UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
On April 14, 2022, Gesher I Acquisition Corp. (the “Company”) entered into a backstop subscription agreement (the “Agreement”) with Composite Analysis Group, Inc. (“Composite”), an affiliate of Safer Logistics LLC, pursuant to which Composite has agreed to provide $10,000,000 of committed capital (the “Backstop Commitment”) to the Company in the event that, as of immediately prior to the closing of an initial business combination, certain minimum cash conditions are not met after taking into account redemptions by Company shareholders in connection with the business combination and certain other investments. In exchange for providing the Backstop Commitment, the Company will issue and sell to Composite (a) 1,000,000 ordinary shares of the Company at a purchase price of $10.00 per share, and (b) 100,000 warrants of the Company (collectively, the “Backstop Subscription,” and the shares and warrants issued in the Backstop Subscription, the “Backstop Securities”).
Pursuant to the Agreement, Composite will be entitled to registration rights with respect to the ordinary shares and warrants of the Company included in the Backstop Securities. The closing of the Backstop Subscription shall be on the same date and immediately prior to, or simultaneously with, the closing of an initial business combination. The Agreement does not grant to Composite any special corporate governance rights, and Composite is not an affiliate of the Company or its sponsor, Gesher I Sponsor LLC.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Reference is made to Item 1.01 of this Current Report on Form 8-K, which is incorporated by reference into this Item 3.02. The ordinary shares and warrants of the Company to be issued in connection with the Backstop Securities described in Item 1.01 above will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 19, 2022 | ||||||
| GESHER I ACQUISITION CORP. | ||||||
| By: | /s/ Ezra Gardner | |||||
| Name: | Ezra Gardner | |||||
| Title: | Chief Executive Officer | |||||