Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269911
PROSPECTUS SUPPLEMENT NO. 5
(to Prospectus dated September 22, 2023)
FREIGHTOS LIMITED
UP TO 14,850,000 ORDINARY SHARES
UP TO 40,639,421 ORDINARY SHARES BY THE SELLING SECURITYHOLDERS
UP TO 8,550,549 WARRANTS BY THE SELLING SECURITYHOLDERS
This Prospectus Supplement
No. 5 updates, amends, and supplements the prospectus dated September 22, 2023 (as amended and supplemented, the “Prospectus”),
which forms a part of our Post-Effective Amendment No. 1 to Registration Statement on Form F-1, as amended (Registration No. 333-269911).
Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement
is being filed to update, amend, and supplement the information in the Prospectus with the information contained in our Report of Foreign
Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on February 26, 2024 (the “Report”).
Accordingly, we have attached the Report to this prospectus supplement.
This prospectus supplement
is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered
with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement
updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future
reference.
The Freightos Ordinary Shares
and Freightos Warrants are listed on The Nasdaq Stock Market LLC under the symbols “CRGO” and “CRGOW,” respectively.
On February 23, 2024, the last reported sales price of the Freightos Ordinary Shares was $2.91 per share, and on February 23,
2024, the last reported sales price of the Freightos Warrants was $0.13 per warrant.
We are both an “emerging
growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a “foreign private issuer”
as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company disclosure
and reporting requirements. See “Prospectus Summary — Emerging Growth Company” and “Prospectus Summary
— Foreign Private Issuer” in the Prospectus for additional information.
Investing in our securities
involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
beginning on page 13 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy
or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 26,
2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-41604
Freightos Limited
(Translation of registrant's name into English)
Technology Park Building 2
1 Derech Agudat Sport HaPo’el
Jerusalem, Israel 9695102
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
CONTENTS
Quarterly Results of Operations
On February 26, 2024,
Freightos Limited (the “Company”) announced financial results for the fourth quarter of, and full year, 2023 and
provided information regarding its expectations for certain key performance indicators for the first quarter of, and full year,
2024. A copy of the press release containing that announcement is furnished as Exhibit 99.1 to this Report of Foreign Private
Issuer on Form 6-K (this “Form 6-K”).
Exhibits.
Incorporation by Reference
The unaudited consolidated balance sheets, unaudited consolidated statements
of operations, unaudited consolidated statements of cash flows, reconciliation of IFRS gross profit to non-IFRS gross profit, reconciliation
of IFRS operating loss to adjusted EBITDA, and reconciliation of IFRS loss to non-IFRS loss and loss per share contained in the press
release attached as Exhibit 99.1 to this report on Form 6-K are hereby incorporated by reference into the Company’s registration
statement on Form S-8 (File No. 333-270303), to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
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, thereunto duly authorized.
| |
FREIGHTOS LIMITED |
| |
|
| Date: February 26, 2024 |
|
| |
/s/ Michael Oberlander |
| |
Name: |
Michael Oberlander |
| |
Title: |
General Counsel |
Exhibit 99.1
Freightos Reports
Fourth Quarter and Full-Year Results with Substantial Transaction Growth and Strong Financial Position
● Full-year
#Transactions growth of 53% showcases robust marketplace expansion
● Year-end
cash balance of $52 million secures foundation for future growth and innovation
● Exceeded
or met expectations across all key performance indicators for the quarter and the year
February 26, 2024 – Jerusalem /PRNewswire/ - Freightos Limited
(NASDAQ: CRGO), a leading vendor-neutral digital booking and payment platform for the international freight industry, today reported financial
results for the quarter and year ended December 31, 2023.
“As we reflect on our first year as a public company - a year
marked by significant challenges for the freight industry - Freightos not only demonstrated remarkable resilience, but also achieved a
significant milestone in the growth of our platform, powering over a million transactions in 2023. This pivotal year has solidified our
position as a leading platform for international freight, highlighting how our relentless drive to digitalize the industry delivers exceptional
value to our customers. I want to take this opportunity to thank our talented team, which is focused on continually advancing our offerings
to streamline operations for our carrier, forwarder and importer or exporter customers,” said Zvi Schreiber, CEO of Freightos. “Celebrating
one year of public company transparency and accountability, Freightos is more dedicated than ever to our mission of delivering smoother
shipping to improve trade between the people of the world.”
