on terms favorable to us or at all. If financing is not available or is not available on acceptable terms, we may be unable to fund our future needs. This may prevent us from increasing our market share, capitalizing on new business opportunities or remaining competitive in our industry, which could materially and adversely affect our business, prospects, financial condition and results of operations.

We have experienced growth in recent periods and expect to continue to invest in our growth for the foreseeable future. If we are unable to maintain similar levels of growth or manage our growth effectively, our business, revenue, profits and financial condition could be adversely affected.

We have experienced growth in a relatively short period of time. For example, our total GBV for the year ended December 31, 2021 was $302.7 million on a pro forma basis after giving effect to the acquisitions of Clearit and 7LFreight, representing a period-over-period growth rate of 334% over the same period in 2020. This GBV growth was due in part to the shift toward spending on consumer goods rather than services and entertainment resulting from the COVID-19 pandemic and therefore may not be indicative of future growth. For example, future period-over-period GBV growth rates, when compared against the quarterly and

 

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full-year results of 2021, may fail to meet the expectations of investors or securities analysts given the accelerated GBV growth experienced during such periods due to the COVID-19 pandemic and the resulting increased spending on consumer goods and reduced spending on services and entertainment experienced during such periods. Moreover, oscillations in the global freight market may be exaggerated (for example, increased spending on vacations during the summer and holiday seasons rather than on consumer goods) as the COVID-19 pandemic subsides and the restrictions intended to prevent its spread are relaxed or lifted, which may further impact period-over-period GBV growth rates. Sustaining our growth will place significant demands on our management as well as on our administrative, operational and financial resources. To manage our growth, we must continue to improve our operational, financial and management information systems and processes; expand, motivate, retain and effectively manage and train our workforce; and effectively collaborate with our third-party partners, all of which can be more difficult with an increasingly remote workforce and an increasingly competitive labor market. If we are unable to manage our growth successfully without compromising the quality of our offerings or user experience, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, our business, operating results, financial condition and ability to successfully market our Platform and serve our users could be adversely affected.

Our recent and historical growth should not be considered indicative of our future performance. We have encountered, and will encounter in the future, risks, challenges and uncertainties, including those frequently experienced by growing companies in rapidly changing and highly competitive industries. If our assumptions regarding these risks, challenges and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our financial condition and operating results could differ materially from our expectations and those of investors and securities analysts, our growth rates may slow and our business would be adversely impacted.

We may not successfully manage our growth.

We have grown rapidly and substantially in recent periods, including by expanding our internal resources and by making acquisitions, and in the future may seek to make additional acquisitions and enter into new markets. We intend to continue to focus on growth in our business, including organic growth through bringing on new carriers and Buyers and increased number of transactions with existing market participants. In addition, we may pursue additional transactions to grow into new markets or expand the offerings on our Platform. We may experience difficulties and higher-than-expected expenses in executing these strategies as a result of unfamiliarity with new markets, changes in revenue and business models, entry into new geographic areas, inability to find suitable acquisition partners and increased pressure on our existing infrastructure and information technology systems from multiple project implementations.

Our growth may place a significant strain on our management, operational, financial and information technology resources. We seek to continually improve existing procedures and controls, as well as implement new transaction processing, operational and financial systems and procedures and controls to expand, train and manage our employee base. Our working capital needs may continue to increase as our operations grow. Failure to manage our growth effectively, or obtain necessary working capital, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

If we fail to maintain and enhance our brand, our business, results of operations and prospects may be materially and adversely affected.

We believe that maintaining and enhancing our brand are of significant importance to the success of our business. A well-recognized brand is critical to increasing the number and the level of engagement of Buyers of freight services and, in turn, enhancing our attractiveness to carriers and other Sellers of freight services. Successful promotion of our brand and our Platform depends on, among other things, the effectiveness of our marketing efforts, our ability to provide a reliable, trustworthy and useful platform, the perceived value of our Platform and our ability to provide quality support. In order to maintain and enhance our brand, we will need to continuously invest in marketing programs that may not be successful in achieving meaningful awareness levels. However, brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand. We have conducted and may continue to conduct various marketing and brand promotion activities. We cannot assure that these activities will be successful or that we will be able to achieve the brand

 

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awareness we expect. In addition, our competitors may increase the intensity of their marketing campaigns, which may force us to increase our advertising spend to maintain our brand awareness.

In addition, any negative publicity relating to our Platform or us, regardless of its veracity, could harm our brand. If our brand is harmed, we may not be able to grow or maintain our carriers or user base, and our business, prospects, financial condition and results of operations could be materially and adversely affected.

Because we expect the substantial majority of our future revenue to come from our Platform-with most of our revenue derived from our freightos.com marketplace and WebCargo offerings-our inability to generate revenue from our Platform would adversely affect our business operations, financial results and growth prospects.

We expect to derive the substantial majority of our future revenue from our Platform, with most of our Platform revenue derived from our freightos.com marketplace and WebCargo offerings. As such, market acceptance of our Platform, including new offerings, is critical to our continued success, and any failure of our Platform to meet users’ expectations with respect to user experience or the failure of specific features to be effective in attracting and retaining users will have a negative impact on our business. Demand for our Platform is affected by a number of factors beyond our control, including the timing and success of new offerings and services by our competitors, our ability to respond to technological change and to effectively innovate and grow, the ability of our service providers’ information technology systems to handle the volume of searches generated by our Platform, contraction in our market, client spending patterns, global freight activity levels, the size and price of end customer orders on our Platform, changes in traditional freight booking behaviors, macroeconomic effects, such as those resulting from the COVID-19 pandemic, and the other risks identified herein. If we are unable to meet user demands, to expand our offerings or the categories of services offered on our Platform or to achieve and maintain more widespread market acceptance of our Platform, our business operations, financial results and growth prospects will be adversely affected.

Our revenue growth and ability to achieve and sustain profitability will depend in part on being able to increase the productivity, effectiveness and efficiency of our sales force.

In order to increase our revenue from our offerings and achieve and sustain profitability, we must improve the effectiveness and efficiency of our sales force and generate additional revenue from new and existing users. There is significant competition for sales personnel with the skills and technical knowledge required to maintain a productive and efficient sales force. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, effectively deploying and retaining sufficient numbers of sales and sales support personnel to support our growth. It is difficult to find, and we may be unable to retain, a sufficient number of sales personnel with the specific skills and technical knowledge needed to sell our offerings, particularly in light of the current global labor shortage. Furthermore, hiring and effectively deploying sales personnel, particularly in new markets, is complex and requires additional costs that we may not recover if the sales personnel fail to achieve full productivity. Even if we are able to hire qualified sales personnel, doing so may be costly and lengthy, as new sales personnel require significant training and can take a number of months to achieve full productivity. In addition, new sales personnel do not always achieve productivity milestones within the timelines that we have projected. Not all of our sales personnel and planned hires have or will become productive or do so as quickly as we expect. When our new sales personnel do not become fully productive on the timelines that we have projected, or at all, our revenue will not increase at anticipated rates, or at all, and our ability to achieve long-term projections may be negatively impacted. The COVID-19 pandemic and restrictions intended to prevent its spread adversely affected the productivity of our sales force for a period of time and may adversely affect it again as the COVID-19 pandemic subsides, as the productivity of our sales force may diminish as users return more frequently to physical offices or are otherwise no longer subject to restrictions related to the COVID-19 pandemic. If our sales personnel are not successful in obtaining new business or increasing sales to our existing user base, our business and results of operations will be adversely affected.

If we are unable to maintain our payment partner relationships on favorable terms, or at all, our business could be adversely affected.

Our payment partners consist of payment processors and disbursement partners. We rely on banks and payment partners to provide us with corporate banking services, FBO accounts and clearing, processing and

 

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settlement functions for the funding of all transactions on our Platform and disbursement of funds to users, and we do not always have a sufficient surplus of vendors in the event one or more relationships are terminated for any reason.

Our payment partners are critical to our business. In order to maintain these relationships, we have in the past been, and may in the future be, forced to agree to terms that are unfavorable to us. If we are unable to maintain our agreements with current payment partners on favorable terms, or at all, or we are unable to enter into new agreements with new payment partners on favorable terms, or at all, our ability to collect payments and disburse funds and our revenue and business may be adversely affected. This could occur for a number of reasons, including the following with respect to our payment partners:

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our partners may be unable or unwilling to perform the services we require of them, such as processing payments to service providers in a timely manner, including in a manner that is satisfactory to us as it relates to compliance with U.S. federal, state and international laws and regulatory requirements;

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we may choose to cease doing business with our partners for a number of reasons, including as a result of their failure to comply with applicable payment or banking regulations or due to allegations of fraud or other impropriety by them or their third-party partners;

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our partners may be subject to investigation, regulatory enforcement or other proceedings that result in their inability or unwillingness to provide services to us or our unwillingness to continue to partner with them;

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our partners may be unable to effectively accommodate changing service needs, such as those which could result from rapid growth or higher volume or those which relate to international expansion and local jurisdictions;

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our partners could, and, in some cases, have notified us in the past that they would, increase the rates that they charge us or our users, especially in light of changes in those partners’ interpretation and enforcement of their rules, increased declines of client payment methods or increased client-issued chargebacks;

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our partners could choose to terminate or not renew their agreements with us, or only be willing to renew on different or less advantageous terms;

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our partners could reduce the services provided to us, cease doing business with us or cease doing business altogether;

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our partners could be subject to delays, limitations or closures of their own businesses, networks, partners or systems, causing them to be unable to process payments or disburse funds for certain periods of time; and

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we may be forced to cease doing business with certain partners if card association operating rules, certification requirements and laws, regulations or rules governing electronic funds transfers to which we are subject, change or are interpreted to make it difficult or impossible for us to comply.

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Our management team has limited experience managing a public company.

Our management team has limited experience managing a publicly-traded company, interacting with public-company investors and complying with the increasingly complex laws pertaining to public companies in the United States. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, prospects, financial condition and results of operations.

We are subject to currency risk and changes in the relative values of different currencies could have a material impact on our financial results.

The U.S. dollar is our functional currency and our financial results are reported in U.S. dollars. Our revenue was denominated in U.S. dollars and Euros for the years ended December 31, 2021 and 2020, and

 

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certain components of our cost of revenue and operating expenses, primarily payroll and rent, were denominated in New Israeli Shekel (“NIS”) and Euros. We incur expenses in other currencies, such as the Indian Rupee and Chinese Yuan, although to a much lesser extent. As a result, we are exposed to exchange rate risks that may materially impact our financial results.

For example, if the NIS appreciates against the U.S. dollar or if the value of the NIS declines against the U.S. dollar at a time when the rate of inflation in the cost of Israeli goods and services exceeds the rate of decline in the relative value of the NIS, then the U.S. dollar cost of our operations in Israel would increase and our results of operations could be materially and adversely affected.

We do attempt to mitigate the risk of currency rate fluctuations by entering into forward contracts to hedge certain forecasted payments denominated in NIS, mainly payroll and rent. However, there can be no assurance that our attempts to hedge will be successful. Our Israeli operations also could be materially and adversely affected if we are unable to effectively hedge against currency fluctuations in the future. We cannot predict any future trends in the rate of inflation in Israel or the rate of depreciation (if any) of the NIS against the U.S. dollar. We are also subject to counterparty risk related to our hedging transactions. If our hedging program is not successful, or if we change our hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates. Any hedging technique we implement may fail to be effective. During the years ended December 31, 2021 and 2020, we entered into forward contracts to hedge certain forecasted payments denominated in NIS for a period of up to twelve months. We had outstanding forward contracts that were not qualified as hedging instruments in a cash flow hedge, in the aggregate notional amount of $2.1 million and $0.7 million as of December 31, 2021 and 2020, respectively. The fair value of the outstanding forward contracts as of December 31, 2021 and 2020 was $0.01 million and $0.02 million, respectively.

Segments of our industry are subject to seasonal volume fluctuations. Unusual or otherwise unanticipated seasonality could have an adverse effect on our operating results and financial condition.

Segments of our industry are subject to seasonal volume fluctuations. If we were to experience lower than expected revenue during any such period, whether from a general decline in economic conditions or other factors beyond our control, our expenses may not be sufficiently offset, which would have a disproportionately adverse impact on our operating results and financial condition. If we cannot maximize volume during peak seasonal periods, that may impact our operating results and financial condition.

Extreme or unusual weather conditions, earthquakes, fires, floods and other natural disasters or acts of God can disrupt the transportation ecosystem and our operations, impact freight volumes, carrier availability and our costs, any or all of which could have a material adverse effect on our business results.

Certain extreme or unusual weather conditions, such as snowstorms and hurricanes, natural disasters, such as earthquakes, fires, floods and climate change-caused events and acts of God, including pandemics (such as COVID-19) and epidemics, can disrupt the transportation ecosystem and affect freight volumes, operations, costs and revenues. The frequency and severity of some catastrophic events, such as flooding, hurricanes, tornadoes, extended droughts and wildfires are contributed to by global climate change, which many in the scientific community, in governmental bodies and elsewhere believe will continue for decades to come, potentially resulting in increased disruption to us. Geopolitical trends, including nationalism, protectionism and restrictive visa requirements could limit the expansion of our business in those regions. Our business operations are subject to interruption by, among others, natural disasters, fire, power shortages, earthquakes, floods, nuclear power plant accidents and events beyond our control such as other industrial accidents, terrorist attacks and other hostile acts, labor disputes and public health issues. A catastrophic event that results in a disruption or failure of our systems or operations could result in significant losses and require substantial recovery time and significant expenditures in order to resume or maintain operations, which could have a material adverse impact on our business, financial condition and results of operations.

We rely on service providers, such as air, ocean and ground freight carriers, and if they become financially unstable or have reduced capacity to provide service because of COVID-19, it may adversely impact our business and operating results.

As a non-asset-based provider of a platform for global freight booking services, we depend on a variety of carriers and other service providers, including air, ocean and ground freight carriers. The quality and

 

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profitability of our services depend upon effective selection and oversight of our service providers. During the COVID-19 pandemic, air carriers have been particularly affected having to cancel flights due to travel restrictions resulting in dramatic drops in revenues, historical losses, high leverage and liquidity challenges. Uncertainty over recovery of demand for passenger air travel, in particular business travel, to pre-pandemic levels means air carriers’ operations and financial stability may be adversely affected long term. Prior to 2021, ocean carriers have incurred significant operating losses and may still be highly leveraged with debt. COVID-19 places significant stress on our air, ocean and freight ground carriers, as well as other service providers, which may continue to result in reduced carrier capacity or availability, pricing volatility or more limited carrier transportation schedules and other services that we utilize, which could adversely impact our operations and financial results.

Our business experienced, and may again experience, an adverse impact from the ongoing COVID-19 pandemic, including as new variants of COVID-19 continue to emerge and spread. In addition, the positive impacts on our business resulting from the shift in consumer spending behaviors during the pandemic may not continue as the pandemic subsides and the restrictions intended to prevent its spread are relaxed or lifted.

The COVID-19 pandemic adversely impacted our business for a period of time and resulted in reductions in demand for our offerings and services by some of our clients, including small- and medium-sized business clients, which have been the most impacted by the resulting macroeconomic downturn and uncertainty and from which we derive a substantial portion of our GBV and revenue. Conversely, beginning in 2020, we experienced an increase in GBV and revenue growth driven by an acceleration in the shift in consumer spending to consumer goods and away from services and entertainment, due in part to the COVID-19 pandemic. These positive impacts may not continue as the pandemic subsides and the restrictions intended to prevent its spread are relaxed or lifted, which may negatively impact our GBV and revenue growth.

The extent to which the ongoing COVID-19 pandemic will adversely affect our business, financial condition, results of operations and cash flow will depend on future developments, which are highly uncertain and cannot reasonably be predicted with confidence at this time, including the duration, spread and severity of new COVID-19 variants; the availability, utilization and efficacy rates of vaccinations; government responses, such as the recent lockdowns in Hong Kong and Shanghai, to the evolving pandemic and potential restrictions on our business and the businesses of our users; the impact of the pandemic on the markets in which we operate and global economies and demand for our offerings; how quickly and to what extent normal economic and operating conditions resume; and the reaction of users and potential users to these developments, among others. The potential impacts of such developments include, but are not limited to:

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decline or reduction in demand on our Platform, resulting in lower GBV and revenue growth, during and following relaxation or lifting of restrictions intended to prevent the spread of COVID-19;

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increased competition as new competitors enter our market segment due to the disruption of the global supply chain;

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increased costs as a result of marketing and promotional efforts;

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increased risk of data breach or cybersecurity incidents as a result of additional workers accessing corporate systems remotely;

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increased risk of fraud, cybersecurity attacks or other illegal activity conducted by bad actors seeking to take advantage of our users or us due to the uncertainty around the COVID-19 pandemic;

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increased employee and contractor attrition and reduced availability of key personnel to conduct important business activities, such as providing support to users and developing new offerings or services;

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reduced ability to retain, attract, train and integrate highly skilled personnel;

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any impairment charges on our operating lease asset and related leasehold improvements being recognized as a general and administrative expense due to a reduction to our office space and our

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potential sublease of such office space at a rental rate that is less than our rent expense for such office space, or any termination fees we may incur as a result of our termination of the operating lease for such office space;

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reduced spend by end customers or availability of service providers located in areas or regions more affected by the COVID-19 pandemic;

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difficulty in business planning and forecasting due to significant uncertainty in the impact of the COVID-19 pandemic on all aspects of our business and on our end customers, service providers and other business partners;

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longer sales cycles due to slower decision-making, reduced budgets or delays in planned shipments by existing and potential end customers;

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impacts on payment partners, disbursement partners or other critical third-party partners that may cause delays in processing payments to service providers or other important functions of our Platform, resulting in an increase in payment transaction costs, leading to loss of revenue, or causing a decline in quality or availability of services, negatively affecting our reputation or user activity on our Platform, or increasing our operating costs;

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delayed or missed payments, which may also result in reductions in revenue, increased transaction losses, numbers of disputes with users and costs as we seek to compel payment, which we may not be able to recover;

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significant disruption of global financial markets, which may impact our ability to access capital now or in the future or make capital available only on terms less favorable to us;

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impairments to our goodwill or other long-term assets if their carrying value exceeds their fair value; and

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de-globalization, which may result in Buyers being less willing to connect with freight service providers on our Platform.

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Although the COVID-19 pandemic did not have a material adverse impact on our financial results for the year ended December 31, 2021, the rapidly changing market and macroeconomic conditions caused by the COVID-19 pandemic have impacted the business of many industry participants using our Platform. There can be no assurance that the positive impacts from the COVID-19 pandemic, such as increased consumer spending on consumer goods and increased international freight shipments, will continue.

We are subject to various risks related to Freightos data products and in particular our freight indexes. If we are unable to accurately calculate an index or comply with our published guides for calculating an index, we may face reputational damage and lose clients and revenue, which could have a material impact on our financial results.

We act as the calculating agent for the Freightos Baltic Index (“FBX”) and the Freightos Air Index (“FAX”). The FBX is published every weekday to provide indicative market prices for shipping a 40 foot container on twelve trade lanes, plus a global average. While we act as the data provider and calculating agent for FBX, the Baltic Exchange in London is the benchmark administrator responsible for IOSCO compliance of the benchmark. Six of the twelve FBX indices have futures contract trading on the Chicago Mercantile Exchange. These derivative products are new and trading volumes are still minimal, but we believe that FBX is the most used benchmark of containerized shipping prices. The FAX is published weekly to provide indicative market prices per kilogram for air cargo on various pairs of many major airports, as well as airport-to-region and region-to-region. FAX indexes are currently published for free as “beta” indexes for market feedback, and we may act as the benchmark administrator for FAX in the future. We may launch further data products including benchmarks in the future.

Our ability to calculate the FBX and the FAX are contingent upon our continued access to market information from the active use of our Platform. Analyzing the underlying data and calculating an index can be operationally challenging and can also be subject to interpretation. We are dependent on a very small group of employees with specialized experience to calculate our indexes. If we lose the services of any of those employees, our ability to maintain the indexes would be at significant jeopardy. Upon the occurrence

 

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of certain events, a benchmark administrator or calculation agent may need take one or more of the following actions: (i) postpone the day on which a calculation or publication is due to take place; (ii) suspend the calculation, publication and dissemination of the index; (iii) make a modification or change to the index; (iv) restate historical index data; (v) discontinue and cancel the index; or (vi) exercise discretion in the calculation of the index in accordance with the published guide for that index. For example, the FBX methodology needed to be changed in March 2022 as a result of the underlying data not accurately capturing surcharges imposed on freight shipments. There can be no assurance that if any of the foregoing actions are taken in the future that the indexes will remain credible to the market and continue to be used widely.

Futures contracts or other derivatives are and may be traded based on one or more of our indexes. Further, different market participants may use a published index to settle privately negotiated contracts. If we are unable to accurately and timely calculate and publish an index, we may be subject to claims, which may result in an adverse effect on our company, such as claims for damages as a result of the mispricing of derivatives or freight contracts, a loss of goodwill with users, reputational harm, lost revenue and an increase in costs to us. Even if these claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could result in legal, settlement or other financial costs, divert the resources of our management and adversely affect our business and operating results. Any failure to maintain high-quality indexes, or a market perception that we do not maintain high-quality indexes, could harm our reputation or adversely affect our ability to market the benefits of our Platform to existing and prospective users.

We face payment and fraud risks that could adversely impact our business.

Our Platform systems and controls relating to customer identity verification, user authentication and fraud detection are complex. If such systems and controls are not effective, our Platform may be perceived as not being secure, our reputation may be harmed, we may face regulatory action and our business may be adversely impacted. In addition, bad actors around the world use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized or fraudulent use of another’s identity, payment information or other information; misrepresentation of the user’s identity, location or skills, including using accounts that they have purchased, borrowed or leased; and the improper acquisition or use of credit or debit card details and banking or other payment account information. These types of illegal activities may increase as platforms like ours gain more prominence, including due to the ongoing disruption to the global supply chain, and as we become more visible as a result of our brand promotion efforts, as bad actors seek to take increasing advantage of us or our users. This conduct on our Platform could result in any of the following, each of which could adversely impact our business:

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bad actors may use our Platform, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as money laundering, moving funds to regions or persons restricted by sanctions or export controls, terrorist financing, fraudulent sale of services, bribery, breaches of security, unauthorized acquisition of data, extortion or use of ransomware, distribution or creation of malware or viruses, piracy or misuse of software and other copyrighted or trademarked content and other misconduct;

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we may be, and historically have been, held liable for the unauthorized use of credit or debit card details and banking or other payment account information and required by card issuers, banks and other payment partners to return the funds at issue and pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees or cease doing business with us;

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we may be subject to additional risk and liability exposure, including for negligence, fraud or other claims, if employees or third-party service providers, including service providers on our Platform, misappropriate our banking, payment or other information or user information for their own gain or to facilitate the fraudulent use of such information;

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if service providers are unable to perform their offered services, Buyers may seek to hold us responsible for the service providers’ acts or omissions and may lose confidence in our Platform, decrease or cease use of our Platform or seek to obtain damages and costs; and

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we may suffer reputational damage adversely impacting our business as a result of the occurrence of any of the above.

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We do not have control over users of our Platform and cannot ensure that any measures we have taken to detect, prevent and mitigate these risks will stop or minimize the use of our Platform for, or to further, illegal or improper purposes.

