S-4/A 1 tm2131315-10_s4a.htm AMENDMENT TO FORM S-4 tm2131315-10_s4a - block - 104.9224929s
As filed with the Securities and Exchange Commission on February 4, 2022
Registration No. 333-260990 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Transfix Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
4731
87-2562819
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
498 7th Avenue
New York, New York 10018
(646) 844-2200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Transfix Holdings, Inc.
498 7th Avenue
New York, New York 10018
(646) 844-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Justin G. Hamill
Rachel W. Sheridan
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, D.C. 20004
Tel: (202) 637-2200
Nicholas J. Smolansky
Transfix Holdings, Inc.
498 7th Avenue
New York, NY 10018
Tel: (646) 844-2200
Daniel J. Espinoza
Ilan Nissan
Pavel Shaitanoff
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
Tel: (212) 813-8800
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
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: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, 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. ☐
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-l(d) (Cross-Border Third-Party Tender Offer) ☐

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION, DATED
FEBRUARY 4, 2022
PROXY STATEMENT
FOR EXTRAORDINARY GENERAL MEETING OF
G SQUARED ASCEND I INC.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
143,954,374 SHARES OF COMMON STOCK
AND
16,200,000 WARRANTS
AND
16,200,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXCHANGE OF WARRANTS
OF
TRANSFIX HOLDINGS, INC.
(AFTER THE MERGERS DESCRIBED HEREIN)
The board of directors of G Squared Ascend I Inc., a Cayman Islands exempted company (“G Squared” or “SPAC”), has unanimously approved the Business Combination Agreement, dated as of September 20, 2021 (the “Business Combination Agreement”), by and among G Squared, Horizon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of G Squared (“Merger Sub”), Transfix, Inc., a Delaware corporation (“Transfix”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Transfix (“Transfix Holdings” or “Holdings”), a copy of which is attached to this proxy statement/prospectus as Annex A.
Pursuant to the Business Combination Agreement, the business combination will be effected in three steps. Subject to the approval and adoption of the Business Combination Agreement by the shareholders of SPAC, on the date of the consummation of the Business Combination (the “Closing Date”): (a) SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time at which the Domestication becomes effective, the “Domestication Effective Time”), (b) immediately following the Domestication, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger as a publicly traded entity (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as “Holdings” or “New Transfix,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”) and thereafter becoming the sole owner of Merger Sub; and (c) immediately following the Initial Merger, Merger Sub will merge with and into Transfix (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix (Transfix, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes referred to herein as the “Surviving Subsidiary Corporation”).
At the Domestication Effective Time, (a) each then issued and outstanding SPAC Class A ordinary share, par value $0.0001 per share (“SPAC Class A Ordinary Share”), will convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the SPAC (“SPAC Class A Common Stock”); (b) each then issued and outstanding SPAC Class B ordinary share, par value $0.0001 per share, will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; (c) each then issued and outstanding whole warrant exercisable for one SPAC Class A Ordinary Share that were sold as part of the units in SPAC’s initial public offering (each, a “SPAC Public Warrant”) will convert automatically, on a one-for-one basis, into one whole warrant exercisable for one share of SPAC Class A Common Stock (each resulting warrant, a “SPAC Public Delaware Warrant”); and (d) each then issued and outstanding whole warrant exercisable for one SPAC Class A Ordinary Share that were sold to SPAC’s sponsor in private placements, and including an aggregate of 1,000,000 SPAC Warrants, that were acquired by SPAC’s sponsor as consideration for a $1,500,000 working capital loan made by the sponsor to SPAC (each, a “SPAC Sponsor Warrant”), will convert automatically, on a one-for-one basis, into one whole warrant exercisable for one share of SPAC Class A Common Stock (each resulting warrant, a “SPAC Sponsor Delaware Warrant”).
At the Initial Merger Effective Time, pursuant to the Initial Merger: (a) each share of common stock of Holdings, par value $0.000001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value; (b) each then issued and outstanding share of SPAC Class A Common Stock, will be canceled and convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of New Transfix (“New Transfix Common Stock”); (c) each then issued, outstanding and unexercised SPAC Public Delaware Warrant will be assumed and converted automatically into one whole warrant exercisable for one share of New Transfix Common Stock (each resulting warrant, an “Assumed Public Warrant”); and (d) each then issued, outstanding and unexercised SPAC Sponsor Delaware Warrant will be assumed and converted automatically into one whole warrant exercisable for one share of New Transfix Common Stock (each resulting warrant, an “Assumed Sponsor Warrant” and together with the Assumed Public Warrants, the “Assumed Warrants”).
On the Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each then-outstanding share of Transfix Preferred Stock (as defined herein) that is issued and outstanding immediately prior to the Acquisition Merger Effective Time will convert automatically into a number of shares of common

stock, par value $0.001 per share, of Transfix at the then-effective conversion rate in accordance with Transfix’s eighth amended and restated certificate of incorporation (the “Conversion”).
At the Acquisition Merger Effective Time, pursuant to the Acquisition Merger: (a) each then issued and outstanding share of common stock of Transfix, par value $0.001 per share (“Transfix Common Stock”) (including shares of Transfix Common Stock resulting from the Conversion), will be canceled and converted into the right to receive: (i) a number of shares of New Transfix Common Stock equal to the Exchange Ratio (as defined herein) (collectively, the “Per Share Merger Consideration”); and (ii) a portion of the Earnout Shares (as defined below), subject to and in accordance with the Business Combination Agreement; (b) all shares of Transfix Common Stock and Transfix Preferred Stock held in the treasury of Transfix will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto; (c) each then issued and outstanding share of common stock of Merger Sub, par value $0.0001 per share, will be converted into and exchanged for one share of common stock, par value $0.001 per share, of the Surviving Subsidiary Corporation; (d) each then outstanding and unexercised Series D Warrant of Transfix (each, a “Transfix Warrant”) will be automatically assumed and converted into a warrant to purchase a number of shares of New Transfix Common Stock (each, an “Assumed Transfix Warrant”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such Transfix Warrant (assuming the shares of Transfix Preferred Stock subject to such Transfix Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share for the shares of Transfix Common Stock subject to such Transfix Warrant (assuming the shares of Transfix Preferred Stock subject to such Transfix Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) divided by (ii) the Exchange Ratio; (e) each then outstanding and unexercised option to purchase shares of Transfix Common Stock (each, a “Transfix Option”), whether or not vested, will be assumed and converted into an option to purchase a number of shares of New Transfix Common Stock (each, an “Exchanged Option”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such Transfix Option and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such Transfix Option divided by (ii) the Exchange Ratio (which Exchanged Option will remain subject to the same vesting terms as such Transfix Option); and (f) each then outstanding restricted stock unit award covering shares of Transfix Common Stock (“Transfix RSU Award”) will be assumed and converted into an award covering a number of shares of New Transfix Common Stock (each, an “Exchanged RSU Award”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such award and (y) the Exchange Ratio (which Exchanged RSU Award will remain subject to the same vesting and repurchase terms as such Transfix RSU Award).
During the six-year period following the Closing Date (the “Earnout Period”), Holdings may issue, as additional consideration, to specified eligible holders of securities of Transfix, as of immediately prior to the Acquisition Merger Effective Time, up to an aggregate of 7,500,000 additional shares of New Transfix Common Stock in the aggregate (the “Earnout Shares”). Such Earnout Shares will be issued in three equal tranches, upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the daily volume-weighted average sale price of one share of New Transfix Common Stock quoted on the New York Stock Exchange (the “NYSE”), or the exchange on which the shares of New Transfix Common Stock are then traded, for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period. All Earnout Shares not yet issued will be issued upon the occurrence of a “change of control” ​(as defined in the Business Combination Agreement) during the Earnout Period. Earnout Shares issuable with respect to Company Options and Company RSU Awards will be issued at or as soon as practicable following the Acquisition Merger in the form of restricted shares of New Transfix Common Stock, which will vest and the restrictions thereon will lapse based on the achievement of the same price targets. In no event shall the specified eligible holders of securities of Transfix, as of immediately prior to the Acquisition Merger Effective Time, be entitled to receive more than an aggregate of 7,500,000 Earnout Shares.
This proxy statement/prospectus covers 152,654,374 shares of New Transfix Common Stock (including SPAC Class A Common Stock and Transfix Common Stock that will convert into shares of New Transfix Common Stock in connection with the Initial Merger and the Acquisition Merger, respectively, and shares issuable upon exercise or vesting of the Assumed SPAC Warrants), and up to 16,200,000 Assumed SPAC Warrants. In addition, up to an aggregate of 7,500,000 shares of New Transfix Common Stock may be issued as additional merger consideration if certain share price thresholds are achieved within six years after the Closing Date. The number of shares of New Transfix Common Stock that this proxy statement/prospectus covers represents the maximum number of shares that may be issued to holders of shares of Transfix Common Stock, Transfix Warrants, Transfix Options and Transfix RSU Awards in connection with the Acquisition Merger (as more fully described in this proxy statement/prospectus), together with the shares issued or issuable to the existing holders of Class A Ordinary Shares, Class B Ordinary Shares, SPAC Warrants, and SPAC Units in connection with the Initial Merger.
The SPAC Units, Class A Ordinary Shares and SPAC Public Warrants are currently listed on the NYSE under the symbols “GSQD.U”, “GSQD” and “GSQD.W”, respectively. The parties anticipate that, following the Business Combination, the New Transfix Common Stock and Assumed Public Warrants will be listed on the NYSE under the symbols “TF” and “TF.W”, respectively, and the SPAC Units, Class A Ordinary Shares, and SPAC Public Warrants will cease trading on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended, upon the consummation of the Initial Merger.
This proxy statement/prospectus provides shareholders of G Squared with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of G Squared. We encourage you to read this entire document, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 23 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated           , 2022, and
is first being mailed to G Squared’s shareholders on or about           , 2022.

 
G SQUARED ASCEND I INC.
205 N. Michigan Avenue, Suite 3770
Chicago, Illinois 60601
Dear G Squared Ascend I Inc. Shareholders:
You are cordially invited to attend the extraordinary general meeting of G Squared Ascend I Inc., a Cayman Islands exempted company (“G Squared,” “SPAC,” “our,” or “us”), which will be held in person on   , 2022, at ,                 Eastern time, at the offices of Goodwin Procter LLP, located at 620 8th Avenue, New York, New York 10018, or such other date, time, and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”).
At the extraordinary general meeting, G Squared will ask its shareholders to consider and vote upon two separate proposals to approve and adopt the Business Combination Agreement, dated as of September 20, 2021 (the “Business Combination Agreement”), by and among G Squared, Horizon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of G Squared (“Merger Sub”), Transfix, Inc., a Delaware corporation (“Transfix”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Transfix (“Transfix Holdings” or “Holdings”), which provides for a business combination between G Squared and Transfix.
Pursuant to the Business Combination Agreement, the business combination will be effected in three steps. Subject to the approval and adoption of the Business Combination Agreement and the Business Combination by the shareholders of SPAC, on the date of the consummation of the Business Combination (the “Closing Date”): (a) SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time at which the Domestication becomes effective, the “Domestication Effective Time”), (b) immediately following the Domestication, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger as a publicly traded entity (such surviving entity, “New Transfix” or “Holdings,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”) and thereafter becoming the sole owner of Merger Sub; and (c) immediately following the Initial Merger, Merger Sub will merge with and into Transfix (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix (such surviving entity, “Transfix” or “Surviving Subsidiary Corporation”).
At the Domestication Effective Time, (a) each then issued and outstanding SPAC Class A ordinary share, par value $0.0001 per share (“SPAC Class A Ordinary Share”), will convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the SPAC (“SPAC Class A Common Stock”); (b) each then issued and outstanding SPAC Class B ordinary share, par value $0.0001 per share, will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; (c) each then issued and outstanding whole warrant exercisable for one SPAC Class A Ordinary Share that were sold as part of the units in SPAC’s initial public offering (each, a “SPAC Public Warrant”) will convert automatically, on a one-for-one basis, into one whole warrant exercisable for one share of SPAC Class A Common Stock (each resulting warrant, a “SPAC Public Delaware Warrant”); and (d) each then issued and outstanding whole warrant exercisable for one SPAC Class A Ordinary Share that were sold to SPAC’s sponsor in private placements, and including an aggregate of 1,000,000 SPAC Warrants, that were acquired by SPAC’s sponsor as consideration for a $1,500,000 working capital loan made by the sponsor to SPAC, (each, a “SPAC Sponsor Warrant”) will convert automatically, on a one-for-one basis, into one whole warrant exercisable for one share of SPAC Class A Common Stock (each resulting warrant, a “SPAC Sponsor Delaware Warrant”).
At the Initial Merger Effective Time, pursuant to the Initial Merger: (a) each share of common stock of Holdings, par value $0.000001 per share, issued and outstanding immediately prior to the Initial Merger
 
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Effective Time will be redeemed for par value; (b) each then issued and outstanding share of SPAC Class A Common Stock, will be canceled and convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of Holdings (“New Transfix Common Stock”); (c) each then issued, outstanding and unexercised SPAC Public Delaware Warrant will be assumed and converted automatically into one whole warrant exercisable for one share of New Transfix Common Stock (each resulting warrant, an “Assumed Public Warrant”); and (d) each then issued, outstanding and unexercised SPAC Sponsor Delaware Warrant will be assumed and converted automatically into one whole warrant exercisable for one share of New Transfix Common Stock (each resulting warrant, an “Assumed Sponsor Warrant” and together with the Assumed Public Warrants, the “Assumed Warrants”).
On the Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each then-outstanding share of Transfix Preferred Stock (as defined herein) that is issued and outstanding immediately prior to the Acquisition Merger Effective Time will convert automatically into a number of shares of common stock, par value $0.001 per share, of Transfix at the then-effective conversion rate in accordance with Transfix’s eighth amended and restated certificate of incorporation (the “Conversion”).
At the Acquisition Merger Effective Time, pursuant to the Acquisition Merger: (a) each then issued and outstanding share of common stock of Transfix, par value $0.001 per share (“Transfix Common Stock”) (including shares of Transfix Common Stock resulting from the Conversion), will be canceled and converted into the right to receive: (i) a number of shares of Holding Common Stock equal to the Exchange Ratio (collectively, the “Per Share Merger Consideration”); and (ii) a portion of the Earnout Shares (as defined below), subject to and in accordance with the Business Combination Agreement; (b) all shares of Transfix Common Stock and Transfix Preferred Stock held in the treasury of Transfix will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto; (c) each then issued and outstanding share of common stock of Merger Sub, par value $0.0001 per share, will be converted into and exchanged for one share of common stock, par value $0.001 per share, of the Surviving Subsidiary Corporation; (d) each then outstanding and unexercised Series D Warrant of Transfix (each, a “Transfix Warrant”) will be automatically assumed and converted into a warrant to purchase a number of shares of New Transfix Common Stock (each, an “Assumed Transfix Warrant”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such Transfix Warrant (assuming the shares of Transfix Preferred Stock subject to such Transfix Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share for the shares of Transfix Common Stock subject to such Transfix Warrant (assuming the shares of Transfix Preferred Stock subject to such Transfix Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) divided by (ii) the Exchange Ratio; (e) each then outstanding and unexercised option to purchase shares of Transfix Common Stock (each, a “Transfix Option”), whether or not vested, will be assumed and converted into an option to purchase a number of shares of New Transfix Common Stock (each, an “Exchanged Option”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such Transfix Option and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such Transfix Option divided by (ii) the Exchange Ratio (which Exchanged Option will remain subject to the same vesting terms as such Transfix Option); and (f) each then outstanding restricted stock unit award covering shares of Transfix Common Stock (“Transfix RSU Award”) will be assumed and converted into an award covering a number of shares of New Transfix Common Stock (“Exchanged RSU Award”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such award and (y) the Exchange Ratio (which Exchanged RSU Award will remain subject to the same vesting and repurchase terms as such Transfix RSU Award).
During the six-year period following the Closing Date (the “Earnout Period”), Holdings may issue, as additional consideration, to specified eligible holders of securities of Transfix, as of immediately prior to the Acquisition Merger Effective Time, up to an aggregate of 7,500,000 additional shares of New Transfix Common Stock in the aggregate (the “Earnout Shares”). Such Earnout Shares will be issued in three equal tranches, upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the daily volume-weighted average sale price of one share of New Transfix Common Stock quoted on the New York Stock Exchange (the “NYSE”), or the exchange on which the shares of New Transfix Common Stock are then traded, for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period. All Earnout Shares not yet
 
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issued will be issued upon the occurrence of a “change of control” ​(as defined in the Business Combination Agreement) during the Earnout Period. Earnout Shares issuable with respect to Company Options and Company RSU Awards will be issued at or as soon as practicable following the Acquisition Merger in the form of restricted shares of New Transfix Common Stock, which will vest and the restrictions thereon will lapse based on the achievement of the same price targets. In no event shall the specified eligible holders of securities of Transfix, as of immediately prior to the Acquisition Merger Effective Time, be entitled to receive more than an aggregate of 7,500,000 Earnout Shares.
In addition to the Business Combination Proposals, SPAC’s shareholders will also be asked to consider and vote upon (a) a proposal to approve by special resolution the adoption of the proposed certificate of incorporation (the “Proposed SPAC Certificate of Incorporation”) and the proposed bylaws (the “Proposed SPAC Bylaws”) of SPAC in effect following the Domestication (the “SPAC Organizational Documents Proposal”), and the adoption of the proposed certificate of incorporation (the “Proposed Holdings Certificate of Incorporation”) and the proposed bylaws (the “Proposed Holdings Bylaws”) of Holdings following the Initial Merger (the “Holdings Organizational Documents Proposal” and together with the SPAC Organizational Documents Proposal, the “Organizational Documents Proposal”); (b) nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed SPAC Certificate of Incorporation, the Proposed SPAC Bylaws and the Proposed Holdings Certificate of Incorporation and the Proposed Holdings Bylaws (collectively, the “Advisory Organizational Documents Proposals”); (c) a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of The New York Stock Exchange, the issuance of (i) up to an aggregate of 91,499,174 shares of New Transfix Common Stock in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment (the “NYSE Proposal”); (d) a proposal to approve by ordinary resolution and adopt the Transfix Holdings, Inc. 2022 Incentive Award Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G (the “2022 Plan Proposal”); (e) a proposal to approve by ordinary resolution and adopt the Transfix Holdings, Inc. 2021 Employee Stock Purchase Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex H (the “ESPP Proposal”); and (f) a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, and the ESPP Proposal, the “Proposals”).
We may not consummate the Business Combination unless the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. The approval of each of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of each of the Initial Merger Proposal, the Domestication Proposal and the Organizational Documents Proposals requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the extraordinary general
 
