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6-K 1 tm2515538d1_6k.htm FORM 6-K

 

 

 

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 May 2025

 

Commission File Number: 001-41604

 

Freightos Limited

(Translation of registrant's name into English)

 

Planta 10, Avda. Diagonal, 211

Barcelona, Spain 08018

(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:

 

 

 

 

 


 

CONTENTS

 

Quarterly Results of Operations

 

x Form 20-F ¨ Form 40-F On May 20, 2025, the Company announced its financial results for the first quarter of 2025 and provided information concerning its expectations for certain key performance indicators for the second quarter of, and the full year, 2025. 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

 

Exhibit 99.1 Press release, dated May 20, 2025, entitled “Freightos Reports First Quarter 2025 Results”

 

Incorporation by Reference

 

The information in this Form 6-K (including, in Exhibit 99.1 hereto, the data presented in conformity with International Financial Reporting Standards (“IFRS”) and related analysis, but not the non-IFRS data or quotes of members of the Company’s management) is hereby incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-270303) and Form F-3 (File No. 333-280302), to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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: May 20, 2025  
  /s/ Michael Oberlander
  Name: Michael Oberlander
  Title: General Counsel

 

 

 

 

 

EX-99.1 2 tm2515538d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Freightos Reports First Quarter 2025 Results

 

● First Quarter Revenue Increase of 30% Year-Over-Year, Exceeding Management Expectations
● Company Maintains Full-Year Outlook

 

May 20, 2025 - Barcelona /PRNewswire/ - Freightos Limited (NASDAQ: CRGO), the leading vendor-neutral digital booking and payment platform for the international freight industry, today reported its financial results for the quarter ended March 31, 2025.

 

“Freightos delivered another strong quarter of growth as we continue to lead the digital transformation of global freight,” said Zvi Schreiber, CEO of Freightos. “The launch of our comprehensive Freightos Enterprise Suite marks a significant milestone in unifying shipping procurement, booking, and execution processes for large importers and exporters, leveraging our own software combined with software that we acquired in the Shipsta acquisition. While recent tariff announcements have created uncertainty in global trade, our vendor-neutral digital platform has become even more valuable in the volatile environment, helping our customers navigate complexity through digitalization, which enhances visibility and agility.

 

The largest segment of our Platform, airline eBookings, has minimal exposure to China-US trade flows. With the vast majority of international freight still booked offline, we see an immense opportunity for our digital solutions regardless of short-term fluctuations related to changes in trade policy."

 

“We delivered strong first quarter results with revenue growth of 30% year-over-year, exceeding our expectations,” said Pablo Pinillos, CFO of Freightos. “The resilience of our business model gives us confidence to maintain our full-year outlook. We are closely monitoring the evolving macro environment, including trade policy changes, potential freight rate volatility, and broader economic uncertainties. These do create elevated risk, but our strong balance sheet positions us with resilience to navigate these dynamics while continuing to invest in growth opportunities.”

 

First Quarter 2025 Financial Highlights

 

Revenue of $6.9 million for the first quarter of 2025, an increase of 30% compared to $5.4 million in the first quarter of 2024.
IFRS Gross Margin of 66.8%, up from 62.6% in the first quarter of 2024. Non-IFRS Gross Margin of 73.7%, up from 70.3% for the first quarter of 2024.
IFRS loss of $4.5 million, compared to $4.6 million in the first quarter of 2024.
Adjusted EBITDA of negative $3.0 million, compared to negative $3.6 million in the first quarter of 2024.
Cash and cash equivalents amounting to $36.4 million as of the end of March 2025.

