Item 8.01 Other Events.
On
Gesher and Freightos also prepared an investor presentation (the "Investor Presentation") in connection with the entry into the Business Combination Agreement, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. Furnished as Exhibit 99.3 is a transcript of the related videos embedded in the Investor Presentation.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements are based on various
assumptions, whether or not identified in this Current Report, and on the
current expectations of Freightos' and Gesher's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Freightos and Gesher. These
forward-looking statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other circumstances that could
give rise to the termination of the proposed business combination; the outcome
of any legal proceedings that may be instituted against Freightos or Gesher, the
combined company or others following the announcement of the proposed business
combination; the inability to complete the proposed business combination due to
the failure to obtain approval of the shareholders of Freightos or Gesher or to
satisfy other conditions to closing; changes to the proposed structure of the
proposed business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the proposed business combination; the ability to meet stock
exchange listing standards following the consummation of the proposed business
combination; the risk that the proposed business combination disrupts current
plans and operations of Freightos as a result of the announcement and
consummation of the proposed business combination; the ability to recognize the
anticipated benefits of the proposed business combination, which may be affected
by, among other things, competition and the ability of the combined company to
build and maintain relationships with carriers, freight forwarders and
importers/exporters and retain its management and key employees; costs related
to the proposed business combination; changes in applicable laws or regulations;
Freightos' estimates of expenses and underlying assumptions with respect to
shareholder redemptions and purchase price and other adjustments; any downturn
or volatility in economic conditions; the effects of COVID-19 or other pandemics
or epidemics; changes in the competitive environment affecting Freightos or its
users, including Freightos's inability to introduce new products or
technologies; risks to Freightos's ability to protect its intellectual property
and avoid infringement by others, or claims of infringement against Freightos;
the possibility that Freightos or Gesher may be adversely affected by other
economic, business and/or competitive factors; Freightos' estimates of its
financial performance; risks related to the fact that Freightos is incorporated
in the
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Report. Freightos and Gesher anticipate that subsequent events and developments will cause Freightos' and Gesher's assessments to change. However, while Freightos and Gesher may elect to update these forward-looking statements at some point in the future, Freightos and Gesher specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Freightos' and Gesher's assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Important Information About the Proposed Transaction and Where to Find It
The proposed business combination will be submitted to shareholders of Gesher
for their consideration. Freightos intends to file a registration statement on
Form F-4 (the "Registration Statement") with the
No Offer or Solicitation
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in Solicitation
Gesher, Freightos and certain of their respective directors, executive officers
and other members of management and employees may, under
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interested persons should read the Registration Statement and other relevant
materials to be filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Press Release, datedMay 31, 2022 . 99.2 Investor Presentation, datedMay 31, 2022 . 99.3 Transcript of Embedded Video Files in Investor Presentation, datedMay 31, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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