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United States securities and exchange commission logo





                               October 6, 2022

       Zvi Schreiber
       Chief Executive Officer
       Freightos Ltd
       HaPo   el 1
       Derech Agudat Sport HaPo   el
       Jerusalem, Israel 9695102

                                                        Re: Freightos Ltd
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted September
9, 2022
                                                            CIK No. 0001927719

       Dear Zvi Schreiber:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-4 submitted September 9, 2022

       Questions and Answers About the Business Combination and the
Extraordinary General Meeting
       Q: How do I exercise my redemption rights?, page 8

   1.                                                   Please clarify whether
public shareholders that redeem their shares will be able to retain
                                                        their warrants. To the
extent they will be able to retain their warrants, please quantify the
                                                        value of the warrants,
based on recent trading prices, that may be retained by redeeming
                                                        stockholders assuming
maximum redemptions and identify any material results risks. We
                                                        note your disclosure on
page 8 that the holders of Gesher Warrants have no redemption
                                                        rights with respect to
such securities.
 Zvi Schreiber
FirstName  LastNameZvi Schreiber
Freightos Ltd
Comapany
October    NameFreightos Ltd
        6, 2022
October
Page 2 6, 2022 Page 2
FirstName LastName
Q: What happens if the Business Combination is not consummated?, page 10

2.       We note that the sponsor and Gesher   s officers and directors have
waived their
         redemption rights with respect to their units and founder shares,
respectively. Please
         describe any consideration provided in exchange for this agreement.
The Sponsor, Gesher's directors and officers, Freightos or their respective
affiliates may elect to
purchase shares, page 68

3.       We note the disclosure that the Sponsor, Gesher   s directors and
officers, Freightos or their
         respective affiliates, may purchase Public Shares in privately
negotiated transactions or in
         the open market prior to the extraordinary meeting, although they are
under no obligation
         to do so. You further state that the purpose of the share purchases
and other transactions
         would be to increase the likelihood that the proposals to be voted
upon at the
         extraordinary meeting are approved by the requisite number of votes
and reduce the
         number of redeemed shares. Please provide your analysis on how such
purchases comply
         with Rule 14e-5.
4.       We note the disclosure that "at any time at or prior to the Business
Combination, subject
         to applicable securities laws (including with respect to material
nonpublic information),
         the Sponsor, Gesher   s directors and officers, Freightos or their
respective affiliates may
         enter into transactions with investors and others to provide them with
incentives to acquire
         Public Shares" or "vote their Public Shares in favor of our initial
business
         combination." Please provide us with your analysis as to how these
purchases
         comply with Rule 14e-5.
Background of the Business Combination, page 92

5.       Please expand your disclosure to clarify what you mean by Gesher's
evaluation of
         opportunities "with a high internal rate of return use case for a $50
million to $150 million
         capital infusion."
6.       You disclose that on December 17, 2021, Gesher sent Freightos a
non-binding letter of
         intent for a potential business combination transaction with a
proposed pro forma
         enterprise valuation for Freightos between $300 million and $600
million. Please revise
         your disclosure to summarize how Gesher arrived at this enterprise
valuation. Your
         disclosure should summarize the valuation methods that were utilized
and how the
         analyses were applied to determine Freightos' enterprise valuation. In
addition, please
         disclose the basis for Freightos' revised LOI on December 30, 2021
which included a
         revised pro forma valuation range between $450 million and $600
million. Please also
         revise to discuss the factors and reasons considered during the May
2022 discussions
         between Gesher and Freightos that ultimately lead the parties to agree
to a pre-money
         equity value of Freightos of $390 million.
 Zvi Schreiber
FirstName  LastNameZvi Schreiber
Freightos Ltd
Comapany
October    NameFreightos Ltd
        6, 2022
October
Page 3 6, 2022 Page 3
FirstName LastName
Discounted Cash Flow Analysis, page 108

7.       With respect to the Discounted Cash Flow analysis, provide disclosure
explaining how the
         discount rate range of 30% to 40% were determined and deemed to be
appropriate
         by Houlihan Lokey.
Certain Financial Projections Provided to the Gesher Board, page 109

8.       We note your estimated revenue projections of $21.1 million, $39.5
million, $80.3, and
         $169.6 million in fiscal years 2022, 2023, 2024 and 2025,
respectively.
         Please address the following:

                Revise to explain the basis for your revenue growth
assumptions, and explain how
              your projections are representative of your current business
operations and future
              plans, given that you generated only $11.1 million in revenue in
the fiscal year ended
              December 31, 2021 as reported on page F-5.
                Additionally, revise to disclose the average term of your SaaS
subscriptions, the
              historical renewal rate of these subscriptions, and the expected
growth in revenue
              from new customers purchasing SaaS subscriptions and transacting
on your
              Platform.
                Revise to disclose whether you believe your revenue projections
are comparable to
              the actual historical revenue growth rates of publicly traded
peer companies.
                Tell us whether customer acquisition costs associated with
projected growth in your
              business are included in your projections and how such costs were
determined.
                Tell us whether alternative    cases    or    sets    of
projections were prepared. If so, tell
              us how you considered disclosing these alternative projections
and related
              assumptions used in their preparation.
Material Assumptions Underlying the Financial Projections, page 111

9.       Expand the disclosures here to provide additional details to describe
the material
         assumptions for the projected significant and consistent revenue
growth and quantify, as
         appropriate, these assumptions, include the factors underlying these
assumptions. Also
         describe the factors or contingencies considered that would affect
such growth ultimately
         materializing. In this regard, please address the following:

                You state that one of your assumptions underlying the
projections is that additional
              service providers, primarily airlines, and secondarily container
ocean liners, offering
              their freight capacity and receive bookings through the Freightos
Platform, with new
              carriers will join at a quarterly rate similar to the rates in
recent quarters. Revise to
              disclose the recent quarterly rates that you refer to here. This
comment applies to
              your assumption regarding the additional freight forwarders
adopting the Freightos
              Platform as well.
                Describe the timeframe for the assumption of the "accelerated"
adoption of the
              Freightos Platform "by small and large importers/exporters as the
Freightos Platform
 Zvi Schreiber
FirstName  LastNameZvi Schreiber
Freightos Ltd
Comapany
October    NameFreightos Ltd
        6, 2022
October
Page 4 6, 2022 Page 4
FirstName LastName
              becomes more mature and as Freightos makes additional investments
in sales and
              marketing."
                Revise to explain the disclosure, "Certain assumptions related
to the mix of
              transactions on the Freightos Platform, as some types of
transactions, such as
              bookings by SMB importers/exporters, having a higher revenue take
rate."
                Explain the assumption that carriers will continue to pay a
"reasonable fee" to receive
              bookings. Disclose whether you assume that fees remain constant.
The Business Combination Agreement and Ancillary Documents
Ancillary Documents, page 131

10.      We note that you have arranged to sell additional securities to raise
funds to satisfy the
         minimum cash required to complete the business combination transaction
after returning
         funds to redeeming stockholders. Please update your disclosures and
highlight material
         differences in the terms and price of securities issued at the time of
the IPO as compared
         to private placements contemplated at the time of the business
combination. Disclose if
         Gesher's sponsors, directors, officers or their affiliates will
participate in the private
         placement.
Freightos' Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Non-IFRS Financial Measures,, page 181

11.      We note your non-IFRS financial measure, EBITDA, includes adjustments
for items other
         than those typically included in EBITDA. Revise your disclosure to
label your non-IFRS
         measure as Adjusted EBITDA.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 185

12.      We note your statement that the historical financial information for
Gesher for the year
         ended December 31, 2021 is derived from the combination of Gesher   s
historical financial
         information for the period from February 23, 2021 (inception) through
September 30,
         2021 and the interim period ended December 31, 2021. Please disclose
the adjustments
         made to the Gesher historical financial statements to arrive at the
historical amounts
         presented in the pro forma financial information, either in separate
pro forma financial
         statements or in the notes to the pro forma financial information.
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
190

13.      Please revise to present the Gesher historical information and the
Gesher IFRS
         Conversion and Presentation Alignment columns side-by-side and provide
a column
         showing Gesher Pro Forma as Adjusted before the Transaction Accounting
Adjustments.
 Zvi Schreiber
FirstName  LastNameZvi Schreiber
Freightos Ltd
Comapany
October    NameFreightos Ltd
        6, 2022
October
Page 5 6, 2022 Page 5
FirstName LastName
Unaudited Pro Forma Condensed Combined Statements of Operations, page 192

14.      Please revise to present the historical financial statement
information for 9T Technologies
         and Clearit in separate columns or provide the separate financial
information for each
         business and show the combination of those amounts in the notes to
your pro forma
         financial information. Please also ensure that you disclose the
amounts of the adjustments
         separately for each acquired business either in different columns or
in the notes to your
         pro forma financial information.
Unaudited Historical Comparative and Pro Forma Combined Comparative Per Share
Data of
Gesher and Freightos, page 199