Buyers sometimes fail to pay their invoices, necessitating action by us to compel payment.

In connection with our Platform, we provide a “payment guarantee” to Sellers for invoiced services on behalf of the Buyer and subsequently invoice the Buyer for such services. In order to maintain these relationships, we have in the past been, and may in the future be, forced to agree to terms that are unfavorable to us, including extended payments terms and providing cash deposits. We also extend credit to certain eligible Buyers in the ordinary course of business as part of our business model. By extending credit, we increase our exposure to uncollected receivables.

From time to time, Buyers fail to pay for services rendered by service providers, and as a result, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the applicable agreement or our terms of service, including through arbitration or litigation. Furthermore, some Buyers may seek bankruptcy protection or other similar relief and fail to pay amounts due, or pay those amounts more slowly, either of which could adversely affect our operating results, financial position and cash flow. All of these risks are made more likely during a macroeconomic downturn and could result in increased costs to us as we guarantee payments to service providers and seek to compel payment from our Buyers.

We are subject to disputes with or between users of our Platform.

Our business model involves enabling connections between Buyers and Sellers of freight services that contract directly through our Platform. Carriers utilize their own terms of service, and often have separate contracts with freight forwarders and other Buyers. Buyers and Sellers on the freightos.com marketplace are subject to various rules and terms for buying and selling on our Platform. Disputes sometimes arise between Buyers and Sellers with regard to their contract terms, service relationship or otherwise, including with respect to service standards and payment. These disputes may occur more frequently during a macroeconomic downturn or when freight costs are particularly high. If either party believes the contract terms were not met, we provide a mechanism for the parties to request assistance from us. Whether or not Buyers and Sellers decide to seek assistance from us, if these disputes are not resolved amicably, the parties might escalate to formal proceedings, such as by filing claims with a court or arbitral authority. Given our role in facilitating and supporting these arrangements, claims may sometimes be brought against us directly as a result of these disputes. Through our terms of service, we disclaim responsibility and liability for any disputes between users; however, we cannot guarantee that these terms will be effective in preventing or limiting our involvement in user disputes or that these terms will be enforceable or otherwise effectively prevent us from incurring liability as a result of disputes between users. In addition, users may assert claims against us regarding their experience on our Platform. Disputes between Buyers and Sellers, and between users and our company, may become more frequent based on conditions outside our control, such as a macroeconomic downturn. Such disputes, or any increase in the number of disputes, may result in an adverse effect on our company, such as a loss of goodwill with users, reputational harm, lost GBV and revenue and an increase in costs to us. Even if these claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could result in legal, settlement or other financial costs, divert the resources of our management and adversely affect our business and operating results.

Our business depends largely on our ability to attract and retain talented employees, including senior management and key personnel. If we lose the services of Zvi Schreiber, our Chief Executive Officer, or other members of our senior management team or key personnel, we may not be able to execute on our business strategy.

Our future success depends in large part on the continued services of senior management and other key personnel and our ability to attract, retain and motivate them. In particular, we are dependent on the services of Zvi Schreiber, our Chief Executive Officer, and our future vision, strategic direction, Platform and

 

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technology could be compromised if he were to take another position, become ill or incapacitated or otherwise become unable to serve as our Chief Executive Officer. We rely on our leadership team and other key personnel in the areas of product, research and development, operations, security, marketing, support and general and administrative functions. While our senior management and many other key personnel are employed pursuant to employment agreements, there can be no assurance that such persons will continue to provide services to us. Further, our senior management and other key personnel are employed in jurisdictions where courts may or may not enforce non-competition and other restrictive covenants included in our employment agreements. We do not maintain any “key-person” life insurance policies. If we lose the services of senior management or other key personnel, if our succession plans prove inadequate, or if we are unable to retain, attract, train, and integrate the highly skilled personnel we need, our business, operating results and financial condition could be adversely affected.

We have made, and may continue to make, changes that have been and will be disruptive to our personnel, such as acquiring other businesses, changes to the composition of our leadership team and other key personnel and reorganizations of reporting lines of our workforce. These changes have resulted, and future personnel changes may result, in increased attrition or reduced productivity of our personnel, including senior management and key personnel, stemming from organizational restructuring, as new reporting relationships are established and as other companies may increasingly target our executives and other key personnel, particularly during the current highly competitive market for qualified personnel. Any such changes may also result in a loss of institutional knowledge, cause disruptions to our business, impede our ability to achieve our objectives or distract or result in diminished morale in, or the loss of, personnel.

Our future success also depends on our continuing ability to retain, attract, train and integrate highly skilled personnel, including software engineers and sales personnel. We face intense competition for qualified personnel from numerous software and other technology companies. In addition, competition for qualified software engineers is particularly intense. We may not be able to retain our current key personnel or attract, train, integrate or retain other highly skilled personnel in the future, all of which may be more difficult given our shift to a flexible work model for our workforce. We may incur significant costs to attract and retain highly skilled personnel, we may lose employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them and our succession plans may be insufficient to ensure business continuity if we are unable to retain key personnel or were to lose a significant portion of our personnel. Further, even highly skilled personnel may fail to be productive. We may not be able to retain personnel of the business that we have acquired, or may acquire in the future. To the extent we move into new geographies, we would need to attract and recruit skilled personnel in those areas.

While we enter into non-competition covenants with our employees in certain jurisdictions, we may be unable to enforce these covenants under the laws of the jurisdictions in which our employees work, and it may be difficult for us to restrict our competitors from benefiting from the expertise our former employees developed while working for us. For example, Israeli labor courts have required employers seeking to enforce non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited number of material interests of the employer, such as the protection of a company’s trade secrets or other intellectual property. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited, that they have divulged proprietary or other confidential information or that their former employers own their inventions or other work product developed while employed by us.

Volatility or lack of appreciation in the trading price of our ordinary shares may also affect our ability to attract new skilled personnel and retain our key personnel. If we are unable to attract and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements, on a timely basis or at all, or if we need to increase our compensation expense to retain our employees, our business, operating results, financial condition and cash flows may be adversely affected.

We may be unable to integrate acquired businesses and technologies successfully or to achieve the expected benefits of such acquisitions. We may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our shareholders and consume resources that are necessary to sustain our business.

Our business strategy may, from time to time, include acquiring complementary products, technologies, businesses or other assets. For example, we acquired 7LFreight in 2021 and Customs Services, Inc. and certain

 

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assets from its Canadian affiliate, which collectively operate an online customs clearance business known as Clearit (“Clearit”) in 2022. We also may enter into relationships with other businesses to expand our Platform or our ability to provide our Platform to more users, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close, and any acquisition, investment or business relationship may result in unforeseen or additional operating difficulties, risks and expenditures. For one or more of those transactions, we may:

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use cash that we may need in the future to operate our business;

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become subject to different laws and regulations due to the nature or location of the acquired business, products, technologies or other assets, or become subject to more stringent scrutiny or differing applications of laws and regulations to which we are currently subject as a result of such transactions;

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issue additional equity or convertible debt securities that would dilute our shareholders’ ownership interest;

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incur expenses or assume substantial liabilities;

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encounter difficulties retaining key personnel of the acquired company or integrating diverse software codes, operations or business cultures;

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encounter difficulties in assimilating acquired operations and development cultures or otherwise fail to realize the anticipated benefits of such transactions;

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encounter diversion of management’s attention to other business concerns;

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become subject to adverse tax consequences, substantial depreciation or deferred compensation charges;

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incur debt on terms unfavorable to us or that we are unable to repay; or

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be required to adopt new, or change our existing, accounting policies.

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Any of these risks could adversely impact our business and operating results.

Our ability to use our net operating loss carryforwards and certain other tax attributes is limited.

As of December 31, 2021, we had estimated net operating loss carryforwards for Israeli income tax purposes of $54.3 million available to offset future taxable income and for Hong Kong income tax purposes of $23.2 million available to offset future taxable income recognized in Hong Kong. Realization of these net operating loss carryforwards depends on future income, and there is a risk that our existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could materially and adversely affect our operating results.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. In addition, we may experience ownership changes in the future as a result of subsequent shifts in our share ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carry-forwards and other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.

Our business could be adversely affected by strikes or work stoppages by seaport or airport employees or employees in other areas of the global freight network.

There may be labor unrest, including strikes and work stoppages, among workers at various transportation providers and in industries affecting the transportation industry, such as ports, railroad,

 

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warehousing and trucking. Freight service providers could be affected, and we could lose business, due to any significant work stoppage or slowdown. Strikes, work slowdowns or labor shortages among longshoremen and other workers at ports in recent years have resulted in reduced activity at the ports for a time, creating an impact on the transportation industry. Work stoppages occurring among owner-operators in a specific market have increased costs periodically in the past. In recent years, there have been strikes involving railroad workers. Future strikes by railroad employees in North America or Europe or anywhere else that our customers’ freight travels by railroad could adversely affect our business. Any significant work stoppage, slowdown or other disruption, including disruption due to restrictions imposed as a result of a pandemic, involving port employees, railroad employees, warehouse employees or truck drivers could adversely affect our business and results of operations. Our employees in Barcelona are represented by a government-mandated collective bargaining agreement, and none of our other employees are represented by a collective bargaining agreement. If in the future our employees decide to unionize, this could increase our operating costs and potentially force us to alter the way we operate causing an adverse effect on our operating results.

Risks Related to Freightos’ Intellectual Property, Information Technology, Data Privacy and Security

In this sub-section the terms “we,” “us” and “our” refer to Freightos.

Errors, defects or disruptions in our Platform could diminish demand, adversely impact our financial results and subject us to liability.

Our Solutions segment offerings, including SaaS and data, and our Platform enable our users to manage important aspects of their businesses, and any errors, defects or disruptions in our SaaS and data offerings or our Platform, or other performance or availability problems with our infrastructure, could harm our brand and reputation, negatively impact our operating results or otherwise damage our business or the businesses of our users. As the usage of our Platform grows, and as we introduce new offerings and services and look to expand our reach with more industry participants over time, we will need an increasing amount of technical infrastructure and continued infrastructure modernization, including network capacity and computing power, to continue our operations. We may fail to effectively scale and grow our technical infrastructure to accommodate these increased demands, which may adversely affect our user experience. We also rely on third-party software and infrastructure, including the infrastructure of the internet, to provide our Platform. Any failure of or disruption to this software and infrastructure could also make our Platform unavailable to our users. Internet shutdowns in certain jurisdictions are becoming more frequent, including in response to civil unrest or prior to contested political elections, and any shutdown in a jurisdiction in which a significant number of our users are located will adversely affect user activity of our SaaS and data offerings or on our Platform throughout the duration of such shutdown. Our Platform is constantly changing with new updates, which may contain undetected errors when first introduced or released. Any errors, defects, disruptions in service, or other performance or stability problems with our Platform, or the inadequacy of our efforts to adequately prevent or timely detect or remedy errors or defects, could result in negative publicity, loss of or delay in market acceptance of our Platform, loss of competitive position, our inability to timely and accurately maintain our financial records, interference with our customers’ ability to contract for, or the ability of service providers to complete, bookings on our Platform, inaccurate or delayed invoicing of end customers, delay of payment to us or service providers, claims by users for losses sustained by them or investigation and corrective action taken by regulatory agencies. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help resolve the issue. Accordingly, any errors, defects or disruptions in our Platform could adversely impact our brand and reputation, revenue and operating results.

If we are unable to comply with our security obligations or our computer systems are or become vulnerable to security incidents or other operational disruptions, we may face reputational damage and lose clients and revenue.

The services we provide are often critical to our users’ businesses. Our contracts generally require us to comply with security obligations, which could include maintaining network security and backup data, not breaching any security protocols on our users’ systems that we have access to, ensuring our network is virus-free, maintaining business continuity planning procedures and verifying the integrity of employees and contractors that work with our users. Any failure in a user’s system, whether or not a result of or related

 

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to the services we provide, or breach of security relating to the services we provide to the user could damage our reputation or result in a claim for substantial damages against us. Our liability for breaches of data security or information security requirements, for which we may be required to indemnify our users, may be extensive. Any significant failure of our equipment or systems, or any major disruption to basic infrastructure like power and telecommunications in the locations in which we operate, could impede our ability to provide services to our users, have a negative impact on our reputation, cause us to lose users and adversely affect our results of operations.

In addition, we often have access to or are required to collect and store confidential user data. If any person, including any of our employees or contractors or former employees or contractors, penetrates our network security, accidentally exposes our data or code or misappropriates data or code that belongs to us, our users, or our users’ customers, we could be subject to significant liability from our users or from our users’ customers for breaching contractual confidentiality provisions or privacy laws. Unauthorized disclosure of sensitive or confidential data, whether through breach of our computer systems, systems failure, loss or theft of confidential information or intellectual property belonging to our users or our users’ customers, or otherwise, could damage our reputation, cause us to lose users and revenue, and result in financial and other potential losses by us.

Our internal computer and information technology systems, or those of our vendors, users or contractors, have been and may in the future be subject to cyberattacks or security incidents, which could result in a material operational or developmental disruption, or otherwise adversely affect our business, financial condition, results of operations, cash flows, result in reputational damage and cause us to lose existing or future users and revenue.

Despite our efforts to implement security measures, our internal computer and information technology systems and those of our vendors, users and contractors are vulnerable to attack and damage from computer viruses, malware, denial of service attacks, unauthorized access or other harm, including from threat actors seeking to cause disruption to our business. We face risks related to the protection of information that we maintain — or engage a third-party to maintain on our behalf — including unauthorized access, acquisition, use, disclosure or modification of such information. Cyberattacks are increasing in their frequency, sophistication and intensity and have become increasingly difficult to detect. Cyberattacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Cyberattacks also could include phishing attempts or e-mail fraud to cause unauthorized payments or information to be transmitted to an unintended recipient or to permit unauthorized access to systems. A material cyberattack or security incident could cause interruptions in our operations and could result in a material disruption of our business operations, damage to our reputation, financial condition, results of operations, cash flows and prospects.

In the ordinary course of our business, we collect and store data that we are required to protect, including, among other data, personal information about our employees, intellectual property and proprietary business information. We also collect and store data, including through the use of third parties that host the data on our behalf, on behalf of our users, which could include their personal data, and information about their business that they deem proprietary, among other data. Any cyberattack or security incident that leads to unauthorized access, acquisition, use, modification or disclosure of any such information, whether pertaining to us, our users (former, current, prospective), could harm our reputation, cause us not to comply with U.S. federal and/or state, European or other non-U.S., data breach notification laws, our contractual obligations and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information and under contract. In addition, we could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in our information systems and networks and those of our vendors, including personal information of our employees and company, user and vendor confidential data.

In addition, outside parties have previously attempted and may in the future attempt to penetrate our systems or those of our vendors or fraudulently induce our personnel or the personnel of our vendors to disclose information in order to gain access to our systems or data or seek to gain a fraudulent payment (such as through a phishing/wire fraud scheme). The number and complexity of these threats continue to

 

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increase over time. If a material breach of our information technology systems or those of our vendors occurs, the market perception of the effectiveness of our security measures could be harmed and our reputation and credibility could be damaged, resulting in increased costs and potential losses to us.

Our insurance coverage may not be adequate to cover losses associated with security incidents, and in any case, such insurance may not cover all of the types of costs, expenses and losses we could incur to address a security incident. As a result, we may be required to expend significant additional resources to protect against the threat of these issues or to alleviate problems caused by the same. In addition, we could be subject to regulatory actions and/or claims made by individuals and groups in private litigation related to data collection and use practices and other data privacy laws and regulations, including claims for misuse or inappropriate disclosure of data, as well as unfair or deceptive practices. Although we develop and maintain systems and controls designed to prevent these events from occurring, and we have a process to identify and mitigate threats, the development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated. Moreover, despite our efforts, the possibility of these events occurring cannot be eliminated entirely and there can be no assurance that any measures we take will prevent cyberattacks or security incidents that could adversely affect our business, financial condition, results of operations, cash flows and prospects.

We are vulnerable to intellectual property infringement claims and challenges to our own intellectual property rights brought against us by third parties.

We operate in a highly competitive industry, and there has been considerable activity in the software industry to develop and enforce intellectual property rights. Intellectual property infringement claims against us or our users or third-party partners could result in monetary liability or a material disruption in the conduct of our business. We cannot be certain that aspects of our Solutions segment offerings, our Platform, content and brand names do not or will not infringe valid patents, trademarks, copyrights or other intellectual property rights held by third parties, including our competitors. Also, we may in the future be subject to legal proceedings and claims relating to the intellectual property of others, including our competitors. The likelihood of intellectual property-related litigation and disputes may increase due to the increased attention on us in connection with the business combination and increased attention on our market segment due to the ongoing disruption to the global supply chain. Companies, including non-practicing entities, have also sent us demand letters alleging that we infringe their intellectual property. We may receive such demand letters seeking licensing fees, royalties and damages and demanding that we cease certain commercial activity in the future. Our competitors and other third parties may in the future challenge our registration or use of our trademarks, including “Freightos,” and other intellectual property rights, and such a challenge, even if not successful, could adversely affect our brand and business. Our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have or trademarks or other rights that pre-date and take precedence over our own. We may also be obligated to obtain licenses from third parties or modify our Solutions segment offerings, our Platform or marketing strategy, and each such obligation would require us to expend additional resources and could divert the attention of management. Some of our infringement indemnification obligations related to intellectual property are contractually capped at a very high amount or not capped at all.

Any litigation or other disputes relating to allegations of intellectual property infringement could subject us to significant legal costs, devotion of internal resources and liability for damages, invalidate our proprietary rights or force us to do one or more of the following:

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cease conducting certain operations in some or all jurisdictions, or stop using technology that contains the allegedly infringing intellectual property;

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stop using the name “Freightos” or other trademarks in some or all jurisdictions;

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incur significant legal expenses;

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pay substantial damages or ongoing royalty payments to the party whose intellectual property rights we may be found to be infringing;

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pay substantial amounts in settlement to a party that asserts allegations of intellectual property infringement;

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prevent us from offering aspects of our Platform or make expensive and disruptive changes to our Platform or our methods of doing business; or

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attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all.

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Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert resources and the attention of management and adversely affect our business and operating results. We expect that the occurrence of infringement claims is likely to grow as the market segment for optimized global freight solutions and the users that engage them grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could require us to expend additional financial and management resources.

Failure to protect our intellectual property could adversely affect our business.

Our success depends in large part on our proprietary technology and data. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and contractual arrangements, to protect our proprietary rights. In addition, to protect our brand, we may be required to expend substantial resources to register and defend our trademarks and to prevent others from using the same or substantially similar marks. As competitors enter our market segment, our exposure to unauthorized copying and use of our Solutions segment offerings, our Platform, technology, intellectual property and other proprietary information may increase. If we do not protect and enforce our intellectual property rights successfully or cost-effectively, our competitive position may suffer, which would adversely impact our operating results.

Our pending and future patent or trademark applications may not be approved, or competitors or others may challenge the validity, enforceability or scope of our patents, the registrability or validity of our trademarks or the trade secret status of our proprietary information. If we are unsuccessful in a dispute or litigation, we may be unable to stop competitors or others from using our marks or confusingly similar marks and we may suffer dilution, loss of reputation, genericization or other harm to our brand. Efforts to protect and enforce our intellectual property rights, even if successful, may be costly, negatively impact our brand, negatively affect worker productivity and be time consuming and distracting to our management. There can be no assurance that additional patents or trademarks will be issued or that any patents or trademarks that are issued will provide significant protection for our intellectual property. In addition, our patents, copyrights, trademarks, trade secrets and other intellectual property rights may not provide us a significant competitive advantage. There is no assurance that the particular forms of intellectual property protection that we seek, including business decisions about when and where to file patents or register or renew trademarks and when and how to maintain and protect trade secrets, will be adequate to protect our business, or that common law protection will be sufficient for marks or in jurisdictions where we do not register the marks.

We may not pursue or file patent applications or apply for registration of copyrights or trademarks in the United States and foreign jurisdictions in which we have a presence with respect to our potentially patentable inventions, works of authorship and marks and logos for a variety of reasons, including the cost of procuring such rights and the uncertainty involved in obtaining adequate protection from such applications and registrations. Moreover, recent amendments to developing jurisprudence regarding, and possible changes to, intellectual property laws and regulations, including U.S. and foreign patent law, may affect our ability to protect and enforce our intellectual property rights or defend against claims alleging we are infringing others’ rights. If the intellectual property rights that we develop are not sufficient to protect our proprietary technology and data, our brand, business, financial condition and operating results could be adversely affected.

In addition, the laws of some countries provide varying levels of protection for our intellectual property. As we operate globally, our exposure to unauthorized copying and use of our SaaS offerings, our Platform and proprietary information could increase. Despite our precautions, our intellectual property is vulnerable to unauthorized access through employee or third-party error or actions, theft, cybersecurity incidents and other security breaches and incidents. It is possible for third parties to infringe upon or misappropriate our intellectual property, to copy our Platform and to use information that we regard as

 

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proprietary to create products and services that compete with ours. Effective intellectual property protection may not be available to us in every country in which our Platform is available. In addition, many countries limit the enforceability of patents or other intellectual property rights against certain third parties, including government agencies or government contractors. In these countries, patents or other intellectual property rights may provide limited or no benefit. Further, certain countries impose additional conditions on the transfer of intellectual property rights from individuals to companies, which may make it more difficult for us to secure and maintain intellectual property protection in those countries. We may need to expend additional resources to defend our intellectual property rights domestically or internationally, which could be costly, time consuming, and distracting to management and could impair our business or adversely affect our domestic or international expansion. If we cannot adequately protect and defend our intellectual property, we may not remain competitive, and our business, operating results and financial condition may be adversely affected.

We rely on trade secrets as an important aspect of our intellectual property program and to cover much of our technology and know-how. We seek to protect our trade secrets and obtain rights in intellectual property developed by service providers through confidentiality and invention assignment or intellectual property ownership agreements with our employees, contractors and other parties. We also take other measures to protect our information and data, including implementing acceptable use policies, limiting access to our information and data through technological means and monitoring and limiting the dissemination of our information and data outside of company-owned information systems. We cannot ensure that these agreements, or all the terms thereof, will be enforceable or compliant with applicable law, or that these agreements and other measures will be effective in controlling access to, use of, and distribution of our proprietary information or in effectively securing and maintaining exclusive ownership of intellectual property developed by our current or former employees and contractors. Most of our employees and contractors work remotely much of the time, which may make it more difficult to control use of confidential materials, increasing the risk that our source code or other confidential or trade secret information may be exposed. Further, these agreements with our employees, contractors and other parties may not prevent other parties from independently developing technologies that are substantially equivalent or superior to our intellectual property. In addition, trade secret protection will not be able to stop third parties from independently developing competing technology. Any failure to protect intellectual property that we develop or our proprietary technology and data would adversely affect our business, operating results and financial condition.

Even if we spend significant time and resources securing and monitoring our intellectual property rights, we may not be able to detect infringement by third parties. Our competitive position may be adversely impacted if our efforts to secure and protect our intellectual property are not successful, or we cannot detect infringement or enforce our intellectual property rights quickly or at all. In some circumstances, we may choose not to pursue enforcement because an infringer may have a dominant intellectual property position or for other business reasons. In addition, competitors might avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. We may in the future be forced to rely on litigation, opposition and cancellation actions and other claims and enforcement actions to protect our intellectual property, including to dispute registration, use of marks that may be confusingly similar to our own marks or use of technologies that infringe on our intellectual property. Similar claims and other litigation may be necessary in the future to enforce and protect our intellectual property rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses; counterclaims attacking the scope, validity and enforceability of our intellectual property rights; or counterclaims and countersuits asserting infringement by us of third-party intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand and our business, and we could lose the right to use certain intellectual property or lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others.