“The past year has shown solid growth and solid progress towards
profitability, illustrating our strategic balance between fostering growth and managing costs, while maintaining a healthy financial position,”
said Ran Shalev, CFO of Freightos. “As we enter 2024, we aim to efficiently scale transactions and revenue, while further reducing
our cash burn. Our long-term financial strategy is about establishing our platform as a standard in the digital international freight
market.”
Fourth Quarter 2023 financial highlights
| ● | Revenue of $5.3 million for the fourth quarter of 2023, an increase of 8% compared to the fourth quarter of 2022. |
| ● | IFRS Gross Margin of 62.2%, up from 59.2% in the fourth quarter of 2022. Non-IFRS Gross Margin of 70.0%, up from 65.8% for the fourth
quarter of 2022. |
| ● | IFRS operating loss of $4.6 million, compared to $8.9 million for the fourth quarter of 2022. |
| ● | Adjusted EBITDA of negative $3.8 million, compared to negative $4.4 million for the fourth quarter of 2022. |
Full Year 2023 financial highlights
| ● | Revenue of $20.3 million for the full year 2023, an increase of 6% compared to 2022. |
| ● | IFRS Gross Margin of 58.2% in 2023, compared with 58.8% in 2022. Non-IFRS Gross Margin of 67.4%, up from 65.2% in 2022. |
| ● | IFRS operating loss of $77.8 million, including a one-time non-cash $46.7 million share listing expense, compared to $24.3 million
for 2022. |
| ● | Adjusted EBITDA of negative $19.0 million, compared to negative $14.6 million for 2022. |
| ● | Cash and cash equivalents and short term deposits and investments balance at the end of December 2023 of $51.7 million. |
Recent business highlights
| ● | #Transactions Growth: Freightos achieved a record 287 thousand Transactions in the fourth quarter of 2023, up 36% year over
year, concluding the year with 1 million and 25 thousand Transactions. This was a significant outperformance compared to overall international
freight market volumes, which remained modest. Both global air cargo volumes based on IATA data and global ocean container shipping volumes
according to Container Trades Statistics were up only 7% from the fourth quarter of 2022.. |
| ● | Gross Booking Value Growth: Gross Booking Value (GBV) was $187.5 million in the fourth quarter, up 10% compared to the fourth
quarter of 2022, reflecting strong Transactions growth, offset, in part, by lower average freight prices. While disruption to shipping
in the Red Sea did drive a rate increase, this only came in the final days of the year. |
| ● | Unique Buyer Users: The number of unique buyer users digitally booking freight services across the Freightos Platform grew
by 12% compared to the fourth quarter of 2022, reaching 17.6 thousand. |
| ● | Revenue Growth: Revenue of $5.3 million continues to reflect strong growth of air cargo digital bookings, as well as solid
growth in revenues generated by forwarders’ software solutions and by Freightos Terminal, the Company’s global air and ocean
freight market intelligence solution. Total Platform revenue in the fourth quarter was $1.9 million, up 1% from the fourth quarter of
2022, and Solutions revenue was $3.4 million, up 13% year over year. |
| ● | Carrier Growth: The number of carriers selling on the Platform, primarily on WebCargo, increased to 45 as of the end of the
fourth quarter of 2023. Among these carriers are Japan Airlines and a leading North American airline. Additional new airlines signed to
join the WebCargo platform in the fourth quarter, including two top-20 air cargo carriers. In addition, the Company signed its largest
SaaS contract ever with another top-20 carrier that relies on Freightos for its cargo portal. |
In addition, the Company signed its largest SaaS contract ever with another top-20 carrier that relies on Freightos for its cargo portal.
Financial outlook
| | |
Management Expectations | |
| | |
Q1 2024 | |
| FY 2024 | |
| # Transactions | |
280,500 - 288,000 | |
| 1,286,500 - 1,376,000 | |
| Year over Year Growth | |
22% - 26% | |
| 26% - 34% | |
| GBV ($m) | |
$ 168.0 - $ 172.5 | |
| $ 788.9 - $ 844.1 | |
| Year over Year Growth | |
(0)% - 2% | |
| 17% - 26% | |
| Revenue ($m) | |
$ 5.2 - $ 5.3 | |
| $ 22.4 - $ 24.0 | |
| Year over Year Growth | |
8% - 10% | |
| 11% - 18% | |
| Adjusted EBITDA ($m) | |
$ (4.2) - $ (3.9) | |
| $ (15.3) - $ (13.8) | |
This outlook assumes freight price levels and freight volumes as
of January 31, 2024
Earnings Webcast
Freightos’ management will host a webcast and conference call
to discuss the results today, February 26, 2024 at 8:30 a.m. EST. The call will include presentation of a general model for
long term growth during 2025-2030, as well as an analysis of the current freight market using Freightos Terminal data.
