Gesher I Acquisition Corp.

PROPOSED BUSINESS COMBINATION: Freightos

ENTERPRISE VALUE: $436 million

ANTICIPATED SYMBOL: FROS

Gesher I Acquisition Corp. proposes to combine with Freightos.

Freightos.com is a digital international freight marketplace, connecting logistics providers and importers/exporters for instant pricing, booking, and shipment management with offices globally. Over ten thousand SMBs and enterprise organizations have sourced shipping services via Freightos.

WebCargo by Freightos is a global freight platform connecting carriers and forwarders. In particular, it is an air cargo ebooking platform, enabling simple and efficient freight pricing and booking between thousands of freight forwarders, including the top twenty global freight forwarders, and hundreds of airlines, ocean liners and trucking carriers.  Airlines on the platform represent over a third of global air cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales.

Freightos Data calculates the Freightos Baltic Index (FBX), the industry’s key daily benchmark of container shipping prices, the Freightos Air Index, which is currently in beta, as well as other data products that improve supply chain decision making, planning, and pricing transparency.

SUBSEQUENT EVENT – 4/19/22 – LINK

• Backstop Commitments
  • On April 19, 2022, Composite Analysis Group, Inc., an affiliate of Safer Logistics, LLC, agreed to provide Gesher with $10,000,000 of committed capital to backstop redemptions by shareholders of Gesher in connection with Gesher’s initial business combination if certain minimum cash conditions are not met.
    • The Company has agreed to issue and sell to Composite 1,000,000 ordinary shares at a purchase price of $10 per share and 100,000 warrants 
  • This is the second backstop for this deal, now totaling $20 million.

SUBSEQUENT EVENT – 3/28/22 – LINK

• Forward Purchase Agreement
  • On March 23, 2022, the Company and one of the forward purchase investors entered into an amended and restated forward purchase agreement (the “Amended Forward Purchase Agreement”).
  • Pursuant to the Amended Forward Purchase Agreement, the Company will issue and sell to the Lead Forward Purchaser an aggregate of 4,000,000 units of the Company, at a purchase price of $10.00 per Forward Purchase Unit, or $40,000,000 in the aggregate, in a private placement to close immediately prior to, or simultaneously with, the closing of an initial business combination.
  • Each Forward Purchase Unit consists of one ordinary share of the Company, par value $0.0001 per share, and one-half of one warrant of the Company, with each whole warrant exercisable to purchase one ordinary share of the Company at an exercise price of $11.50 per share.
  • Additionally, the Lead Forward Purchaser has agreed to provide up to $10,000,000 of committed capital (the “Backstop Commitment”) to the Company in the event that, as of immediately prior to the closing of a business combination agreement, certain minimum cash conditions are not met after taking into account redemptions by Company stockholders in connection with the business combination.
  • In exchange for providing the Backstop Commitment, the Lead Forward Purchaser will receive:
    • (a) an additional amount of ordinary shares in the Company equal to the amount of the Backstop Commitment drawn, divided by $10.00 (rounded up to the nearest whole number).
    • (b) 500,000 warrants of the Company.

TRANSACTION

• The business combination is projected to generate gross proceeds of at least $80 million (and up to $166 million depending on redemptions), which will be used to fund Freightos’ growth plan.
• The implied pro forma equity value of the combined company is expected to be at least approximately $500 million, with a pro forma enterprise value of approximately $435 million.
• Existing Freightos shareholders are expected to own up to 78% of the combined company after funding.
• Qatar Airways, the world’s largest air cargo carrier, has agreed to invest another $10 million in the combined company.
• M&G Investments (£370 billion of assets under management) made a $60 million commitment to the Company, consisting of 4 million units of Gesher at $10.00 a share, waiving redemption rights with respect to approximately one million shares, as well as providing an additional backstop commitment of up to $10 million. – LINK
• Composite Analysis Group, Inc., an affiliate of Safer Logistics, LLC, committed up to $10 million to backstop redemptions by shareholders of Gesher. – LINK

PIPE

• Concurrently with the execution of the Business Combination Agreement, Gesher, Freightos and Alshaffafia Trading W.L.L, entered into a PIPE Subscription Agreement pursuant to which the PIPE Investor committed to purchasing 1,000,000 Freightos Ordinary Shares at $10.00 per share for an aggregate purchase price of $10,000,000 immediately prior to the Closing.