Our SaaS offerings, our Platform and other software contain open source software components, and failure to comply with the terms of the underlying licenses could restrict our ability to market or operate our Platform.

Our SaaS offerings, our Platform and other software incorporates certain open source software components. An open source license typically permits the use, modification and distribution of software in

 

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source-code form subject to certain conditions. Some open source licenses contain conditions that any person who distributes a modification or derivative work of software that was subject to an open source license make the modified version subject to the same open source license. Distributing software that is subject to this kind of open source license can lead to a requirement that certain aspects of our Platform be distributed or made available in source code form. Although we do not believe that we have used open source software in a manner that might condition its use on our distribution of any portion of our Platform in source code form, the interpretation of open source licenses is complex and, despite our efforts, it is possible that we may be liable for copyright infringement, breach of contract or other claims if our use of open source software is adjudged not to comply with the applicable open source licenses.

Moreover, we cannot ensure that our processes for controlling our use of open source software in our Platform will be effective. If we have not complied with the terms of an applicable open source software license, we may need to seek commercial licenses from third parties to continue offering our Platform and the terms on which such licenses are available may not be economically feasible, to re-engineer our Platform to remove or replace the open source software, to discontinue offering our Platform if re-engineering could not be accomplished on a timely basis, to pay monetary damages or to make available the source code for aspects of our proprietary technology, any of which could adversely affect our business, operating results and financial condition.

In addition to risks related to license requirements, use of open source software can involve greater risks than those associated with use of third-party commercial software, as open source licensors generally do not provide warranties or assurances of title, performance or non-infringement, nor do they control the origin of the software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business.

We rely on AWS and Google Cloud and other cloud and technology providers to deliver our products and services to our users, and any disruption of service from AWS or Google Cloud or material change to our arrangement with AWS or Google Cloud could adversely affect our business.

We currently host our SaaS offerings, our Platform and other software solutions, serve our users and support our operations using AWS and Google Cloud, providers of cloud infrastructure services. We do not have control over the operations of the facilities of AWS or Google Cloud that we use. AWS’s and Google Cloud’s facilities are vulnerable to failure, damage or interruption from a number of causes, including from earthquakes, hurricanes, floods, fires, cybersecurity attacks, terrorist attacks, power losses, telecommunications failures and similar events or could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of any of these events, a decision to close the facilities or cease or limit providing services to us without adequate notice or other unanticipated problems could result in interruptions to our Platform, including lengthy interruptions. Our SaaS offerings, our Platform and other software solutions’ continuing and uninterrupted performance is critical to our success and users may become dissatisfied by any system failure that interrupts our ability to provide our solutions to them. We may not be able to easily switch our AWS or Google Cloud operations to another cloud or other data center provider if there are disruptions or interference with our use of AWS or Google Cloud, and, even if we do switch our operations, other cloud and data center providers are subject to the same risks. Sustained or repeated system failures could reduce the attractiveness of our Platform to users, cause users to decrease their use of or cease using our Platform and adversely affect our business. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our Platform. We currently do not carry business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our services.

Neither AWS nor Google Cloud has an obligation to renew its agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements or unable to renew on commercially reasonable terms, our agreements are prematurely terminated or we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If these providers charge high costs for or increase the cost of their services, we may have to increase the fees to use our Platform and our operating results may be adversely impacted.

 

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Legal and Regulatory Risks Related to Freightos’ Business

In this sub-section the terms “we,” “us” and “our” refer to Freightos.

Regulatory, legislative or self-regulatory/standard developments regarding privacy, data security and information security matters could adversely affect our ability to conduct our business and cause increased costs of compliance.

We, along with a significant number of our users, are subject to laws, rules, regulations and industry standards related to data privacy and cyber security, and restrictions or technological requirements regarding the collection, use, storage, protection, retention, transfer and other processing of personal data. For example, the European Union General Data Protection Regulation, or GDPR, came into force in May 2018 in respect of processing operations carried out in the context of the activities of an establishment in the European Economic Area (the “EEA”), and any processing relating to the offering of goods or services to individuals in the EEA and/or the monitoring of their behavior in the EEA. Also, the United Kingdom has implemented its own version of the GDPR, the so-called U.K. GDPR; therefore, as a practical matter, the GDPR continues to apply in substantially equivalent form to processing operations carried out in the context of the activities of an establishment in the United Kingdom, any processing relating to the offering of goods or services to individuals in the United Kingdom and/or monitoring of their behavior in the United Kingdom. Accordingly, where we refer to the GDPR in this section, we are also referring to the U.K. GDPR in the context of U.K. processing operations, unless the context requires otherwise.

In the United States, the rules and regulations to which we may be subject include those promulgated under the authority of the Federal Trade Commission, state regulators and regulator enforcement positions and expectations. At the state level, all states have implemented security breach notification laws. Many states have adopted issue-specific laws pertaining to use of GPS and biometrics, among other technologies. Additionally, several states, including California, Virginia, Maryland and Utah, have enacted laws creating new individual privacy rights for consumers (as that word is broadly defined in the law) and placing increased privacy and security obligations on entities handling personal data of consumers or households. The California Consumer Privacy Act (the “CCPA”), the only such law currently in effect, requires covered companies to provide new disclosures to California consumers and provide such consumers ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations and allows for a new cause of action for data breaches. Additionally, a new privacy law, the California Privacy Rights Act, or the CPRA, was approved by California voters in the November 2020 election. The CPRA, which will take effect in most material respects in January 2023, modifies the CCPA significantly, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Other U.S. states, including Colorado, Virginia and Utah, have enacted similar — but not identical — laws. As our business is directed exclusively to business consumers, we may not be subject to all such consumer-directed privacy laws. Nonetheless, we must evaluate whether and to what extent we are required to comply with any such law; to the extent that we are subject to these or other privacy laws, we may be required to implement additional processes or procedures or change the way in which we do business, ultimately increasing costs and limiting our ability to collect, use and share data subject to those laws.

The GDPR provides that EEA member states and the United Kingdom may make their own further laws and regulations to introduce supplementary requirements in certain areas. Such country specific regulations, as well as differing and/or conflicting interpretations of the GDPR across the EEA and the United Kingdom, may lead to divergence in the application of the laws that govern our processing of personal data across the EEA and/or the United Kingdom, endeavoring to comply with each of which may increase our costs and could increase our overall compliance risk. Such country-specific regulations could also limit our ability to collect, use and share data in the context of our EEA and/or U.K. operations and/or could cause our compliance costs to increase, ultimately having an adverse impact on our business and harming our business and financial condition.

Collectively, European data protection laws (including the GDPR) are wide-ranging in scope and impose numerous, significant and complex compliance burdens in relation to the processing of personal data. Specifically, the GDPR introduced numerous privacy-related changes for companies operating in the United Kingdom and EEA, including greater control over personal data by data subjects (e.g., the “right to be forgotten”), increasing transparency obligations to data subjects, requiring the establishment of a legal

 

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basis for processing personal data, creating obligations to appoint data protection officers and/or U.K. and/or EU representatives in certain circumstances, establishing obligations to implement certain technical and organizational safeguards to protect the security and confidentiality of personal data, introducing data breach notification requirements and increasing fines. In particular, fines of up to €20 million or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. In addition to administrative fines, a wide variety of other potential enforcement powers are available to competent supervisory authorities in respect of potential and suspected violations of the GDPR, including extensive audit and inspection rights and powers to order temporary or permanent bans on all or some processing of personal data carried out by noncompliant actors. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR. Additionally, as noted above, the United Kingdom has transposed the GDPR into the laws of the United Kingdom by way of the U.K. GDPR, which could expose us to two parallel regimes, each of which potentially authorizes similar fines, with the U.K. GDPR permitting fines of up to the higher of £17.5 million or 4% of annual global revenue of any noncompliant company; as well as other potentially divergent enforcement actions for certain violations.

The GDPR requirements apply not only to third-party transactions, but also to transfers of personal data between, and other processing of personal data by, us and our subsidiaries, including employee information. The GDPR also restricts transfers of personal data to the United States and other countries, known as ‘third countries’, outside Europe in respect of which the European Commission or other relevant regulatory body has not issued a so-called ‘adequacy decision’, unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data. This is an area of evolving complexity and achieving effective compliance with ever changing requirements and guidance in relation to data transfers from Europe is highly challenging. If we are unable to implement sufficient safeguards to ensure that our transfers of personal data from Europe are lawful, we may face increased exposure to regulatory action(s), substantial fines and injunctions against processing personal data from Europe. Loss of our ability to lawfully transfer personal data out of Europe to the United States or any other jurisdictions may (1) restrict our activities outside Europe, (2) limit our ability to work with partners, service providers, contractors and other companies outside Europe and/or (3) require us to increase our data processing capabilities in Europe at significant expense or otherwise cause us to change the geographical location or segregation of our relevant systems and operations — any or all of which could adversely affect our financial results.

Additionally, other countries outside of the European Union in which we operate, including China and Israel, have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our services and operating our business. The type of challenges we face in Europe will likely also arise in other jurisdictions that adopt laws similar in construction to the GDPR or regulatory frameworks of equivalent complexity.

Seeking to comply with evolving data protection requirements has caused us to expend significant resources and such expenditures are likely to continue into the near future as we respond to new interpretations, additional guidance and potential enforcement actions and patterns. While we have taken steps to comply with the GDPR, we cannot assure you that our efforts to achieve and remain in compliance have been, and/or will continue to be, fully successful.

Globally, governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, regulations and standards covering user privacy, data security, technologies such as cookies that are used to collect, store and/or process data, marketing online, the use of data to inform marketing, the taxation of products and services, unfair and deceptive practices and the collection (including the collection of information), use, processing, transfer, storage and/or disclosure of data associated with unique individual internet users. New regulation or legislative actions regarding data privacy and security (together with applicable industry standards) may increase the costs of doing business and could have a material adverse impact on our operations and cash flows.

We make public statements about our use and disclosure of personal data, including through our privacy policy. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. Moreover, despite our efforts, we may not be

 

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successful in achieving compliance if our employees or vendors fail to comply with our published policies and documentation. The publication of our privacy policy and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

Any failure or perceived failure (including as a result of deficiencies in our policies, procedures or measures relating to privacy, data protection, marketing or client communications) by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity and could cause our clients and partners to lose trust in us, which could have an adverse effect on our reputation and business. We expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy, data protection, marketing, consumer communications and information security in the United States, the United Kingdom, the European Union and other jurisdictions, and we cannot determine the impact such future laws, regulations and standards may have on our business. Future laws, regulations, standards and other obligations or any changed interpretation of existing laws or regulations could impair our ability to develop and market new services and maintain and grow our client base and increase revenue.

The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies or changes in tax legislation or policies could impact our future financial position and results of operations.

Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in a number of jurisdictions.

In 2015, the Organization for Economic Co-operation and Development (the “OECD”) published final recommendations on base erosion and profit shifting (“BEPS”). These recommendations proposed the development of rules directed at counteracting the effects of tax havens and preferential tax regimes in countries around the world. Several of the areas of tax law on which the BEPS project focused have led or will lead to changes in the domestic law of individual OECD jurisdictions. These changes include (amongst others) restrictions on interest and other deductions for tax purposes, the introduction of broad anti-hybrid regimes and reform of controlled foreign company rules. Changes are also expected to arise in the application of certain double tax treaties, which may restrict the ability of certain members of the Freightos group to rely on the terms of relevant double tax treaties in certain circumstances. Further, recent BEPS developments such as the OECD Inclusive Framework’s global tax reform statements in October 2021 include proposals for new profit allocation and nexus rules and for rules (including Pillar Two model rules released in December 2021) to ensure that the profits of multinational enterprises are subject to a minimum rate of tax. If these are enacted, we would expect our tax costs and operational expenses related to this complex compliance to increase.

Changes of law in individual jurisdictions which may arise as a result of the BEPS project or other tax measures may ultimately increase the tax base of individual members of the Freightos group in certain jurisdictions or the worldwide tax exposure of the Freightos group. Changes of law may also include revisions to the definition of a “permanent establishment” and the rules for attributing profit to a permanent establishment. Other changes may focus on the goal of ensuring that transfer pricing outcomes are in line with value creation.

Such changes to tax laws could increase their complexity and the burden and costs of compliance. Additionally, such changes could also result in significant modifications to existing transfer pricing rules and could potentially have an adverse impact on our taxable profits in various jurisdictions.

We may have exposure to additional tax liabilities.

As an international business providing global freight booking services around the world, we are subject to income taxes and non-income-based taxes. Although we believe that our tax filing positions are reasonable and comply with applicable law, we regularly review our tax filing positions, especially in light of tax law

 

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or business practice changes, and we may change our positions or determine that previous positions should be amended, either of which could result in additional tax liabilities. Significant judgment is required to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business, and as a result, amounts recorded may be subject to adjustments by the relevant tax authorities. The final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. If current or future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our results of operations, financial condition and cash flows.

In general, governments are increasingly focused on ways to increase tax revenues, which has contributed to an increase in audit activity, more aggressive positions taken by tax authorities, more time and difficulty to resolve any audits or disputes and an increase in new tax legislation. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on our business, results of operations and financial condition.

Certain countries have taken steps to unilaterally introduce a digital services tax to address the issue of multinational businesses carrying on business in their jurisdiction without a physical presence and therefore generally not being subject to income tax in those jurisdictions. These digital services taxes are calculated as a percentage of revenue rather than net income or profits. The interpretation and implementation of the various digital services taxes (especially if there is inconsistency in the application of these taxes across tax jurisdictions) could have a materially adverse impact on our results of operations and cash flows. Due to the global scale of our business activities, any changes in tax law that apply to our activities, such as new definitions of permanent establishment, new nexus and profit allocation rules or the combined effect of tax laws in multiple jurisdictions may increase our worldwide effective tax rate, increase the complexity and costs associated with tax compliance and adversely affect our cash flows and results of operations.

We are also subject to other non-income-based taxes, such as value-added, payroll, sales, use, excise and goods and services taxes. From time to time, we may be under audit or investigation by tax authorities or involved in legal proceedings related to these non-income-based taxes or we may revise or amend our tax positions, which may result in additional non-income-based tax liabilities.

We are subject to a complex regulatory environment, and failure to comply with and adapt to these regulations could result in penalties or otherwise adversely impact our business.

We are affected by ever increasing regulations from a number of sources in the global locations in which we operate. Many of these regulations are complex and require varying degrees of interpretation, including those related to trade compliance, data privacy, environmental, employment, compensation and competition, and may result in unforeseen costs.

In reaction to the continuing global terrorist threat, governments around the world are continuously enacting or updating security regulations. These regulations are multi-layered, increasingly technical in nature and characterized by a lack of harmonization of substantive requirements among various governmental authorities. Furthermore, the implementation of these regulations, including deadlines and substantive requirements, can be driven by regulatory urgencies rather than industry’s realistic ability to comply.

We are and, in the future, may be regulated and licensed by various federal, state, and local transportation agencies in the countries in which we operate. We are subject to regulation as a customs broker under licenses issued by the U.S. Customs and Border Protection (“USCBP”) and the Canada Border Services Agency (“CBSA”). As such, we are required to maintain prescribed records and are subject to periodic audits by the appropriate governmental authority. The regulations are complicated and subject to change. There can be no assurance that we will comply with all of the requirements of the USCBP or CBSA, and our failure to do so would jeopardize our licenses and our ability to continue offering and providing customs brokerage services. Some of the Sellers on our Platform are engaged in activities that require a license, including customs brokerage, U.S. ocean freight forwarding, and providing insurance. Other than Clearit, Freightos is not

 

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itself licensed to carry out such activities and while we state on our Platform that we are not acting as a service provider, there can be no assurance that we will not face claims that we are required to comply with such requirements.

On June 16, 2022, President Biden signed the Ocean Shipping Reform Act of 2022 (“OSRA”) into law, which provides, among things, that no person may operate a shipping exchange involving ocean transportation in the foreign commerce of the United States unless the shipping exchange is registered as a national shipping exchange under US law. The OSRA further provides that a person shall register a shipping exchange by filing with the Federal Maritime Commission (“FMC”) an application for registration in such form as the FMC, by rule, may prescribe, containing the rules of the exchange and such other information and documents as the FMC, by rule, may prescribe as necessary or appropriate to complete a shipping exchange’s registration. The OSRA provides that the FMC shall issue regulations no later than three years after the enactment of the law. For purposes of OSRA, the term ‘shipping exchange’ means a platform (digital, over-the-counter, or otherwise) that connects shippers with common carriers for the purpose of entering into underlying agreements or contracts for the transport of cargo, by vessel or other modes of transportation. We do not yet know what regulations the FMC will adopt, nor whether any part of our Platform will be a shipping exchange under the law requiring us to be registered with the FMC.

Failure to consistently and timely comply with these or additional regulations, such as the application of California law “AB5” to our service providers located in California, or the failure, breach or compromise of our policies and procedures or those of our service providers or agents, may result in increased operating costs, damage to our reputation, difficulty in attracting and retaining key personnel, restrictions on operations or fines and penalties.

Failure to comply with anti-corruption, anti-money laundering and sanctions laws, and similar laws associated with our activities in and outside of the United States, could subject us to penalties and other adverse consequences.

We have voluntarily implemented an anti-money laundering compliance program designed to address the risk of our Platform being used to facilitate money laundering, terrorist financing or other illegal activity. Our program may not be sufficient to prevent our Platform from being used to improperly move money or may be found not to satisfy the expectations of our partners or regulators. In addition, if we or a regulator determines that we are required to comply with anti-money laundering laws (such as the U.S. Bank Secrecy Act (BSA), 31 U.S.C. § 5311), we may be required to enhance or alter our anti-money laundering compliance program. We also have policies, procedures and technology designed to allow us to comply with economic sanctions laws in the countries in which we operate and prevent our Platform from being used to facilitate business in countries, regions or with persons or entities included on designated lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control, which we refer to as OFAC, and equivalent foreign authorities. Our efforts to comply with OFAC regulations may not be effective, including in preventing users from using our services within the OFAC-sanctioned countries and regions, our partners or regulators may determine they are insufficient, or we may be required to comply with new sanctions laws and regulations, which may require us to further revise or expand our compliance program. For example, geopolitical events may result in new sanctions negatively affecting our users and business. Given the technical limitations in developing controls to prevent, among other things, the ability of users to publish on our Platform false or deliberately misleading information or to develop sanctions-evasion methods, it is possible that we may inadvertently and without our knowledge provide services to individuals or entities that have been designated by OFAC or are located in a country subject to an embargo by the United States that may not be in compliance with the economic sanctions regulations administered by OFAC.

Consequences for failing to comply with applicable anti-money laundering and sanctions laws and regulations, even unintentional violations, could include fines, criminal and civil lawsuits, forfeiture of significant assets or other enforcement actions. We could also be required to make costly and burdensome changes to our business practices or compliance programs as a result of regulatory scrutiny, voluntary changes we may make to our business strategy or the expansion of our operations. In addition, any perceived or actual breach of compliance by us, our users or payment partners with respect to applicable laws, rules and regulations could have a significant impact on our reputation and could cause us to lose existing users, prevent us from obtaining new users, cause other payment partners to terminate or not renew their agreements with us, negatively impact investor sentiment about our company, require us to expend significant funds to

 

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remedy problems caused by violations and to avert further violations and expose us to legal risk and potential liability, all of which may adversely affect our business, operating results and financial condition and may cause the price of our ordinary shares to decline.

We are also subject to the anti-bribery/anti-corruption laws in the jurisdictions in which we conduct business, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). These laws generally prohibit companies as well as their employees and agents from improperly influencing government officials or commercial parties in order to, among other things, obtain or retain business, direct business to any person or gain an improper business advantage. We face significant risks if we fail to comply with these laws. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. We may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities, and we may be held liable for the corrupt or other illegal activities of our employees, representatives, contractors, partners and agents, even if we prohibit or do not explicitly authorize such activities. While we have implemented an anti-corruption compliance policy, there is no guarantee that such policy is or will be fully effective at all times, and our employees, users and agents, as well as those contractors to which we outsource certain of our business operations, may take actions in violation of our policies, procedures, agreements and/or applicable laws, for which we may be ultimately held responsible.

Any violation of the FCPA, other applicable anti-bribery/anti-corruption laws, anti-money laundering or sanctions laws, could result in investigations and actions by federal or state attorneys general or foreign regulators, loss of export privileges, severe criminal or civil fines and penalties or other sanctions, forfeiture of significant assets, whistleblower complaints and adverse media coverage, which could have an adverse effect on our reputation, business, operating results and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Further, even if we maintain proper controls and remain in compliance with applicable anti-corruption, anti-bribery/anti-money laundering and sanctions laws or regulations, should any of our competitors not implement sufficient controls and be found to have violated such laws or regulations, user perception of online freight platforms in general may decrease and our business, brand and reputation may be adversely affected.

We may be subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we violate such controls.

Since 2018 in particular, there have been political and trade tensions among a number of the world’s major economies. These tensions have resulted in the implementation of tariff and non-tariff trade barriers and sanctions, including the use of export control restrictions and sanctions against certain countries, individuals and companies. Any increase in the use of export control restrictions and sanctions to target certain countries and entities or any expansion of the extraterritorial jurisdiction of export control laws could impact our ability to compete globally. In addition, measures adopted by an affected country to counteract impacts of another country’s actions or regulations could lead to legal liability to multinational companies, including us. For example, in January 2021, China adopted a blocking statute that, among other matters, entitles Chinese entities incurring damages from a multinational’s compliance with foreign laws to seek civil remedies. In February 2022, due to the military conflicts between Russia and Ukraine, several major economies, including the United States, the United Kingdom and the European Union imposed economic sanctions against Russia and certain Russian persons and entities. Our current operations have not been materially, directly affected by the expanded export control regulations or the novel rules or measures adopted to counteract them. Nevertheless, depending on future developments of global trade tensions, such regulations, rules or measures may have an adverse impact on our business and operations and we may incur significant legal liability and financial losses as a result.

Any change in export or import regulations, economic sanctions or related legislation or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our Platform by existing or potential users with international operations. Any decreased use of our Platform or limitation on our ability to export or sell our products would likely adversely affect our business, operating results and financial results.

 

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Adverse litigation judgments or settlements resulting from legal or arbitral proceedings in which we may be involved could expose us to monetary damages, equitable restraints or limit our ability to operate our business.

In the future, we may become involved in private actions, collective actions, investigations and various other legal proceedings by users, service providers and government agencies that may have a potential material impact on our business. We may be subject to litigation relating to various matters relating to our business. The results of any such litigation, investigations and legal proceedings are inherently unpredictable and expensive. Any claims against us, whether meritorious or not, could be time consuming, costly and harmful to our reputation, and could require significant amounts of management time and corporate resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or be forced to change the way in which we operate our business, which could have an adverse effect on our business, financial condition and operating results.