To participate in the call, please register at the following link:
https://freightos.zoom.us/webinar/register/WN_2GO5J16IQNiw3KBf9-Befw
Following registration, you will be sent the link to the conference
call which is accessible either via the Zoom app, or alternatively from a dial-in telephone number.
Questions may be submitted in advance to ir@freightos.com or via Zoom
during the call.
A replay of the webcast, as well as the conference call transcript,
will be available on Freightos’ Investor Relations website following the call.
Forward-Looking Statements
This press release includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements, which include the financial outlook of Freightos, are based on various assumptions,
whether or not identified in this press release, and on the current expectations of Freightos, and are not predictions of actual performance.
These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Freightos. These forward-looking statements
are subject to a number of risks and uncertainties, including the ongoing military conflict in the Middle East; Freightos’ ability
to effectively execute its previously announced operational efficiency and cost reduction plan without undue disruption to its business;
competition and the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters
and retain its management and key employees; changes in applicable laws or regulations; any downturn or volatility in economic conditions
whether related to inflation, armed conflict or otherwise; changes in the competitive environment affecting Freightos or its users, including
Freightos’ ability to introduce new products or technologies; risks to Freightos’ ability to protect its intellectual property
and avoid infringement by others, or claims of infringement against Freightos; and those additional factors discussed under the heading
“Risk Factors” in Freightos’ annual report on Form 20-F filed with the SEC on March 30, 2023, and any other
risk factors Freightos includes in any subsequent reports of foreign private issuer on Form 6-K furnished to the SEC. If any of these
risks materializes or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks of which Freightos is not aware presently or that Freightos currently believes are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect Freightos’ expectations, plans or forecasts of future events and views as of the date of this press release. Freightos anticipates
that subsequent events and developments will cause Freightos’ assessments to change. However, while Freightos may elect to update
these forward-looking statements at some point in the future, Freightos specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing Freightos’ assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Financial Information; Non-IFRS Financial
Measures
While certain financial figures included in this press release have
been computed in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board, this press release does not contain sufficient information to constitute an interim financial report as defined in International
Accounting Standards 34, “Interim Financial Reporting” nor a financial statement as defined by International Accounting Standards
1 “Presentation of Financial Statements”. Not all of the financial information in this press release has been audited.
This press release includes certain financial measures not presented
in accordance with generally accepted accounting principles of the IFRS including, but not limited to, Adjusted EBITDA. These non-IFRS
measures differ from the most directly comparable measures determined under IFRS. For the historical non-IFRS results included herein,
we have provided tables at the end of this press release providing a reconciliation of those results to our results achieved under the
most directly comparable IFRS measures. For the forward-looking non-IFRS data included under “Financial outlook”, we have
not included such a reconciliation, because the reconciliation of forward-looking data cannot be prepared without unreasonable effort.
Our results and forecasts expressed as non-IFRS measures should not be considered in isolation or as an alternative to revenue, net income,
cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that the presentation
of these measures may not be comparable to similarly-titled measures used by other companies. Freightos believes that Adjusted EBITDA
and other non-IFRS measures provide useful information to investors and others in understanding and evaluating Freightos’ operating
results because they provide supplemental measures of our core operating performance and offer consistency and comparability with both
our own past financial performance and with corresponding financial information provided by peer companies. Certain monetary amounts,
percentages and other figures included in this press release have been subject to rounding adjustments, and therefore may not sum due
to rounding.