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meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.
In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the consummation of the Business Combination, including: (a) the Stockholder Support Agreement, dated as of September 20, 2021, pursuant to which certain stockholders of Transfix have agreed to support the approval and adoption of the transactions contemplated by the Business Combination Agreement; (b) the Sponsor Support Agreement, dated as of September 20, 2021, pursuant to which G Squared Ascend Management I, LLC (the “Sponsor”) has agreed to (x) support the approval and adoption of the transactions contemplated by the Business Combination Agreement and (y) amend the Letter Agreement, dated as of February 4, 2021, among SPAC, its officers and directors, and the Sponsor, providing that, among other things, the parties thereto will subject a certain amount of Class B Ordinary Shares held by them to potential forfeiture; (c) the amended and restated registration rights agreement, substantially in the form attached to the Business Combination Agreement as Exhibit E; (d) the Forward Purchase Agreement, dated as of September 20, 2021, pursuant to which an existing investor of Transfix has agreed to purchase an aggregate of 1,000,000 G Squared Units, for a purchase price of $10.00 per unit (the “Investor Forward Purchase”); and (e) the Amended and Restated Forward Purchase Agreement, dated as of September 20, 2021, pursuant to which the Sponsor has agreed to purchase up to 10,000,000 of G Squared Units, at a purchase price of $10.00 per unit (the “SPAC Forward Purchase” and, together with the Investor Forward Purchase, the “Forward Purchase Commitment”).
Pursuant to the Existing Organizational Documents, a holder of Class A Ordinary Shares issued as part of the G Squared Units in the initial public offering (the “public shares,” and holders of such public shares, the “public shareholders”), other than the initial shareholders, may request that G Squared redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of G Squared Units must elect to separate the G Squared Units into the underlying Class A Ordinary Shares and SPAC Warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their G Squared Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the G Squared Units into the underlying public shares and warrants, or if a holder holds G Squared Units registered in its own name, the holder must contact Continental Stock Transfer and Trust Company (“Continental”), G Squared’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to G Squared in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Transfix will redeem the related shares of New Transfix Common Stock for a per-share price, payable in cash, equal to the pro-rata portion of the trust account established at the consummation of G Squared’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Transfix Common Stock following the redemption. The redemption will take place following the Initial Merger and, accordingly, it is shares of New Transfix Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your rights with respect to your public shares.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
 
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G Squared Ascend Management I, LLC, a Cayman Island limited liability company (the “Sponsor”) who has been a Transfix investor since 2019 and currently holds 761,607 shares of Transfix Preferred Stock, and G Squared’s officers and directors have agreed to (a) vote all of their Class A Ordinary Shares and Class B Ordinary Shares in favor of the Business Combination and (b) waive their redemption rights with respect to their Class B Ordinary Shares and any public shares they own in connection with the consummation of the Business Combination. Such Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price applicable to public shares that are redeemed. As of the date of the accompanying proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares in the aggregate.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if the closing conditions are not met. In addition, in no event will G Squared redeem public shares in an amount that would cause G Squared’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the Forward Purchase Commitment unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act.
G Squared is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by G Squared’s at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of G Squared’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 23 of the accompanying proxy statement/prospectus.
After careful consideration, the boards of directors of G Squared and Transfix have each unanimously approved the Business Combination Agreement and related transactions and the board of directors of G Squared has approved the other proposals described in the accompanying proxy statement/prospectus and determined that it is advisable to consummate the Business Combination. The board of directors of G Squared recommends that its shareholders vote “FOR” the approval of the Business Combination Agreement, “FOR” the issuance of New Transfix Common Stock to be issued in connection with the Mergers and Forward Purchase Commitment, and “FOR” the other Proposals described in the accompanying proxy statement/prospectus.
Your vote is very important, regardless of the number of Class A Ordinary Shares you own. To ensure your representation at the extraordinary general meeting, please complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the extraordinary general meeting.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. You can also attend the extraordinary general meeting virtually and vote online even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or online, you may withdraw your proxy and vote in person or online.
 
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More information about G Squared, Transfix, and the proposed transactions is included in the accompanying proxy statement/prospectus. G Squared urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO-RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO G SQUARED’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER. 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 DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED
TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Ward Davis
Chief Executive Officer
The accompanying proxy statement/prospectus is dated        , 2022 and is first being mailed to the shareholders of G Squared on or about that date.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
G SQUARED ASCEND I INC.
205 N. Michigan Avenue, Suite 3770
Chicago, Illinois 60601
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF G SQUARED ASCEND I INC.
 
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TO BE HELD ON                 , 2022
To the Shareholders of G Squared Ascend I Inc.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of G Squared Ascend Inc. I, a Cayman Islands exempted company (“G Squared,” “SPAC,” “we,” “our,” or “us”), will be held in person on          , 2022, at      , Eastern time, at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018, or such other date, time, and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”). At the extraordinary general meeting, G Squared shareholders will be asked to consider and vote upon the following proposals:
Proposal No. 1 — The Business Combination Proposals — To consider and vote upon two separate proposals to approve the Business Combination and approve and adopt the Business Combination Agreement, dated as of September 20, 2021 (the “Business Combination Agreement”), by and among SPAC, Horizon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SPAC (“Merger Sub”), Transfix, Inc., a Delaware corporation (“Transfix”), and Transfix Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Transfix (“Holdings” or “Transfix Holdings”), pursuant to which the business combination will be effected in three steps: (i) on the date of the Business Combination (the “Closing Date”), subject to approval by special resolution, SPAC will change its jurisdiction from the Cayman Islands to the State of Delaware (the “Domestication”); (ii) on the Closing Date and immediately following the Domestication, subject to approval by special resolution, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger as a publicly traded entity (such surviving entity, “New Transfix,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”) and becoming the sole owner of Merger Sub (the “Initial Merger Proposal”); and (iii) on the Closing Date and immediately following the Initial Merger Effective Time, subject to approval by ordinary resolution, Merger Sub will merge with and into Transfix (the “Acquisition Merger” and, together with the Domestication, the Initial Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix (the “Acquisition Merger Proposal” and, together with the Initial Merger Proposal, the “Business Combination Proposals”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of SPAC’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”).
Proposal No. 3 — The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution (a) the proposed certificate of incorporation (the “Proposed SPAC Certificate of Incorporation”) and the proposed bylaws (the “Proposed SPAC Bylaws”) of SPAC (the “SPAC Organizational Documents”) which, if approved, would take effect at the Domestication Effective Time, and (b) the proposed certificate of incorporation (the “Proposed Holdings Certificate of Incorporation”) and the proposed bylaws (the “Proposed Holdings Bylaws”) of Holdings (the “Proposed Holdings Organizational Documents”), which, if approved, would take effect at the Initial Merger Effective Time (such proposal, the “Organizational Documents Proposal”) (Proposal No. 3). Copies of the Proposed SPAC Certificate of Incorporation, Proposed SPAC Bylaws, Proposed Holdings Certificate of Incorporation and Proposed Holdings Bylaws are attached to the accompanying proxy statement/prospectus as Annex C, Annex D, Annex E and Annex F, respectively.
Proposal No. 4 — The Advisory Organizational Documents Proposals — To consider and vote upon nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed Holdings Organizational Documents, which are being presented separately in accordance with U.S. Securities and Exchange
 
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Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (collectively, the “Advisory Organizational Documents Proposals”) (Proposal No. 4).
Proposal No. 5 — The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of The New York Stock Exchange, the issuance of (i) up to an aggregate of 91,499,174 shares of Common Stock, par value $0.0001, of New Transfix (the “New Transfix Common Stock”) in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment (the “NYSE Proposal”) (Proposal No. 5).
Proposal No. 6 — The 2022 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Transfix Holdings, Inc. 2022 Incentive Award Plan (the “2022 Plan”) and material terms thereunder (the “2022 Plan Proposal”) (Proposal No. 6). A copy of the 2022 Plan is attached to the accompanying proxy statement/prospectus as Annex G.
Proposal No. 7 — The ESPP Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Transfix Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”) (Proposal No. 7). A copy of the ESPP is attached to the accompanying proxy statement/prospectus as Annex H.
Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, or the ESPP Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, and the ESPP Proposal, the “Proposals”) (Proposal No. 8).
Each of the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposals, and the NYSE Proposal, (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.
Only holders of record of Class A ordinary shares, par value $0.0001 per share, of G Squared (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share, of G Squared (the “Class B Ordinary Shares”) at the close of business on          , 2022 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments thereof.
G Squared is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination, and other related business to be considered by G Squared’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the extraordinary general meeting, all of G Squared’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 23 of the accompanying proxy statement/prospectus.
 
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Pursuant to the Existing Organizational Documents, a holder of Class A Ordinary Shares issued as part of the units sold in G Squared’s initial public offering (the “public shares,” and holders of such public shares, the “public shareholders”), other than the initial shareholders, may request that G Squared redeems all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(a)   hold public shares, or if you hold public shares through G Squared units sold in G Squared’s initial public offering (the “G Squared Units”), you elect to separate your G Squared Units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
(b)   submit a written request to Continental Stock Transfer & Trust Company, G Square’s transfer agent, in which you (i) request that New Transfix redeem all or a portion of your public shares for cash; (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and
(c)   deliver your public shares to Continental Stock Transfer & Trust Company, G Squared’s transfer agent, physically or electronically through The Depository Trust Company.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to           , Eastern time, on           , 2022 (two business days before the extraordinary general meeting) in order for their public shares to be redeemed.
Holders of G Squared Units must elect to separate the G Squared Units into the underlying Class A Ordinary Shares and warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their G Squared Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the G Squared Units into the underlying public shares and warrants, or if a holder holds G Squared Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, G Squared’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to G Squared in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Transfix will redeem the related shares of New Transfix Common Stock for a per-share price, payable in cash, equal to the pro-rata portion of the trust account established at the consummation of G Squared’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Transfix Common Stock following the redemption. The redemption will take place following the Initial Merger and, accordingly, it is shares of New Transfix Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your public shares.
The approval of each of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of each of the Domestication Proposal, Initial Merger Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the extraordinary general
 
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meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF CLASS A ORDINARY SHARES YOU OWN. To ensure your representation at the extraordinary general meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the meeting. If you hold your shares in “street name,” you should instruct your broker, bank, or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank, or other nominee.
After careful consideration, the board of directors of G Squared has unanimously approved the Business Combination Agreement and related transactions and the other Proposals described in the accompanying proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination. The board of directors of G Squared recommends that you vote “FOR” the Business Combination Proposals, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the 2022 Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Okapi Partners LLC at (212) 297-0720 (banks and brokers call collect at (844) 202-6026).
           , 2022
By Order of the Board of Directors
 
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ADDITIONAL
INFORMATION
This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Transfix Holdings, Inc. (“Holdings” or “Transfix Holdings”) (File No. 333-260990) (the “Registration Statement”), constitutes a prospectus of Transfix Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Transfix Common Stock to be issued if the Business Combination described below is consummated and warrants to purchase shares of New Transfix Common Stock upon consummation of the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of G Squared Ascend I Inc. (“G Squared” or “SPAC”) at which G Squared shareholders will be asked to consider and vote upon two separate proposals to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
This proxy statement/prospectus incorporates important business and financial information about G Squared that is not included in or delivered with the document.
You may request copies of this proxy statement/prospectus, without charge, by written or oral request to G Squared’s proxy solicitor at:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Telephone: (844) 202-6026
Bank and Brokers can call at (212) 297-0720
Email: info@okapipartners.com
To obtain timely delivery of requested materials, you must request the documents no later than five business days prior to the date of the extraordinary general meeting.
You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”
 
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SELECTED DEFINITIONS
Unless the context otherwise requires, references in this proxy statement/prospectus to:

“2014 Plan” are to the Transfix, Inc. 2014 Stock Plan, as such may have been amended, supplemented, or modified from time to time;

“2019 Plan” is to the Transfix, Inc. 2019 Stock Plan, as such may have been amended, supplemented, or modified from time to time;

“2022 Plan” are to the Transfix Holdings, Inc. 2022 Incentive Award Plan, a form of which is attached hereto as Annex G;

“Acquisition Closing” are to the closing of the Acquisition Merger;

“Acquisition Closing Date” are to the date of the closing of the Acquisition Merger;

“Acquisition Merger” are to the merger on the Closing Date of Merger Sub with and into Transfix, with Transfix surviving the merger as a wholly owned subsidiary of New Transfix;

“Acquisition Merger Effective Time” are to the date and time at which the Acquisition Merger becomes effective;

“Assumed SPAC Warrants” or “Assumed G Squared Warrants” are to the warrants to purchase shares of New Transfix Common Stock into which the SPAC Warrants will convert at the Initial Merger Effective Time;

“Business Combination” are to the Initial Merger, the Acquisition Merger, and all other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of September 20, 2021, by and among SPAC, Merger Sub, Holdings, and Transfix;

“Class A Ordinary Shares” are to, before the Domestication, SPAC’s Class A ordinary shares, par value $0.0001 per share;

“Class B Ordinary Shares” are to SPAC’s Class B ordinary shares, par value $0.0001 per share;

“Closing Date” are to the date on which the Domestication, the Initial Closing and the Acquisition Closing occur;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

“Conversion” are to the conversion of each share of Transfix Preferred Stock into a number of shares of Transfix Common Stock immediately prior to the Acquisition Merger Effective Time at the then-effective conversion rate as calculated pursuant to the Transfix Charter (see “The Business Combination — Conversion of Securities” for a further description of the Conversion);

“DGCL” are to the Delaware General Corporation Law;

“Domestication” are to SPAC’s deregistering as a Cayman Islands exempted company and its reincorporation to the State of Delaware;

“Drop” refers to the service arranged by the Company for customers which allows carriers to “drop” their empty or loaded trailer at the customers directed to be thereafter picked up when loaded or emptied, as applicable.

“Earnout Awards” are to the awards of restricted Earnout Shares granted under the 2022 Plan that are subject to the Earnout Triggering Events and other vesting conditions pursuant to the Business Combination Agreement and under the 2022 Plan;

“Earnout Period” are to the six-year period immediately following the Closing Date;

“Earnout Shares” are to the up to 7,500,000 additional shares of (a) New Transfix Common Stock that New Transfix may issue to all other Eligible Transfix Equityholders during the Earnout Period, or (b) restricted New Transfix Common Stock that are issuable with respect to Transfix Options and Transfix RSU Awards, as the case may be;
 
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“Earnout Triggering Event I” are to the date on which the daily volume-weighted average sale price of one share of New Transfix Common Stock quoted on the NYSE (or the exchange on which the shares of New Transfix Common Stock are then listed) is greater than or equal to $12.50 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period;

“Earnout Triggering Event II” are to the date on which the daily volume-weighted average sale price of one share of New Transfix Common Stock quoted on the NYSE (or the exchange on which the shares of New Transfix Common Stock are then listed) is greater than or equal to $15.00 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period;

“Earnout Triggering Event III” are to the date on which the daily volume-weighted average sale price of one share of New Transfix Common Stock quoted on the NYSE (or the exchange on which the shares of New Transfix Common Stock are then listed) is greater than or equal to $17.50 for any twenty trading days within any thirty consecutive trading day period within the Earnout Period;

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II, and Earnout Triggering Event III;

“Eligible Transfix Equityholder” are to a holder of (a) a share of Transfix Common Stock (after taking into account the Conversion) or (b) a Transfix Option or a Transfix RSU Award, in each case, immediately prior to the Acquisition Merger Effective Time;

“Exchange Ratio” are to the ratio (calculated in accordance with the Business Combination Agreement) obtained by dividing (a) 100,000,000 by (b) (i) the Transfix Outstanding Shares less (ii) all shares of Transfix Common Stock held in the treasury of Transfix immediately prior to the Acquisition Merger Effective Time and less (iii) a number of shares equal to the aggregate exercise price of the Transfix Options and Transfix Warrants included in the Transfix Outstanding Shares divided by the Per Share Merger Ratio. The estimated exchange ratio as of the date hereof is approximately 1.1727;

“Existing Organizational Documents” are to SPAC’s Amended and Restated Memorandum and Articles of Association, dated and effective as of February 4, 2021;

“extraordinary general meeting” are to the extraordinary general meeting of SPAC that is the subject of this proxy statement/prospectus and any adjournments thereof;

“Full Truckload” or “FTL” refers to shipments where the trailer is filled to capacity or the shipper pays for use of the entire trailer;

“GAAP” are to generally accepted accounting principles in the United States;

“G Squared Warrants” are to the public warrants, the private placement warrants and the working capital warrants of SPAC;

“Historical Rollover Stockholders” are to the holders of shares of New Transfix Common Stock that will be issued in exchange for all outstanding shares of Transfix Common Stock in the Business Combination;