LOCK-UP

• Company
  • The shares will be locked up for 3 years following the business combination:
    • At each nine-month anniversary of the Closing Date, 25% of the shares will be released
• Sponsor
  • The shares will be locked up for 2 years following the business combination:
    • At each six-month anniversary of the Closing Date, 25% of the shares will be released

NOTABLE CONDITIONS TO CLOSING

• The funds contained in Gesher’s trust account (after giving effect to the Gesher shareholder redemption), together with the aggregate amount of proceeds from any Subscriptions, equaling or exceeding $80,000,000

NOTABLE CONDITIONS TO TERMINATION

• By either Gesher or Freightos if the Closing has not occurred by February 28, 2023, as long as the terminating party’s breach did not cause or result in the failure of the Transaction to close by such date

ADVISORS

• Oppenheimer & Co. Inc. is serving as exclusive financial advisor to Freightos.
• DLA Piper LLP (US) is serving as legal advisor to Freightos.
• Bryan Cave Leighton Paisner is serving as legal advisor to Gesher.

MANAGEMENT & BOARD

Executive Officers

Ezra Gardner, 44
Chief Executive Officer and Director

Since 2012, Mr. Gardner has served as a Partner at Varana Capital, LLC, an investment firm he co-founded. As part of the Varana investment strategy of cooperative engagement, Mr. Gardner sits on or advises the boards of multiple public and private companies, working with each on strategic planning, operational dynamics, and balance sheet needs/restructuring. From 2009 to 2012, Mr. Gardner served as the Managing Partner and Portfolio Manager of Omnium Capital, LLC, a family office he co-founded in Tel Aviv, Israel. From 2005 to 2009, he was at UBS where he served as a Portfolio Manager and most recently Head of UBS’ US Equity Portfolio for the Fundamental Investment Group where he also sat on the US Trading Committee (Management Board for the US Equities Business). From 2001 to 2005, he served in senior analyst roles at MSD Capital (Michael Dell family fund management office) and Braahman Capital. From 1999 to 2001, he served as an analyst in the Investment Banking Group at JP Morgan. Mr. Gardner currently serves on the board of directors of Galileo Wheel and Neureality, both Israeli-based private businesses, and CCI, a Colorado-based private business. Mr. Gardner received a BA in Economics (with honors) and a BA in International Relations from Brown University.

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Omri Cherni, 37
Chief Operating Officer and Director

Mr. Cherni has significant experience in the Israeli venture and startup industry. Since 2016, Mr. Cherni has served as Chief Executive Officer of High House, a family office focusing on making real estate and technology investments. Since 2016, he has served as Chief Scientific Officer of Atlas Dynamics, an aerospace company that he founded that creates autonomous vessels, which has grown to become the biggest supplier of tactical UAVs in the EU. Since 2015, Mr. Cherni has served as Chief Executive Officer of LogiQa, a systematic and technology backed financial trading platform and fund manager that he founded which uses machine learning and artificial intelligence to outperform benchmarks in both fiat as well as crypto markets. From 2012 to 2014, he was at Jerusalem Venture Partners, one of Israel’s most successful venture capital firms, where he was an associate dealing with the firms’ deep tech and hardware-based investments. Mr. Cherni was a platoon commander in the Israeli Air Force Special forces and received an LLB and an MBA from the Hebrew University.