In addition, arbitration provisions may be included in our terms of service with users. These provisions may be intended to streamline the litigation process for all parties involved, as arbitration can in some cases be faster and less costly than litigating disputes in state or federal court. However, if we choose to include arbitration provisions, arbitration may become more costly for us or the volume of arbitrations may increase and become burdensome. Further, the use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. To minimize these risks, we have in the past and may in the future voluntarily limit our use of arbitration provisions, or we may be required to do so, in any legal or regulatory proceeding, either of which could increase our litigation costs and exposure in respect of such proceedings.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a jurisdiction-by-jurisdiction basis, as well as conflicting rules between the laws of the various jurisdictions in which we operate, some or all of the arbitration provisions we may choose to include, could be subject to challenge or may need to be revised to exempt certain categories of protection. If our arbitration agreements were found to be unenforceable, in whole or in part, or specific claims were required to be exempted from arbitration, we could experience an increase in our litigation costs and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition, operating results and prospects.

Claims against us may exceed our insurance coverage and/or coverage amounts and may or may not be covered by insurance at all.

We maintain various insurance policies for employee health, worker’s compensation, commercial general liability, director and officers, errors and omissions, cyber, property and excess coverage over the commercial general liability.

If any claim falls outside of our coverage or exceeds our coverage we may be required to record additional expense, which could adversely impact our results of operations.

Ongoing market conditions for obtaining insurance, the rising cost of insurance and coverage expense may have an adverse effect on our business, financial condition, results of operations and cash flows.

Insurance availability and coverage terms continue to vary with market conditions, the market of available insurers is constricting and premium costs have consistently trended upwards. Obtaining insurance and claim expense coverage is becoming increasingly burdensome and expensive and may not be available for some or all of our services offerings on acceptable terms, in sufficient amounts, or at all. A successful claim in excess of our insurance coverage or any material claim for which insurance coverage is denied, limited or is not available could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Changes in, or failure to comply with, competition laws, or customers using our data or tools for anti-competitive purposes, could adversely affect our business, financial condition or operating results.

Governmental agencies and regulators may, among other things, prohibit future acquisitions, divestitures or combinations we plan to make, impose significant fines or penalties, require divestiture of certain of our

 

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assets or impose other restrictions that limit or require us to modify our operations, including limitations on our contractual relationships with platform users or restrictions on our pricing models. Such rulings may alter the way in which we do business and, therefore, may increase our costs or liabilities or reduce demand for our products and services, which could adversely affect our business, financial condition or operating results.

Climate change, including measures to address climate change, could adversely impact our business and financial results.

The long-term effects of climate change are difficult to predict and may be widespread. The impacts of climate change may include physical risks (such as rising sea levels, which could affect port operations or frequency and severity of extreme weather conditions, which could disrupt our operations and damage cargo and our service providers’ facilities), compliance costs and transition risks (such as increased regulation and taxation to support carbon emissions’ reduction investments), shifts in customer demands (such as customers requiring more fuel efficient transportation modes or transparency to carbon emissions in their supply chains) and other adverse effects. Our non-asset-based model gives our end customers a flexibility and an ability to change locations, modes and carriers based on evolving operating conditions, however, such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements, depending on the availability of sufficient appropriate logistics solutions.

In addition, the increasing concern over climate change has resulted and may continue to result in more regulations relating to climate change, including regulating greenhouse gas emissions, restrictions on modes of transportation, alternative energy policies and sustainability initiatives, such as the FuelEU Maritime initiative. If legislation or regulations are enacted or promulgated in the United States or in any other jurisdictions in which we operate that impose more stringent restrictions and requirements than our current legal or regulatory obligations, we may experience disruptions in, or increases in the costs associated with delivering our services, which may negatively affect our operating our results of operations, cash flows and financial condition.

Risks Related to Being a Public Company

In this sub-section the terms “we,” “us” and “our” refer to Freightos.

We will qualify as an “emerging growth company” and the reduced disclosure requirements applicable to us may make our securities less attractive to investors.

We will qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”). We will remain an emerging growth company until the last day of the fiscal year ending after the fifth anniversary of the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, though we may cease to be an emerging growth company earlier if (1) we have more than $1.235 billion in annual gross revenue, (2) we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (3) we issue, in any three-year period, more than $1.0 billion in non-convertible debt securities held by non-affiliates. We currently intend to take advantage of each of the reduced reporting requirements and exemptions described above. As a result, our shareholders may not have access to certain information they may deem important.

Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected, and expect to continue to elect, not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make

 

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comparison of our financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

It is difficult to predict whether investors will find our securities less attractive as a result of our taking advantage of these exemptions and the relief granted to emerging growth companies. If some investors find our securities less attractive as a result, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the market price of our securities may be more volatile.

When we lose our “emerging growth company” status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

We will qualify as a ‘‘foreign private issuer’’ within the meaning of the rules under the Exchange Act, and, as such, we will be exempt from certain provisions applicable to U.S. domestic public companies.

Because Freightos will qualify as a foreign private issuer under the Exchange Act immediately following the consummation of the Business Combination, Freightos is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

Freightos will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Freightos intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Freightos is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Business Combination, if you continue to hold Freightos’ securities, you may receive less or different information about Freightos than you currently receive about Gesher or that you would receive about a U.S. domestic public company.

Freightos could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of Freightos’ outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of Freightos’ directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Freightos’ assets are located in the United States; or (iii) Freightos’ business is administered principally in the United States. If Freightos loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Freightos would likely incur substantial costs in fulfilling these additional regulatory requirements, and members of Freightos’ management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are foreign private issuer and, therefore, are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive

 

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officers are U.S. citizens or residents, or (3) we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that it will not incur as a foreign private issuer.

As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we are following. We may in the future elect to follow home country practices with regard to certain matters. For example, we will not be required to: (i) have regularly scheduled executive sessions with only independent directors each year; (ii) solicit proxies and provide proxy statements for all meetings of shareholders; (iii) obtain shareholders’ approval for certain issuances of securities in connection with the acquisition of shares or assets of another company, a change of control, the establishment of or amendments to equity-based compensation plans and private placements; or (iv) have a minimum of three members on our audit committee. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. For a more detailed description, see “Management Following the Business Combination — Corporate Governance Policies.”

The requirements of being a public company may strain Freightos’ resources, divert Freightos’ management’s attention and affect Freightos’ ability to attract and retain qualified Board members.

Freightos will be subject to the requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, Nasdaq listing requirements and other applicable securities rules and regulations. As such, Freightos will incur additional legal, accounting and other expenses following completion of the Business Combination. These expenses may increase even more if Freightos no longer qualifies as an “emerging growth company.”. The Exchange Act requires, among other things, that Freightos file annual reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that Freightos maintains effective disclosure controls and procedures and internal control over financial reporting. Freightos may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Freightos expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Freightos is currently unable to estimate these costs with any degree of certainty.

Many members of Freightos’ management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Freightos’ management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and

 

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investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent Freightos from improving its business, financial condition and results of operations. Furthermore, Freightos expects these rules and regulations to make it more difficult and more expensive for Freightos to obtain director and officer liability insurance, and consequently Freightos may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on its business, financial condition, results of operations and prospects. These factors could also make it more difficult for Freightos to attract and retain qualified members of its Board of Directors, particularly to serve on Freightos’ audit committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, Freightos’ business and financial condition will become more visible, which Freightos believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, Freightos’ business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in Freightos’ favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on its business, financial condition, results of operations, prospects and reputation.

If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our ordinary shares, fines, sanctions and other regulatory actions and potentially civil litigation.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.

If we experience material weaknesses or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations or prevent fraud, which may adversely affect investor confidence in us and, as a result, the value of our ordinary shares. We cannot assure you that all of our existing material weaknesses have been identified, or that we will not in the future identify additional material weaknesses. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could adversely impact our business, operating results and financial condition.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our ordinary shares to decline, and we may be subject to investigation or sanctions by the SEC. Furthermore, investor perceptions of our company may suffer if, in the future, material weaknesses are found, and this could cause the price of our ordinary shares to decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the stock exchange on which we list and be subjected to regulatory investigations and civil or criminal sanctions.

Risks Related to Freightos’ Incorporation in the Cayman Islands

In this sub-section the terms “we,” “us” and “our” refer to Freightos.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Freightos is incorporated under the laws of the Cayman Islands, and Freightos conducts substantially all of its operations, and a majority of its directors and executive officers reside, outside of the United States.

Freightos is an exempted company limited by shares incorporated under the laws of the Cayman Islands and, following the Business Combination, will conduct a majority of its operations outside the

 

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United States. Substantially all of Freightos’ assets are located outside the United States. A majority of Freightos’ officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Freightos’ directors or officers, or to enforce judgments obtained in the United States courts against Freightos’ directors or officers.

Freightos’ corporate affairs will be governed by the Freightos A&R Articles, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of Freightos shareholders to take action against Freightos’ directors, actions by minority Freightos shareholders and the fiduciary duties of Freightos’ directors to Freightos under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of Freightos’ shareholders and the fiduciary duties of Freightos’ directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States and some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

The Grand Court of the Cayman Islands (the “Grand Court”) may not (i) recognize or enforce against Freightos judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, impose liabilities against Freightos predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a final and conclusive foreign judgment obtained against Freightos will be recognized by the Grand Court as a cause of action for a debt and may be sued upon without reexamination of the issues if: (a) the foreign court had jurisdiction in the matter; (b) Freightos either submitted to the jurisdiction of the foreign court or was resident and carrying on business in the jurisdiction and was duly served with process; (c) the judgment was not obtained by fraud; (d) the judgment was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations imposed on Freightos; (e) recognition or enforcement of the judgment in the Cayman Islands would not be contrary to public policy; and (f) the proceedings under which the judgment was obtained were not contrary to the principles of natural justice. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Shareholders of Cayman Islands exempted companies like Freightos have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges, any special resolutions passed by shareholders and a list of the names of the current directors) or to obtain copies of lists of shareholders of these companies. Pursuant to the Freightos A&R Articles, Freightos’ directors shall from time to time determine whether and to what extent and at what time and places and under what conditions or articles the accounts and books of Freightos or any of them shall be open to the inspection of Freightos shareholders not being directors, and no Freightos shareholder (not being a director) shall have any right of inspection of any account or book or document of Freightos except as conferred by law or authorized by the Freightos directors or by ordinary resolution of the Freightos shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is Freightos’ home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. As a foreign private issuer whose securities are listed on Nasdaq, Freightos is permitted to follow certain home country corporate governance practices in lieu of the requirements of Nasdaq pursuant to Nasdaq Rule 5615(a)(3), which provides for such exemption to compliance with the Nasdaq Rule 5600 Series, subject to certain exceptions. To the extent Freightos chooses to follow home country practice with respect to corporate governance matters, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

 

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As a result of all of the above, Freightos’ shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Freightos Board or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act, (2020 Revision) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019 onwards. As we are a Cayman Islands company, compliance obligations include filing annual notifications for us, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As it is a new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

The Financial Action Task Force’s Increased Monitoring of the Cayman Islands

In February 2021, the Cayman Islands was added to the Financial Action Task Force (“FATF”) list of jurisdictions whose anti-money laundering practices are under increased monitoring, commonly referred to as the “FATF grey list.” When the FATF places a jurisdiction under increased monitoring, it means the country has committed to swiftly resolve the identified strategic deficiencies within agreed timeframes and is subject to increased monitoring during that time frame. In its October 2021 plenary, the FATF positively recognized the ongoing efforts of the Cayman Islands to improve its anti-money laundering and counter-terrorist financing regime. Despite the progress the Cayman Islands is making on satisfying the final outstanding recommendations (being considered as compliant or largely compliant in 39 of the FATF’s 40 recommendations and having completed 61 out of 63 FATF recommendation actions), it is still unclear how long this designation will remain in place and what ramifications, if any, the designation will have for us.

EU AML High-Risk Third Countries List

On March 13, 2022, the European Commission (“EC”) updated its list of ‘high-risk third countries’ (“EU AML List”) identified as having strategic deficiencies in their anti-money laundering/counter-terrorist financing regimes. The EC has noted it is committed to greater alignment with the FATF listing process and the addition of the Cayman Islands to the EU AML List is a direct result of the inclusion of the Cayman Islands on the FATF grey list in February 2021. It is unclear how long this designation will remain in place and what ramifications, if any, the designation will have for us.

Failure to maintain our status as tax resident in Israel could adversely affect our financial and operating results.

Because we are incorporated under the laws of the Cayman Islands, we are treated as a tax resident of the Cayman Islands. In addition, according to the tax ruling we received from the Israel Tax Authority (“ITA”), we were required to register with the ITA and be permanently treated as a tax resident of Israel. Our intention is that prior to our initial business combination we should be a tax resident solely in Israel. Continued attention must be paid to ensure that we continue to be a tax resident solely in Israel. If we were to be considered as tax resident within another jurisdiction, we may be subject to additional tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’ or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).

 

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Risks Related to Freightos’ Operations in Israel and Certain Other Jurisdictions

In this sub-section the terms “we,” “us” and “our” refer to Freightos.

Relations between Israel and the other jurisdictions in which we operate and the various jurisdictions in which our users reside could materially affect our business.

Many of our employees, including most of our management team, operate from our offices which are located in Jerusalem, Israel. In addition, several of our directors and members of our management team are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business and operations. In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. Some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various parts of Israel, which negatively affected business conditions in Israel. In addition, Iran has threatened to attack Israel, is believed to be developing nuclear weapons and targeting cyber attacks against Israeli entities. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers certain damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

Further, the State of Israel and Israeli companies have been, from time to time, subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our results of operations, financial condition or the expansion of our business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect our business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations, and prospects.

In addition, many Israeli citizens are obligated to perform annual military reserve duty each year for periods ranging from several days to several weeks until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition, and results of operations.

Our Israeli subsidiary currently maintains a beneficial tax treatment status. Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws or our inability to maintain our Israeli subsidiary’s beneficial tax status may adversely affect our results of operations.

We believe our Israeli subsidiary is eligible for certain tax benefits provided to “Preferred Technological Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”). In 2019, our Israeli subsidiary received a tax ruling from the ITA regarding its entitlement to tax benefits as a Preferred Technological Enterprise subject to compliance with the conditions set forth in such tax ruling and in the Investment Law. The tax ruling is valid from 2018 until the tax year ending in 2022. In order to remain eligible for the tax benefits for Preferred Technological Enterprises, our Israeli subsidiary must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. There is no assurance that our Israeli subsidiary will remain eligible for the tax benefits for Preferred Technological Enterprises in the future or that those benefits will be available to it in the future. If these tax benefits are reduced, canceled or discontinued, or if our Israeli subsidiary fails to continue to meet certain conditions, its Israeli taxable income would be subject to regular Israeli corporate tax rates. The standard

 

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corporate tax rate for Israeli companies is currently 23%. Furthermore, the reduction, cancellation or discontinuation of the tax benefits for Preferred Technological Enterprises may have adverse tax consequences for our shareholders with respect to tax withholding and the tax rate that would apply on dividends paid by us. See the section of this proxy statement/prospectus entitled “Certain Material Israeli Tax Considerations.”

The tax ruling we obtained from the ITA imposes conditions that may limit our flexibility in operating our business and our ability to enter into certain corporate transactions.

Prior to, and in preparation for, the Business Combination, we underwent an internal reorganization. We obtained a tax ruling from the ITA in connection with the reorganization. The tax ruling imposes a number of conditions that limit our flexibility in operating our business and in engaging in certain corporate transactions. In accordance with the terms of the tax ruling, until the two-year anniversary of the completion date of the reorganization, we agreed to continue to hold 100% of the shares of our subsidiaries that took part in the reorganization and that the shareholders who held shares of Freightos HK prior to the reorganization continue to hold at least 25% of their holdings in Freightos’ shares during such period. Under certain circumstances, these conditions may not allow us the flexibility that we need to operate our business and may prevent us from taking advantage of strategic opportunities that might benefit our business and our shareholders. In addition, if we breach any of the terms of the tax ruling, we may be subject to additional Israeli tax (including penalties, interest and linkage differentials), which could negatively affect our financial condition and results of operations.

It may be difficult to enforce a U.S. judgment against us or our officers and directors in Israel or the United States or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.

It may be difficult to enforce a U.S. judgment against us, our officers and directors and the Israeli experts named in this proxy statement/prospectus in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors and these experts.

Most of our directors or officers are not residents of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against us or our non-U.S. directors and executive officers may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against us or our non-U.S. officers and directors, reasoning that Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment unless, subject to certain exceptions, certain conditions are met such as the judgment was given in a state whose laws provide for the enforcement of judgments of Israeli courts, its enforcement is not likely to prejudice the sovereignty or security of the State of Israel, it was not obtained by fraud or in the absence of due process, it is not at variance with another valid judgment that was given in the same matter between the same parties, and a suit in the same matter between the same parties was not pending before a court or tribunal in Israel at the time the non-Israeli action was brought.

Provisions of Israeli law may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

We are taxed as an Israeli corporation and Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. With respect to mergers, Israeli tax law

 

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allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted.

We face various risks related to our operations in the Palestinian Authority which could materially affect our business.

Many of our employees, including members of our product, research and development and customer support teams, operate from our offices that are located within the West Bank, in Ramallah and Nablus.

Under a series of agreements, known as the Oslo Accords, signed between 1993 and 1999, the Palestinian Authority has security and civilian responsibility for many Palestinian-populated areas of the West Bank, including Ramallah and Nablus. The Palestinian Authority last held elections in 2006, when Hamas won a majority of seats in the Palestinian Legislative Council. Fatah, the dominant Palestinian political faction in the West Bank, and Hamas failed to maintain a unity government. From time to time, there have been violent clashes between their respective supporters. In addition, tensions are often high between Israel and Palestinians living in the West Bank and from time to time, there is violence within the West Bank between Palestinians and Israelis.

The economic outlook in the West Bank is fragile, as security concerns and political friction have led to slow economic growth. Longstanding Israeli restrictions on imports, exports, and movement of goods and people continue to disrupt labor and trade flows, and the territory’s industrial capacity, and constrain private sector development.

Palestinian courts have limited history addressing issues that may impact our operations, including intellectual property and corporate matters. As such, we may lack the ability to enforce legal agreements or assert legal rights in the Palestinian Authority, which could materially impact our business and operations.

Our operations in the Palestinian Authority are subject to political, military, economic and legal risks, and conditions in the Palestinian Authority and the surrounding region may adversely impact our business and results of operations.

Our business is currently concentrated in certain geographies, especially Europe and the United States. Many shipments originate in Asia. Future exposure to local economies, regional downturns or other political, social or economic disruptions or events may materially adversely affect our financial condition and results of operations.

Our business is currently heavily concentrated in Europe. As a result, our business is currently more susceptible to regional and national conditions than the operations of more geographically diversified competitors, as we are more vulnerable to local economies, regional downturns or other more localized political or social disruptions and events. Any unforeseen events or circumstances that negatively affect these areas could materially adversely affect our revenues and profitability. These factors include, among other things, changes in demographics, population, competition, shifts in production, warehousing and distribution sites, consumer preferences and new or revised laws or regulations.

Risks Related to the Business Combination and the Combined Company

The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an initial public offering and may create risks for our unaffiliated investors.

An initial public offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an initial public offering company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public.

 

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In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an initial public offering. In any initial public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in many cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than an initial public offering book-building process and also does not reflect events that may have occurred between the date of the business combination agreement and the Closing. In addition, initial public offerings are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following the initial public offering. There is no such book of demand built up in connection with a SPAC transaction, which may result in the share price being harder to sustain after the transaction.

Gesher may not have sufficient funds to consummate the Business Combination.

As of November 23, 2022, Gesher had approximately $210,000 of cash held outside the Trust Account to fund its working capital requirements. If Gesher is required to seek additional capital, it may need to borrow funds from the Sponsor, directors, officers, their affiliates or other third parties to operate, or may be forced to liquidate. None of such persons is under any obligation to advance funds to Gesher in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to Gesher upon completion of the Business Combination. If Gesher is unable to consummate the Business Combination because it does not have sufficient funds available, Gesher will be forced to cease operations and liquidate the Trust Account.

If the Private Placements are not consummated and Freightos does not waive the Minimum Available SPAC Cash Amount, the Business Combination may be terminated.

As a condition to closing the Business Combination, the Business Combination Agreement provides that the sum of the amount of cash available in the Trust Account immediately prior to Closing (after giving effect to the Gesher shareholder redemptions), together with the aggregate amount of proceeds from the Subscriptions, must equal or exceed $80,000,000. It is possible that shareholder redemptions may reduce the amount in the Trust Account to be below $80,000,000, in which case, the funds from the PIPE Financing and the Forward Purchase Agreement, potentially along with the FPA Backstop Commitment and Additional Backstop Commitment, may be required in order to consummate the Business Combination, unless such condition is waived by Freightos. While the Private Placement Investors have entered into agreements to purchase an aggregate of up to $70,000,000 of equity securities immediately prior to Closing, in addition to the Forward Purchaser’s agreement not to exercise its redemption rights with respect to 990,000 outstanding Gesher Ordinary Shares that the Forward Purchaser acquired in the Gesher IPO, there can be no assurance that such parties to these agreements will perform their obligations thereunder. If the minimum cash condition is not met or waived by Freightos, the Business Combination may be terminated.

If Gesher’s shareholders fail to properly demand redemption rights, they will not be entitled to convert their Public Shares into a pro rata portion of the Trust Account.

Shareholders holding Public Shares may demand that Gesher convert their shares into a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. To exercise such redemption rights, holders must tender their Public Shares to Continental Stock Transfer & Trust Company, Gesher’s transfer agent, no later than 5:00 p.m., Eastern time on [•], 2022 (two (2) business days prior to the extraordinary meeting). Any such holder may tender his, her, or its Public Shares by either delivering the share certificate to the transfer agent or by delivering such holder’s Public Shares electronically using the Depository Trust Company’s DWAC System. Any holder who holds Public Shares in street name will need to instruct the account executive at such holder’s bank or broker to withdraw such shares from such holder’s account in order to exercise such holder’s redemption rights. See “Extraordinary General Meeting of Gesher Shareholders — Redemption Rights” in this proxy statement/prospectus for more specific instructions. Exercise of redemption rights with respect to Gesher Ordinary Shares will not result in either the exercise or loss of any of the Gesher Warrants a Gesher shareholder may hold. The Gesher Warrants will continue to be outstanding following any redemption of

 

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Gesher Ordinary Shares and will become exercisable in connection with the completion of the Business Combination, or, absent the completion of the Business Combination and the liquidation of the Trust Account, expire in accordance with their terms. The holders of Gesher Warrants (whether traded as part of a Gesher Unit or individually) have no redemption rights with respect to such securities. Assuming the Maximum Redemption Scenario and based on a closing market price of $[•] per Public Warrant on [•], 2022, the aggregate value of the Public Warrants that may be retained by redeeming Gesher shareholders, after redeeming their shares, would be approximately $[•] million. As a result of redemptions, the trading market for the Freightos’ ordinary shares may be less liquid than the market for Gesher’s securities prior to consummation of the Business Combination, and Freightos may not be able to meet the listing standards for the Nasdaq or another national securities exchange.

The Business Combination remains subject to conditions that Gesher cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of conditions, including the condition that Gesher have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) immediately prior to the consummation of the Business Combination, that there is no legal prohibition against consummation of the Business Combination, that the Freightos Ordinary Shares and Freightos Warrants be approved for listing on Nasdaq subject only to official notice of issuance thereof, the consummation of the Recapitalization, receipt of securityholder approvals, continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the truth and accuracy of Gesher’s and Freightos’ representations and warranties made in the Business Combination Agreement, and the non-termination of the Business Combination Agreement and other agreements by both Gesher and Freightos. There are no assurances that all conditions to the Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected.