“Holdings” are to Transfix Holdings, Inc., a Delaware corporation formed as a direct wholly owned subsidiary of Transfix;

“Holdings Common Stock” are to the shares of Holdings common stock, par value $0.000001 per share;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Initial Business Combination” are to SPAC’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities after the Initial Public Offering;

“Initial Closing” are to the closing of the Initial Merger;

“Initial Merger” are to the merger of SPAC with and into Holdings, with Holdings surviving the merger as a publicly traded entity;
 
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“Initial Merger Effective Time” are to the date and time at which the Initial Merger becomes effective;

“Initial Public Offering” or “IPO” are to SPAC’s initial public offering of SPAC Units, which closed on February 9, 2021;

“initial shareholders” are to the holders of the SPAC Founder Shares, which includes the Sponsor and SPAC’s independent directors;

“IRS” are to the U.S. Internal Revenue Service;

“large shipper” refers to shippers with estimated annual revenue of at least $1 billion;

“Managed Backhaul” refers to the utilization of our platform to fill a customer’s empty trailer following completion of a delivery by the customer’s dedicated motor carrier or private fleet;

“Management Earnout Awards” are to awards covering Management Reserve Shares granted to certain members of New Transfix’s management team pursuant to the 2022 Plan;

“Management Reserve Shares” are to the up to 1,669,800 additional shares of New Transfix Common Stock issuable to certain members of New Transfix’s management team pursuant to awards under the 2022 Plan;

“Merger Sub” are to Horizon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SPAC;

“Merger Sub Common Stock” are to shares of common stock, par value $0.0001 per share, of Merger Sub;

“Net Shipper Spend Retention” is calculated annually as total revenue generated by large shippers from the prior year over the total revenue generated by the same large shippers in the most recent year;

“New Transfix” are to Holdings after giving effect to the Initial Merger;

“New Transfix Board” are to the board of directors of New Transfix;

“New Transfix Common Stock” are to the shares of common stock, par value $0.0001 per share, of New Transfix;

“New Transfix Options” are to the options to purchase shares of New Transfix Common Stock into which the Transfix Options will convert at the Acquisition Merger Effective Time;

“New Transfix Preferred Stock” are to the shares of preferred stock, par value $0.0001 per share, of New Transfix;

“New Transfix RSU Award” are to the award to purchase shares of New Transfix Common Stock into which the Transfix RSU Award will convert at the Acquisition Merger Effective Time;

“New Transfix Warrants” are to the Assumed SPAC Warrants and the warrants to purchase shares of New Transfix Common Stock into which the Transfix Warrants will convert at the Acquisition Merger Effective Time;

“New Transfix Units” are to the units of New Transfix, each consisting of one share of New Transfix Common Stock and one-fifth of one New Transfix Warrant, into which the SPAC Units will convert at the Initial Merger Effective Time;

“NYSE” are to The New York Stock Exchange;

“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;

“Per Share Merger Ratio” means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00;

“private placement warrants” are to the warrants issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

“public shareholders” are to the holders of SPAC’s public shares;
 
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“public shares” are to the Class A Ordinary Shares sold as part of the SPAC Units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“public warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“Requisite Transfix Stockholder Approval” are to the affirmative vote or consent of (a) the holders of a majority of the outstanding shares of Transfix Stock, voting together as a single class on an as-converted basis, and (b) the holders of sixty percent (60%) of the outstanding shares of Transfix Preferred Stock, voting together as a single class on an as-converted basis;

“SPAC” or “G Squared” are to G Squared Ascend I Inc., a Cayman Islands exempted company;

“SPAC Board” or “G Squared Board” are to the board of directors of G Squared;

“SPAC Cayman Warrants” are to, prior to the Domestication, the public warrants and the private placement warrants of SPAC;

“SPAC Common Stock” and “SPAC Class A Common Stock” are to, after the Domestication, SPAC’s Common Stock, par value $0.0001 per share;

“SPAC Delaware Warrants” are to, after the Domestication, the New Transfix Warrants that the public warrants and private placement warrants will convert into upon the Domestication;

“SPAC Founder Earn Back Shares” or “G Squared Founder Earn Back Shares” are to the 3,339,600 SPAC Founder Shares held by the initial shareholders (including any shares of New Transfix Class B Common Stock issued in exchange therefor in the Initial Merger and any shares of New Transfix Common Stock into which such shares of New Transfix Class B Common Stock are converted into in connection with the Acquisition Merger) that are subject to potential forfeiture in accordance with the terms of the Letter Agreement Amendment (as defined below);

“SPAC Founder Shares” or “G Squared Founder Shares” are to the outstanding Class B Ordinary Shares;

“SPAC Preference Shares” are to SPAC’s preference shares, par value $0.0001 per share;

“SPAC Units” or “G Squared Units” are to SPAC’s units sold in the IPO, each of which consists of one Class A Ordinary Share and one-fifth of one public warrant;

“SPAC Warrants” are to, prior to the Domestication, SPAC Cayman Warrants, and, after the Domestication, the SPAC Delaware Warrants;

“Sponsor” are to G Squared Ascend Management I, LLC, a Cayman Islands limited liability company;

“Transfix” are to Transfix, Inc., a Delaware corporation;

“Transfix Board” are to the board of directors of Transfix;

“Transfix Charter” are to the Eighth Amended and Restated Certificate of Incorporation of Transfix, dated September 21, 2021, as the same may be amended, supplemented, or modified from time to time;

“Transfix Common Stock” are to the shares of Transfix’s common stock, par value $0.001 per share;

“Transfix Marketplace” refers to the Company’s business-to-business (B2B) marketplace which is enabled by industry expertise and artificial intelligence, and other proprietary technologies to predictively match shipper demand with carrier availability;

“Transfix Options” are to the outstanding awards of stock options to purchase shares of Transfix Common Stock, whether or not exercisable and whether or not vested, granted under the 2014 Plan and 2019 Plan or otherwise, and excluding, for the avoidance of doubt, any Transfix Warrants;

“Transfix Outstanding Shares” are to the total number of shares of Transfix Common Stock outstanding immediately prior to the Acquisition Merger Effective Time (other than shares of Transfix restricted stock), and including, for the avoidance of doubt, the number of shares of Transfix Common Stock issuable upon the Conversion;
 
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“Transfix Preferred Stock” are to Transfix Series A Preferred Stock, Transfix Series B Preferred Stock, Transfix Series C Preferred Stock, Transfix Series D Preferred Stock, Transfix Series E Preferred Stock and Transfix Series Seed Preferred Stock;

“Transfix RSU Awards” are to the outstanding restricted stock unit awards covering shares of Transfix Common Stock, whether or not vested, granted pursuant to the 2014 Plan and 2019 Plan or otherwise;

“Transfix Series A Preferred Stock” are to the shares of Transfix’s preferred stock, par value $0.001 per share, designated as Series A Preferred Stock in the Transfix Charter;

“Transfix Series B Preferred Stock” are to the shares of Transfix’s preferred stock, par value $0.001 per share, designated as Series B Preferred Stock in the Transfix Charter;

“Transfix Series C Preferred Stock” are to the shares of Transfix’s preferred stock, par value $0.001 per share, designated as Series C Preferred Stock in the Transfix Charter;

“Transfix Series D Preferred Stock” are to the shares of Transfix’s preferred stock, par value $0.001 per share, designated as Series D Preferred Stock in the Transfix Charter;

“Transfix Series D Warrants” are to the outstanding warrants of Transfix to purchase shares of Transfix Series D Preferred Stock;

“Transfix Series E Preferred Stock” are to the shares of Transfix’s preferred stock, par value $0.001 per share, designated as Series E Preferred Stock in the Transfix Charter;

“Transfix Series Seed Preferred Stock” are to the shares of Transfix’s preferred stock, par value $0.001 per share, designated as Series Seed Preferred Stock in the Transfix Charter;

“Transfix Stock” are to the Transfix Common Stock and the Transfix Preferred Stock;

“Transfix Warrants” are to the Transfix Series D Warrants;

“Trust Account” are to the trust account that holds the proceeds (including interest not previously released to SPAC for working capital purposes) from the IPO and a concurrent private placement of private placement warrants to the Sponsor; and

“Warrant Agreement” are to the Warrant Agreement, dated February 4, 2021, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent.
Unless otherwise specified, the voting and economic interests of SPAC shareholders set forth in this proxy statement/prospectus (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of SPAC or Transfix, (iii) none of SPAC’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Transfix Options, Transfix RSU Awards or Transfix Warrants and (b) do not take into account (i) Assumed Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares.
 
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SUMMARY TERM SHEET
This summary term sheet, together with the sections entitled “Questions and Answers About the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information included in this proxy statement/prospectus, but does not include all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the extraordinary general meeting.

SPAC is a blank check company incorporated on October 26, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. For more information about SPAC, see the section entitled “Information About SPAC” When you consider the SPAC Board’s recommendation of the Proposals (as defined below), you should keep in mind that SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of SPAC shareholders generally. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of the Sponsor and SPAC Directors and Officers in the Business Combination” for additional information. The SPAC Board was aware of and considered these interests, among other matters, in recommending that SPAC shareholders vote “FOR” each of the Proposals.

There are currently 34,500,000 Class A Ordinary Shares and 8,625,000 Class B Ordinary Shares issued and outstanding. In addition, there are currently 14,000,000 SPAC Warrants outstanding, consisting of 6,900,000 public warrants and 7,100,000 private placement warrants. Each whole SPAC Warrant entitles the holder to purchase one whole Class A Ordinary Share for $11.50 per share. The SPAC Warrants will not become exercisable until 30 days after the completion of an Initial Business Combination, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the public warrants become exercisable, SPAC may redeem the outstanding public warrants, in whole and not in part, for cash in accordance with, and subject to the terms of, the Warrant Agreement. The private placement warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. For more information about the terms of the warrants, see the subsection entitled “Description of Securities — Warrants — Public Warrants.”

Transfix is a next-generation digital freight platform that is on a path to transform the highly fragmented $1 trillion transportation and logistics sector. By utilizing data, machine learning, and automation, combined with strong operational execution, Transfix is able to dynamically match freight between shippers and carriers at scale, helping reduce the significant amount of inefficiency across the supply chain and providing better access, reliability and ease in moving freight. For more information about Transfix, see the sections entitled “Information About Transfix” and “Transfix’s Management Discussion and Analysis of Financial Condition and Results of Operations.”

On September 20, 2021, SPAC and SPAC’s wholly owned subsidiary, Merger Sub, entered into the Business Combination Agreement with Transfix and Transfix’s wholly owned subsidiary, Holdings. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) on the Closing Date, SPAC will change its jurisdiction from the Cayman Islands to the State of Delaware (the “Domestication”); (b) on the Closing Date and following the Domestication, SPAC will merge with and into Holdings, with Holdings surviving the Initial Merger as a publicly traded entity and becoming the sole owner of Merger Sub; and on (c) the Closing Date and immediately after the Initial Merger, Merger Sub will merge with and into Transfix, with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”
 
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In connection with the Domestication, SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands exempted company and (ii) continuing and domesticating as a Delaware corporation. The time at which the Domestication actually becomes effective is referred to as the “Domestication Effective Time.” At the Domestication Effective Time: (a) each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; (b) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; and (c) each then issued and outstanding SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant.

In connection with the Initial Merger, each then-outstanding share of Holdings Common Stock will be redeemed for par value, each then-outstanding share of SPAC Class A Common Stock will be canceled and converted, on a one-for-one basis into one share of New Transfix Common Stock, and each then-issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and converted automatically into a whole warrant exercisable for one share of New Transfix Common Stock (the “New Transfix Warrants”).

In connection with the Acquisition Merger, it is anticipated that 83,999,174 shares of New Transfix Common Stock will be issued to the Historical Rollover Stockholders in the Acquisition Merger in exchange for all outstanding shares of Transfix Common Stock (including shares of Transfix Preferred Stock converted in the Conversion). It is also anticipated that New Transfix will reserve for issuance up to 21,128,052 shares of New Transfix Common Stock in respect of New Transfix Options issued in exchange for outstanding pre-merger Transfix Options, in respect of New Transfix RSU Awards issued in exchange for outstanding pre-merger Transfix RSU Awards and in respect of New Transfix Warrants issued in exchange for outstanding pre-merger Transfix Warrants. Additionally, during the Earnout Period, New Transfix may issue up to an aggregate of 7,500,000 additional shares of New Transfix Common Stock to Eligible Transfix Equityholders, as the case may be, in three equal tranches upon the occurrence of an Earnout Triggering Event. Earnout Shares issuable with respect to Transfix Options and Transfix RSU Awards will be issued as soon as practicable following the Acquisition Closing in the form of restricted New Transfix Common Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

Unless lawfully waived by the parties to the Business Combination Agreement, the Acquisition Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite SPAC shareholder approval of the Business Combination Agreement, the Business Combination as contemplated by this proxy statement/prospectus, and certain other proposals at the extraordinary general meeting. For more information about the closing conditions to the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or for other reasons in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination — Termination.”

The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

It is anticipated that, upon completion of the Business Combination, the ownership of New Transfix will be as follows:

the Historical Rollover Stockholders will own 84,999,174 shares of New Transfix Common Stock, or approximately 64.7% of the outstanding New Transfix Common Stock;

the public shareholders will own 34,500,000 shares of New Transfix Common Stock, or approximately 26.2% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 11,955,200 shares of New Transfix Common Stock, or approximately 9.1% of the outstanding New Transfix Common Stock.
 
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The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of SPAC or Transfix, (iii) none of SPAC’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Transfix Options, Transfix RSU Awards or Transfix Warrants and (b) do not take into account (i) New Transfix Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or forfeiture of the SPAC Founder Earn Back Shares. As a result of the Business Combination, the economic and voting interests of SPAC’s shareholders will decrease.
If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 25,503,700 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii) — (iv) and (b) remain true, the ownership of New Transfix upon completion of the Business Combination will be as follows:

the Historical Rollover Stockholders will own 84,999,174 shares of New Transfix Common Stock, or approximately 76.6% of the outstanding New Transfix Common Stock;

the public shareholders will own 8,996,300 shares of New Transfix Common Stock, or approximately 8.1% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 16,955,200 shares of New Transfix Common Stock, or approximately 15.3% of the outstanding New Transfix Common Stock.
The ownership percentages with respect to New Transfix set forth above do not take into account SPAC Warrants that will remain outstanding immediately following the Business Combination, but do include the SPAC Founder Shares, which will convert into New Transfix Common Stock upon the Initial Merger. If the facts are different than these assumptions, the percentage ownership retained by SPAC’s existing shareholders in New Transfix following the Business Combination will be different. For example, if we assume that all outstanding 6,900,000 public warrants and 8,300,000 private placement warrants (including warrants issued pursuant to the Forward Purchase Commitment) were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Transfix would be as follows:

the Historical Rollover Stockholders will own 85,199,174 shares of New Transfix Common Stock, or approximately 60.2% of the outstanding New Transfix Common Stock;

the public shareholders will own 41,400,000 shares of New Transfix Common Stock, or approximately 29.2% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 15,055,200 shares of New Transfix Common Stock, or approximately 10.6% of the outstanding New Transfix Common Stock.
The SPAC Warrants will not become exercisable until 30 days after the completion of an Initial Business Combination, and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.
Additionally, if we (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of SPAC or Transfix, (iii) none of SPAC’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all 21,128,052 shares of New Transfix Common Stock that will be reserved in respect of New Transfix Options issued in exchange for outstanding pre-merger Transfix Options, in respect to New Transfix RSU Awards issued in exchange for outstanding pre-merger Transfix RSU Awards and in respect of New Transfix Warrants issued in exchange for outstanding pre-merger Transfix Warrants, and (v) the issuance of all Earnout Shares in the form of New Transfix Common Stock and (b) do not take into account New Transfix Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Transfix would be as follows:

the Historical Rollover Stockholders will own 113,627,225 shares of New Transfix Common Stock, or approximately 71.0% of the outstanding New Transfix Common Stock;
 
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the public shareholders will own 34,500,000 shares of New Transfix Common Stock, or approximately 21.5% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 11,955,200 shares of New Transfix Common Stock, or approximately 7.5% of the outstanding New Transfix Common Stock.
Please see the sections entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Transfix After the Acquisition Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The SPAC Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the SPAC Board’s decision-making process, see the subsection entitled “The Business Combination — The G Squared Board’s Reasons for the Approval of the Business Combination.”