Definitions
| ● | Carriers: Number of unique air and ocean carriers who have been sellers of transactions. For airlines, we count booking carriers,
which include separate airlines within the same carrier group. We do not count dozens of other airlines that operate individual segments
of air cargo transactions, as we do not have a direct booking relationship with them. Carriers include ocean less-than-container load
(LCL) consolidators. In addition, we only count carriers when more than five bookings were placed with them over the course of a quarter. |
| ● | Unique buyer users: Unique buyer users represent the number of individual users placing bookings, typically counted based on
unique email logins. The number of buyers, which counts unique customer businesses, does not reflect the fact that some buyers are large
multinational organizations while others are small or midsize businesses. Therefore, we find it more useful to monitor the number of unique
buyer users than the number of buyer businesses. |
| ● | GBV: GBV represents the total value of transactions on the Freightos platform, which is the monetary value of freight and related
services contracted between buyers and sellers on the Freightos platform, plus related fees charged to buyers and sellers, and pass-through
payments such as duties. GBV is converted to U.S. dollars at the time of each transaction on the Freightos platform. This metric may be
similar to what others call gross merchandise value (GMV) or gross services volume (GSV). We believe that this metric reflects the scale
of the Freightos platform and our opportunities to generate platform revenue. |
| ● | #Transactions: Number of bookings for freight services, and related services, placed by buyers across the Freightos platform
with third-party sellers and with Clearit. Beginning in the third quarter of 2022, #Transactions includes trucking bookings, which were
added to the Freightos platform following the acquisition of 7LFreight. The number of transactions booked on the Freightos platform in
any given time period is net of transactions canceled during the same time period. |
| ● | Adjusted EBITDA: Adjusted EBITDA represents net loss before income taxes, finance income, finance expense, share-based compensation
expense, depreciation and amortization, changes in the fair value of contingent consideration, operating expense settled by issuance of
shares, redomicile costs, share listing expense, change in fair value of warrants, transaction-related costs, non-recurring expenses associated
with the business combination with Gesher I Acquisition Corp and reorganization expenses. |
| ● | Platform revenue: Platform revenue reflects fees charged to buyers and sellers in relation to transactions executed on the
Freightos platform. For bookings conducted by importers/exporters, our fees are typically structured as a percentage of booking value,
depending on the mode and nature of the service. When freight forwarders book with carriers, the sellers often pay a pre-negotiated flat
fee per transaction. When sellers transact with a buyer who is a new customer to the seller, we may charge a percentage of the booking
value as a fee. |
| ● | Solutions revenue: Solutions revenue is primarily subscription-based SaaS and data. It is typically priced per user or per
site, per time period, with larger customers such as multinational freight forwarders often negotiating flat, all- inclusive subscriptions.
Revenue from our Solutions segment includes certain non-recurring revenue from services ancillary to our SaaS products, such as engineering,
customization, configuration and go-live fees, and data services for digitizing offline data. |
Contacts
Media:
Tali Aronsky
press@freightos.com
Investors:
Anat Earon-Heilborn
ir@freightos.com
About Freightos Limited
Freightos® operates a leading, vendor-neutral booking
and payment platform for international freight. Freightos’ platform supports supply chain efficiency and agility by enabling real-time
procurement of ocean and air shipping across more than ten thousand importers/exporters, thousands of forwarders, and dozens of airlines
and ocean carriers.
Freightos.com is a premier digital international freight marketplace
for importers and exporters for instant pricing, booking, and shipment management. Thousands of SMBs and enterprises have sourced shipping
services via Freightos across dozens of logistics service providers.
WebCargo® by Freightos is a leading global freight platform
connecting carriers and forwarders. In particular, it is the largest air cargo eBooking platform, enabling simple and efficient freight
pricing and booking between thousands of freight forwarders, including the top twenty global freight forwarders, and hundreds of airlines,
ocean liners and trucking carriers. Airlines on the platform represent over a third of global air cargo capacity. WebCargo also offers
software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales.
Freightos Data calculates the Freightos Baltic Index, the industry’s
key daily benchmark of container shipping prices, the Freightos Air Index, as well as other market intelligence products that improve
supply chain decision-making, planning, and pricing transparency.
Freightos is a widely recognized logistics
technology leader with a worldwide presence and a broad customer network. Incorporated in the Cayman Islands with offices around the world,
Freightos is a Nasdaq-listed company trading under Nasdaq:CRGO. More information is available at freightos.com/investors.