If the conditions to the Business Combination are not satisfied (and are not waived, to the extent waivable), either Gesher or Freightos may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement. See the section of this proxy statement/​prospectus titled “The Business Combination Agreement and Ancillary Documents — Termination.”

The exercise of Gesher’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Gesher’s best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Gesher to agree to amend the Business Combination Agreement, to consent to certain actions taken by Freightos or to waive rights that Gesher is entitled to under the Business Combination Agreement. Waivers may arise because of changes in the course of Freightos’ business, a request by Freightos to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on Freightos’ business and would entitle Gesher to terminate the Business Combination Agreement. In any of such circumstances, it would be at Gesher’s discretion, acting through its Board of Directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors and officers described in these risk factors may result in a conflict of interest on the part of one or more of the directors or officers between what such person may believe is best for Gesher and what such person may believe is best for such person in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Gesher does not believe there will be any changes or waivers that Gesher’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Gesher will circulate a new or amended proxy statement/prospectus and resolicit Gesher’s shareholders if changes to the terms of the Business Combination represent a fundamental change in the proposals being voted upon.

Gesher and Freightos will incur significant transaction and transition costs in connection with the Transactions.

Gesher and Freightos have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Transactions and operating as a public company following the

 

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consummation of the Transactions. Freightos may also incur additional costs to retain key employees. All expenses incurred in connection with the Transactions, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by Freightos following the consummation of the Transactions.

Subsequent to the completion of the Business Combination, the combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the combined company’s ordinary share price, which could cause you to lose some or all of your investment.

Although Gesher has conducted extensive due diligence on Freightos, Gesher cannot assure you that this diligence will surface all material issues that may be present in Freightos’ business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Freightos’ business and outside of its control will not later arise. As a result of these factors, the combined company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if Gesher’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Gesher’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on the combined company’s liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions of the combined company or its securities. In addition, charges of this nature may cause the combined company to violate net worth or other covenants to which the combined company may be subject as a result of pre-existing debt held by Freightos’ business or by virtue of the combined company obtaining post-combination debt financing. Accordingly, any shareholders of Freightos following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

Gesher’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Gesher’s current shareholders will own a smaller percentage of the combined company than they currently own of Gesher. At the Closing, existing Freightos shareholders would hold approximately 66.6% of the issued and outstanding Freightos Ordinary Shares and current shareholders of Gesher (including the Sponsor) will own the remaining Freightos Ordinary Shares (assuming no holder of Gesher Ordinary Shares exercises redemption rights as described in this proxy statement/prospectus). Consequently, Gesher’s current shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Gesher.

Even if the Business Combination is consummated, there is no guarantee that the Gesher Warrants will ever be in the money, and they may expire worthless.

The exercise price for the Gesher Warrants, once exchanged for Freightos Warrants upon consummation of the Business Combination, will be $11.50 per ordinary share. There is no guarantee that such Freightos Warrants, following the Business Combination, will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

Gesher may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Gesher has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Gesher Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing at any time after the warrants become exercisable and ending on the third business day prior to proper notice of such redemption provided that on the date Gesher gives notice of redemption and during the entire period thereafter until the time Gesher redeems the warrants, Gesher has an effective registration statement under

 

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the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by Gesher, it may exercise its redemption right even if Gesher is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

Gesher’s current directors’ and executive officers’ affiliates own Gesher Ordinary Shares and Gesher Warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

If the Business Combination or another business combination is not consummated by April 14, 2023 (or such later date as may be approved by Gesher’s shareholders in an amendment to the Gesher Articles), Gesher will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its Board of Directors, dissolving and liquidating. In such event, the 2,825,000 Gesher Ordinary Shares held by the Sponsor, which is affiliated with certain of Gesher’s directors and officers and other certain Gesher shareholders, that were acquired for an aggregate purchase price of $25,000 prior to the Gesher IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. In addition, the Gesher Warrants will become worthless if Gesher does not consummate a business combination by April 14, 2023 (or such later date as may be approved by Gesher’s shareholders in an amendment to the Gesher Articles). On the other hand, if the Business Combination is consummated, each outstanding Gesher Ordinary Share will convert into one Freightos Ordinary Share, subject to adjustment described herein, at the Closing, and each outstanding Gesher Warrant will become a Freightos Warrant. Such shares and warrants had an aggregate market value of approximately $[•] million and approximately $[•] million, respectively, based upon the closing price of $[•] per share and $[•] per warrant on Nasdaq on [•], 2022.

As such, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. In addition, based on the difference in the per share purchase price of approximately $0.009 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Gesher Unit sold in the Gesher IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the Closing falls below the price initially paid for the units in the IPO and the Gesher Public Shareholders experience a negative rate of return following the Closing. In the event that a business combination is not effected, the Sponsor will not be entitled to any reimbursement of funds invested in Gesher.

These financial interests may have influenced the decision of Gesher’s directors and officers to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of the Gesher Board to vote for the Business Combination Proposal and other proposals, Gesher’s shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Gesher’s directors may decide not to enforce our Sponsor’s indemnification obligations, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Gesher Public Shareholders in the event a business combination is not consummated.

In the event that the proceeds in the Trust Account are reduced below $10.10 per public share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Gesher’s independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. It is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Additionally, each of Gesher’s independent directors is a member of the Sponsor. As a result, they may have a conflict of interest in determining whether to enforce the Sponsor’s indemnification obligations. If Gesher’s independent

 

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directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the Gesher Public Shareholders may be reduced below $10.10 per share.

The Sponsor, Gesher’s directors and officers, Freightos, and their respective affiliates may enter into agreements concerning Gesher’s securities prior to the extraordinary meeting with respect to Gesher’s securities, which may influence a vote on a proposed business combination and reduce the public “float” of the Freightos Ordinary Shares following the Business Combination.

At any time prior to the extraordinary meeting, during a period when they are not then aware of any material nonpublic information regarding Gesher or its securities, the Sponsor, Gesher’s directors and officers, Freightos, and their respective affiliates may purchase Public Shares in privately negotiated transactions or in the open market or they may enter into transactions with investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination. In such transactions, the purchase price for the Gesher Shares will not exceed the applicable redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the Gesher Shares they acquire in such transactions. Further, any Gesher Shares acquired by the persons described above would not be voted in connection with the Business Combination. There is no limit on the number of securities the Sponsor, Gesher’s directors and officers, Freightos or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq.

The purpose of the share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes, to reduce the number of redeemed shares, or to provide additional equity financing. This may result in the completion of a business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on the Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the extraordinary meeting. In addition, if these purchases are made, the public “float” of the Freightos Ordinary Shares following the Business Combination and the number of beneficial holders of the Freightos Ordinary Shares may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of the Freightos Ordinary Shares on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for the Freightos Ordinary Shares.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Gesher will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Business Combination will be approved, the nature of the security holders who sold to the aforementioned persons (if not purchased in the open market), and the number of Public Shares for which Gesher has received redemption requests.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Gesher or Freightos may refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Gesher or Freightos, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

•

changes in applicable laws or GAAP or any interpretation thereof;

​

•

changes in interest rates or economic, political, business or financial market conditions generally;

​

 

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•

any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any COVID-19 measures or any change in such COVID-19 measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate;

​

•

any acts of terrorism or war, outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections; or

​

•

any events attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any part of the Transactions.

​

Furthermore, Gesher or Freightos may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still consummate the Business Combination, the trading price of the Freightos Ordinary Shares and Freightos Warrants may suffer.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Gesher expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Gesher expects to achieve from the Business Combination.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect Gesher’s or Freightos’ ability to complete the Business Combination or the business of the combined company.

We are subject to laws, regulations and rules enacted by national, regional and local governments. In addition, Gesher is, and the combined company will be, subject to rules enacted by Nasdaq. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the combined company’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on Gesher’s and/or Freightos’ ability to complete the Business Combination.

On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended. These 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect the parties’ ability to complete the Business Combination and may increase the costs and time related thereto.

Gesher and Freightos have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of Freightos’ financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate Freightos and your investment decision.

Gesher and Freightos have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Gesher and Freightos, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Freightos following the Business Combination. Certain adjustments and assumptions have been made regarding Freightos after giving effect to the Business Combination. Gesher and

 

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Freightos believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Freightos’ results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Freightos’ results of operations and financial condition and the actual financial condition and results of operations of Freightos following the Business Combination may not be consistent with, or evident from, this pro forma financial information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Freightos’ future results.

Freightos provided the Original Projections to Gesher in connection with Gesher’s evaluation of Freightos. Freightos believed the forecasts and assumptions incorporated into the Original Projections were reasonable at the time the Original Projections were prepared, given the information Freightos had at that time and its business strategy and performance trends at such time.

However, since the signing of the Business Combination Agreement in May 2022, certain factors have arisen with the passage of time that affected Freightos’ actual results in 2022 and which are expected to continue to affect Freightos’ results going forward. Those factors include, among other unanticipated circumstances, (i) sharp decreases in market prices for ocean and air freight, (ii) decreases in freight market volumes, (iii) adverse changes in exchange rates, particularly the Euro / U.S. dollar, and (iv) the delayed closing of the Business Combination (and, in particular, the corresponding delay in capital infusion for investment purposes) resulting from a delay related to the completion of the audit of Freightos’ historical financial statements by its independent registered public accounting firm. As a result, Freightos prepared new projections, as set forth under “Proposal One — The Business Combination Proposal — Certain Financial Projections Provided to the Gesher Board – The Updated Projections,” to reflect the adjusted assumptions and expectations of Freightos’ management regarding Freightos for 2022 through 2025. Accordingly, the Original Projections do not reflect Freightos’ management’s view on future performance, and you are cautioned not to place reliance on the Original Projections in making a decision regarding the Business Combination.

None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or IFRS. The projections and forecasts were prepared based on numerous variables and assumptions, which are inherently uncertain and may be beyond the control of Freightos and Gesher, and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of Freightos’ operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: demand for Freightos’ services, an evolving competitive landscape, regulation changes, successful management and retention of key personnel, unexpected expenses and general economic conditions. While Freightos assumes responsibility for the accuracy and completeness of the projections and forecasts to the extent included in this proxy statement/prospectus, you are cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

If Gesher is unable to complete the Business Combination or another business combination by April 14, 2023 (or such other date as approved by Gesher shareholders through approval of an amendment to the Gesher Articles), Gesher will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its Board of Directors, dissolving and liquidating. In such event, Gesher Public Shareholders may only receive $10.10 per share (or less than such amount in certain circumstances) and Gesher Warrants will expire worthless.

If Gesher is unable to complete the Business Combination or another business combination within the required time period, Gesher will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us but net of taxes payable (and less up to

 

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$50,000 of interest to pay liquidation expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Gesher Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Gesher’s remaining shareholders and its Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Gesher’s obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. In such case, Gesher Public Shareholders may only receive $10.10 per share, and Gesher Warrants will expire worthless. In certain circumstances, Gesher Public Shareholders may receive less than $10.10 per share on the redemption of their shares.

Freightos’ independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

Freightos has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, including the Business Combination. Freightos cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.

If the Business Combination is not completed, potential target businesses may have leverage over Gesher in negotiating a business combination, Gesher’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and it may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine the ability to complete a business combination on terms that would produce value for Gesher shareholders.

Any potential target business with which Gesher enters into negotiations concerning an initial business combination will be aware that, unless Gesher amends its existing charter to extend its life and amend certain other agreements it has entered into, then Gesher must complete its initial business combination by April 14, 2023. Consequently, if Gesher is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an initial business combination, knowing that if Gesher does not complete its initial business combination with that particular target business, it may be unable to complete its initial business combination with any target business. This risk will increase as Gesher gets closer to the timeframe described above. In addition, Gesher may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. In July 2021, the SEC charged a SPAC for misleading disclosures, which according to the SEC could have been corrected with more adequate due diligence, and obtained substantial relief against the SPAC and its sponsor. Additionally, Gesher may have insufficient working capital to continue efforts to pursue a business combination.

In the event of liquidation by Gesher, third parties may bring claims against Gesher and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders may be less than $10.10 per share.

Under the terms of the Gesher Articles, Gesher must complete the Business Combination or another business combination by April 14, 2023 (unless such date is extended by Gesher’s shareholders) or Gesher must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its Board of Directors, dissolving and liquidating. In such event, third parties may bring claims against Gesher. Although Gesher has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers (including Marcum LLP, Gesher’s independent registered public accounting firm, and the underwriters of the IPO) will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to

 

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claims which could take priority over those of Gesher’s Public Shareholders. If Gesher is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to Gesher if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below $10.10 per public share, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Gesher’s indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Furthermore, the Sponsor will not be liable to Gesher Public Shareholders and instead will only have liability to Gesher. Gesher has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of Gesher; therefore, we believe the Sponsor may not be able to satisfy its indemnity obligations. Gesher has not asked the Sponsor to reserve for such eventuality. Therefore, the per-share distribution from the Trust Account in such a situation may be less than the approximately $[•] estimated to be in the Trust Account as of two business days prior to the extraordinary general meeting date, due to such claims.

Additionally, if Gesher is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Gesher otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy.

Gesher’s shareholders may be held liable for claims by third parties against Gesher to the extent of distributions received by them.

If Gesher has not completed a business combination by April 14, 2023 (unless such date is extended by Gesher’s shareholders), Gesher will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us but net of taxes payable (and less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Gesher Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Gesher’s remaining shareholders and its Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that Gesher will properly assess all claims that may be potentially brought against it. As such, Gesher’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Gesher cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Gesher. Gesher and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Gesher’s share premium account while Gesher was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

Additionally, if Gesher is forced to file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it which is not dismissed, or if Gesher otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in the bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of Gesher’s shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, Gesher may not be able to return to the Gesher Public Shareholders at least $10.10 per share.

Gesher may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination agreements or similar agreements. Even if the lawsuits are without merit,

 

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defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Gesher’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, Gesher is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transactions.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Gesher’s Public Shareholders vote.

The Sponsor, as well as Gesher’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 19.4% of the outstanding Gesher Shares. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. In addition to the Gesher Shares held by the Sponsor and Gesher’s officers and directors, Gesher would need 4,462,500 shares, or approximately 30.6%, of the 14,575,000 outstanding Gesher Ordinary Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal and 6,891,667 shares, or approximately 47.3%, of the 14,575,000 outstanding Gesher Ordinary Shares to be voted in favor of the other proposals in order for them to be approved. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination Proposal and the other proposals will be received than would be the case if the Sponsor agreed to vote its Gesher Shares in accordance with the majority of the votes cast by Gesher’s Public Shareholders.

The ongoing COVID-19 pandemic may adversely affect Gesher’s and Freightos’ ability to consummate the Transactions.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

Gesher and Freightos may be unable to complete the Transactions if continued concerns relating to COVID-19 restrict travel and limit the ability to have meetings with potential investors or Freightos personnel. The extent to which COVID-19 impacts Gesher’s and Freightos’ ability to consummate the Transactions will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, Gesher’s and Freightos’ ability to consummate the Transactions may be materially adversely affected.

The Business Combination may not qualify as a reorganization under Section 368(a) of the Code, potentially causing U.S. Holders of Gesher Shares and Gesher Warrants to recognize gain or loss for U.S. federal income tax purposes.

The parties to the Business Combination Agreement intend for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, there are significant legal uncertainties with respect to such qualification, and the IRS or a court could take a different position. For instance, to qualify as a reorganization, the acquiring corporation must continue, either directly or indirectly through certain related entities, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, within the meaning of Treasury Regulations promulgated under Section 368 of the Code. However, a legal uncertainty exists because there is no direct guidance as to how such rules are applied in the case of an acquisition of a corporation with only investment-type assets, such as Gesher. In addition, factual uncertainties exist in determining if the Business Combination will qualify as a reorganization because such determination will be based on facts which cannot be confirmed until the time of closing or following the closing, including the extent to which Gesher shareholders exercise their redemption rights with respect to

 

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their Gesher Securities. The Closing is not conditioned upon the receipt of an opinion of counsel that the Business Combination will qualify as a reorganization, and neither Gesher nor Freightos intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination.

Accordingly, no assurance can be given that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code or that the IRS will not challenge the treatment of the Business Combination as a “reorganization” within the meaning of Section 368(a) of the Code or that a court will not sustain a challenge by the IRS.

If the Business Combination does not meet the requirements of Section 368(a) of the Code (or, as discussed in further detail in the section titled “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Business Combination”, qualify as part of an exchange described in Section 351 of the Code), a U.S. Holder of Gesher Securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of Freightos Ordinary Shares and/or Freightos Warrants received by such U.S. Holder in the Business Combination over such U.S. Holder’s adjusted tax basis in the Gesher Securities surrendered by such U.S. Holder in the Business Combination.

U.S. Holders of Gesher Securities should consult their advisors to determine the tax consequences to them based on their particular circumstances, including the tax consequences if the Business Combination does not qualify as a reorganization described in Section 368(a) of the Code (or as part of an exchange described in Section 351 of the Code).

The application of the Passive Foreign Investment Company Rules under the Code may cause certain U.S. Holders of Gesher Ordinary Shares and/or Gesher Warrants to recognize gain or loss for U.S. federal income tax purposes as a result of the Business Combination.

Even if the Business Combination does qualify as a “reorganization” within the meaning of Section 368(a) of the Code or as part of an exchange described in Section 351 of the Code, proposed Treasury Regulations promulgated under Section 1291(f) of the Code (which have a retroactive effective date) generally require that, unless certain elections have been made by a U.S. Holder, a U.S. Holder who disposes of stock of a PFIC must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Gesher believes that it would likely be classified as a PFIC for U.S. federal income tax purposes for the taxable year that ends as a result of the Business Combination. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Gesher Ordinary Shares to recognize gain under the PFIC rules on the exchange of Gesher Ordinary Shares for Freightos Ordinary Shares pursuant to the Business Combination unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Gesher Ordinary Shares. Any gain recognized from the application of the PFIC rules would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Gesher. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For further information, see the section below titled “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

U.S. Holders of Gesher Securities should consult their advisors to determine the tax consequences to them based on their particular circumstances, including the application of the PFIC rules to their specific situation in connection with the Business Combination.

If the Adjournment Proposal is not approved, the Gesher Board will not have the ability to adjourn the extraordinary general meeting to a later date.

If, at the extraordinary general meeting, the chairman presiding over the extraordinary general meeting determines that it would be in the best interests of Gesher to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt one or more proposals presented to shareholders for a vote, the chairman

 

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presiding over the extraordinary general meeting will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the Adjournment Proposal is not approved, the chairman will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes. In such event, the Business Combination would not be completed.

The proposed Business Combination may be delayed or ultimately prohibited since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).

The Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

We do not believe that any of the facts or relationships with respect to the Business Combination would subject the proposed Business Combination to regulatory review by a U.S. government entity or authority, including review by CFIUS, or result in a material delay of the consummation of the Business Combination. We note that the Sponsors are not controlled by non-U.S. persons and will not obtain control (as that term is defined in 31 C.F.R. § 800.208) over Freightos pursuant to the Business Combination. Moreover, the parties believe that Freightos is not a TID U.S. business, as that term is defined in 31 C.F.R. § 800.248, and as a result, it is not mandatory to submit a CFIUS filing with respect to the Business Combination.

Nevertheless, Gesher and the Sponsor have non-controlling equity holders that may have ties with non-U.S. persons, and therefore, we risk CFIUS intervention, before or after closing the Business Combination. If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay the Business Combination, or impose conditions with respect to it, which may delay or prevent us from consummating the Business Combination. The process of government review, whether by CFIUS or otherwise, could be lengthy. Because Gesher has only a limited time to complete its initial business combination, a failure to obtain any required approvals within the requisite time period may require Gesher to liquidate. If it is unable to consummate the Business Combination within the applicable time period required, including as a result of extended regulatory review, Gesher will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to Gesher but net of taxes payable (and less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Gesher Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Gesher Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Gesher’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from the Business Combination and the potential appreciation in value of such investment. Additionally, the Gesher Warrants will become worthless.

Risks Related to Ownership of Freightos Ordinary Shares

There will be material differences between your current rights as a holder of Public Shares and the rights you will have as a holder of Freightos Ordinary Shares, some of which may adversely affect you.

Upon completion of the Business Combination, Gesher shareholders (other than Gesher Public Shareholders that validly exercise their redemption rights with respect to their Public Shares) will no longer

 

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be shareholders of Gesher, but will be shareholders of Freightos. There will be material differences between the current rights of Gesher shareholders and the rights you will have as a holder of the Freightos Ordinary Shares, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of Gesher shareholders and Freightos shareholders, see the section of this proxy statement/prospectus titled “Comparison of Rights of Freightos Shareholders and Gesher Shareholders.”

Upon completion of the Business Combination, Gesher shareholders will become Freightos shareholders, Gesher warrantholders will become holders of Freightos Warrants and the market price for the Freightos Ordinary Shares and Freightos Warrants may be affected by factors different from those that historically have affected Gesher.

Upon completion of the Business Combination, Gesher shareholders (other than Gesher Public Shareholders that validly exercise their redemption rights with respect to their Public Shares) will become Freightos shareholders and Gesher warrantholders will become holders of Freightos Warrants, which may be exercised to acquire Freightos Ordinary Shares. Freightos’ business differs from that of Gesher’s, and, accordingly, the results of operations of Freightos will be affected by some factors that are different from those currently affecting the results of operations of Gesher. Gesher is a SPAC incorporated in the Cayman Islands that is not engaged in any operating activity, directly or indirectly. Freightos is a company incorporated in the Cayman Islands and, after the consummation of the Business Combination, its subsidiaries will be engaged in the international freight business. Freightos’ business and results of operations will be affected by regional, country, and industry risks and operating risks to which Gesher was not exposed. For a discussion of the future business of Freightos that is currently conducted and proposed to be conducted by Freightos, see the section of this proxy statement/prospectus titled “Freightos’ Business.”

Freightos Warrants will become exercisable for Freightos Ordinary Shares, which would increase the number of Freightos shares eligible for future resale in the public market and result in dilution to Freightos shareholders.

Freightos Warrants to purchase up to 14,850,000 Freightos Ordinary Shares will become exercisable in accordance with the terms of the Warrant Amendment and the Warrant Agreement governing those securities. Assuming the Business Combination closes, the Freightos Warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of the Freightos Warrants will be $11.50 per share. In accordance with the Warrant Amendment, the number of Freightos Warrants that will become exercisable includes the 2,000,000 Gesher Warrants issued to the Forward Purchaser in connection with the Forward Purchase Agreement, 500,000 Gesher Warrants issued to the Forward Purchaser in connection with the FPA Backstop Commitment and 100,000 Gesher Warrants issued to the Backstop Investor in connection with the Additional Backstop Commitment. In addition, as of August 31, 2022, the Sponsor or its affiliates have loaned an additional $1,264,945 to Gesher in the aggregate, which may be repaid upon consummation of a business combination transaction, or at the holder’s discretion, up to $1,500,000 of the loans may be converted into warrants at a price of $1.00 per warrant. Accordingly, additional Freightos Warrants may become issuable should the Sponsor determine to convert the loans into warrants.

