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    Gesher I Acquisition Corp. filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

    12/8/22 4:01:02 PM ET
    $GIAC
    Business Services
    Finance
    Get the next $GIAC alert in real time by email
    0001853314 false 00000 00-0000000 0001853314 2022-12-05 2022-12-05 0001853314 GIAC:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2022-12-05 2022-12-05 0001853314 GIAC:OrdinarySharesParValue0.0001PerShareMember 2022-12-05 2022-12-05 0001853314 GIAC:RedeemableWarrantsExercisableForOrdinarySharesAtExercisePriceOf11.50PerShareMember 2022-12-05 2022-12-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): December 5, 2022

     

    GESHER I ACQUISITION CORP.

    (Exact Name of Registrant as Specified in Charter)

     

    Cayman Islands   001-40897   N/A
    (State or Other Jurisdiction
    of Incorporation)
      (Commission File Number)    (IRS Employer
    Identification No.)

     

    Hagag Towers, North Tower, Floor 24

    Haarba 28, Tel Aviv, Israel

    (Address of Principal Executive Offices) (Zip Code)

     

    (212) 993-1562

    (Registrant’s Telephone Number, Including Area Code)

     

    Not Applicable

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one ordinary share, $0.0001 par value, and one-half of one redeemable warrant   GIACU   The Nasdaq Stock Market LLC
    Ordinary shares, par value $0.0001 per share   GIAC   The Nasdaq Stock Market LLC
    Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share   GIACW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    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 13(a) of the Exchange Act. ☐

     

     

     

     

     

    Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. 

     

    In connection with the preparation of the financial statements as of September 30, 2022 for Gesher I Acquisition Corp. (the “Company”), management identified errors made in the Company’s historical financial statements related to properly recording and accruing expenses. 

     

    In April 2022, the Company entered into an agreement with a vendor for a written Fairness Opinion (“Opinion”) in relation to the business combination agreement that was entered into on May 31, 2022 with Freightos Limited. The Opinion was delivered in May 2022 but the fee was not properly recorded in accordance with Generally Accepted Accounting Principles in the United States of America. This resulted in a misstatement of the previously reported balances included in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2022 as filed with the SEC on August 15, 2022.

     

    Based on the foregoing, on December 5, 2022, management of the Company and the Audit Committee of the Board of Directors of the Company determined that the Company’s previous quarterly report on Form 10-Q for the quarter ended June 30, 2022 (the “Affected Period”) should no longer be relied upon. As a result, the Company is amending its Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2022 to reflect the restatement.

     

    The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, its independent registered public accounting firm.

     

    1

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Dated: December 8, 2022

     

      GESHER I ACQUISITION CORP.
         
      By: /s/ Ezra Gardner
      Name:  Ezra Gardner
      Title: Chief Executive Officer

     

     

    2

     

     

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