CONSOLIDATED BALANCE
SHEETS
(In thousands)
| | |
December 31,
2023 | | |
December 31,
2022 | |
| | |
(unaudited) | | |
(audited) | |
| Assets | |
| | |
| |
| Current Assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 20,165 | | |
$ | 6,492 | |
| User funds | |
| 3,553 | | |
| 3,328 | |
| Trade receivables, net | |
| 1,880 | | |
| 1,936 | |
| Short-term bank deposit | |
| 20,000 | | |
| - | |
| Short-term investments | |
| 11,520 | | |
| - | |
| Other receivables and prepaid expenses | |
| 2,598 | | |
| 1,215 | |
| | |
| 59,716 | | |
| 12,971 | |
| | |
| | | |
| | |
| Non-current Assets: | |
| | | |
| | |
| Property and equipment, net | |
| 583 | | |
| 767 | |
| Right-of-use assets, net | |
| 1,577 | | |
| 1,384 | |
| Intangible assets, net | |
| 7,607 | | |
| 9,465 | |
| Goodwill | |
| 15,628 | | |
| 15,628 | |
| Deferred taxes | |
| 969 | | |
| 573 | |
| Other long-term assets | |
| 1,605 | | |
| 1,018 | |
| | |
| 27,969 | | |
| 28,835 | |
| | |
| | | |
| | |
| Total assets | |
$ | 87,685 | | |
$ | 41,806 | |
| | |
| | | |
| | |
| Liabilities and Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Short-term bank loan and credit | |
$ | - | | |
$ | 2,505 | |
| Trade payables | |
| 3,113 | | |
| 3,234 | |
| User accounts | |
| 3,553 | | |
| 3,328 | |
| Current maturity of lease liabilities | |
| 587 | | |
| 613 | |
| Accrued expenses and other payables | |
| 4,931 | | |
| 7,400 | |
| | |
| 12,184 | | |
| 17,080 | |
| | |
| | | |
| | |
| Long Term Liabilities: | |
| | | |
| | |
| Lease liabilities | |
| 712 | | |
| 395 | |
| Employee benefit liabilities, net | |
| 1,256 | | |
| 1,294 | |
| Warrants liability | |
| 1,485 | | |
| - | |
| Other long-term liabilities | |
| 6 | | |
| 1,377 | |
| | |
| 3,459 | | |
| 3,066 | |
| | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Share capital | |
| * | ) | |
| * | ) |
| Share premium | |
| 256,194 | | |
| 140,229 | |
| Reserve from remeasurement of defined benefit plans | |
| 27 | | |
| 137 | |
| Accumulated deficit | |
| (184,179 | ) | |
| (118,706 | ) |
| Total equity | |
| 72,042 | | |
| 21,660 | |
| | |
| | | |
| | |
| Total liabilities and equity | |
$ | 87,685 | | |
$ | 41,806 | |
*) Represents an amount lower than $1.
CONSOLIDATED STATEMENTS
OF OPERATIONS
(in thousands, except share and per share data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | | |
(audited) | |
| Revenue | |
$ | 5,258 | | |
$ | 4,849 | | |
$ | 20,281 | | |
$ | 19,085 | |
| Cost of revenue | |
| 1,986 | | |
| 1,978 | | |
| 8,479 | | |
| 7,859 | |
| Gross profit | |
| 3,272 | | |
| 2,871 | | |
| 11,802 | | |
| 11,226 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,501 | | |
| 2,572 | | |
| 11,507 | | |
| 10,217 | |
| Selling and marketing | |
| 3,359 | | |
| 5,411 | | |
| 14,384 | | |
| 12,749 | |
| General and administrative | |
| 2,054 | | |
| 2,448 | | |
| 12,407 | | |
| 9,645 | |
| Reorganization | |
| - | | |
| - | | |
| 884 | | |
| - | |
| Transaction-related costs | |
| - | | |
| 1,334 | | |
| 3,703 | | |
| 2,887 | |
| Share listing expense (1) | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Total operating expenses | |
| 7,914 | | |
| 11,765 | | |
| 89,602 | | |
| 35,498 | |
| Operating loss | |
| (4,642 | ) | |
| (8,894 | ) | |
| (77,800 | ) | |
| (24,272 | ) |
| Change in fair value of warrants | |
| 459 | | |
| - | | |
| 9,440 | | |
| - | |
| Finance income | |
| 822 | | |
| 73 | | |
| 3,189 | | |
| 194 | |
| Finance expenses | |
| (100 | ) | |
| (194 | ) | |
| (387 | ) | |
| (454 | ) |