In addition to voting on the two separate proposals to approve the Initial Merger by special resolution (the “Initial Merger Proposal”) and to approve the Acquisition Merger and approve and adopt the Business Combination Agreement and the Business Combination by ordinary resolution (the “Acquisition Merger Proposal” and, together with the Initial Merger Proposal, the “Business Combination Proposals”) at the extraordinary general meeting, SPAC’s shareholders will also be asked to vote on the approval of:

the deregistering of SPAC as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”);

the proposed certificate of incorporation (the “Proposed SPAC Certificate of Incorporation”) and the proposed bylaws (the “Proposed SPAC Bylaws” and, together with the Proposed SPAC Certificate of Incorporation, the “Proposed SPAC Organizational Documents”) of SPAC, which if approved, would take effect at the Domestication Effective Time (the “SPAC Organizational Documents Proposal”);

the proposed certificate of incorporation (the “Proposed Holdings Certificate of Incorporation”) and the proposed bylaws (the “Proposed Holdings Bylaws” and, together with the Proposed SPAC Certificate of Incorporation, the “Proposed Holdings Organizational Documents”) of Holdings, which if approved, would take effect at the Initial Merger Effective Time (the “Holdings Organizational Documents Proposal” and together with the SPAC Organization Documents Proposal, the “Organization Documents Proposals”);

on a non-binding advisory basis, certain governance provisions in the Proposed Holdings Organizational Documents, which are being presented separately in accordance with the SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as nine separate proposals (collectively, the “Advisory Organizational Documents Proposals”);

for purposes of complying with applicable listing rules of the NYSE, the issuance pursuant to the Business Combination Agreement of up to (i) an aggregate of 91,499,174 shares of New Transfix Common Stock to the Historical Rollover Stockholders in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment (the “NYSE Proposal”);

the Transfix Holdings, Inc. 2022 Incentive Award Plan (the “2022 Plan”) and material terms thereunder (the “2022 Plan Proposal”);

the Transfix Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”); and

the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient
 
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votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal or the ESPP Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal and the ESPP Proposal, the “Proposals”).
For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposals,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Organizational Documents Proposal,” “Proposal No. 4 — The Advisory Organizational Documents Proposals,” “Proposal No. 5 — The NYSE Proposal,” “Proposal No. 6 — The 2022 Plan Proposal,” “Proposal No. 7 — The ESPP Proposal” and “Proposal No. 8 — The Adjournment Proposal.”
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the extraordinary general meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to G Squared shareholders. We urge G Squared shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.
Q:
Why am I receiving this proxy statement/prospectus?
A:
G Squared is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Ordinary Shares with respect to the matters to be considered at the extraordinary general meeting. G Squared shareholders are being asked to consider and vote upon, among other things, two separate proposals to: (a) approve and adopt the Business Combination Agreement, pursuant to which the Business Combination will be effected in three steps: (1) on the Closing Date, subject to approval by special resolution, G Squared will change its jurisdiction from the Cayman Islands to the State of Delaware (the “Domestication”); (2) on the Closing Date and immediately following the Domestication, SPAC will merge with and into Transfix Holdings, with Transfix Holdings surviving the Initial Merger as a publicly traded entity and becoming the sole owner of Merger Sub, and (3) on the Closing Date and immediately following the Initial Merger Effective Time, subject to approval by ordinary resolution, Merger Sub will merge with and into Transfix, with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix; (b) approve the Domestication, the Initial Merger, the Acquisition Merger, and the other transactions contemplated by the Business Combination Agreement; and (c) approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of (i) up to an aggregate of 91,499,174 shares of New Transfix Common Stock in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment.
The Business Combination cannot be completed unless G Squared shareholders approve the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) at the extraordinary general meeting.
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes include important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
The approval of each of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy) of the holders of at least a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. The Initial Merger Proposal, the Domestication Proposal and the Organizational Documents Proposal require a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class.
At the Domestication Effective Time, pursuant to the Domestication: (a) each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; (b) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; and (c) each then issued, outstanding and unexercised SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant.
 
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At the Initial Merger Effective Time, pursuant to the Initial Merger: (a) each then issued and outstanding share of Holdings Common Stock shall be redeemed for par value; (b) each then-outstanding share of SPAC Class A Common Stock will be automatically canceled and converted, on a one-for-one basis into one share of New Transfix Common Stock; and (c) each then issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and converted automatically into a New Transfix Warrant pursuant to the Warrant Agreement.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.
Q:
What is being voted on at the extraordinary general meeting?
A:
G Squared shareholders will vote on the following proposals at the extraordinary general meeting:

The Business Combination Proposals — To consider and vote upon two separate proposals to approve the Initial Merger by special resolution and to approve the Acquisition Merger and adopt the Business Combination Agreement and the transactions contemplated thereby by ordinary resolution (Proposal No. 1);

The Domestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of SPAC’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (Proposal No. 2)

The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution (i) the Proposed SPAC Certificate of Incorporation and the Proposed SPAC Bylaws, which, if approved, would take effect at the Domestication Effective Time, and (ii) the Proposed Holdings Certificate of Incorporation and the Proposed Holdings Bylaws, which, if approved, would take effect at the Initial Merger Effective Time (Proposal No. 3);

The Advisory Organizational Documents Proposals — To consider and vote upon nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed Holdings Organizational Documents, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (Proposal No. 4);

The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, the issuance of up to an aggregate of (i) up to an aggregate of 91,499,174 shares of New Transfix Common Stock in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment (Proposal No. 5);

The 2022 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the 2022 Plan and material terms thereunder (Proposal No. 6);

The ESPP Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the ESPP and material terms thereunder (Proposal No. 7); and

The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the other Proposals (Proposal No. 8).
Q:
Are the Proposals conditioned on one another?
A:
G Squared may not consummate the Business Combination unless the Condition Precedent Proposals
 
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are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals, the 2022 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.
Q:
What will happen in the Business Combination?
A:
On September 20, 2021, SPAC and Merger Sub entered into the Business Combination Agreement with Transfix and Holdings. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) on the Closing Date, SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”), (b) on the Closing Date and immediately following the Domestication, SPAC will merge with and into Holdings, with Holdings surviving the Initial Merger as a publicly traded entity and becoming the sole owner of Merger Sub, and (c) on the Closing Date and immediately after the Initial Merger, Merger Sub will merge with and into Transfix, with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix. In connection with the Domestication, each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock, each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock, and each then issued, outstanding and unexercised SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant. In connection with the Initial Merger, each then issued and outstanding share of Holdings Common Stock shall be redeemed for par value, each then-outstanding share of SPAC Class A Common Stock will be canceled and converted, on a one-for-one basis into one share of New Transfix Common Stock, and each then issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and converted automatically into one New Transfix Warrant. In connection with the Acquisition Merger, it is anticipated that 83,999,174 shares of New Transfix Common Stock will be issued to the Historical Rollover Stockholders in the Business Combination in exchange for all outstanding shares of Transfix Common Stock. Each then outstanding and unexercised Series D Warrant of Transfix (each, a “Transfix Warrant”) will be automatically assumed and converted into a warrant to purchase a number of shares of New Transfix Common Stock (each, an “Assumed Transfix Warrant”) equal to the product of (x) the number of shares of Transfix Common Stock subject to such Transfix Warrant (assuming the shares of Transfix Preferred Stock subject to such Transfix Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share for the shares of Transfix Common Stock subject to such Transfix Warrant (assuming the shares of Transfix Preferred Stock subject to such Transfix Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) divided by (ii) the Exchange Ratio. It is also anticipated that New Transfix will reserve for issuance up to 21,128,052 shares of New Transfix Common Stock in respect of New Transfix Options issued in exchange for outstanding pre-merger Transfix Options, in respect of New Transfix RSU Awards issued in exchange for outstanding pre-merger Transfix RSU Awards and in respect of New Transfix Warrants issued in exchange for outstanding pre-merger Transfix Warrants. Additionally, during the Earnout Period, New Transfix may issue up to an aggregate of 7,500,000 additional shares of New Transfix Common Stock to all other Eligible Transfix Equityholders, as applicable, in three equal tranches upon the occurrence of each Earnout Triggering Event. Earnout Shares issuable with respect to Transfix Options and Transfix RSU Awards will be issued in the form of restricted New Transfix Common Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”
Q:
Why is G Squared proposing the Business Combination?
A:
G Squared was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving G Squared and one or more businesses or entities. On February 9, 2021, SPAC completed the IPO of 34,500,000 SPAC Units, including 4,500,000 SPAC Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, with each SPAC Unit consisting of one Class A Ordinary Share and
 
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one-fifth of one warrant, where each whole warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share, generating gross proceeds to SPAC of $345,000,000. The underwriters were granted a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 4,500,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriter exercised the over-allotment option in full on February 9, 2021. Since the IPO, SPAC’s activity has been limited to the search for a prospective Initial Business Combination.
The SPAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by SPAC’s management and SPAC’s advisors. As a result, the SPAC Board concluded that a transaction with Transfix would present the most attractive opportunity to maximize value for SPAC’s shareholders. Please see the subsection entitled “The Business Combination — G Squared Board’s Reasons for the Approval of the Business Combination.”
Q:
How will New Transfix be managed and governed following the Business Combination?
A:
Immediately after the Acquisition Closing, the New Transfix Board will be divided into three separate classes, designated as follows:

the Class I directors will be      ,           and      and their terms will expire at the annual meeting of stockholders to be held in 2022;

the Class II directors will be      ,           and           and their terms will expire at the annual meeting of stockholders to be held in 2023; and

the Class III directors will be      ,           and      and their terms will expire at the annual meeting of stockholders to be held in 2024.
For additional information, please see the section entitled “Management Following the Business Combination.”
Q:
Will SPAC obtain new financing in connection with the Business Combination?
A:
The Sponsor and one existing investor of Transfix have committed, contingent upon the consummation of the Business Combination, to purchase from SPAC, immediately prior to the Initial Merger, up to 11,000,000 G Squared Units, for an aggregate purchase price of up to $110,000,000.
Q:
What equity stake will G Squared’s current shareholders and the holders of the G Squared Founder Shares hold in New Transfix following the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, the ownership of New Transfix will be as follows:

the Historical Rollover Stockholders will own 84,999,174 shares of New Transfix Common Stock, or approximately 64.7% of the outstanding New Transfix Common Stock;

the public shareholders will own 34,500,000 shares of New Transfix Common Stock, or approximately 26.2% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 11,955,200 shares of New Transfix Common Stock, or approximately 9.1% of the outstanding New Transfix Common Stock.
The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of G Squared or Transfix and no repurchases of Transfix restricted stock, (iii) none of G Squared’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Transfix Options, Transfix RSU Awards or Transfix Warrants and (b) do not take into account (i) New Transfix Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or forfeiture of the G Squared Founder Earn Back Shares. As a result of the Business Combination, the economic and voting interests of G Squared’s shareholders will decrease.
 
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If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 25,503,700 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii) – (iv) and (b) remain true, the ownership of New Transfix upon the Business Combination will be as follows:

the Historical Rollover Stockholders will own 84,999,174 shares of New Transfix Common Stock, or approximately 76.6% of the outstanding New Transfix Common Stock; and

the public shareholders will own 8,996,300 shares of New Transfix Common Stock, or approximately 8.1% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 16,955,200 shares of New Transfix Common Stock, or approximately 15.3% of the outstanding New Transfix Common Stock.
The ownership percentages with respect to New Transfix set forth above do not take into account SPAC Warrants that will remain outstanding immediately following the Business Combination, but do include the G Squared Founder Shares, which will convert into New Transfix Common Stock upon the Acquisition Merger. If the facts are different than these assumptions, the percentage ownership retained by G Squared’s existing shareholders in New Transfix following the Business Combination will be different. For example, if we assume that all outstanding 6,900,000 public warrants and 8,300,000 private placement warrants (including warrants issued pursuant to the Forward Purchase Commitment) were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Transfix would be as follows:

the Historical Rollover Stockholders will own 85,199,174 shares of New Transfix Common Stock, or approximately 60.2% of the outstanding New Transfix Common Stock;

the public shareholders will own 41,400,000 shares of New Transfix Common Stock, or approximately 29.2% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 15,055,200 shares of New Transfix Common Stock, or approximately 10.6% of the outstanding New Transfix Common Stock.
The SPAC Warrants will not become exercisable until 30 days after the completion of an Initial Business Combination, and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.
Additionally, if we (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of G Squared or Transfix, (iii) none of G Squared’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all 21,128,052 shares of New Transfix Common Stock that will be reserved in respect of New Transfix Options issued in exchange for outstanding pre-merger Transfix Options, New Transfix RSU Awards issued in exchange for outstanding pre-merger Transfix RSU Awards and New Transfix Warrants issued in exchange for outstanding pre-merger Transfix Warrants, and (v) the issuance of all Earnout Shares in the form of New Transfix Common Stock and (b) do not take into account other New Transfix Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Transfix would be as follows:

the Historical Rollover Stockholders will own 113,627,225 shares of New Transfix Common Stock, or approximately 71.0% of the outstanding New Transfix Common Stock;

the public shareholders will own 34,500,000 shares of New Transfix Common Stock, or approximately 21.5% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 11,955,200 shares of New Transfix Common Stock, or approximately 7.5% of the outstanding New Transfix Common Stock.
Please see the subsection and section entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Transfix After the Acquisition Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
 
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Q:
How will the Initial Merger affect my Ordinary Shares and SPAC Warrants?
A:
At the Initial Merger Effective Time, pursuant to the Initial Merger: (a) each then-outstanding share of Holdings Common Stock shall be redeemed for par value; (b) each then-outstanding share of SPAC Class A Common Stock will be canceled and converted, on a one-for-one basis into one share of New Transfix Common Stock; and (c) each then-issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and converted automatically into a New Transfix Warrant.
Q:
What are the U.S. federal income tax consequences of the Domestication?
As discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects of the Domestication on U.S. Holders” the Domestication should qualify as a tax-deferred “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). The rules governing the U.S. federal income tax treatment of the Domestication are complex and will depend on a holder’s particular circumstances. Section 367(b) of the Code, which applies to the domestication of a foreign corporation in an F Reorganization and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free, may apply with respect to U.S. Holders (as defined below) on the date of the Domestication.
Further, the Domestication could be a taxable event for U.S. Holders under the “passive foreign investment company” ​(or “PFIC”) provisions of the Code. Because SPAC’s “start-up year” and its year of formation are both 2021, and the Domestication (which will close SPAC’s taxable year for U.S. federal income tax purposes) is expected to be completed in 2021, SPAC believes it may qualify for the start-up exception and, therefore, may not be treated as a PFIC.
All holders of our public shares or public warrants are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Domestication and the tax consequences if the Domestication were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations.”
Q:
What are the U.S. federal income tax consequences of the Initial Merger?
A:
As discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects of the Initial Merger on U.S. Holders,” the Initial Merger should qualify as an F Reorganization. The rules governing the U.S. federal income tax treatment of the Initial Merger are complex and will depend on a holder’s particular circumstances.
All holders of our public shares or public warrants are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Initial Merger and the tax consequences if the Initial Merger were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Initial Merger, see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations.”
Q:
Why is G Squared proposing the NYSE Proposal?
A:
G Squared is proposing the NYSE Proposal in order to comply with NYSE listing rules, which require shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Acquisition Merger, the Business Combination, New Transfix may issue (i) up to an aggregate of 91,499,174 shares of New Transfix Common Stock in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment. Because G Squared may issue 20% or more of its outstanding voting power and outstanding Ordinary Shares in connection with the Acquisition
 
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Merger, G Squared is required to obtain its shareholders’ approval of such issuances pursuant to NYSE listing rules. See the section entitled “Proposal No. 6 — The NYSE Proposal” for additional information.
Q:
Did the G Squared Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The G Squared Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. G Squared’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of G Squared’s advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, G Squared’s officers, directors, and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the G Squared Board in valuing Transfix and assuming the risk that the G Squared Board may not have properly valued the business.
Q:
What happens if I sell my Class A Ordinary Shares before the extraordinary general meeting?
A:
The record date for the extraordinary general meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Ordinary Shares after the record date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting. However, you will not be able to seek redemption of your Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the extraordinary general meeting or seek redemption of those shares.
Q:
How has the announcement of the Business Combination affected the trading price of the G Squared Units, Class A Ordinary Shares, and public warrants?
A:
The closing price of the G Squared Units, Class A Ordinary Shares, and public warrants on September 20, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.01, $9.83, and $0.96, respectively. On November 8, 2021, the G Squared Units, Class A Ordinary Shares, and public warrants closed at $10.14, $9.92 and $1.15 respectively.
Q:
Following the Business Combination, will G Squared’s securities continue to trade on a stock exchange?
A:
The parties anticipate that, following the Business Combination, the New Transfix Common Stock and New Transfix Warrants will be listed on the NYSE under the new symbols “TF” and “TF.W,” respectively, and the G Squared Units, Class A Ordinary Shares, and SPAC Warrants will cease trading on the NYSE and will be deregistered under the Exchange Act.
Q:
What vote is required to approve the Proposals presented at the extraordinary general meeting?
A:
The approval of each of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal is being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Initial Merger Proposal, the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals.
 
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Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.
Q:
May the Sponsor, G Squared’s directors, officers, advisors, or any of their respective affiliates purchase public shares in connection with the Business Combination?
A:
In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor, G Squared’s directors, officers, advisors, or any of their respective affiliates may privately negotiate transactions to purchase public shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of public shares the Sponsor and G Squared’s directors, officers, advisors, or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, the Sponsor and G Squared’s directors, officers, advisors, and their respective affiliates have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. None of the Sponsor, or G Squared’s directors, officers, advisors, or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or G Square’s directors, officers, advisors, or any of their respective affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. For more information, see the subsection entitled “The Business Combination — Potential Purchases of Public Shares.”
Q:
How many votes do I have at the extraordinary general meeting?
A:
G Squared’s shareholders are entitled to one vote at the extraordinary general meeting for each Class A Ordinary Share or Class B Ordinary Share held of record as of        , 2022, the record date for the extraordinary general meeting. As of the close of business on the record date, there were         outstanding Class A Ordinary Shares, which are held by G Squared’s public shareholders, and           outstanding Class B Ordinary Shares, which are held by G Squared’s initial shareholders.
Q:
What constitutes a quorum at the extraordinary general meeting?
A:
Holders of a majority in voting power of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding and entitled to vote at the extraordinary general meeting, present in person, online, or by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the extraordinary general meeting. As of the record date for the extraordinary general meeting,         Class A Ordinary Shares and Class B Ordinary Shares, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.
Q:
How will the Sponsor and G Squared’s directors and officers vote?
A:
The Sponsor and G Squared’s directors and officers have agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination and the other Proposals. Currently, they own approximately 20% of G Squared’s outstanding Class A Ordinary Shares and Class B Ordinary Shares, in the aggregate. Please see the subsection entitled “The Business Combination — Related Agreements — G Squared Founders Shares Letter.”
 