Freightos’ issuance of additional share capital in connection with financings, acquisitions, investments, Freightos’ equity incentive plans or otherwise will dilute all other shareholders.

Freightos expects to issue additional share capital in the future that will result in dilution to all other shareholders. Freightos expects to grant equity awards to employees and directors under its equity incentive plans. Freightos may also raise capital through equity financings in the future. As part of Freightos’ business strategy, Freightos may acquire, make investments in or engage in strategic partnerships with companies, solutions or technologies and issue equity securities to pay for any such acquisition, investment or partnership. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of the Freightos Ordinary Shares to decline.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about Freightos, its share price and trading volume could decline significantly.

The trading market for Freightos Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about Freightos or its business. Freightos may be unable to

 

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sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of Freightos, or if these securities or industry analysts are not widely respected within the general investment community, the demand for Freightos Ordinary Shares could decrease, which might cause its share price and trading volume to decline significantly. In the event that Freightos obtains securities or industry analyst coverage, if one or more of the analysts who cover Freightos downgrade their assessment of Freightos or publish inaccurate or unfavorable research about Freightos’ business, the market price and liquidity for Freightos Ordinary Shares and Freightos Warrants could be negatively impacted.

Future resales of Freightos Ordinary Shares issued in connection with the Business Combination may cause the market price of the Freightos Ordinary Shares to drop significantly, even if Freightos’ business is doing well.

Certain shareholders of Freightos (including the PIPE Investor, but not including any shares acquired by the PIPE Investor pursuant to the PIPE Financing), certain members of the Sponsor, and the Forward Purchaser have entered into lock-up agreements with Freightos and Gesher. Pursuant to such lock-up agreements, such parties have agreed that, during the applicable lock-up period, they will not, sell, offer to sell, contract or enter into any agreement to sell, hypothecate, pledge, hedge, grant any option to purchase, or otherwise dispose of or enter into any agreement to dispose of, directly or indirectly, any Freightos Ordinary Shares or shares underlying any Warrants or Freightos options, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any such securities held immediately prior to the Closing, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, until the expiration of the following periods:

•

For certain members of the Sponsor (the “Sponsor Holders”), from and after the Closing until the 36-month anniversary (such period, the “Sponsor Lock-Up Period”) of the date on which the closing occurs. However, (i) at each nine-month anniversary of the closing date, 25% of the Freightos securities subject to the lock-up attributable to each Sponsor Holder will cease to be deemed Restricted Securities and (ii) if prior to the end of the Sponsor Lock-Up Period, a change of control of Freightos occurs, then all of the then Restricted Securities will cease to be deemed Restricted Securities.

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•

For certain shareholders of Freightos (the “Freightos Holders”), from and after the Closing until the 24-month anniversary (the “Freightos Lock-Up Period”) of the date on which closing occurs. However, (i) at each six-month anniversary of the date on which closing occurs, 25% of the Freightos securities subject to the lock-up attributable will cease to be deemed Restricted Securities and (ii) if at any time after the closing but prior to the end of the Freightos Lock-Up Period, a change of control occurs, then all of the then Restricted Securities will cease to be deemed Restricted Securities.

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See the section of this proxy statement/prospectus titled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Lock-Up Agreements.”

Further, concurrently with the Closing, Freightos, the Sponsor and certain Freightos shareholders will enter into a registration rights agreement that will provide the Sponsor and the other parties thereto with customary demand registration rights and piggy-back registration rights with respect to registration statements filed by Freightos after the closing. Additionally, pursuant to the Forward Purchase Agreement, we have agreed to file a registration statement under the Securities Act to register the Freightos securities that will be held by the Forward Purchaser following the Closing, and additionally, if securities are issued pursuant to the Backstop Agreement, we will register the resale of those securities as well. See the section of this proxy statement/prospectus titled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Freightos Registration Rights Agreement.”

After their respective lock-up periods, certain members of the Sponsor, the Forward Purchaser, and the Freightos shareholders (including the PIPE Investor) will not be restricted from selling Freightos Ordinary Shares held by them, other than by applicable securities laws. Additionally, the Backstop Investor will not be restricted from selling any of its Freightos Ordinary Shares following the Closing, other than by applicable securities laws. As such, sales of a substantial number of Freightos Ordinary Shares in the public market could

 

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occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Freightos Ordinary Shares. Upon completion of the Business Combination, the Sponsor, EarlyBird and the Freightos shareholders will collectively own approximately 71.7% of the outstanding Freightos Ordinary Shares (which assumes the full amount of Freightos Ordinary Shares are issued to the Forward Purchaser, the Backstop Investor, and the PIPE Investor pursuant to the terms of the Forward Purchase Agreement, Backstop Agreement and the PIPE Agreement, respectively). Assuming the Maximum Redemption Scenario, in the aggregate, the ownership of the Sponsor, Earlybird and the Freightos shareholders would rise to 83.8% of the outstanding Freightos Ordinary Shares (which assumes the full amount of Freightos Ordinary Shares are issued to the Forward Purchaser, the Backstop Investor, and the PIPE Investor pursuant to the terms of the Forward Purchase Agreement, Backstop Agreement and the PIPE Agreement, respectively).

The sale or possibility of sale of these shares could have the effect of increasing the volatility in the share price of Freightos Ordinary Shares or the market price of Freightos Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell such securities.

A market for Freightos Ordinary Shares may not develop, which would adversely affect the liquidity and price of Freightos Ordinary Shares.

An active trading market for Freightos Ordinary Shares may never develop or, if developed, may not be sustained. You may be unable to sell your Freightos Ordinary Shares unless a market can be established and sustained. This risk will be exacerbated if there is a high level of redemptions of Public Shares in connection with the Closing.

The trading prices of Freightos Ordinary Shares and Freightos Warrants may be volatile and may fluctuate due to a variety of factors, some of which are beyond the control of Freightos, including, but not limited to:

•

changes in the sectors in which it operates;

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•

changes in its projected operating and financial results;

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•

changes in laws and regulations affecting Freightos’ business;

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•

changes in Freightos’ senior management team, the Freightos Board or key personnel;

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its involvement in litigation or investigations;

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•

the anticipation of lock-up releases;

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•

negative publicity about Freightos or its services;

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•

the volume of Freightos Ordinary Shares available for public sale, which may be impacted by the Lock-Up Agreements;

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•

announcements of significant business developments, acquisitions, or new offerings;

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•

general economic, political, regulatory, industry, and market conditions; and

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•

natural disasters or major catastrophic events.

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These and other factors may cause the market price and demand for Freightos Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of Freightos Ordinary Shares or Freightos Warrants. These fluctuations may be even more pronounced in the trading market for Freightos Ordinary Shares or Freightos Warrants shortly following the Business Combination. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of Freightos Ordinary Shares or Freightos Warrants, Freightos may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from its business.

 

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It is not expected that Freightos will pay dividends in the foreseeable future after the Business Combination.

It is expected that Freightos will continue to operate at loss in the foreseeable future, and will retain most, if not all, of its available funds and any future earnings after the Business Combination to fund the development and growth of its business. As a result, it is not expected that Freightos will pay any cash dividends in the foreseeable future.

Following completion of the Business Combination, the Freightos Board will have discretion as to whether to distribute dividends. Even if the Freightos Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by Freightos from subsidiaries, Freightos’ financial condition, contractual restrictions and other factors deemed relevant by the Freightos Board. Accordingly, you may need to rely on sales of Freightos Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment. There is no guarantee that the Freightos Ordinary Shares will appreciate in value after the Business Combination or that the market price of the Freightos Ordinary Shares will not decline.

Freightos has granted in the past, and Freightos will also grant in the future, share incentives, which may result in increased share-based compensation expenses.

In 2012, the Freightos Board adopted and the Freightos shareholders approved the Freightos Stock Plan for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with Freightos. From and after the First Effective Time and until the Closing, no new awards will be granted under the Freightos Stock Plan. In connection with the Business Combination Agreement, on May 31, 2022, the Freightos Board approved and adopted the Freightos Limited 2022 Long-Term Incentive Plan (the “2022 LTIP”). Initially, the maximum number of Freightos Ordinary Shares that may be issued under the 2022 LTIP is 500,000 Freightos Ordinary Shares (the “Share Pool”). In addition to the initial Share Pool, on the first day of each calendar year during the term of the 2022 LTIP beginning with the calendar year starting January 1, 2023 and continuing for ten calendar years (ending with the calendar year starting January 1, 2032), in each case a number of Freightos Ordinary Shares equal to an amount equal to the lesser of (i) 5% of the number of Freightos Ordinary Shares issued and outstanding on such January 1st date or (ii) an amount determined by the Freightos Board prior to such date will be available for issuance. The 2022 LTIP permits the awards of options, restricted shares, share appreciation rights, restricted share units, or RSUs, performance shares or units, and other share-based awards to employees, directors and consultants of Freightos and its subsidiaries and affiliates. For more information on the share incentive plans, see “Director and Executive Compensation.” Freightos believes the granting of share-based compensation is of significant importance to its ability to attract and retain key personnel and employees, and as such, after the consummation of the Business Combination, Freightos will also grant share-based compensation and incur share-based compensation expenses. As a result, expenses associated with share-based compensation may increase, which may have an adverse effect on Freightos’ financial condition and results of operations.

If a U.S. Holder is treated as owning at least 10% by vote or value of Freightos shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person (as defined in Section 7701(a)(30) of the Code) is treated as owning (directly, indirectly, or constructively) at least 10% of the total combined voting power of Freightos Ordinary Shares or at least 10% of the total value of Freightos Ordinary Shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” ​(“CFCs”) in Freightos’ group (if any), which may subject such person to adverse U.S. federal income tax consequences. Specifically, a United States shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of such CFC’s “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, whether or not Freightos makes any distributions of profits or income of such CFC to such United States shareholder. If a U.S. Holder is treated as a United States shareholder of a CFC, failure to comply with applicable reporting obligations may subject such holder to significant monetary penalties and may extend the statute of limitations with respect to such holder’s U.S. federal income tax return for the year for which reporting was due. Additionally United States shareholders of a CFC that are individuals

 

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would generally be denied certain tax deductions or foreign tax credits in respect of their income that may otherwise be allowable to a United States shareholder that is a U.S. corporation.

Freightos cannot provide any assurances that it will assist holders of its shares in determining whether Freightos or any of its non-U.S. subsidiaries are treated as CFCs or whether any holder of the Freightos Ordinary Shares is treated as a United States shareholder with respect to any such CFC, nor does Freightos expect to furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. The IRS has provided limited guidance regarding the circumstances in which investors may rely on publicly available information to comply with their reporting and taxpaying obligations with respect to CFCs. Each U.S. investor should consult its advisors regarding the potential application of these rules to an investment in the Freightos Ordinary Shares.

Freightos may be (or may become) a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Freightos Ordinary Shares.

The determination of whether or not Freightos is a PFIC is made on an annual basis and will depend on the composition of Freightos and its subsidiaries’ income and assets, and the market value of Freightos and its subsidiaries’ assets, from time to time. Specifically, for any taxable year a non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either: (1) 75% or more of its gross income in that taxable year is passive income, or (2) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. The calculation of the value of Freightos and its subsidiaries’ assets will be based, in part, on the quarterly market value of Freightos Ordinary Shares, which is subject to change.

The determination of whether Freightos or its subsidiaries are or will become a PFIC may also depend, in part, on how, and how quickly, it uses liquid assets and the cash acquired from Gesher in the Business Combination and the PIPE Financing or otherwise. If Freightos were to retain significant amounts of liquid assets, including cash, the risk of Freightos being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that Freightos will not be a PFIC for the taxable year that includes the Business Combination or any future taxable year, and no opinion of counsel has or will be provided regarding the classification of Freightos as a PFIC. If Freightos were classified as a PFIC for any year during which a U.S. Holder held Freightos Ordinary Shares, it generally would continue to be treated as a PFIC for all succeeding years during which such holder held Freightos Ordinary Shares.

If Freightos is or were to become a PFIC, such characterization could result in adverse U.S. federal income tax consequences to U.S. Holders of Freightos Ordinary Shares. For example, if Freightos is a PFIC, U.S. Holders of Freightos Ordinary Shares may become subject to increased tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements. Freightos cannot assure any investor that Freightos will not be a PFIC for the taxable year that includes the Business Combination or any future taxable year. U.S. investors should consult their own tax advisors about the circumstances that may cause Freightos to be classified as a PFIC and the consequences if Freightos is classified as a PFIC. For further information, see the section below titled “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

Risks Related to Redemption

The ability of Gesher Public Shareholders to exercise redemption rights with respect to a large number of Gesher Ordinary Shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem Gesher Ordinary Shares.

The obligations of Freightos, Merger Sub I, and Merger Sub II to consummate the Business Combination are conditioned upon, among other things, Gesher having an amount of available cash from its Trust Account, following payment by Gesher to its shareholders who have validly elected to redeem their Gesher Ordinary Shares, plus proceeds from the PIPE Financing, the Forward Purchase Investment, the FPA Backstop Commitment and the Additional Backstop Commitment, of no less than $80 million. If the

 

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Business Combination is not consummated, you would not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt to sell your Gesher Ordinary Shares in the open market; however, at such time Gesher Ordinary Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Gesher’s redemption until Gesher liquidates or you are able to sell your Gesher Ordinary Shares in the open market.

Gesher does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Gesher to complete a business combination with which a substantial number of its Public Shareholders seek to redeem their ordinary shares in connection with the vote on the Business Combination.

The Gesher Articles have no specified maximum redemption threshold, except that in no event will Gesher redeem Gesher public ordinary shares in an amount that would cause its net tangible assets to be less than $5,000,001. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Business Combination under the Business Combination Agreement. If the Business Combination is not consummated, Gesher will not redeem any Gesher public ordinary shares, all Gesher public ordinary shares submitted for redemption will be returned to the holders thereof, and Gesher instead may search for an alternate business combination.

There is no guarantee that a Gesher shareholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Gesher shareholder may be able to sell its Freightos Ordinary Shares in the future following the completion of the Business Combination or shares with respect to any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price, and may result in a lower value realized now than a shareholder of Gesher might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Gesher shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Gesher shareholders may be forced to redeem or sell their Public Shares or warrants, potentially at a loss.

Gesher Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) Gesher’s completion of the Business Combination or, if the Business Combination is not completed, an alternative business combination, and then only in connection with those Public Shares of Gesher Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Gesher public ordinary shares properly tendered in connection with a shareholder vote to amend the Gesher Articles to modify the substance or timing of Gesher’s obligation to provide holders of Gesher public ordinary shares the right to have their shares redeemed in connection with a business combination or to redeem 100% of the Gesher Ordinary Shares if Gesher does not complete a business combination by April 14, 2023 (unless such date is extended by Gesher’s shareholders), or with respect to any other provision relating to Gesher Public Shareholders rights or pre-business combination activity, and (iii) the redemption of Gesher’s Public Shares if Gesher is unable to complete an initial business combination by April 14, 2023 (unless such date is extended by Gesher’s shareholders), subject to applicable law and as further described herein. In addition, if Gesher plans to redeem its Public Shares because Gesher is unable to complete an initial business combination by April 14, 2023 (unless such date is extended by Gesher’s shareholders), for any reason, compliance with Cayman Islands or other law may require that Gesher submit a plan of dissolution to Gesher’s then-existing shareholders for approval prior to the distribution of the proceeds held in Gesher’s Trust Account. In that case, Gesher Public Shareholders may be forced to wait beyond April 14, 2023 (or an extended date if extended by Gesher’s shareholders), before they receive funds from the Trust Account. In no other circumstances will Gesher Public Shareholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate their investment, Gesher Public Shareholders may be forced to sell their Public Shares or warrants, potentially at a loss.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/​prospectus, including statements regarding Freightos’, Gesher’s or the combined company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, Freightos’ or Gesher’s expectations concerning the outlook for their or the combined company’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company, including those set forth in the sections of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — The Gesher Board’s Reasons for the Approval of the Business Combination and the Recommendation of the Board of Directors.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between Freightos and Gesher.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

•

Freightos’ growth depends on its ability to attract and retain carriers, freight forwarders and importers/​exporters using its Platform, and the failure to maintain or grow the number of users, and the level of activity of such users, could adversely impact Freightos’ business;

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•

Freightos has a limited operating history and history of net losses, and it anticipate that it will experience net losses for the foreseeable future;

​

•

If Freightos fails to maintain and improve the quality of its Platform, Freightos may not be able to attract and retain users;

​

•

Freightos faces intense competition and could lose market share to its competitors, which could adversely affect Freightos’ business, operating results and financial condition;

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•

A limited number of Sellers provide a substantial portion of the offerings available on Freightos’ Platform. If Freightos fails to retain these Sellers, its GBV could decline significantly;

​

•

Adverse global economic conditions, geopolitical issues and other conditions that impact Freightos’ increasingly global operations could have a negative effect on Freightos’ business, results of operations and financial condition and liquidity;

​

•

Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect Freightos’ business and results of operations;

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•

Freightos may need to raise additional funds to finance its future capital needs, which may dilute the value of its outstanding ordinary shares or prevent Freightos from growing its business;

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•

Freightos has experienced growth in recent periods and expects to continue to invest in its growth for the foreseeable future. If Frieghtos is unable to maintain similar levels of growth or manage its growth effectively, Freightos’ business, revenue, profits and financial condition could be adversely affected;

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•

Because Freightos expects the substantial majority of its future revenue to come from its Platform-with most of its revenue derived from its freightos.com marketplace and WebCargo offerings-Freightos’ inability to generate revenue from its Platform would adversely affect Freightos’ business operations, financial results and growth prospects;

​

•

Freightos is subject to various risks related to Freightos data products and in particular its freight indexes, and if Freightos is unable to accurately calculate an index or comply with our published guides

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for calculating an index, it may face reputational damage and lose clients and revenue, which could have a material impact on its financial results;

•

Freightos’ internal computer and information technology systems, or those of its vendors, users or contractors, have been and may in the future be subject to cyberattacks or security incidents, which could result in a material operational or developmental disruption, or otherwise adversely affect Freightos’ business, financial condition, results of operations, cash flows, result in reputational damage and cause Freightos to lose existing or future users and revenue;

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•

If Freightos is unable to comply with its security obligations or its computer systems are or become vulnerable to security incidents or other operational disruptions, Freightos may face reputational damage and lose clients and revenue;

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•

Freightos is subject to a complex regulatory environment, and failure to comply with and adapt to these regulations could result in penalties or otherwise adversely impact its business;

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•

The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies or changes in tax legislation or policies could impact Freightos’ future financial position and results of operations;

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•

Freightos will qualify as an “emerging growth company” and a “foreign private issuer” and the reduced disclosure requirements applicable to Freightos may make its securities less attractive to investors;

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•

The requirements of being a public company may strain Freightos’ resources, divert Freightos’ management’s attention and affect Freightos’ ability to attract and retain qualified board members;

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•

Economic substance legislation of the Cayman Islands may adversely impact Freightos or its operations;

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•

Relations between Israel and the other jurisdictions in which Freightos operates and the various jurisdictions in which its users reside could materially affect Freightos’ business;

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•

Freightos’ Israeli subsidiary currently maintains a beneficial tax treatment status. Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws or Freightos’ inability to maintain its Israeli subsidiary’s beneficial tax status may adversely affect Freightos’ results of operations;

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•

The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an initial public offering and may create risks for unaffiliated investors;

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•

Gesher may not have sufficient funds to consummate the Business Combination;

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•

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect Gesher’s or Freightos’ ability to complete the Business Combination or the business of the combined company;

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•

A market for Freightos Ordinary Shares may not develop, which would adversely affect the liquidity and price of Freightos Ordinary Shares;

​

•

Gesher does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Gesher to complete a business combination with which a substantial number of its Public Shareholders seek to redeem their ordinary shares in connection with the vote on the Business Combination;

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•

Freightos is subject to various risks related to Freightos data products and in particular its freight indexes, and if Freightos is unable to accurately calculate an index or comply with our published guides for calculating an index, it may face reputational damage and lose clients and revenue, which could have a material impact on its financial results;

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•

The other matters described in the section titled “Risk Factors” of this proxy statement/prospectus.

​

In addition, the Transactions are subject to the satisfaction of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement and the absence of events that

 

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could give rise to the termination of the Business Combination Agreement, the possibility that the Business Combination does not close, and risks that the proposed Business Combination disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for Freightos.

Freightos and Gesher caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither Freightos nor Gesher undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Freightos or Gesher will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in Gesher’s public filings with the SEC or, upon and following the consummation of the Business Combination, in Freightos’ public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section of this proxy statement/prospectus titled “Where You Can Find More Information”.

 

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EXTRAORDINARY GENERAL MEETING OF GESHER SHAREHOLDERS

General

Gesher is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its Board of Directors for use at the extraordinary general meeting of Gesher shareholders and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place of Extraordinary General Meeting of Gesher’s Shareholders

The extraordinary general meeting will be held on [•] [a.m./p.m.] Eastern time, on [•], 2022, solely over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at [•] and following the instructions set forth on your proxy card.

Purpose of the Gesher Extraordinary General Meeting

At the extraordinary general meeting, Gesher is asking its shareholders:

1.

Proposal One — The Business Combination Proposal — to consider and vote upon a proposal, as an ordinary resolution under Cayman Islands law, to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination;

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2.

Proposal Two — The Merger Proposal — to consider and vote upon, as a special resolution under Cayman Islands law, a proposal to approve and authorize the First Plan of Merger; and

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3.

Proposal Three — The Charter Proposal — to consider and vote upon, as a special resolution under Cayman Islands law, a proposal to approve and adopt the Freightos A&R Articles to be effective as of the Closing, attached as Annex B to this proxy statement/prospectus.

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4.

Proposal Four — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution under Cayman Islands law, a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt one or more proposals presented to shareholders for a vote.

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Recommendation of the Gesher Board

The Gesher Board has determined that each of the proposals outlined above is in the best interests of Gesher and recommended that Gesher shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Charter Proposal and “FOR” the Adjournment Proposal, if presented.

Record Date; Persons Entitled to Vote

Gesher shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Gesher Ordinary Shares or Gesher Preference Shares at the close of business on [•], 2022, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each Gesher Ordinary Share and one vote for each Gesher Preference Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Gesher’s warrants do not have voting rights. On the record date, there were [•] Gesher Ordinary Shares, of which [•] were Public Shares, outstanding, and no Gesher Preference Shares outstanding.

Quorum

A quorum is the minimum number of Gesher Ordinary Shares and Gesher Preference Shares that must be present to hold a valid meeting. A quorum will be present at the Gesher extraordinary general meeting if a majority of the voting power of the issued and outstanding Gesher Ordinary Shares and Gesher Preference Shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy.

 

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Abstentions, while considered present for the purpose of establishing a quorum, will not count for the purpose of determining the number of votes cast at the extraordinary general meeting. Broker non-votes will not be considered present for the purpose of establishing a quorum or determining the number of votes cast at the extraordinary general meeting.

Vote Required for Approval

The proposals to be presented at the extraordinary general meeting will require the following votes:

•

Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Gesher Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Transactions will not be consummated if Gesher has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) either immediately prior to or upon consummation of the Transactions.