| Financing income (expenses), net | |
| 722 | | |
| (121 | ) | |
| 2,802 | | |
| (260 | ) |
| Loss before taxes on income | |
| (3,461 | ) | |
| (9,015 | ) | |
| (65,558 | ) | |
| (24,532 | ) |
| Income taxes (tax benefit) | |
| (146 | ) | |
| 78 | | |
| (85 | ) | |
| 169 | |
| Loss | |
$ | (3,315 | ) | |
$ | (9,093 | ) | |
$ | (65,473 | ) | |
$ | (24,701 | ) |
| Other comprehensive income (net of tax effect): | |
| | | |
| | | |
| | | |
| | |
| Remeasurement gain (loss) from defined benefit plans | |
| (110 | ) | |
| 44 | | |
| (110 | ) | |
| 269 | |
| Total components that will not be reclassified subsequently to profit or loss | |
| (110 | ) | |
| 44 | | |
| (110 | ) | |
| 269 | |
| Total comprehensive loss | |
$ | (3,425 | ) | |
$ | (9,049 | ) | |
$ | (65,583 | ) | |
$ | (24,432 | ) |
| Basic and diluted loss per Ordinary share | |
$ | (0.07 | ) | |
$ | (1.40 | ) | |
$ | (1.47 | ) | |
$ | (4.25 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | |
| 47,787,112 | | |
| 8,180,483 | | |
| 44,907,105 | | |
| 7,930,928 | |
| (1) | Represents non-recurring, non-cash share-based listing expense incurred in connection with the business
combination with Gesher I Acquisition Corp. |
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in thousands)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | | |
(audited) | |
| Cash flows from operating activities: | |
| | | |
| | | |
| | | |
| | |
| Loss | |
$ | (3,315 | ) | |
$ | (9,093 | ) | |
$ | (65,473 | ) | |
$ | (24,701 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Adjustments to profit or loss items: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 710 | | |
| 644 | | |
| 2,791 | | |
| 2,413 | |
| Operating expense settled by issuance of shares | |
| 136 | | |
| 2,621 | | |
| 320 | | |
| 2,621 | |
| Share listing expense | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Change in fair value of warrants | |
| (459 | ) | |
| - | | |
| (9,440 | ) | |
| - | |
| Changes in the fair value of contingent consideration | |
| (924 | ) | |
| (812 | ) | |
| (1,718 | ) | |
| (1,037 | ) |
| Share-based compensation | |
| 923 | | |
| 539 | | |
| 5,426 | | |
| 1,906 | |
| Finance expenses (income), net | |
| (739 | ) | |
| (1 | ) | |
| (2,667 | ) | |
| 362 | |
| Income taxes (tax benefit) | |
| (146 | ) | |
| 78 | | |
| (85 | ) | |
| 169 | |
| | |
| (499 | ) | |
| 3,069 | | |
| 41,344 | | |
| 6,434 | |
| Changes in asset and liability items: | |
| | | |
| | | |
| | | |
| | |
| Decrease (increase) in user funds | |
| 1,187 | | |
| 2,604 | | |
| (209 | ) | |
| 5,841 | |
| Increase (decrease) in user accounts | |
| (1,187 | ) | |
| (2,604 | ) | |
| 209 | | |
| (5,841 | ) |
| Decrease (increase) in other receivables and prepaid expenses | |
| 427 | | |
| 150 | | |
| 91 | | |
| (142 | ) |
| Decrease in trade receivables | |
| 480 | | |
| 317 | | |
| 143 | | |
| 58 | |
| Increase (decrease) in trade payables | |
| (240 | ) | |
| 104 | | |
| (176 | ) | |
| 1,783 | |
| Increase (decrease) in accrued severance pay, net | |
| 76 | | |
| 109 | | |
| (140 | ) | |
| 187 | |
| Increase other long-term assets | |
| - | | |
| (5 | ) | |
| - | | |
| (5 | ) |
| Increase (decrease) in accrued expenses and other payables | |
| (315 | ) | |
| 253 | | |
| (3,711 | ) | |
| 1,807 | |
| | |
| 428 | | |
| 928 | | |
| (3,793 | ) | |
| 3,688 | |
| Cash received (paid) during the year for: | |
| | | |
| | | |
| | | |
| | |
| Interest received (paid), net | |
| 733 | | |
| (18 | ) | |
| 1,256 | | |
| (162 | ) |
| Taxes paid, net | |
| (339 | ) | |
