G Squared Ascend I Inc. (GSQD) Amends Transfix Deal
G Squared Ascend I Inc. (NYSE:GSQD) announced this afternoon that it has amended its business combination agreement and FPA in connection to its proposed merger with digital freight platform Transfix.
Under the amended business combination agreement, the parties have extended the outside date to November 3, 2022, increased the minimum cash closing condition from $150 million to $200 million, and permitted Transfix to enter into preliminary discussions to issue equity securities to third parties as consideration in an acquisition.
Pursuant to the FPA, G Squared Ascend I and the Sponsor have agreed to reduce the committed amount by the aggregate principal amount of up to $50 million under each note that is converted.
Furthermore, Transfix and G Squared Fund have agreed that it will issue and sell up to $50 million in principal amount of subordinated convertible promissory notes to G Squared Fund and its affiliates. The convertible promissory notes were issued and sold on the initial closing date of June 8, 2022 for a principal amount of $15 million. Following the note closing, Transfix will sell an aggregate of $10 million to G Squared Fund and its affiliates, and after the second note closing, the company will issue $12.5 million. Following the third note closing, Transfix will issue a final $12.5 million to G Squared Fund.
G Squared Ascend I is financing the deal with $345 million from its current trust alongside a $60 million forward purchase agreement (FPA) at $10 per share. The FPA is backed by G Squared’s sponsor, which has also agreed to backstop up to $50 million-worth of redemptions.
The SPAC initially announced the $1.054 billion deal with Transfix on September 21, 2021. New York City-based Transfix provides a B2B platform helping freight shippers and carriers more efficiently manage, price and track their loads.