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Chris Coward, 45
Chief Financial Officer

Since March 2020, Mr. Coward has been a private investor. From March 2015 to March 2020, Mr. Coward held various roles with Point72 Latitude Investments, an investment platform comprising over 30 fundamental investors, data scientists, and quantitative researchers building technology-driven innovations in asset management. His positions at Point72 Latitude included Head of Singapore, where he built the firm’s equity, macro and data science capability, and Head of International Risk, where he oversaw the risk function for the Firm’s offices in Hong Kong, Japan, London, Singapore and Sydney. Mr. Coward was also a member of Point 72’s Risk Committee with responsibility for allocating approximately $60 billion in capital globally. From 1998 to 2014, Mr. Coward was a Portfolio Manager running quantamental global equity strategies at UBS and BlueCrest Capital. Mr. Coward received an MBA from Columbia University and BEc from Macquarie University (Sydney). He is a member of the Advisory Council of the National University of Singapore Centre for Asset Management Research and Investments and a Member of Rutgers Leading Disruptive Innovation Board. He has completed all levels of the CFA certification.

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Board of Directors

Philip Broenniman, 55
Director

Since 2012, Mr. Broenniman has been Managing Partner and Portfolio Manager for Varana Capital, LLC, which he co-founded with Mr. Gardner. At Verana Capital, Mr. Broenniman invests in, and consults with the Board of Directors of, certain public and private companies, working with each on strategic planning, financing, and/or balance sheet restructuring. Mr. Broenniman established and refined the opportunistic/deep value, multi-asset class investment paradigm that is the foundation of Varana Capital’s investment focus. Since May 2020, he has been the President and Chief Operating Officer of Ipsidy Inc. (OTCQB: IDTY), a public company that delivers a suite of secure, mobile, biometric identity solutions, available to any vertical, and has also served on the board of directors of such company since March 2020. From 2003 until 2008, he was Managing Partner of Cadence Investment Partners, LLC (“Cadence”), and from 2008 until 2011, he was a principal and Portfolio Manager with Visium Asset Management, LP, which acquired Cadence in 2008. Mr. Broenniman began his portfolio management career with the Bass family of Fort Worth, TX in 1993, investing in event strategies, assisting on derivative hedging and investment strategies, and developing his skills in derivative analytics, risk management, and portfolio construction. From August 2010 until February 2018, Mr. Broenniman was co-founder and a member of Cadence Distributors, LLC, an import/export company focused on the fragrance industry. From February 2012 to April 2017, Mr. Broenniman was a founding investor in, and served as an advisor to, Cacao Prieto, a bourbon and rum distillery, providing strategic guidance during the initial launch of the business. From July 2019 until March 2020 upon successful closing of its merger, Mr. Broenniman served as a member of the Board of Directors and Special Committee evaluating strategic options for CSS Industries, Inc. (Formerly NYSE: CSS). Mr. Broenniman received a BS from Duke University, an MBA from University of Virginia, and is a Chartered Financial Analyst.

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Eugene Dozortsev, 37
Director

Mr. Dozortsev has been a managing member of Newtyn Management, LLC, an investment firm, since he co-founded it in July 2011. Previously, he was a Senior Analyst at Tyndall Management from October 2003 to 2011. He previously served on the board of directors of Collective Growth Corporation, a Nasdaq-listed special purpose acquisition company like our company that consummated an initial business combination with Innoviz Technologies, an Israeli based Global Leader in LiDAR Sensors and Perception Software for Autonomous Driving, in April 2021. Mr. Dozortzsev received a B.S. in Finance from NYU Stern School of Business.

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Noah G. Levy, 43
Director

Mr. Levy has been a managing member and portfolio manager at Newtyn Management, LLC since he co-founded it in July 2011. Prior to that, Mr. Levy served as a senior member at Tyndall Management from 2002 to 2011 and as an analyst at Goldman Sachs, an investment bank and financial services company, from 2000 to 2002. Mr. Levy received a B.A. from Dartmouth College. Mr. Levy currently serves on the board of Merrimack Pharmaceuticals, Inc. a Nasdaq-listed biotechnology firm. Mr. Levy is also a member of the ACLU investment committee.

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