| (58 | ) | |
| (430 | ) | |
| (167 | ) |
| | |
| 394 | | |
| (76 | ) | |
| 826 | | |
| (329 | ) |
| Net cash used in operating activities | |
| (2,992 | ) | |
| (5,172 | ) | |
| (27,096 | ) | |
| (14,908 | ) |
| Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
| Purchase of property and equipment | |
| (6 | ) | |
| (38 | ) | |
| (80 | ) | |
| (251 | ) |
| Proceeds from sale of property and equipment | |
| - | | |
| 4 | | |
| 8 | | |
| 5 | |
| Acquisition of a subsidiary, net of cash acquired (a) | |
| - | | |
| - | | |
| - | | |
| (4,183 | ) |
| Payment of payables for previous acquisition of a subsidiary | |
| (75 | ) | |
| - | | |
| (211 | ) | |
| (156 | ) |
| Proceeds from receivables for previous acquisition of a subsidiary | |
| - | | |
| 163 | | |
| - | | |
| 163 | |
| Investment in long-term assets | |
| - | | |
| - | | |
| (374 | ) | |
| (353 | ) |
| Withdrawal of a deposit | |
| 15 | | |
| 141 | | |
| 16 | | |
| - | |
| Withdrawal of (investment in) short term investments, net | |
| 18,150 | | |
| - | | |
| (11,520 | ) | |
| - | |
| Investment in short-term bank deposit | |
| - | | |
| (200 | ) | |
| (20,000 | ) | |
| (200 | ) |
| Net cash provided by (used in) investing activities | |
| 18,084 | | |
| 70 | | |
| (32,161 | ) | |
| (4,975 | ) |
| Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
| Proceeds from the issuance of share capital and warrants net of transaction costs | |
| - | | |
| - | | |
| 76,044 | | |
| - | |
| Repayment of lease liabilities | |
| (176 | ) | |
| (240 | ) | |
| (549 | ) | |
| (688 | ) |
| Receipt from a bank loan and credit | |
| - | | |
| 2,505 | | |
| - | | |
| 2,505 | |
| Repayment of short-term bank loan and credit | |
| - | | |
| - | | |
| (2,504 | ) | |
| - | |
| Exercise of options | |
| 135 | | |
| 20 | | |
| 186 | | |
| 73 | |
| Net cash provided by (used in) financing activities | |
| (41 | ) | |
| 2,285 | | |
| 73,177 | | |
| 1,890 | |
| Exchange differences on balances of cash and cash equivalents | |
| 38 | | |
| (44 | ) | |
| (247 | ) | |
| (594 | ) |
| Increase (decrease) in cash and cash equivalents | |
| 15,089 | | |
| (2,861 | ) | |
| 13,673 | | |
| (18,587 | ) |
| Cash and cash equivalents at the beginning of the period | |
| 5,076 | | |
| 9,353 | | |
| 6,492 | | |
| 25,079 | |
| Cash and cash equivalents at the end of the period | |
$ | 20,165 | | |
$ | 6,492 | | |
$ | 20,165 | | |
$ | 6,492 | |
| (a) Acquisition of an initially consolidated subsidiary: | |
| | | |
| | | |
| | | |
| | |
| Working capital (excluding cash and cash equivalents) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (992 | ) |
| Other receivables | |
| - | | |
| - | | |
| - | | |
| 163 | |
| Property and equipment | |
| - | | |
| - | | |
| - | | |
| 12 | |
| Intangible assets | |
| - | | |
| - | | |
| - | | |
| 5,734 | |
| Goodwill | |
| - | | |
| - | | |
| - | | |
| 7,607 | |
| Shares issued | |
| - | | |
| - | | |
| - | | |
| (6,573 | ) |
| Contingent consideration | |
| - | | |
| - | | |
| - | | |
| (1,768 | ) |
| Acquisition of a subsidiary, net of cash acquired | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 4,183 | |
| (b) Significant non-cash transactions: | |
| | | |
| | | |
| | | |
| | |
| Right-of-use asset recognized with corresponding lease liability | |
$ | 613 | | |
$ | - | | |
$ | 852 | | |
$ | 74 | |
| Issuance of shares for previous acquisition of a subsidiary | |
$ | 58 | | |
$ | - | | |
$ | 171 | | |
$ | - | |
RECONCILIATION OF IFRS TO NON-IFRS GROSS
PROFIT AND GROSS MARGIN