15.      Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing a range of redemption scenarios, including minimum, maximum
and interim
         redemption levels. Please also provide disclosure of the impact of
each significant source
         of dilution, including the amount of equity held by founders,
convertible securities,
         including warrants retained by redeeming shareholders, at each of the
redemption levels
         detailed in your sensitivity analysis, including any needed
assumptions. Also include
         disclosure regarding your underwriting fees on a percentage basis for
shares at each
         redemption level presented in your sensitivity analysis related to
dilution. It appears that
         underwriting fees remain constant and are not adjusted based on
redemptions.
Certain Material U.S. Federal Income Tax Considerations, page 216

16.      We note that you indicate that there are significant legal and factual
uncertainties
         concerning the application of the requirement in Section 368(a) of the
Code that the
         acquiring corporation must continue, either directly or indirectly
through certain related
         entities, either a significant line of the acquired corporation   s
historic business or use a
         significant portion of the acquired corporation   s historic business
assets in a business.
         Please revise to describe what those significant legal and factual
uncertainties are.
17.      We note your disclosure on page 218 indicating that certain additional
transactions
         are part of a plan that qualifies for tax-deferred treatment as an
exchange described in
         Section 351 of the Code. Please revise your discussion of material
U.S. federal income tax
         consequences here to address the intended tax treatment. Further, to
support your
         conclusion about the intended tax treatment, please include an opinion
of counsel
         supporting such a conclusion. If there is uncertainty regarding the
tax treatment of the
         business combination, counsel   s opinion should discuss the degree of
uncertainty.
18.      You disclose at page 218 that the parties to the Business Combination
Agreement intend
         for the Business Combination to qualify as a    reorganization
within the meaning of
         Section 368(a) of the Internal Revenue Code of 1986, as amended, and
that if the Business
         Combination qualifies as a reorganization, U.S. Holders will generally
not recognize gain
         or loss as a result of the Business Combination. Please revise to
clarify the tax
 Zvi Schreiber
FirstName  LastNameZvi Schreiber
Freightos Ltd
Comapany
October    NameFreightos Ltd
        6, 2022
October
Page 6 6, 2022 Page 6
FirstName LastName
         consequences of the transaction. Refer to Item 4(a)(6) of Form F-4.
Additionally, you
         indicate on the Exhibits Index that an opinion will be provided from
tax counsel. Please
         clarify to us if exhibit 8.1 is intended to be a short-form opinion.
If it is intended to be a
         short-form opinion, please clarify in the prospectus and exhibit to
state clearly that the
         disclosure in the tax considerations section of the prospectus is the
opinion of the named
         counsel.
Experts, page 253

19.      Please disclose the information required by Item 7.C. of Form 20-F
regarding reliance on
         the experts who performed the audits of the financial statements of 9T
Technologies LLC
         and Clearit Customs Services, Inc.
General, page F-1

20.      Please update the financial statements and other financial information
included in the
         filing in accordance with Item 8A of Form 20-F.
21.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination should the transaction be
subject to review by a
         U.S. government entity, such as the Committee on Foreign Investment in
the United
         States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for
         government review of the transaction or a decision to prohibit the
transaction could
         prevent you from completing an initial business combination and
require you to liquidate.
         Disclose the consequences of liquidation to investors, such as the
losses of the investment
         opportunity in a target company, any price appreciation in the
combined company, and the
         warrants, which would expire worthless.
Consolidated Financial Statements of Freightos Limited
Note 16: - Equity, page F-36

22.      Revise to disclose the conversion terms applicable to each of your
various classes of
         preferred shares.
Note 24: - Events After The Reporting Date, page F-44

23.      It appears Clearit Customs Services, Inc. (Clearit) was significant
enough to trigger the
         requirement to provide the historical financial statements required by
Rule 3-05 of
         Regulation S-X. Additionally, we note you disclose on page 186 that
Clearit   s financial
         statements are included in the proxy statement/prospectus. However, we
were unable to
         locate such financial statements in the filing. Please revise to
provide the financial
 Zvi Schreiber
Freightos Ltd
October 6, 2022
Page 7
      statements of Clearit.
        You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or
Robert
Babula, Staff Accountant, at 202-551-3339 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja Majmudar, Staff
Attorney, at 202-
551-3844 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any
other
questions.



                                                           Sincerely,
FirstName LastNameZvi Schreiber
                                                           Division of
Corporation Finance
Comapany NameFreightos Ltd
                                                           Office of Energy &
Transportation
October 6, 2022 Page 7
cc:       Stephen Alicanti
FirstName LastName
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