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Q:
What interests do the current officers and directors of G Squared have in the Business Combination?
A:
When you consider the SPAC Board’s recommendation of the Proposals, you should keep in mind that SPAC’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of the Sponsor and SPAC Directors and Officers in the Business Combination” for additional information. The SPAC Board was aware of and considered these interests, among other matters, in recommending that SPAC shareholders vote “FOR” each of the Proposals. These interests include, among other things:

the fact that the Sponsor holds 6,100,000 private placement warrants acquired at a purchase price of $9,150,000, or $1.50 per warrant, and an additional 1,000,000 private placement warrants that were acquired by the Sponsor as consideration for a $1,500,000 working capital loan made by the Sponsor to SPAC, which, if unrestricted and freely tradeable, would be valued at approximately $8,165,000, based on the most recent closing price of the public warrants of $1.15 per warrant on November 8, 2021;

the fact that the Sponsor and SPAC’s officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

the fact that the Sponsor paid an aggregate of $25,000, or approximately $0.003 per share, for 8,625,000 SPAC Founder Shares (as a result of a subsequent share sub-division being effected on February 4, 2021), 276,000 shares of which were subsequently transferred by the Sponsor to the SPAC’s independent directors and advisors, 1,669,800 shares of which the Sponsor has agreed to forfeit in connection with the Business Combination and the remaining 6,679,200 shares of which the Sponsor has agreed to certain transfer restrictions as described in this proxy statement/prospectus and that such remaining SPAC Founder Shares could have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,990,000, based on the most recent closing price of the Class A Ordinary Shares of $9.88 per share on December 16, 2021 (not taking into account the SPAC Founder Earn Back Shares);

the fact that Larry Aschebrook, Ward Davis and Tom Hoban are managers of the SPAC and of the Sponsor and each may be deemed to have or share beneficial ownership of the SPAC Founder Shares held directly by the Sponsor;

if the Trust Account is liquidated, including in the event SPAC is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to SPAC or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

the fact that SPAC’s independent directors and advisors own an aggregate of 276,000 SPAC Founder Shares that were transferred from the Sponsor at their original purchase price, or approximately $0.003 per share, which if unrestricted and freely tradeable would be valued at approximately $2,737,920, based on the most recent closing price of the Class A Ordinary Shares of $9.92 per share on November 8, 2021;

the fact that the Sponsor and SPAC’s officers, directors and advisors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $2.0 million as of November 10, 2021;
 
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the fact that the Sponsor has committed to purchase immediately prior to the Initial Merger, at a per-unit price of $10.00, 5,000,000 G Squared Units, and up to an additional 5,000,000 G Squared Units equal to the number of Class A Ordinary Shares redeemed prior to the closing pursuant the redemption rights of G Squared stockholders under the G Squared organizational documents; and

the fact that the Sponsor and SPAC’s officers, directors and advisors will lose their entire investment in SPAC if an Initial Business Combination is not completed within 24 months from the closing of the IPO (the “Combination Period”).
As a result of the lower price paid by our initial stockholders for their SPAC Founder Shares, the initial stockholders may generate a profit on those shares even at prices that would generate a significant loss for the public stockholders on their shares of public common stock. For more information regarding certain conflicts of interests of SPAC and its affiliates relating to the business combination and the other proposals to be presented at the special meeting, see “The Business Combination – Interests of the Sponsor and G Squared Directors and Officers in the Business Combination.”
Of the remaining 6,679,200 SPAC Founder Shares held by the Sponsor, 50% of the shares, or 3,339,600 shares, will be subject to a one-year lockup. Based on the most recent closing price of the Class A Ordinary Shares of $9.88 per share on December 16, 2021, these shares would be worth approximately $32,995,000. If the price per share of New Transfix Common Stock equals or exceeds $12.50 for at least 20 trading days out of any 30 consecutive trading days after the Closing Date, one-sixth of the SPAC Founder Shares, or 1,113,200 shares, will be released from such lockup, for a total of 4,452,800 shares. Based on a share price of $12.50, these shares would be worth approximately $55,660,000.
If the price per share of New Transfix Common Stock equals or exceeds $15.00 for at least 20 trading days out of any 30 consecutive trading days after the Closing Date, an additional one-sixth of the SPAC Founder Shares, or an additional 1,113,200 shares, will be released from such lockup, for a total of 5,566,000 shares. Based on a share price of $15.00, these shares would be worth approximately $83,490,000.
If the price per share of New Transfix Common Stock equals or exceeds $17.50 for at least 20 trading days out of any 30 consecutive trading days after the Closing Date, an additional one-sixth of the SPAC Founder Shares, or an additional 1,113,200 shares, will be released from such lockup, for a total of 6,679,200 shares. Based on a share price of $17.50, these shares would be worth approximately $116,886,000.
Q:
What happens if I vote against the Business Combination Proposals?
A:
Under the Existing Organizational Documents, if the Business Combination Proposals are not approved and G Squared does not otherwise consummate an alternative Initial Business Combination within the Combination Period, G Squared will be required to dissolved and liquidate the Trust Account by returning the then remaining funds in such account to G Squared’s public shareholders.
Q:
Do I have redemption rights?
A:
Pursuant to the Existing Organizational Documents, a public shareholder may request that G Squared redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

hold public shares or, if you hold public shares through G Squared Units, you elect to separate your G Squared Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental Stock Transfer & Trust Company, G Squared’s transfer agent, in which you (i) request that New Transfix redeem all or a portion of your public shares for cash and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and

deliver your public shares to Continental Stock Transfer & Trust Company, G Squared’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
 
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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on           , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of G Squared Units must elect to separate the G Squared Units into the underlying Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their G Squared Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the G Squared Units into the underlying public shares and public warrants, or if a holder holds G Squared Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, G Squared’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to G Squared in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Transfix will redeem the related shares of New Transfix Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Transfix Common Stock following the redemption. The redemption will take place following the Initial Merger and, accordingly, it is shares of New Transfix Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your public shares.
If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, such exercise will not result in the loss of any SPAC Public Warrants that you may hold. The amount of Class A Ordinary Shares redeemed will have no impact on your ability to exercise your redemption rights. Assuming the maximum redemption scenario where 25,503,700 Class A Ordinary Shares are redeemed, the SPAC Public Warrants retained by such redeeming holders would have an aggregate market value of approximately $4,539,659 based upon the closing price of $0.89 per warrant as of January 11, 2022. Additional shares of New Transfix Common Stock may be issuable in the future, upon the exercise of the Assumed Warrants, after the consummation of Business Combination. The issuance of such shares could adversely impact the market price of New Transfix Common Stock. Furthermore, while the exercise of redemption rights by holders will not decrease the amount of Assumed Warrants, it will reduce the amount of cash in the trust account, which may heighten such impact. See “Risk Factors — Risks Related to the Business Combination, G Squared and New Transfix” for further discussion of the risks related to the Assumed Warrants retained by such redeeming holders.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposals or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must (a) if you hold your Class A Ordinary Shares through G Squared Units, elect to separate your G Squared Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (b) prior to 5:00 p.m., Eastern time, on           , 2022 (two business days before the extraordinary general meeting), tender your shares physically or electronically and submit a request in writing that G Squared redeem your public shares for cash to Continental Stock Transfer & Trust Company, G Squared’s transfer agent, at the following address:
 
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Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Notwithstanding the foregoing, a public shareholder, together with any of his, her, or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her, or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public shareholder or group will not be redeemed for cash. In order to determine whether a shareholder is acting in concert or as a group with any other shareholder, G Squared will require each public shareholder seeking to exercise redemption rights to certify to G Squared whether such shareholder is acting in concert or as a group with any other shareholder. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is G Squared’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, G Squared does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker, or other nominee to have the shares certificated or delivered electronically.
Holders of outstanding G Squared Units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold G Squared Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates or electronic delivery of the public shares back to you so that you may then exercise your redemption rights with respect to the public shares following the separation of such public shares from the G Squared Units.
If a broker, dealer, commercial bank, trust company, or other nominee holds your G Squared Units, you must instruct such nominee to separate your G Squared Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of G Squared Units to be split and the nominee holding such G Squared Units. Your nominee must also initiate electronically, using DTC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant G Squared Units and a deposit of the corresponding number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares following the separation of such public shares from the G Squared Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with G Squared’s consent, until the vote is taken with respect to the Business Combination. If you delivered your public shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting G Squared’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
The receipt of cash by a beneficial holder of New Transfix Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below) and could be a taxable event for U.S. federal income tax purposes in the case of a non-U.S. Holder (as defined below). Please see the discussion below under the caption “The Business
 
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Combination — Material U.S. Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” or “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects to Non-U.S. Holders of Exercising Redemption Rights,” as applicable, for additional information. All Holders considering the exercise of their redemption rights should consult with, and rely solely upon, their tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.
Because the Domestication and the Initial Merger will occur prior to the redemption of stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the Domestication and the Initial Merger, including the effects of Section 367(b) of the Code and the application of the PFIC rules to the Domestication. The tax considerations for U.S. Holders with respect to the Domestication and the Initial Merger are discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations —  Effects of the Domestication on U.S. Holders” and “The Business Combination — Material U.S. Federal Income Tax Considerations  — Effects of the Initial Merger on U.S. Holders” respectively.
All Holders of G Squared Public Securities considering exercising their redemption rights are urged to consult with, and rely solely upon, their tax advisors with respect to the potential tax consequences to them of the Initial Merger and the exercise of their redemption rights.
Q:
What happens if a substantial number of public shareholders vote in favor of the Business Combination and exercise their redemption rights?
A:
Public shareholders are not required to vote in respective of the Business Combination Proposals in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
If a shareholder does not redeem their Class A Ordinary Shares, but other public shareholders do elect to redeem, the non-redeeming shareholders would own shares with a lower book value per share. If no public shareholders exercise redemption rights with respect to their Class A Ordinary Shares, the pro forma book value per share as of September 30, 2021 would have been $2.33. If public shareholders exercise redemption rights with respect to 6,375,925 Class A Ordinary Shares, representing 25% of the maximum redemption scenario, the pro forma book value per share as of September 30, 2021 would have been $2.24. If public shareholders exercise redemption rights with respect to 12,751,850 Class A Ordinary Shares, representing 50% of the maximum redemption scenario, the pro forma book value per share as of September 30, 2021 would have been $1.84. If public shareholders exercise redemption rights with respect to 19,127,775 Class A Ordinary Shares, representing 75% of the maximum redemption scenario, the pro forma book value per share as of September 30, 2021 would have been $1.39. If public shareholders exercise redemption rights with respect to 100% Class A Ordinary Shares, representing the maximum redemption scenario, the pro forma book value per share as of September 30, 2021 would have been $0.88.
Q:
What are the possible sources and the extent of dilution that the public shareholders that elect not to redeem their shares will experience in connection with the Business Combination?
A:
After the completion of the Business Combination, public shareholders will own a significantly smaller percentage of New Transfix than they currently own of G Squared. Consequently, the public shareholders, as a group, will have reduced ownership and voting power in New Transfix compared to their ownership and voting power in G Squared. The following table illustrates the potential impact of redemptions on the ownership percentage of public shareholders in a range of redemption scenarios, with the maximum redemption scenario representing the maximum number of redemptions after which the Minimum Cash Condition is satisfied.
 
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Assuming
No Redemptions
Assuming 25%
of Maximum
Redemptions
Assuming 50%
of Maximum
Redemptions
Assuming 75%
of Maximum
Redemptions
Assuming
Maximum
Redemptions
Shares
%
Shares
%
Shares
%
Shares
%
Shares
%
Historical Rollover Stockholders
84,999,174 58.0% 84,999,174 58.1% 84,999,174 60.8% 84,999,174 63.7% 84,999,174 66.9%
Public Shareholders
34,500,000 23.5% 28,124,200 19.2% 21,748,400 15.5% 15,372,600 11.5% 8,996,300 7.1%
Initial Shareholders
11,955,200 8.2% 16,955,200 11.6% 16,955,200 12.1% 16,955,200 12.7% 16,955,200 13.3%
Public Warrants
6,900,000 4.7% 6,900,000 4.7% 6,900,000 4.9% 6,900,000 5.2% 6,900,000 5.4%
Private Warrants
7,100,000 4.8% 7,100,000 4.9% 7,100,000 5.1% 7,100,000 5.3% 7,100,000 5.6%
Forward Purchase Commitment Warrants
1,200,000 0.8% 2,200,000 1.5% 2,200,000 1.6% 2,200,000 1.6% 2,200,000 1.7%
Total
146,654,374 100.0% 146,278,574 100.0% 139,902,774 100.0% 133,526,974 100.0% 127,150,674 100.0%
Q:
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?
A:
No. The holders of SPAC Warrants have no redemption rights with respect to such warrants.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
No. There are no appraisal rights available to holders of Class A Ordinary Shares, Class B Ordinary Shares, or SPAC Warrants in connection with the Business Combination under Cayman Islands law or the DGCL.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
If the Business Combination Proposals are approved, G Squared intends to use a portion of the funds held in the Trust Account to pay (a) any transaction costs associated with the Business Combination Agreement and Business Combination, (b) taxes and deferred underwriting discounts and commissions from the IPO, and (c) for any redemptions of public shares. The remaining balance in the Trust Account, together with the Forward Purchase Commitment, will be used for general corporate purposes of New Transfix. See the section entitled “The Business Combination” for additional information.
Q:
What happens if the Business Combination is not consummated or is terminated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “The Business Combination — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the Existing Organizational Documents, if an Initial Business Combination is not consummated within the Combination Period, G Squared will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to G Squared to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of G Squared’s remaining shareholders and the G Squared Board, liquidate and dissolve, subject in each case of (b) and (c) above to G Squared’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
It is expected that the amount of any distribution G Squared’s public shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to G Squared’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of the G Squared Founder Shares have waived any right to any liquidating distributions with respect to those shares.
 
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In the event of liquidation, there will be no distribution with respect to the outstanding SPAC Warrants. Accordingly, the SPAC Warrants will expire worthless.
Q:
When is the Business Combination expected to be consummated?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting to be held on           ,2022 provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information included in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.
Q:
How do I vote?
A:
If you were a holder of record of Class A Ordinary Shares or Class B Ordinary Shares on         , 2022, the record date for the extraordinary general meeting, you may vote with respect to the Proposals online at the virtual extraordinary general meeting or by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the extraordinary general meeting and vote online, obtain a proxy from your broker, bank, or nominee.
Q:
What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?
A:
At the extraordinary general meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals.
Q:
What will happen if I sign and submit my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by G Squared without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the shareholders at the extraordinary general meeting
Q:
If I am not going to attend the virtual extraordinary general meeting online, should I submit my proxy card instead?
A:
Yes. Whether you plan to attend the extraordinary general meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. G Squared believes the Proposals presented to G Squared’s will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares
 
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without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have submitted my executed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to G Squared at the address listed below so that it is received by G Squared prior to the extraordinary general meeting or by attending the extraordinary general meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to G Squared, which must be received prior to the extraordinary general meeting.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/ prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form 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, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your shares.
Q:
Who can help answer my questions?
A:
If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact G Squared’s proxy solicitor at:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Telephone: (844) 202-6026
Bank and Brokers can call at (212) 297-0720
Email: info@okapipartners.com
To obtain timely delivery, G Squared’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.
You may also obtain additional information about G Squared from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to G Squared’s transfer agent at least two business days prior to the extraordinary general meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
The G Squared Board is soliciting your proxy to vote your Class A Ordinary Shares and Class B Ordinary Shares on all matters scheduled to come before the extraordinary general meeting. G Squared will pay the cost of soliciting proxies for the extraordinary general meeting. G Squared has engaged Okapi Partners LLC to assist in the solicitation of proxies for the extraordinary general meeting. G Squared has agreed to pay Okapi Partners LLC a fee of $22,500 plus disbursements. G Squared will reimburse Okapi Partners LLC for reasonable out-of-pocket expenses and will indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses.
 
