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 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.
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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 | |
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