On Tuesday, digital freight platform Transfix announced it has reached an agreement with special purpose acquisition company G Squared Ascend I Inc., sponsored by affiliates of venture capital fund G Squared, to go public under the New York Stock Exchange ticker symbol TF.
The transaction is expected to close by the end of Q1 2022, with a total implied pro forma enterprise value for Transfix of $1.1 billion and approximately $375 million in cash net of transaction expenses if there are no redemptions by G Squared Ascend I’s stockholders.
“We are thrilled to be partnering with G Squared on this significant milestone. They have been incredible partners who share our excitement about the opportunity ahead and who bring invaluable expertise in and knowledge of our rapidly growing sector,” said Transfix President and CEO Lily Shen. “With this transaction, Transfix is well-positioned to accelerate growth and innovation to drive our impact at scale. We are at the beginning of a new era for the freight industry.”
Ward Davis, CEO of G Squared Ascend I, said, “Transfix exceeds our many acquisition criteria. … Impressively, its team managed through the pandemic and its incredibly volatile impact on freight with exceptional, industry-leading growth and returns. The company’s consistently strong financial performance, outstanding shipper spend retention and growing list of top-tier enterprise accounts fuel our conviction in this business combination.”
At close, Transfix is expected to own roughly 69% of the merged company, G Squared Ascend I public stockholders would own 24%, G Squared Ascend I’s sponsors would own 3% and investors in the forward purchase agreement would own the remaining 4%, according to the company.
Depending on the post-closing share performance, G Squared Ascend 1’s sponsor has agreed to 50% of its Transfix shares being subject to forfeiture. The transaction will also include a minimum cash condition of $200 million.
The company announced in May that it had closed on a $50 million, five-year senior credit facility from MidCap Financial, giving Transfix approximately $400 million in liquidity with the cash provided from the SPAC transaction.
The company plans to use the public equity for M&A, recruiting and other strategic measures to accelerate growth.
According to a report, Transfix had $184 million in revenue and an adjusted loss of $27 million in 2020.
“This announcement marks an important moment in Transfix’s natural evolution to a public company. Our vision, since day one, has been to build the world’s most connected and intelligent freight platform. This marks the next important step in advancing and accelerating toward that goal,” said Drew McElroy, Transfix’s co-founder and board chairman.