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G Squared will also reimburse banks, brokers, and other custodians, nominees, and fiduciaries representing beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares and in obtaining voting instructions from those owners. G Squared’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not include all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the extraordinary general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”
The Parties to the Business Combination
G Squared Ascend I Inc.
G Squared Ascend I Inc. (“SPAC” or “G Squared”) is a Cayman Islands exempted company formed on October 26, 2020 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving G Squared and one or more businesses.
The Class A Ordinary Shares, public warrants, and G Squared Units, consisting of one Class A Ordinary Share and one-fifth of one public warrant, are traded on the NYSE under the ticker symbols “GSQD,” “GSQD.W,” and “GSQD.U,” respectively. The parties anticipate that, following the Business Combination, the New Transfix Common Stock and New Transfix Warrants will be listed on the NYSE under the symbols “TF” and “TF.W,” respectively, and the G Squared Units, Class A Ordinary Shares, and SPAC Warrants will cease trading on the NYSE and will be deregistered under the Exchange Act, upon the Initial Closing.
The mailing address of G Squared’s principal executive office is 205 N. Michigan Avenue, Suite 3770, Chicago, Illinois 60601, and the telephone number is (312) 552-7160.
For more information about G Squared, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of G Squared,” “Information About G Squared,” and the financial statements of G Squared included herein.
Transfix, Inc.
Transfix, Inc. is a next-generation digital freight platform that is on a path to transform the highly fragmented $1 trillion transportation and logistics sector. By utilizing data, machine learning, and automation, combined with strong operational execution, Transfix is able to dynamically match freight between shippers and carriers at scale, helping reduce the significant amount of inefficiency across the supply chain and providing better access, reliability and ease in moving freight. Founded in 2013 by Andrew McElroy and Jonathan Salama, Transfix is headquartered in New York City, and is rapidly expanding.
The mailing address of Transfix’s principal executive office is 498 7th Avenue, New York, NY 10018, and the telephone number is (646) 844-2200.
For more information about Transfix, see the sections entitled “Transfix’s Management Discussion and Analysis of Financial Condition and Results of Operations,” “Information About Transfix,” and the financial statements of Transfix included herein.
Horizon Merger Sub Inc.
Horizon Merger Sub Inc. is a wholly owned subsidiary of G Squared formed solely for the purpose of effectuating the Acquisition Merger. Merger Sub was incorporated under the laws of the State of Delaware on July 1, 2021. Merger Sub owns no material assets and does not operate any business.
The mailing address of Merger Sub’s principal executive office is c/o G Squared Ascend I Inc., 205 N. Michigan Avenue, Suite 3770, Chicago, Illinois 60601, and the telephone number is (312) 552-7160.
Transfix Holdings, Inc.
Transfix Holdings, Inc. is a wholly owned subsidiary of Transfix formed solely for the purpose of effectuating the Initial Merger and to serve as the publicly traded parent company of Transfix following the
 
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Acquisition Closing. Transfix Holdings was incorporated under the laws of the State of Delaware on September 9, 2021. Transfix Holdings owns no material assets and does not operate any business.
The mailing address of Transfix Holdings’ principal executive office is 498 7th Avenue, New York, NY 10018, and the telephone number is (646) 844-2200.
The Business Combination
On September 20, 2021, SPAC entered into the Business Combination Agreement with Merger Sub, Holdings and Transfix. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) on the Closing Date, SPAC will changes it jurisdiction from the Cayman Islands to the State of Delaware (the “Domestication”), (b) on the Closing Date and immediately following the Domestication, SPAC will merge with and into Holdings, with Holdings surviving the Initial Merger, as a publicly traded entity and becoming the sole owner of Merger Sub, and (c) on the Closing Date and immediately after the Initial Merger, Merger Sub will merge with and into Transfix, with Transfix surviving the Acquisition Merger as a wholly owned subsidiary of New Transfix.
The Domestication
On the Closing Date, SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands exempted company and (ii) continuing and domesticating as a Delaware corporation. The time at which the Domestication actually becomes effective is referred to as the “Domestication Effective Time.” At the Domestication Effective Time:

each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock;

each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common stock;

each then issued, outstanding and unexercised SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant.
The Initial Merger
At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of SPAC, Merger Sub, Transfix, Holdings or the holders of any of SPAC’s securities:

each then issued and outstanding share of Holdings Common Stock shall be redeemed for par value;

each then issued and outstanding share of SPAC Class A Common Stock will be canceled and converted automatically, on a one-for-one basis into one share of New Transfix Common Stock; and

each then issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and converted automatically into one New Transfix Warrant.
The Acquisition Merger
On the Closing Date and immediately prior to the Acquisition Merger Effective Time, each then issued and outstanding share of Transfix Preferred Stock will convert automatically into a number of shares of Transfix Common Stock at the then-effective conversion rate in accordance with the terms of the Transfix Charter.
At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of New Transfix, Merger Sub, Transfix or the holders of the following securities:

each then issued and outstanding share of Transfix Common Stock (including shares of Transfix Common Stock resulting from the Conversion) will be canceled and converted into (a) the right to receive the number of shares of New Transfix Common Stock equal to the Exchange Ratio, and (b) the contingent right to receive a portion of the Earnout Shares as additional consideration, subject to and in accordance with the Business Combination Agreement;
 
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all shares of Transfix Common Stock and Transfix Preferred Stock held in the treasury of Transfix will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

each then issued and outstanding share of Merger Sub Common Stock will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of Transfix as the surviving entity of the Acquisition Merger and wholly owned subsidiary of New Transfix;

each then-outstanding and unexercised Transfix Series D Warrant will automatically be assumed and converted into a warrant to purchase a number of shares of New Transfix Common Stock equal to the product of (1) the number of shares of Transfix Common Stock subject to the applicable Transfix Series D Warrant (assuming the shares of Transfix Series D Preferred Stock subject to such Transfix Series D Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) immediately prior to the Acquisition Merger Effective Time and (2) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share for the shares of Transfix Common Stock subject to the applicable Transfix Series D Warrant (assuming the shares of Transfix Series D Preferred Stock subject to such Transfix Series D Warrant convert into shares of Transfix Common Stock pursuant to the Conversion) divided by (y) the Exchange Ratio;

each then-outstanding and unexercised Transfix Option, whether or not vested, will be assumed and converted into an option to purchase a number of shares of New Transfix Common Stock equal to the product of (i) the number of shares of Transfix Common Stock subject to such Transfix Option immediately prior to the Acquisition Merger Effective Time, and (ii) the Exchange Ratio (such product rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Transfix Option immediately prior to the Acquisition Merger Effective Time, divided by (B) the Exchange Ratio (which option will remain subject to the same vesting terms as such Transfix Option); provided, however, that the exercise price and the number of shares of New Transfix Common Stock purchasable pursuant to the exchanged options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any exchanged option to which Section 422 of the Code applies, the exercise price and the number of shares of New Transfix Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; and

each then-outstanding Transfix RSU Award will be assumed and converted into an award covering a number of restricted shares of New Transfix Common Stock (rounded down to the nearest whole number) equal to the product of (x) the number of shares of Transfix Common Stock subject to such award and (y) the Exchange Ratio (which award will remain subject to the same vesting and repurchase terms as such Transfix RSU Award).
For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the section entitled “The Business Combination.”
Ownership Structure
The following diagrams depict Transfix and G Squared’s ownership structure before and after giving effect to the Business Combination and related transactions, assuming a maximum redemption by SPAC’s public shareholders of SPAC’s public shares. The ownership structure of Transfix and G Squared prior to the consummation of the Business Combination and related transactions is based on Transfix and G Squared’s ownership as of the date of this proxy statement/prospectus.
 
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Ownership Structure — Prior to the Business Combination
[MISSING IMAGE: tm2131315d7-fc_owneshi4c.jpg]
Ownership Structure — After the Business Combination
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Earnout
During the Earnout Period, New Transfix may issue up to an aggregate of 7,500,000 additional shares of New Transfix Common Stock to all other Eligible Transfix Equityholders, as the case may be, in three equal tranches upon the occurrence of each Earnout Triggering Event. All Earnout Shares not yet issued will be issued upon the occurrence of a “change of control” ​(as defined in the Business Combination Agreement) during the Earnout Period. Earnout Shares issuable with respect to Transfix Options and Transfix RSU Awards will be issued as soon as practicable following the Acquisition Closing in the form of restricted New Transfix Common Stock. Please see the subsection entitled “The Business Combination — Earnout” for additional information.
Conditions to the Acquisition Closing
The obligations of Transfix, SPAC, Merger Sub and Holdings to consummate the Business Combination are subject to the satisfaction or waiver by each of Transfix and SPAC (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:

the written consent of the requisite stockholders of Transfix (the “Written Consent Parties”) in favor of the approval and adoption of the Business Combination Agreement, the Business Combination and all other transactions contemplated by the Business Combination Agreement (the “Written Consent”) having been delivered to SPAC;
 
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the Condition Precedent Proposals having each been approved and adopted by the requisite affirmative vote of SPAC shareholders at the extraordinary general meeting in accordance with this proxy statement/prospectus, the DGCL, Cayman Islands law, SPAC’s Existing Organizational Documents and the rules and regulations of the NYSE;

no governmental authority having enacted, issued, or enforced any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibiting the consummation of the Business Combination and such transactions;

all required filings under the HSR Act having been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act having expired or been terminated;

the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part having been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened by the SEC;

the shares of New Transfix Common Stock to be issued pursuant to the Business Combination Agreement (including the Earnout Shares), and the Forward Purchase Commitment and the Assumed SPAC Warrants (and the New Transfix Common Stock issuable upon exercise thereof) having been approved for listing on the NYSE, or another national securities exchange mutually agreed to by the parties, as of the Closing Date, subject only to official notice of issuance thereof;

SPAC having at least $5,000,001 of net tangible assets after giving effect to the transactions contemplated by the Business Combination Agreement, and after giving effect to the Forward Purchase Commitment unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act; and

the Domestication and Initial Merger having been completed.
The obligations of SPAC and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver by SPAC (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

the accuracy of the representations and warranties of Transfix and Holdings as determined in accordance with the Business Combination Agreement;

Transfix and Holdings having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Acquisition Merger Effective Time;

Holdings shall have delivered to SPAC its duly executed counterpart signature page to the A&R Registration Rights Agreement;

since the date of the Business Combination Agreement no material adverse effect, as determined in accordance with the Business Combination Agreement, having occurred;

Transfix having delivered to SPAC a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; and

as of the Acquisition Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders and after giving effect to the Forward Purchase Commitment, SPAC having cash on hand equal to or in excess of $150,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Business Combination or Forward Purchase Commitment).
The obligations of Transfix and Holdings to consummate the Business Combination are subject to the satisfaction or waiver by Transfix (where permissible) at or prior to Acquisition Merger Effective Time of the following additional conditions:
 
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the accuracy of the representations and warranties of SPAC and Merger Sub as determined in accordance with the Business Combination Agreement;

each of SPAC and Merger Sub having performed or complied in all material respects with all other agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Acquisition Merger Effective Time;

SPAC having delivered to Transfix a customary officer’s certificate, dated as of the Closing Date, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; and

as of the Acquisition Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders and after giving effect to the Forward Purchase Commitment, SPAC having cash on hand equal to or in excess of $200,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Business Combination or the Forward Purchase Commitment) (the “Minimum Cash Condition”).
At any time prior to the Acquisition Merger Effective Time, (a) SPAC may (i) extend the time for the performance of any obligation or other act of Transfix or Holdings required under the Business Combination Agreement, (ii) waive any inaccuracy in the representations and warranties of Transfix or Holdings contained in the Business Combination Agreement or in any document delivered by Transfix and/or Holdings pursuant to the Business Combination Agreement and (iii) waive compliance with any agreement of Transfix or Holdings or any condition to SPAC’s own obligations contained in the Business Combination Agreement and (b) Transfix may (i) extend the time for the performance of any obligation or other act of SPAC or Merger Sub required under the Business Combination Agreement, (ii) waive any inaccuracy in the representations and warranties of SPAC or Merger Sub contained in the Business Combination Agreement or in any document delivered by SPAC and/or Merger Sub pursuant to the Business Combination Agreement and (iii) waive compliance with any agreement of SPAC or Merger Sub or any condition to Transfix’s own obligations contained in the Business Combination Agreement, in each case to the extent permitted by applicable law and, in the case of SPAC, the Existing Organizational Documents. Any such extension or waiver must be set forth in an instrument in writing signed by the party or parties to be bound thereby.
Regulatory Matters
Under the HSR Act and rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust
Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration or early termination of the waiting period following the parties’ submission of Notification and Report Forms with the Antitrust Division and the FTC. On October 12, 2021, the parties filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The waiting period expired on November 12, 2021 at 11:59 p.m. Eastern time.
At any time before or after consummation of the Business Combination, notwithstanding expiration or termination of the waiting period under the HSR Act, the Antitrust Division or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. SPAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other governmental authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, SPAC cannot assure you as to its result.
Neither SPAC nor Transfix is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than as required under the HSR Act. It is presently
 
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contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any such additional approvals or actions will be obtained.
Related Agreements
Stockholder Support Agreement
Transfix has delivered to G Squared a Stockholder Support Agreement (the “Support Agreement”), pursuant to which, among other things, the Written Consent Parties, whose ownership interests collectively represent the outstanding Transfix Common Stock and Transfix Preferred Stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Transfix, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the Written Consent within 48 hours of the Registration Statement becoming effective. The Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective Time, (b) the date of the valid termination of the Business Combination Agreement in accordance with its terms, and (c) the effective date of a written agreement of G Squared, Transfix, and the Written Consent Parties terminating the Support Agreement.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor and certain officers, directors and advisors of SPAC entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with SPAC and Holdings, pursuant to which, among other things, certain of SPAC’s officers and directors have agreed to (a) waive the anti-dilution rights set forth in SPAC’s organizational documents, (b) vote all of their Class A Ordinary Shares and Class B Ordinary Shares in favor of the Business Combination and (c) waive their redemption rights with respect to their Class B Ordinary Shares and any public shares they own in connection with the consummation of the Business Combination. In connection with the Business Combination, Sponsor agrees to forfeit and surrender, for no consideration, 20% of its SPAC Founder Shares, or 1,669,800 SPAC Founder Shares, prior to the Initial Merger (the “Sponsor Forfeiture”). The Sponsor and certain officers and directors of SPAC have agreed to amend the letter agreement, dated February 4, 2021 (the “Letter Agreement”), to, among other things, impose certain transfer restrictions with respect to the New Transfix Common Stock held by the Sponsor after giving effect to the Sponsor Forfeiture, which equals 6,679,200 SPAC Founder Shares (the “G Squared Founder Earn Back Shares”) as follows: (a) one-half of the G Squared Founder Earn Back Shares, or 3,339,600 shares, will be subject to a one year lock-up; (b) one-sixth of the G Squared Founder Earn Back Shares, or 1,113,200 shares, will be released from such lockup if New Transfix Common Stock equals or exceeds $12.50 for at least 20 trading days out of any 30 consecutive trading days commencing after Closing Date; (c) one-sixth of the G Squared Founder Earn Back Shares, or 1,113,200 shares, will be released from such lockup if New Transfix Common Stock equals or exceeds $15.00 for at least 20 Trading Days out of any 30 consecutive trading days commencing after Closing Date; and (d) one-sixth of the G Squared Founder Earn Back Shares, or 1,113,200 shares, will be released from such lockup if New Transfix Common Stock equals or exceeds $17.50 for at least 20 trading days out of any 30 consecutive trading days commencing after Closing Date. If earlier, each of the foregoing lock-up periods would terminate on the date after the Closing on which a Change of Control (as defined in the Sponsor Support Agreement) of the New Transfix occurs.
A&R Registration Rights Agreement
In connection with the Acquisition Closing, that certain Registration Rights Agreement, dated February 4, 2021, among G Squared and certain persons and entities holding securities of G Squared (the “IPO Registration Rights Agreement”), will be amended and restated, and New Transfix, the Sponsor, certain persons and entities holding securities of New Transfix prior to the Acquisition Closing (together with the Sponsor, the “Initial Holders”), and certain persons and entities receiving New Transfix Common Stock or instruments exercisable for New Transfix Common Stock in connection with the Business Combination (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”) will enter into an amended and restated registration rights agreement substantially in the form attached to the Business Combination Agreement as Exhibit E (the “A&R Registration Rights Agreement”). Pursuant to the A&R
 
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Registration Rights Agreement, New Transfix will agree that, within 30 days after the consummation of the Business Combination, New Transfix will use commercially reasonable efforts to file with the SEC (at New Transfix’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and New Transfix will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Initial Holders can demand up to three underwritten offerings and certain of the New Holders can demand up to two underwritten offerings, and all of the Registration Rights Holders can demand unlimited number of block trades (provided, however, that New Transfix is not required to effect more than two block trades in any 12‑month period) and the Registration Rights Holders will be entitled to customary piggyback registration rights.
Forward Purchase Agreements
Concurrent with the execution of the Business Combination Agreement, G Squared amended and restated that certain Forward Purchase Agreement, dated as of February 4, 2021, by and between G Squared and the Sponsor (the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, the Sponsor has agreed, subject to the terms and conditions set forth in the A&R Forward Purchase Agreement, to purchase immediately prior to the Initial Merger, at a per-unit price of $10.00, 5,000,000 units consisting of one Class A Ordinary Share and one-fifth of one G Squared Warrant (the “G Squared Units”), and up to an additional 5,000,000 G Squared Units equal to the number of Class A Ordinary Shares redeemed prior to the closing pursuant the redemption rights of G Squared stockholders under the G Squared organizational documents. For the avoidance of doubt, regardless of the extent of such redemptions, the Sponsor will in no event be required to purchase more than an aggregate amount of 10,000,000 G Squared Units. The obligation of the Sponsor under the A&R Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Business Combination.
Concurrent with the execution of the Business Combination Agreement, SPAC and an existing investor of Transfix entered into a forward purchase agreement (the “Investor Forward Purchase Agreement”, and together with the A&R Forward Purchase Agreement, the “Forward Purchase Agreements”). Pursuant to the Investor Forward Purchase Agreement, such Transfix investor has agreed, subject to the terms and conditions set forth in the Investor Forward Purchase Agreement, to purchase immediately prior to the Initial Closing, at a per-unit price of $10.00, 1,000,000 SPAC Units. The obligations of such investor under the Investor Forward Purchase Agreement is subject to the fulfillment of certain conditions therein, including the substantially concurrent consummation of the Mergers.
Interests of the Sponsor and G Squared Directors and Officers in the Business Combination
In considering the recommendation of the G Squared Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of G Squared’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. G Squared’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that the Sponsor holds 6,100,000 private placement warrants acquired at a purchase price of $9,150,000, or $1.50 per warrant, and an additional 1,000,000 private placement warrants that were acquired by the Sponsor as consideration for a $1,500,000 working capital loan made by the Sponsor to SPAC, which, if unrestricted and freely tradeable, would be valued at approximately $8,165,000, based on the most recent closing price of the public warrants of $1.15 per warrant on November 8, 2021;

the fact that the Sponsor and SPAC’s officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;
 
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the fact that the Sponsor paid an aggregate of $25,000, or approximately $0.003 per share, for 8,625,000 SPAC Founder Shares (as a result of a subsequent share sub-division being effected on February 4, 2021), 276,000 shares of which were subsequently transferred by the Sponsor to the SPAC’s independent directors and advisors, 1,669,800 shares of which the Sponsor has agreed to forfeit in connection with the Business Combination and the remaining 6,679,200 shares of which the Sponsor has agreed to certain transfer restrictions as described in this proxy statement/prospectus and that such remaining SPAC Founder Shares could have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,990,000, based on the most recent closing price of the Class A Ordinary Shares of $9.88 per share on December 16, 2021 (not taking into account the SPAC Founder Earn Back Shares);

the fact that Larry Aschebrook, Ward Davis and Tom Hoban are managers of the SPAC and of the Sponsor and each may be deemed to have or share beneficial ownership of the SPAC Founder Shares held directly by the Sponsor;

if the Trust Account is liquidated, including in the event SPAC is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to us or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

the fact that SPAC’s independent directors and advisors own an aggregate of 276,000 SPAC Founder Shares that were transferred from the Sponsor at their original purchase price, or approximately $0.003 per share, which if unrestricted and freely tradeable would be valued at approximately $2,737,920, based on the most recent closing price of the Class A Ordinary Shares of $9.92 per share on November 8, 2021;

the fact that the Sponsor and SPAC’s officers, directors and advisors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $2.0 million as of November 10, 2021;

the fact that the Sponsor and SPAC’s officers, directors and advisors will lose their entire investment in SPAC if an Initial Business Combination is not completed within the Combination Period;

the fact that affiliates of the Sponsor own an aggregate of approximately 761,607 shares of Transfix Preferred Stock; and

the fact that in connection with the Business Combination, (i) G Squared V, LP, an affiliate of the Sponsor (“G Squared Fund”), and Transfix entered into a Subordinated Convertible Promissory Note Purchase Agreement (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, G Squared Fund has agreed, subject to the terms and conditions set forth in the Note Purchase Agreement, to purchase up to $50 million in aggregate principal amount of subordinated convertible promissory notes of Transfix (“Notes”), to be invested as follows: (a) at an initial closing to occur no later than 10 business days following the G Squared SPAC Termination Date, G Squared Fund will invest at least $15 million in the form of a Note, and (b) thereafter, at the option of Transfix, G Squared Fund will make future investments in the form of a Note within 16 days following written request from Transfix. The obligations of G Squared Fund to purchase the Notes under the Note Purchase Agreement are subject to the fulfillment of certain conditions therein, including the occurrence of the G Squared SPAC Termination Date. The term “G Squared SPAC Termination Date” means the earliest of (a) the date on which the letter of intent between the SPAC and Transfix, dated as of May 17, 2021, is terminated, (b) the date on which certain definitive agreements relating to the Business Combination are terminated in accordance with their terms, or (c) the mutual agreement between the SPAC and Transfix to abandon the proposed business combination.
 
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Reasons for the Approval of the Business Combination
After careful consideration, the G Squared recommends that G Squared’s shareholders vote “FOR” the approval of the Business Combination Proposals.
For a more complete description of G Squared’s reasons for the approval of the Business Combination and the recommendation of the G Squared Board, see the subsection entitled “The Business Combination — G Squared Board’s Reasons for the Approval of the Business Combination.”
Redemption Rights
Pursuant to the Existing Organizational Documents, a public shareholder may request that G Squared redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(a)   hold public shares or, if you hold public shares through G Squared Units, you elect to separate your G Squared Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(b)   submit a written request to Continental Stock Transfer & Trust Company, G Squared’s transfer agent, in which you (i) request that New Transfix redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and
(c)   deliver your public shares to Continental Stock Transfer & Trust Company, G Squared’s transfer agent, physically or electronically through the DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on           , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of G Squared Units must elect to separate the G Squared Units into the underlying Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their G Squared Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the G Squared Units into the underlying public shares and public warrants, or if a holder holds G Squared Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, G Squared’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to G Squared in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Transfix will redeem the related shares of New Transfix Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. Each redemption of Class A Ordinary Shares by G Squared’s public shareholders will decrease the amount in the Trust Account. In no event will G Squared redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Transfix Common Stock following the redemption. The redemption will take place following the Initial Merger and, accordingly, it is shares of New Transfix Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your public shares.
 
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Ownership of New Transfix After the Acquisition Closing
It is anticipated that, upon completion of the Business Combination, the ownership of New Transfix will be as follows:

the Historical Rollover Stockholders will own 84,999,174 shares of New Transfix Common Stock, or approximately 64.7% of the outstanding New Transfix Common Stock;

the public shareholders will own 34,500,000 shares of New Transfix Common Stock, or approximately 26.2% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 11,955,200 shares of New Transfix Common Stock, or approximately 9.1% of the outstanding New Transfix Common Stock.
The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of G Squared or Transfix, (iii) none of G Squared’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Transfix Options, Transfix RSU Awards or Transfix Warrants and (b) do not take into account (i) New Transfix Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or forfeiture of the G Squared Founder Earn Back Shares. As a result of the Business Combination, the economic and voting interests of G Squared’s shareholders will decrease.
If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 25,503,700 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii) — (iv) and (b) remain true, the ownership of New Transfix upon completion of the Business Combination will be as follows:

the Historical Rollover Stockholders will own 84,999,174 shares of New Transfix Common Stock, or approximately 76.6% of the outstanding New Transfix Common Stock;

the public shareholders will own 8,996,300 shares of New Transfix Common Stock, or approximately 8.1% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 16,955,200 shares of New Transfix Common Stock, or approximately 15.3% of the outstanding New Transfix Common Stock.
The ownership percentages with respect to New Transfix set forth above do not take into account SPAC Warrants that will remain outstanding immediately following the Business Combination, but do include the G Squared Founder Shares, which will convert into New Transfix Common Stock upon the Acquisition Merger. If the facts are different than these assumptions, the percentage ownership retained by G Squared’s existing shareholders in New Transfix following the Business Combination will be different. For example, if we assume that all outstanding 6,900,000 public warrants and 8,300,000 private placement warrants (including warrants issued pursuant to the Forward Purchase Commitment) were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Transfix would be as follows:

the Historical Rollover Stockholders will own 85,199,174 shares of New Transfix Common Stock, or approximately 60.2% of the outstanding New Transfix Common Stock;

the public shareholders will own 41,400,000 shares of New Transfix Common Stock, or approximately 29.2% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 15,055,200 shares of New Transfix Common Stock, or approximately 10.6% of the outstanding New Transfix Common Stock.
The SPAC Warrants will not become exercisable until 30 days after the completion of an Initial Business Combination, and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.
Additionally, if we (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of G Squared or Transfix, (iii) none of G Squared’s initial
 
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shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all 21,128,052 shares of New Transfix Common Stock that will be reserved in respect of New Transfix Options issued in exchange for outstanding pre-merger Transfix Options, New Transfix RSU Awards issued in exchange for outstanding pre-merger Transfix RSU Awards and New Transfix Warrants issued in exchange for outstanding pre-merger Transfix Warrants, and (v) the issuance of all Earnout Shares in the form of New Transfix Common Stock and (b) do not take into account other New Transfix Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Transfix would be as follows:

the Historical Rollover Stockholders will own 113,627,225 shares of New Transfix Common Stock, or approximately 71.0% of the outstanding New Transfix Common Stock;

the public shareholders will own 34,500,000 shares of New Transfix Common Stock, or approximately 21.5% of the outstanding New Transfix Common Stock; and

the initial shareholders will own 11,955,200 shares of New Transfix Common Stock, or approximately 7.5% of the outstanding New Transfix Common Stock.
Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Board of Directors and Officers of New Transfix Following the Business Combination
The directors and officers of Transfix Holdings as of immediately prior to the Initial Merger Effective Time will continue as initial directors and officers of New Transfix, respectively. The parties anticipate that, effective immediately after the Acquisition Merger Effective Time, the New Transfix Board will comprise Andrew McElroy, Lily Shen, Jonathan Salama,                       . See “The Business Combination — Board of Directors of New Transfix Following the Business Combination” and “Management Following the Business Combination — Executive Officers and Directors After the Business Combination.”
Expected Accounting Treatment
The Business Combination will be accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, G Squared will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Transfix issuing stock for the net assets of G Squared, accompanied by a recapitalization. The net assets of G Squared will be stated at historical cost, with no goodwill or other intangible assets recorded. See the subsection entitled “The Business Combination — Expected Accounting Treatment.”
Appraisal Rights
There are no appraisal rights available to holders of Class A Ordinary Shares, Class B Ordinary Shares, or SPAC Warrants in connection with the Business Combination under Cayman Islands law or the DGCL.
Other G Squared Proposals
In addition to the two separate proposals to approve and adopt the Business Combination Agreement and the Business Combination, G Squared’s shareholders will be asked to vote upon; (a) a proposal to approve by special resolution and adopt the Domestication Proposal, (b) a proposal to approve by special resolution the Proposed Organizational Documents; (b) nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution material differences between the Existing Organizational Documents and the Proposed Holdings Organizational Documents; (c) a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of the NYSE, the issuance of (i) up to an aggregate of 91,499,174 shares of Common Stock, par value $0.0001, of New Transfix (the “New Transfix Common Stock”) in connection with the Acquisition Merger (including the Earnout Shares) and (ii) up to an aggregate of 13,200,000 shares of New Transfix Common Stock to be issued pursuant to the Forward Purchase Commitment, consisting of up to 11,000,000 shares of New Transfix Common Stock and warrants
 
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to acquire up to 2,200,000 shares of New Transfix Common Stock, in each case included as part of the G Squared Units to be purchased pursuant to the Forward Purchase Commitment; (d) a proposal to approve by ordinary resolution and adopt the 2022 Plan; (e) a proposal to approve by ordinary resolution and adopt the ESPP; and (f) a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more Proposals at the extraordinary general meeting. For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposals,” “Proposal No. 2 — the Domestication,” “Proposal No. 3 — The Organizational Documents Proposal,” “Proposal No. 4 — The Advisory Organizational Documents Proposals,” “Proposal No. 5 — The NYSE Proposal,” “Proposal No. 6 — The 2022 Plan Proposal,” “Proposal No. 7 — The ESPP Proposal,” and “Proposal No. 8 — The Adjournment Proposal” for more information.
Date, Time, and Place of Extraordinary General Meeting
The extraordinary general meeting will be held in person on           , 2022, at      , Eastern time, at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018, or such other date, time, and place to which such meeting may be adjourned, to consider and vote upon the Proposals. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, G Squared is also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and the Existing Organizational Documents.
Voting Power; Record Date
You will be entitled to vote or direct votes to be cast at the virtual extraordinary general meeting if you owned Class A Ordinary Shares or Class B Ordinary Shares at the close of business on           , 2022, which is the record date for the extraordinary general meeting. You are entitled to one vote for each Class A Ordinary Share or Class B Ordinary Share that you owned as of 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 other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were           Class A Ordinary Shares and Class B Ordinary Shares outstanding in the aggregate, of which           were public shares and           were G Squared Founder Shares held by the initial shareholders.
Proxy Solicitation
Proxies may be solicited by mail. G Squared has engaged Okapi Partners LLC to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares online if it revokes its proxy before the extraordinary general meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the subsection entitled “Extraordinary General Meeting — Revoking Your Proxy.”
Quorum and Required Vote for Proposals for the Extraordinary General Meeting
A quorum of G Squared’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if holders of a majority the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote thereat attend in person, online, or by proxy. Abstentions will count as present for the purposes of establishing a quorum.
The approval of each of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal is being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Initial Merger Proposal, the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class.
 
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Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.
The Initial Closing and Acquisition Closing are conditioned on the approval of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross- conditioned on each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
Recommendation to G Squared Shareholders
The G Squared Board believes that each of the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2022 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal is in the best interests of G Squared and G Squared’s shareholders and recommends that its shareholders vote “FOR” each Proposal being submitted to a vote of the shareholders at the extraordinary general meeting. For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposals,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Organizational Documents Proposal,” “Proposal No. 4 — The Advisory Organizational Documents Proposals,” “Proposal No. 5 — The NYSE Proposal,” “Proposal No. 6 — The 2022 Plan Proposal,” “Proposal No. 7 — The ESPP Proposal,” and “Proposal No. 8 — The Adjournment Proposal.”
When you consider the recommendation of the G Squared Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsor and certain of G Squared’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination — Interests of the Sponsor and G Squared Directors and Officers in the Business Combination.”
Summary Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Such risks include, but are not limited to:

National and international economic conditions could have a significant, adverse impact on our business.

We are subject to negative impacts of changes in international and domestic political and governmental conditions and business condition.

The coronavirus (“COVID-19”) pandemic and the impact of actions to mitigate the pandemic may in the future impact our business, financial condition and results of operations.

If we are unable to successfully identify, acquire, and integrate suitable customers and the freight volume we expect, our operating results and projections could be negatively impacted.

We may not successfully manage our growth.

Increases in diesel fuel prices and carrier rates, all or part of such increases which may be difficult to pass through to our customers, may impair our operating results.

Our obligation to pay our carriers is not contingent upon receipt of payment from our customers, and therefore we are exposed to credit risk.

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

A decrease in the number of carriers participating in our network could adversely affect our business.
 
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Disruptions in the national transportation infrastructure could have a material adverse effect on our customers and the motor carriers’ industry, and directly or indirectly have a material adverse effect on our business, financial condition, results of operations and cash flows.

We derive a significant portion of our total revenue from our largest customers.

We are reliant on technology to operate our business and our continued success is dependent on our systems continuing to provide the necessary support to service carriers and customers.

Cyberattacks, computer malware, viruses, spamming, phishing attacks and undetected errors could harm our reputation, business, and operating results.

Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights, or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.

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.

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

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

Our customer contracts have uncapped indemnification obligations or obligations with significant caps for our acts or omissions, which could have a material adverse effect on our business.

Our management has limited experience in operating a public company, and we may incur significant costs and obligations as a result of being a public company.

We rely on assumptions, estimates, and business data to calculate our key performance indicators and other business metrics, and real or perceived inaccuracies in these metrics may harm our reputation and negatively affect our business.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF TRANSFIX
The following table sets forth selected historical financial data derived from Transfix’s unaudited condensed consolidated financial statements as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020 and the audited financial statements for the years ended December 31, 2020 and 2019, each of which is included elsewhere in this proxy statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Transfix’s Management Discussion and Analysis of Financial Condition and Results of Operations” and Transfix’s consolidated financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
Statement of Operations Data:
Year Ended December 31,
Nine Months Ended September 30,
2020
2019
2021
2020
(In thousands, except per share data)
Revenue
$ 184,174 $ 130,165 $ 208,125 $ 120,533
Costs and Expenses:
Purchased transportation
173,853 125,098 195,242 116,039
Processing costs
11,440 10,523 9,064 8,282
Sales and marketing
7,557 6,348 5,684 5,787
Technology
8,577 9,767 7,931 6,244
General and administrative
15,148 17,155 16,650 10,962
Total Costs and Expenses
216,575 168,891 234,571 147,314
Loss from operations
(32,401) (38,726) (26,446) (26,781)
Other income (expense):
Interest income
122 860 16 108
Interest expense
(1,589) (317) (1,751) (1,124)
Other income
46
Total other income (expense)
(1,467) 543 (1,689) (1,016)
Loss before income taxes
(33,868) (38,183) (28,135) (27,797)
Income tax expense
24 20 38 17
Net loss
$ (33,892) $ (38,203) $ (28,173) $ (27,814)
Net loss per common share:
Basic and diluted
$ (3.64) $ (4.14) $ (2.95) $ (2.99)
Balance Sheet Data:
As of December 31,
As of
September 30,
2020
2019
2021
(In thousands)
Cash, cash equivalents and restricted cash
$ 26,538 $ 31,561 $ 11,414
Total assets
71,620 59,817 70,212
Total liabilities
38,874 27,505 61,710
Preferred stock
158,250 128,458 158,250
Total liabilities, preferred stock and stockholders’ deficit
71,620 59,817 70,212
 
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Other Financial Data:
Year Ended December 31,
Nine Months Ended September 30,
2020
2019
2021
2020
($ in thousands)
Revenue
$ 184,174 $ 130,165 $ 208,125 $ 120,533
Purchased transportation
173,853 125,098 195,242 116,039
Internal use software amortization(1)
345 1,054 162
Gross profit
9,976 5,067 11,829 4,332
Gross profit margin
5.4% 3.9% 5.7% 3.6%
Add: Internal use software amortization
345 1,054 162
Adjusted gross profit(2)
$ 10,321 $ 5,067 $ 12,883 $ 4,494
Adjusted gross profit margin(2)
5.6% 3.9% 6.2% 3.7%
(1)   Internal use software amortization is included as a component of technology expense in the consolidated statement of operations in the audited and unaudited condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus.
(2)    Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures that management uses in its financial and operational decision-making and evaluation of operating performance. Adjusted gross profit is calculated as gross profit excluding the amortization of internal-use software costs. It is also calculated as revenue less purchased transportation costs. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenue. Management believes these measures are important profitability measurements and are useful measures of the Company’s ability to source and sell services that are provided by third parties. Non-GAAP metrics are not calculated in accordance with GAAP and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with GAAP. Other companies may calculate these non-GAAP metrics differently. For a detailed discussion of our key operating and financial performance metrics and a reconciliation of this non-GAAP financial measure to the most directly comparable financial measures calculated in accordance with GAAP, see “Transfix’s Management Discussion and Analysis of Financial Condition and Results of Operations.”
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF G SQUARED
The following table sets forth summary historical financial data derived from SPAC’s unaudited financial statements as of September 30, 2021 and for the nine months ended September 30, 2021 and audited financial statements for the period from October 26, 2020 (inception) through December 31, 2020, each of which is included elsewhere in this proxy statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following summary financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of G Squared Ascend I Inc.” and SPAC’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
Statement of Operations Data:
For the Period from October 26, 2020 (inception)
Through December 31, 2020
For the Nine Months
Ended September 30, 2021
(audited)
(unaudited)
General and administrative expenses
$ 7,830 $ 1,430,902
General and administrative expenses – related party
80,000
Loss from operations
(7,830) (1,510,902)
Other income (expenses)
Change in fair value of derivative liabilities
1,920,640
Offering costs associated with derivative liabilities
(462,850)
Loss on Forward Purchase Agreement
(1,448,910)
Gain on conversion of working capital loan
243,440
Income from investments held in Trust Account
36,719
Total other income (expenses)
289,039
Net loss
$ (7,830) $ (1,221,863)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
29,571,429
Basic and diluted net loss per share, Class A
ordinary share
$ $ (0.03)
Weighted average shares outstanding of Class B ordinary shares, basic
7,500,000
8,464,286
Weighted average shares outstanding of Class B ordinary shares, diluted
7,500,000 8,625,000
Basic and diluted net loss per share, Class B
ordinary share
$ (0.00) $ (0.03)
 
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Balance Sheet Data:
September 30, 2021
December 31, 2020
(Unaudited)
Assets
Current assets:
Cash
$ 579,744 $
Deferred offering costs
228,180
Prepaid expenses
1,140,934
Total current assets
1,720,678 228,180
Investments held in Trust Account
345,036,719
Total Assets
$ 346,757,397 $ 228,180
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable
$ 85,400 $ 48,005
Accrued expenses
208,168 163,005
Total current liabilities
293,568 211,010
Deferred underwriting commissions
12,075,000
Derivative liabilities
15,466,830
Total liabilities
27,835,398 211,010
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 479,000,000 shares
authorized; 34,500,000 and -0- shares subject to possible redemption
at $10.00 per share as of September 30, 2021 and December 31,
2020, respectively
345,000,000
Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding
Class B ordinary shares, $0.0001 par value; 15,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
863 863
Additional paid-in capital
24,137
Accumulated deficit
(26,078,864) (7,830)
Total shareholders’ equity (deficit)
(26,078,001) 17,170
Total Liabilities and Shareholders’ Equity (Deficit)
$ 346,757,397 $ 228,180
 
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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL DATA
The following summary unaudited pro forma condensed combined financial data (the “summary pro forma information”) gives effect to the Business Combination as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a recapitalization under GAAP. Under this method of accounting, G Squared is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Transfix will represent a continuation of the financial statements of Transfix, with the Business Combination being treated as the equivalent of Transfix issuing stock for the net assets of G Squared, accompanied by a recapitalization. The net assets of G Squared will be stated at fair value (which is expected to be consistent with historical cost), with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Transfix in future reports of New Transfix.
The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2021 give pro forma effect to the Business Combination as if it had occurred on September 30, 2021. The summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2021 and for the year ended December 31, 2020 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020.
The summary pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of New Transfix appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements of G Squared and Transfix and related notes included elsewhere in this proxy statement/prospectus. The summary pro forma information has been presented for informational purposes only and is not necessarily indicative of what New Transfix’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Business Combination Agreement been completed as of the dates indicated. In addition, the summary pro forma information does not purport to project the future financial position or operating results of New Transfix.
The following table presents the summary pro forma information after giving effect to the Business Combination, presented under two scenarios:

Assuming No Redemptions:   This scenario assumes that no Class A Ordinary Shares of G Squared are redeemed, and

Assuming Maximum Redemptions:   This scenario assumes that (i) 25.5 million Class A ordinary shares of G Squared are redeemed resulting in an aggregate payment of approximately $255.04 million from the Trust Account, which is the maximum amount of allowable redemption while still providing New Transfix with cash at closing of the Business Combination of no less than the minimum of $200.0 million required by the Business Combination Agreement and (ii) as a result of the assumption in (i), an additional 5 million shares of New Transfix Common Stock would be purchased pursuant to the condition in the A&R Forward Purchase Agreement.
 
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Assuming No
Redemption Scenario
Assuming Maximum
Redemption Scenario
Shares
%
Shares
%
New Transfix shares issued to Transfix stockholders
83,999,173 83,999,173
Total Transfix Shares(3)
83,999,173 65.6% 83,999,173 78.1%
New Transfix shares issued to G Squared public shareholders
34,500,000 34,500,000
Less: shares redeemed(1)
(25,503,700)
Total New Transfix shares issued to G Squared public shareholders
34,500,000 26.9% 8,996,300 8.4%
New Transfix shares issued in exchange for the G Squared Founders shares(4)
3,615,600 3,615,600
Total New Transfix shares issued in exchange for G Squared Founders Shares
3,615,600 2.8% 3,615,600 3.3%
New Transfix shares issued under the Forward Purchase
Commitment
6,000,000 6,000,000
Add: additional shares to be purchased(2)
5,000,000
Total New Transfix shares issued under the Forward Purchase Commitment
6,000,000 4.7% 11,000,000 10.2%
Pro Forma Shares Outstanding
128,114,773 100.0% 107,611,073 100.0%
(1)
This presentation assumes that G Squared stockholders holding 25.5 million Public Shares will exercise their redemption rights, while meeting the minimum cash requirement.
(2)
As a result of the assumption in (i), an additional 5 million shares of New Transfix Common Stock would be purchased prior to the Closing pursuant to the SPAC Forward Purchase.
(3)
The details of the calculation based on the share count as of December 31, 2021 are included in the table below:
Transfix Common Stock
9,670,243
Transfix Preferred Stock
60,956,596
Transfix vested RSUs
1,003,598
Total shares subject to exchange
71,630,437
Calculation of Exchange Ratio:
New Transfix Shares to be issued as consideration
100,000,000
Aggregate Fully Diluted Transfix shares:
Transfix Common Stock
9,670,243
Transfix Preferred Stock
60,956,596
Transfix Warrants
133,502
Transfix RSUs and Options, vested and unvested
17,883,480
Less: A number of shares equal to the aggregate exercise price of Transfix Options
(3,368,652)
Total Aggregate Fully Diluted Transfix shares
85,275,169
Exchange Ratio
1.1727
New Transfix Shares to be issued
83,999,173
(4)
The table below details the reconciliation of New Transfix Shares to be issued in exchange for the G Square Founders Shares:
G Squared Class B Ordinary Share outstanding
8,625,000
Less: Board and Advisor Shares not subject to the Sponsor Support Agreement
(276,000)
SPAC Founder Shares
8,349,000
Less: Forfeiture of 20% of the Founder Shares
(1,669,800)
Non-forfeited Founder Shares
6,679,200
Less: 50% subject to lock-up
(3,339,600)
Founder Shares to be converted to New Transfix Shares
3,339,600
Board and Advisor Shares to be converted to New Transfix Shares
276,000
New Transfix Shares to be Issued
3,615,600
 
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The two alternative levels of additional redemptions assumed in the unaudited pro forma condensed combined balance sheet and statements of operations are based on the assumption that there are no adjustments for the outstanding SPAC Warrants issued in connection with G Squared’s IPO, as such securities are not exercisable until 30 days after the Acquisition Closing.
If the actual facts are different than these assumptions, then the amounts and shares outstanding in the summary pro forma information will be different, and those changes could be material.
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data:
Combined Pro Forma
(amounts in thousands, except share and per share information)
Nine Months Ended
September 30, 2021
Revenue
$ 208,125
Loss from operations
$ (26,446)
Net loss
$ (27,404)
Weighted average shares used to compute net loss per common share-basic and diluted (No redemptions)
128,114,773
Basic and diluted net loss per share
$ (0.21)
Weighted average shares used to compute net loss per common share-basic and diluted (Maximum redemptions)
107,611,073
Basic and diluted net loss per share
$ (0.25)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data:
Combined Pro Forma
Year Ended December 31, 2020
(amounts in thousands, except share and per share information)
Assuming No
Redemption Scenario
Assuming Maximum
Redemption Scenario
Revenue
$ 184,174 $ 184,174
Loss from operations
$ (38,959) $ (41,689)
Net loss
$ (40,450) $ (43,180)
Weighted average shares used to compute net loss per common
share-basic and diluted
128,114,773 107,611,073
Basic and diluted net loss per share
$ (0.32) $ (0.40)
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data:
Combined Pro Forma
As of September 30, 2021
(amounts in thousands)
Assuming No
Redemption Scenario
Assuming Maximum
Redemption Scenario
Total assets
$ 446,275 $ 242,545
Total liabilities
$ 147,416 $ 147,416
Common stock
$ 13 $ 11
Additional paid-in capital
$ 468,273 $ 267,275
Accumulated deficit
$ (169,427) $ (172,157)
Total stockholders’ equity
$ 298,859 $ 95,129
 
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RISK FACTORS
The following risk factors will apply to the business and operations of G Squared, Transfix or New Transfix. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of G Squared, Transfix and New Transfix and their respective businesses, financial conditions and prospects prior to or following the completion of the Business Combination, as the case may be. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” G Squared, Transfix and New Transfix may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their respective businesses or financial conditions. The following discussion should be read in conjunction with the sections entitled “Transfix’s Management Discussion and Analysis of Financial Condition and Results of Operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of G Squared,” the financial statements of Transfix and G Squared and notes to the financial statements included herein, as applicable.
Risks Related to Transfix
Unless the context otherwise requires, all references in this subsection to the “Company,” “Transfix,” “we,” “us,” or “our” refer to the business of Transfix and its subsidiaries prior to the consummation of the Business Combination and to New Transfix and its subsidiaries following the Business Combination.
Risks Relating to Our Business and Industry
National and international economic conditions could have a significant, adverse impact on our business.
Certain segments of the transportation industry have historically experienced cyclical fluctuations in financial results, including brokers, due to national and international economic conditions, upturns and downturns in business cycles of industry customers, and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks, which may have a material and adverse impact on our operating results and cause us to not reach our long-term growth goals:

Decrease in volumes:   A reduction in overall freight volumes in the marketplace reduces the availability of freight potentially affecting our customer base and/or our opportunities for growth. A significant portion of our services are “spot market” opportunities, which refers to the freight services we provide without contractually set rates. The spot market generally is impacted more quickly than the contract market by overall economic conditions. In addition, if rate conditions or a downturn in our 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.

COVID-19 pandemic:   The pandemic has already caused a significant disruption to global financial markets and supply chains and has resulted in increased travel restrictions and extended shutdown of certain businesses across the globe. The significance of any operational and financial impact to our business will likely depend on the duration and spread of the outbreak.
We are subject to negative impacts of changes in international and domestic political and governmental conditions and business conditions.
Our operations are subject to the influences of significant international and domestic political, governmental, operational, modal, and similar changes and our ability to respond to them, 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.
The coronavirus (“COVID-19”) pandemic and the impact of actions to mitigate the pandemic may in the future impact our business, financial condition and results of operations.
As a result of the COVID-19 pandemic, government authorities have imposed numerous measures to try to contain the disease, such as mandatory closures, work-from-home orders, travel bans and restrictions, quarantines, shelter in place orders, shutdowns and social distancing protocols, among others.
 
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To date, our employees have moved to remote working as necessary with minimal business interruption and, so far, the business has not experienced a negative impact from the COVID-19 pandemic and variants thereto.
Despite this, the extent of the future impact of the COVID-19 pandemic and any variants thereto on our operational and financial performance will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, new variants of the virus, the actions to contain the disease or treat its impact, and the duration, timing, and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. There is no certainty that measures implemented by governmental authorities or by us in our operations will be sufficient to mitigate the risks posed by the virus, including infection of our senior management or a significant number of employees with the COVID-19 virus, and our ability to perform critical functions or respond to the needs of our customers could be negatively impacted. We are closely monitoring the impact of the ongoing pandemic on our operating results and financial condition. Although we cannot predict at this time the many potential impacts COVID-19 will have on our business, there is a possibility that our operating results and financial condition may be materially adversely affected due to periods of decreased volumes and revenue.
The execution of our strategy could depend on our ability to raise capital in the future, and our inability to do so could prevent us from achieving our growth objectives.
We may in the future be required to raise capital through public or private financing or other arrangements in order to pursue our growth strategy or operate our businesses. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business and/or our ability to execute our strategy. Further debt financing may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.
If we are unable to successfully identify, acquire, and integrate suitable customers and the freight volume we expect, our operating results and projections could be negatively impacted.
Part of our growth strategy is to increase our revenue and the market regions that we serve through the acquisition of suitable customers. There can be no assurance that suitable customers for acquisitions can be identified or, if suitable customers are identified, that acquisitions can be completed on acceptable terms, if at all. Even if suitable customers are acquired, they may entail a number of risks that could adversely affect our business, including, among others, the integration of the operations, diversion of management’s attention, risks of entering new market regions in which we have limited experience and pricing.
If we are unable to successfully introduce new or upgraded products, offerings, or features for customers and carriers we may fail to attract and retain such users to our platform or service, and our operating results could be adversely affected.
To continue to retain and attract customers and carriers to our platform, we will need to continue to invest in the development of new products, offerings, and features that add value for customers and carriers and that differentiate us from our competitors and their offerings.
Developing and delivering these new or upgraded products, offerings, and features is costly, and the success of such new products, offerings, and features depends on several factors, including the timely completion, introduction, and market acceptance of such products, offerings, and features. Moreover, any such new or upgraded products, offerings, or features may not work as intended or may not provide intended value to platform users, or may prove to not be commercially successful. If we are unable to continue to develop new or upgraded products, offerings, and features, or if customers and/or motor carriers do not perceive value in such new or upgraded products, offerings, and features, customers and/or carriers may choose not to use our services or work with us, which would adversely affect our operating results.
We have incurred outstanding debt and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business.
As of September 30, 2021, we had total outstanding indebtedness of $17.0 million aggregate principal amount. Subject to the limitations in the terms of our existing and future indebtedness, we and our subsidiaries may incur additional debt, secure existing or future debt, or refinance our debt.
 
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We may be required to use a substantial portion of our cash flows from operations to pay interest and principal on our indebtedness. Such payments will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes and limit our ability to obtain additional financing for working capital, capital expenditures, expansion plans, and other investments, which may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business, the industry, or in the general economy, limit our flexibility in planning for, or reacting to, changes in our business and the industry, and prevent us from taking advantage of business opportunities as they arise. We cannot assure you that our business will generate sufficient cash flow from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments on our indebtedness, or to fund our operations.
In addition, under certain of our existing debt instruments, we and certain of our subsidiaries are subject to limitations regarding our business and operations, including limitations on incurring additional indebtedness and liens, limitations on certain consolidations, mergers, investments and sales of assets, and restrictions on the payment of dividends or distributions. Any debt financing raised by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital to pursue business opportunities, including potential acquisitions or divestitures. Any default under our debt arrangements could require that we repay our loans immediately, and may limit our ability to obtain additional financing, which in turn may have an adverse effect on our cash flows and liquidity.
We may not successfully manage our growth.
We have grown rapidly and substantially over prior years, including by expanding our internal resources, and in the future may seek to make acquisitions, and entering into new markets, and we intend to continue to focus on growth in our businesses, including organic growth through new customer wins and increased business with existing customers, as well as additional acquisitions. We may experience difficulties and higher-than-expected expenses in executing this strategy 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 customer 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.
We have a history of net losses, and we may appropriately manage our expenses, or not achieve or maintain profitability in the future.
We have incurred net losses in certain periods historically. We incurred net losses of approximately $33.9 million and $38.2 million in the years ended December 31, 2020 and 2019, respectively, and of approximately $28.2 million and $27.8 million in the nine months ended September 30, 2021 and 2020, respectively. We have spent significant funds on a variety of items, including purchase transportation, processing costs, technology, sales and marketing, charges offset by our customers, and general and administrative expenses. The net losses we incur may fluctuate and increase significantly from quarter to quarter.
Our long-term success is dependent upon our ability to successfully market our services; to identify, acquire, integrate and retain suitable customers, and to introduce new or updated products and offerings; to earn revenue, obtain additional capital when needed and, ultimately, to maintain profitable operations. It is possible that we will not achieve profitability or that, even if we do achieve profitability, we may not maintain or increase profitability in the future. Our failure to manage expenses and/or to achieve or maintain profitability could negatively impact the value of our common stock.
 
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Increases in diesel fuel prices increase carrier rates, and all or part of such increases may be difficult to pass through to our customers, which may impair our operating results.
Diesel fuel prices are volatile and difficult to predict, having fluctuated significantly over the last five years. We generally set fuel surcharges with motor carriers to cover increases in diesel fuel prices. Our earnings may decrease if we are unable to pass through the full amount of these surcharge to our customers. Our customers may elect to utilize alternative transportation modes which are not as fuel dependent, such as rail or intermodal carriage.
Our obligation to pay our carriers is not contingent upon receipt of payment from our customers, and we extend credit to all customers as part of our and the standard industry business model, which exposes us to credit risk and loss of funds availability.
We take full risk of credit loss for the services we arrange for from carriers. Our obligation to pay our carriers is not contingent upon receipt of payment from our customers. If any of our customers fail to pay for our services, our profitability would be negatively impacted by the extent of the size of the customer, and could lead to an increased need for capital or loss of funds available.
We extend credit to customers in the ordinary course of business as part of our business model and pursuant to standard industry practices. By extending credit, we increase our exposure to uncollected receivables. Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business. Customers may also not pay us as quickly as they have in the past or on-time, causing our working capital needs to increase. Additionally, a deterioration in the global or domestic economy or external factors affecting specific industries could drive an increase in business failures, downsizing, and delinquencies, which could cause an increase in our credit risk and need for capital. If we fail to monitor and manage our credit risks effectively, our immediate and long-term liquidity may be adversely affected.
Changes in distribution patterns may affect our operational practices and revenue.
Industry supply chains are being reassessed after the COVID-19 pandemic on a global basis, and our customer base may make changes to distribution patterns, to which