G Squared Ascend I Inc. (GSQD) Amends Transfix Deal
by Marlena Haddad on 2022-06-13 at 5:25pm

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.

 

 

Recent Posts
by Nicholas Alan Clayton on 2024-07-26 at 8:13am

At the SPAC of Dawn As a rough week in the market comes to a close, at least one de-SPAC has some cause to show off. Many fashion brands were among the hard hit in recent days and not simply for macro reasons. Luis Vuitton-owner LVMH (PA:MC) dropped this week after an earnings miss led...

by Kristi Marvin on 2024-07-25 at 10:05am

Shepherd Ave Capital Acquisition Corp. (Nasdaq: SPHAU) is the latest SPAC to file to IPO, making 24 new registration statements that have filed since June 1, 2024. So far, only two of those 24 have gone public, but it does indicate an active August.  In SPACLand at least, August is never slow. As for Shepherd...

by Nicholas Alan Clayton on 2024-07-25 at 8:05am

At the SPAC of Dawn SPACs have now priced 20 IPOs seven months into 2024 with an eye on beating 2023’s total of 31 IPOs. With a little more than 5 months left in the year, it’s expected that SPACs should at least match that number by only needing to price roughly two IPOs per...

by Nicholas Alan Clayton on 2024-07-25 at 6:14am

DT Cloud Star announced the pricing of its $60 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “DTSQU”, Thursday, July 25, 2024. The new SPAC aims to combine with an established business with long-term financial visibility, but has not limited itself to a particular industry or sector....

by Nicholas Alan Clayton on 2024-07-24 at 4:38pm

Launch Two (NASDAQ:LPBBU) has filed for a $200 million IPO that shows how the market has shifted for new issuance since its sister SPAC Launch One (NASDAQ:LPAAU) filed just over a month ago. Both SPACs are underwritten by Cantor Fitzgerald and seeking nominally the same raise at IPO, but Launch Two is overfunding its trust...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved