Transfix, a digital freight platform, has entered into a definitive business combination agreement with G Squared Ascend I.
The transaction implies a pro forma enterprise value for Transfix of $1.1 billion. Upon closing, existing Transfix shareholders are expected to own approximately 69% of the combined company, with G Squared Ascend I stockholders owning approximately 24%. G Squared Ascend I’s sponsor has agreed that 50% of its Transfix shares will be subject to forfeiture depending on post-closing share performance. By aligning compensation incentives with management, this structure represents G Squared’s long-term commitment to the investment, the SPAC said in a news release. The transaction also includes a minimum cash condition of $200 million.
In addition to the $345 million cash in trust, G Squared is leading a commitment of an incremental $60 million under forward purchase agreements, plus up to another $50 million under G Squared’s forward purchase agreement to backstop any redemptions from its trust.
If the deal is approved, the closing is expected by the end of the first quarter in 2022. The combined company is expected to list on the NYSE under the ticker symbol TF.
