Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269911
PROSPECTUS SUPPLEMENT NO. 1
(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 updates, amends, and supplements the prospectus dated September 22, 2023 (the “Prospectus”), which forms a part of our Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (Registration No. 333-269911). Capitalized terms used in this Prospectus Supplement No. 1 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 on Form 6-K filed with the Securities and Exchange Commission on October 18, 2023 (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 October 17, 2023, the last reported sales price of the Freightos Ordinary Shares was $2.32 per share, and on October 17, 2023, the last reported sales price of the Freightos Warrants was $0.052 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 “Summary of the Prospectus — Emerging Growth Company” and “Summary of the Prospectus — 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 October 18, 2023.
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 October 2023
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 |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
FREIGHTOS LIMITED
FORM 6-K
Freightos Limited (the “Company”) is furnishing under the cover of Form 6-K the following:
Press Release
| Exhibit 99.1 | Press release, dated October 18, 2023, entitled “Freightos Announces Record Transactions for Third Quarter of 2023 and Date of Third Quarter Earnings Release”. |
Incorporation by Reference
The information in this report on Form 6-K is 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: October 18, 2023 | ||
| /s/ Michael Oberlander | ||
| Name: | Michael Oberlander | |
| Title: | General Counsel | |
 |
Freightos Announces Record Transactions for Third Quarter of 2023 and Date of Third Quarter Earnings Release
October 18, 2023 – Jerusalem /PRNewswire/ - Freightos Limited (NASDAQ: CRGO), a leading, vendor-neutral booking and payment platform for the international freight industry, today reported Q3 2023 Key Performance Indicators.
Actuals | Management’s | ||||||
| Q3 2023 | Q3 2023 | ||||||
| #Transactions (‘000) | 269.2 | 243.5-259.5 | |||||
| Year over Year Growth | 40% | ||||||
| GBV ($m) | $160.7 | $146.5 - $156.5 | |||||
| Year over Year Growth | 1% | ||||||
The third quarter of 2023 was the 15th consecutive quarter of record transactions booked on Freightos’ platform, with 269 thousand transactions, up 40% from Q3 2022 and 12% from Q2 2023 and exceeding management expectations. Freightos’ growth in #Transactions continues to significantly outperform the overall industry, reflecting the strong value proposition of its digital platform that allows real-time global freight-rate comparison, booking, and shipment management, and thus promoting efficiency and transparency.
Gross Booking Value (GBV) also exceeded management expectations, increasing 1% year-on-year as strong #Transactions growth exceeded the reduced freight rates in the market.
#Transactions growth was supported by approximately 16% year on year growth in Unique buyer users, reaching 17,312. The number of air and ocean carriers selling on the platform increased to 39, compared to 32 in Q3 2022.
Q3 2023 Earnings Call
Financial results for the third quarter of 2023 and outlook for the fourth quarter will be reported before the markets open on November 21, 2023. Information about Freightos’ financial results, including a link to the live webcast, will be available on Freightos’ investor relations website at https://www.freightos.com/investor-news/.
Freightos’ management will host a webcast and conference call to discuss the results that morning at 8:30 a.m. EST.
To participate in the call, please register at the following link:
https://freightos.zoom.us/webinar/register/WN_vt-BkyB0Qw6Qhj0g32vKUg#/registration
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 will be available on Freightos’ Investor Relations website following the call, as well as the call’s transcript.
Definitions
Carriers: Number of unique air and ocean carriers who have been sellers of transactions. For airlines, we count the booking carrier, which includes 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 carries when more than five bookings were placed with them over the course of a quarter.
GBV: 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.
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.
#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 include 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.
Certain amounts, percentages and other figures included in this press release have been subject to rounding adjustments and therefore may not sum.
Contacts
Media:
Tali Aronsky
press@freightos.com
Investors:
ir@freightos.com
About Freightos
Freightos® (NASDAQ: CRGO) 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. Freightos is a Nasdaq-listed company trading under Nasdaq:CRGO. Incorporated in the Cayman Islands with offices around the world, More information is available at freightos.com/investors.