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•

Merger Proposal — The approval of the First Plan of Merger will require a special resolution under Cayman Islands law, being the affirmative vote of at least two thirds of the votes cast by the holders of the Gesher Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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•

Charter Proposal — The approval the Charter Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two thirds of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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•

Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the Gesher Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Abstentions, while considered present for the purpose of establishing a quorum, will not count for the purpose of determining the number of votes cast at the extraordinary general meeting. Broker non-votes will not be considered present for the purpose of establishing a quorum or determining the number of votes cast at the extraordinary general meeting.

Voting Your Shares

If you are a holder of record of Gesher Ordinary Shares or Gesher Preference Shares, there are two ways to vote your shares at the extraordinary general meeting:

•

By Mail.   You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of the Gesher Board. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

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•

In Person.   You may attend the extraordinary general meeting webcast and vote electronically using the ballot provided to you during the webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at [•] and following the instructions set forth on your proxy card. See the section of this proxy statement/prospectus titled “Questions and Answers about the Business Combination and the Extraordinary General Meeting — When and where will the extraordinary general meeting take place?” for more information.

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Revoking Your Proxy

If you are a holder of record of Gesher Ordinary Shares or Gesher Preference Shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card to Gesher’s secretary with a later date so that it is received prior to the vote at the extraordinary general meeting or attend the live webcast of the extraordinary general meeting and vote electronically;

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•

you may notify Gesher’s secretary in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

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•

you may attend the live webcast of the extraordinary general meeting and vote electronically or revoke your proxy electronically, although your attendance alone will not revoke any proxy that you have previously given.

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If you hold your Gesher Ordinary Shares and Gesher Preference Shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee.

Who Can Answer Your Questions About Voting Your Shares

If you are a Gesher shareholder and have any questions about how to vote or direct a vote in respect of your Gesher Ordinary Shares and Gesher Preference Shares, you may call Morrow Sodali LLC, Gesher’s proxy solicitor, at (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers) or email GIAC.info@investor.morrowsodali.com.

Redemption Rights

Gesher Public Shareholders, excluding the Sponsor and Gesher’s officers and directors, may seek to redeem their Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any Gesher Public Shareholder may elect to have their Public Shares redeemed for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $[•] per share as of [•], 2022, the extraordinary general meeting record date), calculated as of two (2) business days prior to the anticipated consummation of the Mergers. If a holder properly seeks redemption as described in this section and the Mergers are consummated, Gesher will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Mergers. Exercise of redemption rights with respect to Gesher Ordinary Shares will not result in either the exercise or loss of any of the Gesher Warrants a Gesher shareholder may hold. The Gesher Warrants will continue to be outstanding following any redemption of Gesher Ordinary Shares and will become exercisable in connection with the completion of the Business Combination, or, absent the completion of the Business Combination and the liquidation of the Trust Account, expire in accordance with their terms.

Holders who wish to exercise their redemption rights are required to (i) submit their redemption request, which includes the name of the beneficial owner of the shares to be redeemed, in writing to Continental Stock Transfer & Trust Company, Gesher’s transfer agent, and (ii) deliver their shares, either physically or electronically using The Depository Trust Company’s DWAC system, to Gesher’s transfer agent no later than 5:00 p.m. Eastern time on [•], 2022 (two (2) business days prior to the extraordinary meeting). If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed merger is not consummated this may result in an additional cost to shareholders for the return of their shares.

Gesher’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Any request for redemption, once made by a Gesher Public Shareholder, may not be withdrawn once submitted to Gesher unless the Gesher Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which the Board of Directors may do in whole or in part).

 

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If the Business Combination is not approved or completed for any reason, then Gesher Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, Gesher will promptly return any shares tendered for redemption by Gesher Public Shareholders. If Gesher would be left with less than $5,000,001 of net tangible assets as a result of Gesher Public Shareholders properly demanding redemption of their shares for cash, Gesher will not be able to consummate the Mergers.

The closing price of a Gesher Ordinary Share on [•], 2022, the extraordinary general meeting record date, was $[•]. The cash held in the Trust Account on such date was approximately $[•] ($[•] per public share). Prior to exercising redemption rights, shareholders should verify the market price of a Gesher Ordinary Share as they may receive higher proceeds from the sale of their Gesher Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Gesher cannot assure its shareholders that they will be able to sell their Gesher Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. If a Gesher Public Shareholder exercises his, her or its redemption rights, then he, she or it will be exchanging its Gesher Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if, prior to the deadline for submitting redemption requests, you properly elect to redeem your Gesher Ordinary Shares no later than the close of the vote on the Business Combination Proposal by delivering your written redemption request and shares (either physically or electronically) to Gesher’s transfer agent prior to the vote at the extraordinary general meeting, and the Mergers are consummated.

For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see the section of this proxy statement/prospectus titled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders Exercising Redemption Rights with Respect to Gesher Ordinary Shares”. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights under the Cayman Companies Act

None of the shareholders, unit holders or warrant holders have appraisal rights in connection with the Business Combination under the Companies Act.

Proxy Solicitation Costs

Gesher is soliciting proxies on behalf of its Board of Directors. This solicitation is being made by mail but also may be made by telephone. Gesher and its directors, officers and employees may also solicit proxies online. Gesher will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Gesher will bear the cost of the solicitation.

Gesher has hired Morrow Sodali LLC to assist in the proxy solicitation process and will pay that firm a fee of $27,500, plus associated disbursements. Gesher will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Gesher will reimburse them for their reasonable expenses.

Other Matters

As of the date of this proxy statement/prospectus, the Gesher Board does not know of any business to be presented at the extraordinary general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the extraordinary general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

Interests of Gesher’s Officers and Directors in the Transactions

In considering the recommendation of the Gesher Board to vote in favor of approval of the Business Combination Proposal, the Merger Proposal and the Charter Proposal, shareholders should keep in mind

 

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that the Sponsor and Gesher’s directors, executive officers and advisors have interests in such proposals that are different from, or in addition to, those of holders of Public Shares generally. In particular:

•

Immediately following the consummation of the Business Combination, the Sponsor and its affiliates are expected to hold (i) 2,825,000 Freightos Ordinary Shares, and (ii) 4,450,549 Freightos Warrants each entitling the Sponsor to purchase one Freightos Ordinary Share at a price of $11.50 per share, which in the aggregate and assuming the exercise of all warrants would represent 9.9% and 11.2% ownership interest in the combined company under the No Redemption Scenario and the Maximum Redemption Scenario, respectively, on an as converted basis, assuming no additional equity securities are issued and no additional equity-linked securities are converted other than the Freightos Warrants outstanding as of the closing date.

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If the Business Combination with Freightos or another business combination is not consummated by April 14, 2023 (or such later date as may be approved by Gesher’s shareholders in an amendment to the Gesher Articles), Gesher will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its Board of Directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and certain directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the Gesher IPO, would be worthless because the holders have waived their right to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $[•] million based upon the closing price of $[•] per share on Nasdaq on [•], 2022. On the other hand, if the Business Combination is consummated, each outstanding Gesher Ordinary Share will be converted into one Freightos Ordinary Share. In the aggregate, the 2,825,000 Gesher Ordinary Shares held by the Sponsor will be exchanged for 2,825,000 Freightos Ordinary Shares in the Business Combination.

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•

If Gesher is unable to complete a business combination within the required time period under the Gesher Articles, Gesher and/or the Sponsor could be liable under certain circumstances for claims by service providers, vendors or other entities that are owed money by Gesher for services rendered or contracted for or products sold to Gesher. If Gesher consummates a business combination, on the other hand, Gesher and ultimately the combined company will be liable for all such claims.

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EarlyBird, the underwriter in the Gesher IPO, will be entitled to receive a deferred underwriting commission of approximately $4.0 million upon completion of the Business Combination, of which 30% may be reallocated to other advisors of Gesher.

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The Sponsor and Gesher’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred on Gesher’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Gesher fails to consummate a business combination within the required time period under the Gesher Articles, they will not have any claim against the Trust Account for reimbursement. Accordingly, Gesher may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by April 14, 2023 (or such later date as may be approved by Gesher’s shareholders in an amendment to the Gesher Articles). As of the record date, the Sponsor and Gesher’s officers and directors and their affiliates had incurred approximately $[•] of unpaid reimbursable expenses.

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The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate.

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Based on the difference in the purchase price of $0.009 that the Sponsor paid for its Gesher Ordinary Shares, as compared to the purchase price of $10.00 per Gesher Unit sold in the Gesher IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the Closing falls below the price initially paid for the units in the Gesher IPO and the public shareholders experience a negative rate of return following the Closing.

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•

The Business Combination Agreement provides for the continued indemnification of Gesher’s current directors and officers and the continuation of directors and officers liability insurance covering Gesher’s current directors and officers.

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•

Gesher’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Gesher to fund certain capital requirements. On March 1, 2021, the Sponsor agreed to loan Gesher an aggregate of up to $150,000 to cover expenses related to the Gesher IPO pursuant to a promissory note that was repaid in full on October 18, 2021 following the completion of the Gesher IPO. As of August 31, 2022, the Sponsor or its affiliates have loaned an additional $1,264,945 to Gesher in the aggregate, which may be repaid upon consummation of a business combination transaction, or at the holder’s discretion, up to $1,500,000 of the loans may be converted into warrants at a price of $1.00 per warrant. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Gesher outside of the Trust Account.

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Ezra Gardner, Gesher’s Chief Executive Officer and a director of Gesher, will be a director of Freightos following the Closing. Such position may provide Mr. Gardner with compensation, including equity incentives. The terms of such position have not been negotiated or approved, and may not be considered by Freightos until after the extraordinary general meeting.

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In addition to these interests of the Sponsor and Gesher’s current officers and directors, the Gesher Articles waive the application of the “corporate opportunity” doctrine. The “corporate opportunity” doctrine generally provides that a director or officer may not take a business opportunity for his or her own if: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation’s line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his or her own, the self-interest of the director or officer will be brought into conflict with the director’s or officer’s duties to the corporation. However, Gesher does not believe that the waiver of the application of the “corporate opportunity” doctrine in the Gesher Articles had any impact on its search for a potential business combination target.

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Purchases of Gesher Shares and Other Transactions

At any time prior to the extraordinary meeting, during a period when they are not then aware of any material nonpublic information regarding Gesher or its securities, the Sponsor, Gesher’s directors and officers, Freightos, and their respective affiliates may purchase Public Shares in privately negotiated transactions or in the open market or they may enter into transactions with investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination. In such transactions, the purchase price for the Gesher Shares will not exceed the applicable redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the Gesher Shares they acquire in such transactions. Further, any Gesher Shares acquired by the persons described above would not be voted in connection with the Business Combination. There is no limit on the number of securities the Sponsor, Gesher’s directors and officers, Freightos or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq.

The purpose of the share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes, to reduce the number of redeemed shares, or to provide additional equity financing. This may result in the completion of a business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on the Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the extraordinary meeting. In addition, if these purchases are made, the public “float” of the Freightos Ordinary Shares following the Business Combination and the number of beneficial holders of the Freightos Ordinary Shares may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of the Freightos Ordinary Shares on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for the Freightos Ordinary Shares.

 

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As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Gesher will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Business Combination will be approved, the nature of the security holders who sold to the aforementioned persons (if not purchased in the open market), and the number of Public Shares for which Gesher has received redemption requests.

 

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PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL

The following is a discussion of the proposed Business Combination and the Business Combination Agreement. This is a summary only and may not contain all of the information that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. Gesher shareholders are urged to read this entire proxy statement/prospectus carefully, including the Business Combination Agreement, for a more complete understanding of the Business Combination.

General

The Business Combination Agreement provides for the merger of Merger Sub I into Gesher and subsequently Gesher into Merger Sub II, with Merger Sub II being the surviving entity as a wholly owned subsidiary of Freightos.

Pursuant to the Business Combination Agreement, at the Closing, and following the Recapitalization, (i) Merger Sub I will merge with and into Gesher, with Gesher surviving the First Merger as a wholly-owned subsidiary of Freightos, pursuant to the First Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex C, (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity will merge with and into Merger Sub II, with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Freightos, and (iii) Freightos will have an amended and restated Memorandum and Articles of Association, to be effective as of the Closing, attached as Annex B to this proxy statement/prospectus (as described under “Proposal Three — The Charter Proposal”).

Immediately prior to the First Merger, Freightos and its shareholders will engage in the Recapitalization so that the only outstanding equity securities of Freightos will be the Freightos Ordinary Shares and certain options to acquire Freightos Ordinary Shares that will remain outstanding following the Closing. To effect the Recapitalization, (i) each Freightos Preferred Share will automatically convert into Freightos Ordinary Shares in accordance with the Freightos organizational documents and (ii) immediately following such conversion, each then issued and outstanding Freightos Ordinary Share will automatically convert into such number of Freightos Ordinary Shares equal to the quotient obtained by dividing 39,000,000 by the sum of (A) the number of Freightos Ordinary Shares then issued and outstanding and (B) without duplication, the number of Freightos Ordinary Shares issuable upon the exercise of all options to acquire Freightos Ordinary Shares that either have vested prior to such time or are to vest pursuant to their terms on or prior to September 30, 2022. In connection with the Recapitalization, the Current Freightos Articles will be amended and restated in the form attached hereto as Annex B.

Immediately prior to the First Merger, the Unit Separation will be effectuated. No fractional Gesher Warrants will be issued in connection with the Unit Separation. If a holder of Gesher Units would be entitled to receive a fractional Gesher Warrant upon the Unit Separation, the number of Gesher Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Gesher Warrants.

Pursuant to the Business Combination Agreement, at the First Effective Time, (i) each Gesher Ordinary Share issued and outstanding immediately prior to the First Merger (and after giving effect to the Unit Separation and any redemptions), will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Freightos Ordinary Share and (ii) each issued and outstanding Gesher Warrant will be assumed by Freightos and converted into a corresponding Freightos Warrant. At the Second Effective Time, the sole share of Merger Sub II, par value $1.00, issued and outstanding immediately prior to the Second Effective Time shall continue to exist and constitute as the only issued and outstanding share of Merger Sub II as the surviving entity of the Second Merger.

In connection with the Business Combination, Gesher obtained commitments (i) for up to$70,000,000 of equity financing and (ii) from the Forward Purchaser that the Forward Purchaser will not exercise its redemption rights with respect to 990,000 Gesher Ordinary Shares that the Forward Purchaser acquired in the Gesher IPO, with a redemption value of approximately $10,000,000. None of Gesher’s sponsors, directors, officers or their affiliates will participate as investors in the aforementioned $70,000,000 of equity financing.

 

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Gesher entered into the Forward Purchase Agreement with the Forward Purchaser, pursuant to which the Forward Purchaser agreed to purchase 4,000,000 Gesher Units for an aggregate purchase price of $40,000,000 in connection with the acquisition of Freightos. The Forward Purchase Agreement also provides for the Forward Purchaser to provide the FPA Backstop Commitment to Gesher in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments. In exchange for providing the FPA Backstop Commitment, the Forward Purchaser will receive (i) an additional amount of Gesher Ordinary Shares equal to the amount of the FPA Backstop Commitment drawn, divided by $10.00 (rounded up to the nearest whole number) and (ii) 500,000 Gesher Warrants. Accordingly, the number of Gesher Ordinary Shares issued, if any, in connection with the FPA Backstop Commitment will be sold at the same price as the Gesher Units sold in the Gesher IPO, whereas no additional cash consideration will be paid for the 500,000 Gesher Warrants issuable in connection with the FPA Backstop Commitment. The terms of the Gesher Shares and Gesher Warrants issuable in connection with the FPA Backstop Commitment will be identical to the Gesher Ordinary Shares and Gesher Warrants sold at the time of the IPO.

Gesher entered into the Backstop Agreement with the Backstop Investor, pursuant to which the Backstop Investor, subject to the terms of the Backstop Agreement, agreed to provide the Additional Backstop Commitment to Gesher in the event that, as of immediately prior to the Closing, certain minimum cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and certain other investments. In exchange for providing the Additional Backstop Commitment, Gesher will issue and sell to the Backstop Investor (i) 1,000,000 Gesher Ordinary Shares at a purchase price of $10.00 per share and (ii) 100,000 Gesher Warrants. Pursuant to the Backstop Agreement, the Backstop Investor will be entitled to registration rights with respect to the Freightos Ordinary Shares and Freightos Warrants it receives at Closing. The closing of the Additional Backstop Commitment, to the extent that it is drawn upon, will be on the same date and immediately prior to, or simultaneously with, the Closing.

Accordingly, the number of Gesher Ordinary Shares issued, if any, in connection with the Additional Backstop Commitment will be sold at the same price as the Gesher Units sold in the Gesher IPO, whereas no additional cash consideration will be paid for the 100,000 Gesher Warrants issuable in connection with the Additional Backstop Commitment. The terms of the Gesher Shares and Gesher Warrants issuable in connection with the Additional Backstop Commitment will be identical to the Gesher Ordinary Shares and Gesher Warrants sold at the time of the IPO. Concurrently with the execution of the Business Combination Agreement, Gesher, Freightos and the PIPE Investor, an affiliate of Qatar Airways, entered into the PIPE Agreement pursuant to which the PIPE Investor committed to provide the PIPE Financing immediately prior to the Closing. Each of the PIPE Investor and Qatar Airways is a shareholder of Freightos.

Background of the Business Combination

Gesher is a blank check company incorporated on February 23, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Business Combination was the result of an extensive search for a potential transaction utilizing the broad sourcing platform and investing and operating experience of Gesher’s management team, the Sponsor and the Gesher Board. The terms of the Business Combination were the result of thorough negotiations between Gesher’s management team, Freightos’ management team and representatives of Gesher and Freightos.

The following is a brief description of the background of such negotiations, the Business Combination and related transactions. The following descriptions are not, and do not purport to be, a complete catalog of every interaction between the applicable parties.

Prior to the consummation of the Gesher IPO, neither Gesher, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination. EarlyBird served as the representative of the underwriters in the Gesher IPO. The aggregate fees payable to EarlyBird that are contingent on the completion of the business combination with respect to its deferred underwriting commission are approximately $4.0 million, of which 30% may be reallocated to other advisors of Gesher. In February 2021, Gesher issued to EarlyBird and its designees 200,000 Gesher

 

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Ordinary Shares (the “Representative Shares”). The holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of Gesher’s initial business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if Gesher fails to complete its initial business combination within 18 months from the closing of the Gesher IPO. EarlyBird did not conduct any due diligence on Freightos or any other prospective target company on behalf of Gesher or serve as a financial advisor to Gesher in connection with the transactions contemplated by the Business Combination Agreement.

After the Gesher IPO, the Gesher management team (Ezra Gardner, the Chief Executive Officer, Omri Cherni, the Chief Operating Officer, and Chris Coward, the Chief Financial Officer), its Board of Directors and the Sponsor commenced an active search for prospective businesses and assets for a business combination. In evaluating potential businesses and assets for an initial business combination, Gesher considered target companies in a variety of industries, utilizing the Sponsor’s vast network of contacts through its affiliates for introductions to potential targets. Gesher generally focused on rapidly growing, highly scalable target companies with attractive unit economics that could benefit from the expertise and capabilities of Gesher’s management team to create long-term shareholder value. Leveraging Gesher’s management team’s long track record of investing in and adding significant operational and strategic value to companies within Israel, Asia and Europe, Gesher had a particular focus on business combination targets in these geographies. Based on the amount of cash in the Trust Account and the commitments of the Private Placement Investors, Gesher’s management and its Board of Directors believed that the amount of capital Gesher could deliver to a potential target company would range from $50 million to $150 million. Consequently, Gesher also filtered and evaluated opportunities based on anticipated enterprise values of less than $1 billion where the Board believed that the target could deploy a capital infusion of $50 million to $150 million at high rates of return relative to the enterprise value of the target in order to maximize value for Gesher shareholders. As part of the evaluation process of each potential target company, Gesher’s management team considered, among other things, the target company’s growth characteristics, competitive positioning within its industry, industry growth characteristics, historical profitability and predictability of financial performance, suitability as a public company and strength of the target’s management team.

Since the Gesher IPO, Gesher’s management team and the Sponsor have considered and analyzed more than 60 potential target companies, including conducting over 250 meetings and calls with senior executives and/or owners of potential target companies, operating across diverse industries such as transportation technology, enterprise software as a service, financial services technology including blockchain and cryptocurrency, medical device and therapeutic healthcare, and mobility, among others. Gesher engaged in significant due diligence and detailed discussions and entered into non-disclosure agreements with 25 potential target companies, which non-disclosure agreements contained customary terms for such agreements between a SPAC and a private company target, including confidentiality provisions. Gesher submitted letters of intent to three of the potential target companies (including Freightos), which are described in more detail below.

On October 28, 2021, Gesher management began evaluating publicly available information regarding Freightos, which was introduced to Gesher management by Oppenheimer & Co. Inc., Freightos’ financial advisor (“Oppenheimer”).

On November 9, 2021, having determined that Freightos was a potentially suitable target company, Gesher entered into a customary non-disclosure agreement with Freightos, and Freightos began providing business and financial due diligence materials to Gesher in connection with Gesher’s evaluation of a potential business combination, including financial statements, and legal and tax information, via an electronic data room.

Also on November 9, 2021, Gesher entered into a customary non-disclosure agreement with a company in the medical device industry (“Company A”). Company A was a potential target company identified by Gesher’s management team and the Sponsor.

On November 10, 2021, Ezra Gardner and Omri Cherni of Gesher had their first telephonic meeting with Zvi Schreiber and Ran Shalev of Freightos to discuss the possibility of a business combination between

 

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Freightos and Gesher. Mr. Gardner and Mr. Cherni also requested Freightos provide additional financial and business information.

On November 11, 2021, Freightos provided preliminary projections prepared by Freightos’ management team to Gesher, which were subsequently distributed to the Gesher Board. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Certain Financial Projections Provided to the Gesher Board” for more information on the Original Projections.

On November 11, 2021, having identified Company A as a potentially suitable target company, Ezra Gardner and Omri Cherni of Gesher had their first telephonic meeting with representatives of Company A. During the call, the parties discussed the possibility of a business combination, and Ezra Gardner and Omri Cherni of Gesher requested Company A provide additional financial and business information.

On November 24, 2021, having identified a company in the blockchain cryptocurrency industry (“Company B”), as a potentially suitable target company, Gesher entered into a customary non-disclosure agreement with Company B. Also on November 24, 2021, Ezra Gardner and Omri Cherni of Gesher had their first telephonic meeting with representatives of Company B to discuss a potential business combination. During the call, the parties discussed Company B providing additional financial and business information to Gesher. Company B was identified through the broad network of contacts and corporate relationships of Gesher’s directors and management, and of the Sponsor.

During November and December 2021, Gesher held multiple meetings with Freightos’ management team during which Freightos continued to provide confidential information to Gesher regarding Freightos’ business operations, business model and plans. During this time, Gesher conducted industry research on Freightos and other companies in Freightos’ industry, including analyzing the public market viability of Freightos and attending industry conferences to meet with customers and suppliers. Gesher also evaluated the financial model and analyzed actual business performance and key performance indicators of Freightos.

On November 15, 2021, the Gesher Board held a meeting via video conference that was attended by all members of the Board of Directors. Members of Gesher’s management team and representatives of Bryan Cave Leighton Paisner LLP (“BCLP”), international legal counsel to Gesher, were in attendance at the request of the Board. During this meeting, the Gesher Board reviewed and discussed six potential target companies identified by Gesher since consummation of the Gesher IPO. Gesher’s management team reported that it had identified three companies of particular interest: Freightos, Company A and Company B. After a lengthy discussion, the Gesher Board authorized the management team of Gesher to continue to pursue discussions with the three potential target companies identified and to enter into non-binding letters of intent with the three target companies of primary interest.