(in thousands, except gross margin data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31 | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS gross profit | |
$ | 3,272 | | |
$ | 2,871 | | |
$ | 11,802 | | |
$ | 11,226 | |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 101 | | |
| 81 | | |
| 692 | | |
| 290 | |
| Depreciation & Amortization | |
| 309 | | |
| 237 | | |
| 1,180 | | |
| 920 | |
| Non-IFRS gross profit | |
$ | 3,682 | | |
$ | 3,189 | | |
$ | 13,674 | | |
$ | 12,436 | |
| IFRS gross margin | |
| 62.2 | % | |
| 59.2 | % | |
| 58.2 | % | |
| 58.8 | % |
| Non-IFRS gross margin | |
| 70.0 | % | |
| 65.8 | % | |
| 67.4 | % | |
| 65.2 | % |
RECONCILIATION OF IFRS OPERATING LOSS
TO ADJUSTED EBITDA
(in thousands)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31 | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | |
| Operating loss | |
$ | (4,642 | ) | |
$ | (8,894 | ) | |
$ | (77,800 | ) | |
$ | (24,272 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 923 | | |
| 539 | | |
| 5,426 | | |
| 1,906 | |
| Depreciation & Amortization | |
| 710 | | |
| 644 | | |
| 2,791 | | |
| 2,413 | |
| Share listing expense | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Non-recurring expenses | |
| - | | |
| - | | |
| 499 | | |
| - | |
| Redomicile costs | |
| - | | |
| 109 | | |
| - | | |
| 734 | |
| Transaction-related costs | |
| - | | |
| 1,334 | | |
| 3,703 | | |
| 2,887 | |
| Changes in the fair value of contingent consideration | |
| (941 | ) | |
| (710 | ) | |
| (1,583 | ) | |
| (935 | ) |
| Reorganization | |
| - | | |
| - | | |
| 884 | | |
| - | |
| Operating expense settled by issuance of shares | |
| 136 | | |
| 2,621 | | |
| 320 | | |
| 2,621 | |
| Adjusted EBITDA | |
$ | (3,814 | ) | |
$ | (4,357 | ) | |
$ | (19,043 | ) | |
$ | (14,646 | ) |
| Adjusted EBITDA margins | |
| -72.5 | % | |
| -89.9 | % | |
| -93.9 | % | |
| -76.7 | % |
RECONCILIATION OF IFRS LOSS TO NON-IFRS
LOSS AND LOSS PER SHARE
(in thousands, except share and per share data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31 | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS loss attributable to ordinary shareholders | |
$ | (3,315 | ) | |
$ | (9,093 | ) | |
$ | (65,473 | ) | |
$ | (24,701 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 923 | | |
| 539 | | |
| 5,426 | | |
| 1,906 | |
| Depreciation & Amortization | |
| 710 | | |
| 644 | | |
| 2,791 | | |
| 2,413 | |
| Share listing expense | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Non-recurring expenses | |
| - | | |
| - | | |
| 499 | | |
| - | |
| Redomicile costs | |
| - | | |
| 109 | | |
| - | | |
| 734 | |
| Transaction-related costs | |
| - | | |
| 1,334 | | |
| 3,703 | | |
| 2,887 | |
| Changes in the fair value of contingent consideration | |
| (924 | ) | |
| (812 | ) | |
| (1,718 | ) | |
| (1,037 | ) |
| Reorganization | |
| - | | |
| - | | |
| 884 | | |
| - | |
| Operating expense settled by issuance of shares | |
| 136 | | |
| 2,621 | | |
| 320 | | |
| 2,621 | |
| Change in fair value of warrants | |
| (459 | ) | |
| - | | |
| (9,440 | ) | |
| - | |
| Non IFRS loss | |
$ | (2,929 | ) | |
$ | (4,658 | ) | |
$ | (16,291 | ) | |
$ | (15,177 | ) |
| Non IFRS basic and diluted loss per Ordinary share | |
$ | (0.06 | ) | |
$ | (0.85 | ) | |
$ | (0.38 | ) | |
$ | (3.05 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | |
| 47,787,112 | | |
| 8,180,483 | | |
| 44,907,105 | | |
| 7,930,928 | |
Freightos (NASDAQ:CRGO)
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From May 2023 to May 2024
