Item 8.01. Other Events.
On
November 12, 2021, Transfix Holdings, Inc. (“Transfix Holdings”) filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form
S-4 (File No. 333-260990) (the “Registration Statement”) that includes a proxy statement/prospectus relating to the
proposed business combination (the “Business Combination”) between G Squared Ascend I Inc. (“G Squared”) and
Transfix Holdings.
The closing of the Business Combination is subject
to the satisfaction or waiver of conditions set forth in the Business Combination Agreement (as defined below). The Registration Statement
has not yet been declared effective. The business combination agreement relating to the Business Combination (the “Business Combination
Agreement”) and the other transactions related thereto are described in G Squared’s Current Report on Form 8-K filed with
the SEC on September 21, 2021 (the “Form 8-K”) and the Business Combination Agreement is an exhibit to the Form 8-K.
Shareholders of G Squared and other
interested persons are encouraged to read the preliminary proxy statement/prospectus, as well as the annexes thereto and the other
documents to be filed with the SEC because these documents contain important information about G Squared, Transfix Holdings and the
Business Combination. Shareholders are able to obtain copies of the preliminary proxy statement/prospectus and, once available, the
definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s website
(www.sec.gov) under “Transfix Holdings, Inc.” (CIK: 0001882958).
After
the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to shareholders of G Squared
as of a record date to be established for voting on the Business Combination.
Important Information and Where to Find It
In connection with the proposed business combination
involving G Squared and Transfix, Inc. (“Transfix”), Transfix Holdings, Inc. (“Transfix Holdings”) has filed a
registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”).
The Registration Statement includes a proxy statement of G Squared and a prospectus of Transfix Holdings. Additionally, G Squared and
Transfix Holdings will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained
free of charge at the SEC’s website at www.sec.gov. Security holders of G Squared are urged to read the proxy statement/prospectus
and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination
because they will contain important information about the business combination and the parties to the business combination and related
matters. The information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated
by reference into, and is not a part of, this communication.
Participants in the Solicitation
G Squared and its directors and officers may be
deemed participants in the solicitation of proxies of G Squared’s stockholders in connection with the proposed business combination.
Transfix and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed
information regarding the names, affiliations and interests of certain of G Squared’s executive officers and directors in the solicitation
by reading G Squared’s final prospectus for its initial public offering filed with the SEC on February 8, 2021, and the proxy statement/prospectus
and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning
the interests of G Squared’s participants in the solicitation, which may, in some cases, be different than those of their stockholders
generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect
to any securities in respect of the proposed business combination and shall not constitute an offer to sell or the solicitation of an
offer to buy any securities or constitute a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Forward Looking Statements
The information in this communication may contain
statements that are not historical facts but are “forward-looking statements'' within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of “safe harbor”
provisions under the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present
or historical fact included in this communication, regarding G Squared’s proposed business combination with Transfix, G Squared’s
ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well
as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in this communication, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on
management's current expectations and assumptions about future events and are based on currently available information as to the outcome
and timing of future events. Except as otherwise required by applicable law, G Squared and Transfix disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date
of this communication. G Squared and Transfix caution you that these forward-looking statements are subject to numerous risks and uncertainties,
most of which are difficult to predict and many of which are beyond the control of either G Squared or Transfix. In addition, G Squared
and Transfix caution you that the forward-looking statements contained in this communication are subject to the following factors: (i)
the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of
the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against G Squared or Transfix following
announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the
shareholders of G Squared, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination
disrupts G Squared’s or Transfix’s current plans and operations as a result of the announcement of the transactions; (v) Transfix’s
ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and
the ability of Transfix to grow and manage growth profitably following the business combination; (vi) costs related to the business combination;
(vii) changes in applicable laws or regulations; (viii) rollout of Transfix’s business and the timing of expected business milestones,
(ix) the effects of competition on Transfix’s business, (x) supply shortages in the materials necessary for the production of Transfix’s
products, (xi) risks related to original equipment manufacturers and other partners being unable or unwilling to initiate or continue
business partnerships on favorable terms, (xii) the termination or reduction of government clean energy and electric vehicle incentives,
(xiii) delays in the construction and operation of production facilities, (xiv) the amount of redemption requests made by G Squared’s
public stockholders, (xv) changes in domestic and foreign business, market, financial, political and legal conditions, and (xvi) the possibility
that Transfix may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties
described in this communication, or should underlying assumptions prove incorrect, actual results and plans could different materially
from those expressed in any forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk
Factors” section of G Squared’s final prospectus filed on February 8, 2021, and Quarterly Reports on Form 10-Q, in each case,
under the heading “Risk Factors,” and other documents of G Squared filed, or to be filed, including the proxy statement/prospectus,
with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein
can be found in G Squared’s periodic filings with the SEC, including G Squared’s final prospectus for its initial public offering
filed with the SEC on February 8, 2021. G Squared’s SEC filings are available publicly on the SEC's website at www.sec.gov.