On November 15, November 22 and December 9, 2021, Ezra Gardner, Omri Cherni and Chris Coward of Gesher held calls and in-person meetings with members of Freightos’ management team to discuss business trends, financial, technological and other business diligence and to discuss interest on both sides of a potential business combination transaction and the high-level economic terms of a proposed transaction.

On November 16, December 1 and December 8, 2021, representatives of Gesher, including Ezra Gardner, Omri Cherni and Chris Coward held telephonic and in person meetings with representatives of Company B to discuss further technological and financial diligence on Company B and to discuss whether there was interest on the part of Gesher and Company B to pursue discussions regarding a potential transaction.

On November 24, December 1, December 5 and December 9, 2021, representatives of Gesher, including Ezra Gardner, Omri Cherni and Chris Coward, held telephonic conferences with representatives of Company A. The parties discussed business and financial due diligence and also whether there was interest on the part of Gesher and Company A to pursue discussions regarding a potential business combination.

On December 17, 2021, Gesher sent Freightos a non-binding letter of intent for a potential business combination transaction (the “LOI”) prepared by BCLP. The LOI proposed a pro forma enterprise valuation for Freightos between $300 million and $600 million on a debt-free, cash-free basis, subject to completion of Gesher’s further business and legal due diligence. In order to initiate discussions and without the benefit of substantial due diligence, Gesher provided the initial estimate of the pre-dilution pro forma enterprise

 

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value range of $300 million and $600 million, based on a number of preliminary assumptions and considerations, including, among others, (i) a 0.5x to 1.0x multiple of estimated GBV for the year 2022, and other selected public company qualitative analyses, including customer base and revenue generation models in various industries, which the Gesher Board of Directors believed indicated a discount to an identified peer group of public companies, as well as, to a lesser extent, (ii) a discounted cash flow (“DCF”) calculation conducted by Gesher management using a range of estimates and discount rates. Gesher’s management compiled a peer group of public companies that it considered, among other factors, in arriving at the initial estimate of the enterprise value range. Gesher’s management also observed that the Freightos business model includes selling software as a service to freight forwarders and uses a vendor neutral platform to allow real time booking of international shipments to both large enterprise customers as well as small and medium size businesses. It generates revenue from booking fees, payments fees, as well as other ancillary services. Freightos also sells data relating to global shipment rates to customers and expected to receive fees for contracts that trade on the Chicago Mercantile Exchange based on Freightos rate data. As a result, Gesher considered a variety of selected public companies based on the multifaceted Freightos business model rather than from a single industry, including those in the payments, SaaS, data marketplace services, and business-to-business and business-to-consumer vertical marketplace businesses. With respect to the DCF analysis used by Gesher during the negotiation of the LOI, members of Gesher management with experience in valuation from serving in various roles, including as investment bankers, financial analysts and portfolio management at numerous banks as well as public and private investment funds conducted the analysis. Preliminary DCF models were prepared in a manner consistent with industry standards and included variables to account for, among other factors, growth and the rate of growth in the number of transactions and GBV, as well as the amount of revenue derived from such transactions and GBV, and software sales based on the value provided to customers and users of the platform and services. Gesher’s initial range was intentionally broad, as Gesher’s management believed that its preliminary diligence justified a valuation of at least $300 million and could potentially support a valuation of up to or in excess of $600 million, which was the maximum amount Gesher’s Board of Directors determined it would pay in support of its desired shareholders’ returns. The LOI also covered key terms of the potential transaction, including that the transaction consideration would be in the form of stock, lock-ups by certain of the Freightos shareholders and certain of the Sponsor members, shareholder approval, expectations with respect to transaction timing, and a 60-day exclusivity period binding on Freightos that would be automatically extended for 15 days if the parties were working in good faith toward negotiating a business combination agreement. The LOI did not contain a minimum available cash condition. That same day, the Chief Executive Officer of Freightos responded with some comments to the LOI, including with regard to the length of the exclusivity period and the indicative price range.

Also on December 17, 2021, Gesher submitted a non-binding letter of intent to Company A, which reflected a pro forma enterprise value for Company A between $300 million and 600 million on a debt-free, cash-free basis, subject to completion of Gesher’s further business and legal due diligence, and otherwise contained terms substantially similar to the terms set forth in the LOI. Also on December 17, 2021, Gesher submitted a non-binding letter of intent to Company B, which reflected a pro forma enterprise value for Company B between $400 million and $1 billion on a debt-free, cash-free basis, subject to completion of Gesher’s further business and legal due diligence, and again otherwise contained terms substantially similar to the terms set forth in the LOI.

On December 30, 2021, Freightos provided Gesher a revised draft of the LOI, which included a revised pro forma valuation range between $450 million and $600 million, introduced a condition to closing that Gesher have $100 million in cash remaining available to Freightos after closing of a business combination, and revised the exclusivity period to be binding on Freightos for the first 45 days and then binding on both parties for a subsequent 30 days if the parties were working together in good faith to complete a business combination and agreed on a specific transaction value, among other changes.

On December 31, 2021, Gesher sent Freightos a revised draft of the LOI modifying the calculation of the minimum available cash condition to take into account the proceeds from potential forward purchase investments, PIPE investments and other investments, and to be measured before giving effect to any expenses but after giving effect to any redemptions by Gesher shareholders, among other revisions. Furthered by Gesher’s confirmatory diligence affirming the strong underlying business performance of Freightos, Gesher agreed to the revised pro forma valuation range of $450 million to $600 million, reflecting an upwardly

 

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revised estimate of Freightos’ estimated 2022 GBV to between $500 and 700 million. The revised estimate took into consideration, among others factors and considerations, the benefit of additional due diligence information, a tighter range of multiples of between 0.65x and 0.85x of estimated 2022 GBV and the additional selected public company analyses discussed above, as well as, to a lesser extent, an updated DCF calculation based on revised inputs for Gesher management’s prior DCF models. Namely, because Gesher management’s DCF methodology accounted for, among other factors, growth and the rate of growth in the number of transactions and absolute value of GBV, the upwardly revised estimate of Freightos’ estimated 2022 GBV resulted in higher projected revenues and cash flow generation for Freightos. Accordingly, as Gesher’s diligence indicated that GBV was growing at a faster rate than previously estimated, Gesher management’s DCF model yielded a higher range of values. Later on December 31, 2021, Gesher and Freightos executed the LOI on substantially the terms outlined above, including a pro forma valuation range of $450 million to $600 million and 45-day exclusivity period binding on Freightos, followed by a 30-day period of mutual exclusivity if the parties were working in good faith to complete a business combination and agreed on a specific transaction value at the end of the initial 45-day exclusivity period.

On January 2, 2022, Freightos provided representatives of BCLP access to a virtual data room containing business and legal due diligence materials.

On January 5, 2022, Gesher engaged Erdinast, Ben Nathan, Toledano & Co. (“EBN”) as Gesher’s Israeli legal counsel and Hertz Leshem Ltd. as Gesher’s Israeli tax advisors (“HL Taxes”).

Over the course of the following weeks through the end of May 2022, BCLP, EBN and Gesher’s other foreign advisors conducted legal due diligence on Freightos’ business. During this time, Gesher continued to conduct financial due diligence regarding Freightos’ business, including Freightos’ overall addressable market, the commercial viability of Freightos’ business plan and assumptions underlying the Original Projections which were provided by Freightos to Gesher in May 2022. Additionally, during this time, Gesher’s management team continued to conduct extensive additional diligence calls and in person meetings in Israel and the United States with various members of the management team of Freightos, including Zvi Schreiber, Ran Shalev, Eytan Buchman, Ian Arroyo, Ruthie Amaru, and Michael Oberlander, and Michael Eisenberg, Glen Schwaber, Guillaume Halleux and Bob Mylod of the Freightos Board.

On January 12, 2022, representatives of Gesher, BCLP, Freightos, DLA Piper LLP (US), legal counsel to Freightos (“DLA”), and Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global Limited in Israel (“EY”), held a meeting via video conference to discuss Freightos’ and EY’s preliminary thoughts on structuring of a transaction between Gesher and Freightos and certain Israeli tax considerations. On this call, the management team of Freightos also informed Gesher of Freightos’ plan to redomicile from a Hong Kong entity to a Cayman Islands entity and subsequent “flip up” of certain selected subsidiaries of Freightos to be direct subsidiaries of the Cayman parent company. The parties also discussed Freightos’ and the post-closing company’s intended qualification as a “foreign private issuer” under U.S. federal securities laws.

On January 13, 2022, EY provided a presentation to Gesher on the redomicile contemplated by Freightos and two possible structures for a transaction with Gesher (one that resulted in Freightos as the ultimate parent company and another that resulted in Gesher as the ultimate parent company) and the anticipated tax treatment of each structure.

On January 14, 2022, Gesher engaged Bedell Cristin (“Bedell”) as its Cayman Islands legal counsel.

On January 18, 2022, representatives of BCLP, EBN, HL Taxes, Freightos, DLA and EY held a meeting via video conference to further discuss Israeli tax considerations and securities law considerations in connection with a potential transaction, including Freightos’ and the post-closing company’s intended qualification as a “foreign private issuer” under the U.S. federal securities laws.

On January 23, 2022, representatives of Gesher, BCLP, Freightos, DLA and EY held a meeting via video conference to discuss the transaction structuring slides provided by EY and the proposed redomicile of Freightos.

In February 2022, representatives of the Forward Purchaser joined Ezra Gardner and Omri Cherni of Gesher on a trip to Israel to gauge the Forward Purchaser’s interest in potential target companies identified by Gesher, which included Freightos, Company A and Company B.

 

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On February 16, 2022, the Gesher Board held a meeting via video conference that was attended by all members of the Gesher Board. At the meeting, members of management of Gesher updated the Board of Directors on the progression of discussions with Freightos and Gesher’s financial and legal due diligence review of Freightos’ business. Management reported on Freightos’ financial performance, competitive position in the market, new customers and the strength of the Freightos management team. Management of Gesher informed the Board of interest from the Forward Purchaser in making a binding commitment (i) to increase the size of the Forward Purchaser’s investment in a transaction involving Freightos from the Forward Purchaser’s initial non-binding forward purchase commitment of $15 million to $40 million, (ii) to provide a backstop commitment of up to $10 million to backstop redemptions by Gesher’s shareholders if certain minimum available cash conditions are not met, and (iii) not to redeem the 990,000 Gesher Ordinary Shares that the Forward Purchaser and its affiliates acquired in the Gesher IPO. The Board of Directors also discussed the status of discussions with other potential target companies, including Company A and Company B, in the context of continuing to pursue discussions and enter into a period of mutual exclusivity with Freightos. BCLP also provided the Board of Directors with an overview of its fiduciary duties, including the importance of identifying potential conflicts of interest.

Gesher ultimately determined that the business of Freightos was more attractive than the business of Company A or Company B because of Freightos’ strong and deep management team, strong and sustained historical growth and attractive continued growth prospects. Gesher was also of the view that the logistics and technology industry in which Freightos operates was growing and becoming more important to the business and investment communities due to supply chain issues, and Freightos’ technology and marketplace solutions positioned Freightos to be a market leader in addressing supply chain bottlenecks.

Both Company A and Company B had novel solutions to their respective industries but were in earlier stages of development and commercialization than Freightos. In particular, Gesher determined that Company A was still at an early stage and was not able to support the proposed valuation. Similarly, Company B’s newest technology was still in the testing phase and the reliability of the technology may not be proven in time to complete a business combination. Also, Gesher believed the proposed valuation of Company B may be difficult to sustain in the public equity markets given the increased headwinds impacting cryptocurrency pricing. Accordingly, Gesher did not execute any letters of intent or agree on proposed structures or valuations in connection with either Company A or Company B. Ultimately in mid-February, Gesher determined to focus on pursuing a business combination with Freightos and ended negotiations with Company A and Company B at the time when Gesher entered into an amendment to the LOI (as described below).

Other than Freightos, Company A and Company B, Gesher did not ultimately advance to discussions of a letter of intent, structure or valuation with respect to any other potential target companies for a variety of reasons, including, among others, Gesher’s assessment of each other potential target company’s: (i) business plan, management team, phase of commercialization of its business; (ii) industry growth trends; (iii) funding needs for its respective business and alternative options available to each such other potential target company, such as pursuing additional rounds of investment or a traditional initial public offering; and (iv) lack of chemistry with Gesher’s management team.

On February 22, 2022, Gesher and Freightos executed an amendment to the LOI to memorialize the parties’ intention to continue negotiating a potential business combination and agreement to enter into a 30-day period of mutual exclusivity as contemplated by the LOI. Following the execution of the amendment to the LOI, Gesher focused exclusively on pursuing the acquisition of Freightos as its initial business combination and began confirmatory due diligence efforts.

On March 23, 2022, Gesher and the Forward Purchaser entered into the Forward Purchase Agreement. See “The Business Combination Agreement and Ancillary Documents — Business Combination Agreement — Transaction Financing — Forward Purchase Agreements and Backstop Commitments” beginning on page 143 of this proxy statement/prospectus for additional information about the Forward Purchase Agreement.

On March 30, 2022, BCLP provided an initial draft of the Business Combination Agreement to Freightos and DLA.

 

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In April 2022, Freightos provided an initial draft of the investor presentation to Gesher. Over the next few weeks, Gesher, Freightos and their respective legal advisors and Oppenheimer held numerous working sessions and exchanged comments to revise and finalize an investor presentation to be shared with potential investors.

In April 2022, BCLP and DLA exchanged drafts of an amended and restated LOI, and on April 11, 2022, Gesher and Freightos entered into an amended and restated LOI reflecting: (i) the contemplated transaction structure in which Freightos would form a new merger subsidiary that would merge with and into Gesher, with Gesher surviving the merger as a wholly owned subsidiary of Freightos, (ii) the binding forward purchase and backstop commitment from the Forward Purchaser; (iii) an updated implied pro forma enterprise value for Freightos on a combined basis with Gesher of $460 million (reflecting a $450 million total pro forma enterprise value calculated on a per share basis including certain stock options that were vested or will vest on or prior to September 30, 2022, plus $10 million as an agreed estimate of the cash remaining in Freightos’ bank accounts at the expected time of signing of a definitive business combination agreement); (iv) a closing condition that Gesher have a minimum of at least $80 million of cash available at closing after giving effect to redemptions; (v) an extended period of mutual exclusivity through May 31, 2022 with an automatic 30-day extension if the parties are working in good faith toward negotiating a definitive agreement; (vi) a post-closing equity incentive plan; and (vii) an illustrative pro forma capitalization table and illustrative sources and uses table.

On April 14, 2022, Gesher and the Backstop Investor entered into the Backstop Agreement pursuant to which the Backstop Investor agreed to provide $10 million of committed capital to Gesher in the event that, as of immediately prior to the closing of an initial business combination, certain minimum available cash conditions are not met after taking into account redemptions by Gesher shareholders in connection with the Transactions and potential other investments by forward purchase, backstop and private investment/​public equity investors. In exchange for providing the backstop commitment, Gesher (or, at Gesher’s option, Freightos as the ultimate parent company in the business combination) will issue and sell to the Backstop Investor 1,000,000 ordinary shares at a purchase price of $10.00 per share, and 100,000 warrants.

On April 21, 2022, DLA provided a revised draft of the Business Combination Agreement to BCLP. The revised draft of the Business Combination Agreement addressed, among other things, various business and drafting points including changes to reflect the updated transaction structure and intended tax treatment, certain terms related to the Recapitalization, the parties’ withholding obligations with respect to Israeli taxes, representations and warranties, covenants and closing conditions.

Between April 29 and May 31, 2022, representatives of BCLP and DLA exchanged several drafts of the Business Combination Agreement, which reflected, among other things, changes (i) to the definitions of certain economic terms, (ii) to the minimum available cash condition, (iii) to the structure of the transaction for tax purposes, (iv) to contemplate that Freightos will undertake certain pre-closing restructuring steps, (v) to reflect the commitments and subscriptions agreed to by various investors, (vi) to calculate Freightos’ incentive award pool and equity plan pool, (vii) to reflect certain Israeli tax matters, and (viii) related to thresholds and qualifications for various representations, warranties and covenants.

Between April 29 and May 31, 2022, representatives of BCLP and DLA also exchanged drafts of the other transaction documents related to the business combination, including the disclosure schedules, form of lock up agreements, form of transaction support agreements, an amendment to the Warrant Agreement governing the Gesher Public Warrants, an amendment to the Registration Rights Agreement, dated October 12, 2021, by and among Gesher, Sponsor and EarlyBird and previously filed by Gesher with the SEC in connection with the Gesher IPO, form of Freightos registration rights agreement, forms of the first and second plans of merger and form of the 2022 LTIP. For a description of the aforementioned Ancillary Documents, see “The Business Combination Agreement and Ancillary Documents — Ancillary Documents” beginning on page 143 of this proxy statement/prospectus. During this time, representatives of BCLP and DLA also held various telephonic conferences to discuss, among other things, the overall process and timing for various work streams being undertaken in connection with the business combination, as well as certain open issues related to the business combination, the Business Combination Agreement and the other transaction agreements and ancillary documentation related to the business combination, and the proxy statement/prospectus.

 

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On April 22, 2022, Gesher engaged Houlihan Lokey to provide a fairness opinion to the Gesher Board in connection with the potential business combination with Freightos. Houlihan Lokey’s role was limited to providing a fairness opinion, and Houlihan Lokey was not retained to conduct any due diligence on Freightos on behalf of Gesher.

In May 2022, Gesher and Freightos conducted numerous management meetings with institutional investors regarding the attributes of the business combination and to gauge such investors’ interest in participating in a private placement. Additionally, Gesher and Freightos reached an agreement on the terms of a private placement with the PIPE Investor, pursuant to which the PIPE Investor subscribed for $10 million of Freightos Ordinary Shares at a purchase price of $10.00 per share, with such subscription to be consummated upon the substantially concurrent Closing.

During the period that Gesher and Freightos negotiated the terms of the Business Combination Agreement, Freightos’ total bookings and GBV growth and Gesher’s other ongoing diligence affirmed Gesher’s initial valuation in excess of $300 million. However, changes in market conditions for similar businesses deteriorated at the same time, as did the broader equity trading market for SPAC business combinations. During the pendency of the negotiations, in mid-May of 2022, due to these market conditions, Gesher proposed to Freightos a reduction in the enterprise value of Freightos. Following discussions, Gesher and Freightos agreed to a pre-money equity value of Freightos of $390 million as a final compromise based on a 0.6x multiple of a final 2022 GBV estimate of $650 million, taking into consideration, among others factors, lower public comparable multiples and a higher discount rate in Gesher’s internal DCF calculation due to increased public market equity risk premiums.

On May 28, 2022, Gesher sent to the Gesher Board the current draft of the Business Combination Agreement, current drafts of the ancillary documents and the current draft of the investor presentation for the Board’s review.

On May 30, 2022, BCLP sent to the Gesher Board the near-final Business Combination Agreement and near-final drafts of the ancillary documents for the Board’s review.

On May 31, 2022, the Gesher Board held a meeting via video conference to discuss the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement. The meeting was attended by all of the members of the Gesher Board. Representatives of Gesher’s management team, BCLP, Bedell, EBN and Houlihan Lokey were in attendance by invitation of the Board of Directors. At this meeting, members of Gesher’s management team provided an overview of the proposed business combination, the criteria utilized by Gesher to evaluate acquisition opportunities, the reasons for selection of Freightos as the target company, Freightos’ performance and the business and legal diligence performed by Gesher’s management team and advisors. The Gesher Board also reviewed the draft investor presentation, which included, among other things, an overview of the global freight market and market opportunity, including a review of comparable companies, an overview of Freightos’ business and technology, Freightos’ financial highlights and an investment summary. Bedell gave a presentation to the Gesher Board that included a review of the directors’ fiduciary duties and potential conflicts of interest under the laws of the Cayman Islands. BCLP then provided a review of the legal due diligence conducted and a summary of the key terms of the business combination, including the Business Combination Agreement. Houlihan Lokey then reviewed its financial analyses with respect to Freightos, based on the Original Projections, and the proposed transaction. Following such review, at the request of the Gesher Board, Houlihan Lokey rendered its opinion to the Gesher Board to the effect that, as of May 31, 2022, based upon and subject to the assumptions, limitations, qualifications and other matters set forth in its opinion, and after giving effect to the Freightos Ordinary Shares being issued in the First Merger, the Conversion Ratio provided for in the Recapitalization pursuant to the Business Combination Agreement was fair to Gesher from a financial point of view. Following discussion and consideration, and taking into account the advice provided by BCLP and the fairness opinion rendered by Houlihan Lokey, the Gesher Board concluded that the Business Combination Agreement and the mergers and the transactions contemplated thereby were fair to Gesher’s shareholders, advisable and in the best interests of Gesher and its shareholders and that it was advisable for Gesher to enter into the Business Combination Agreement and the Ancillary Documents and consummate the transactions contemplated thereby. The Gesher Board unanimously (i) approved, adopted and declared advisable the Business Combination Agreement, consummation of the transactions contemplated by the Business Combination Agreement and the ancillary agreement and the execution, delivery and performance

 

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thereof, (ii) recommended the approval of the Business Combination Agreement and the plans of merger by the shareholders of Gesher, and (iii) directed that the Business Combination Agreement and the plans of merger be submitted to the shareholders of Gesher for their approval.

Later on May 31, 2022, Gesher and Freightos executed the Business Combination Agreement and certain Ancillary Documents, and the PIPE Agreement was executed and delivered by the PIPE Investor. See “The Business Combination Agreement and Ancillary Documents — Business Combination Agreement” beginning on page 132 of this proxy statement/prospectus for a discussion of the terms of the Business Combination Agreement and the PIPE Agreement. See “The Business Combination Agreement and Ancillary Documents — Ancillary Documents” beginning on page 143 of this proxy statement/prospectus for additional information about the Ancillary Documents entered into or to be entered into in connection with the Business Combination.

Also on May 31, 2022, Gesher announced the execution of the Business Combination Agreement and the business combination and issued a joint press release with Freightos. On May 31, 2022 and June 6, 2022, Gesher filed current reports on Form 8-K, which included, among other things, a press release and investor presentation to be used on June 1, 2022 in a telephonic conference call available to the public, and the Business Combination Agreement.

The Gesher Board’s Reasons for the Approval of the Business Combination and the Recommendation of the Board of Directors

The Gesher Board, in evaluating the Business Combination with Freightos, consulted with Gesher’s management and its legal counsel. In reaching its resolution (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are fair to, advisable and in the best interests of Gesher and (ii) to recommend that Gesher’s shareholders approve the Business Combination Agreement and the Business Combination, the Gesher Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Gesher Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Gesher Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Gesher’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 84 of this proxy statement/prospectus.

The Gesher Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby. Before reaching its decision to approve the Business Combination, the Gesher Board reviewed the results of due diligence conducted by Gesher’s management and by Gesher’s legal counsel, which included, among other things:

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extensive meetings with Freightos’ management team;

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meetings with Freightos’ strategic partners regarding market prospects and concrete plans for collaboration with Freightos and to confirm their views on Freightos’ technology;