 

 


 

Recent Business Highlights

 

Transactions Growth: Freightos achieved a record 370.9 thousand Transactions in the first quarter of 2025, up 25% year over year. This was the 21st consecutive quarter of record Transactions. Growth reflected increased usage across our existing network of carriers, forwarders, and importers/exporters, alongside steady additions of new participants.
Carrier Growth: The number of carriers selling on the platform increased from 67 in the fourth quarter of 2024 to 71 in the first quarter of 2025, reflecting the addition of new specialized cargo operators that broaden coverage across diverse routes.
Unique Buyer Users: The number of Unique buyer users digitally booking freight services across the platform grew by 10% compared to the first quarter of 2024, reaching 19.7 thousand.
Gross Booking Value Growth: Gross Booking Value (GBV) was $276.1 million in the first quarter, up 43% compared to the first quarter of 2024. This growth was supported by higher transaction volumes across the platform, freight rate stability, and larger average transactions in key trade lanes.
Revenue Growth: First quarter revenue of $6.9 million reflected the strongest year-over-year growth in over two years. The main contributors to the growth were the addition of Shipsta and strong organic performance from SaaS solutions and from customs clearance services, on top of continued solid growth of the WebCargo by Freightos platform. Total Platform revenue in the first quarter was $2.3 million, up 23% from the first quarter of 2024, and Solutions revenue was $4.6 million, up 33% year over year.

 

Financial Outlook

 

    Management Expectations
    Q2 2025   FY 2025
Transactions (k)   380 - 385   1,562 - 1,637
Year over Year Growth   20% - 22%   20% - 26%
GBV ($m)   278 - 285   1,142 - 1,195
Year over Year Growth   37% - 40%   28% - 34%
Revenue ($m)   7.0 - 7.1   29.0 - 30.6
Year over Year Growth   23% - 25%   22% - 29%
Adjusted EBITDA ($m)   (2.9) - (2.8)   (10.9) - (10.2)

 

This outlook assumes freight price levels and market freight volumes as of May 2025

 

Further financial details are included as an appendix below.

 

 


 

Earnings Webcast

 

Freightos’ management will host a webcast and conference call to discuss the results today, May 20, 2025, at 8:30 a.m. EST. To participate in the call, please pre-register at the following link:

 

https://freightos.zoom.us/webinar/register/WN_1itS_YpnSZKp9f9S47LO-A

 

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: disruptions to the international freight industry, including those caused by global economic trends and policy changes, such as whether increased tariffs and protectionist trade policies being implemented by the United States and other countries will reduce shipping volume and, hence, number of Transactions, GBV and Platform revenue; Freightos’ ability to successfully integrate the Shipsta business without disruption to its business; the ongoing military conflict in the Middle East, including the impact of disruptive actions by the Houthis in Yemen on the international shipping route that runs through the Red Sea; competition; the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters; the ability to keep pace with rapid technological changes, particularly in artificial intelligence; Freightos’ ability to retain its management and key employees; changes in applicable laws or regulations; any downturn or volatility in economic conditions whether related to reduced international trade, 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 24, 2025, 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”.

 

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. These non-IFRS measures are presented to permit investors and others to more fully understand how management assesses our performance for internal planning and forecasting purposes.

 

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.

 

 


 

Glossary

 

We have provided below a glossary of certain terms used in this press release:

 

Transactions: Number of bookings for freight services, and related services, placed by Buyers across the Freightos platform with third-party sellers and with Clearit. Sellers of Transactions include Carriers (that is, airlines, ocean liners and LCL consolidators) and also other providers of freight services such as trucking companies, freight forwarders, general sales agents, and air master loaders. The number of transactions booked on the Freightos platform in any given time period is net of transactions that were canceled prior to the end of the period. Transactions booked on white label portals hosted by Freightos are included if there is a transactional fee associated with them.
Carriers: Number of unique air and ocean carriers, mostly airlines, that 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: 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: 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.
Adjusted EBITDA: Loss before income taxes, finance income, finance expense, share-based compensation expense, depreciation and amortization operating expense settled by issuance of shares, and change in fair value of warrants.
Platform revenue: 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: 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 or enterprise shippers often negotiating fixed, 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.

 

 


 

About Freightos

 

Freightos® (Nasdaq: CRGO) is the leading vendor-neutral global freight booking platform. Airlines, ocean carriers, thousands of freight forwarders, and well over ten thousand importers and exporters connect on Freightos, making world trade efficient, agile, and resilient.

 

The Freightos platform digitizes the trillion dollar international freight industry, supported by a suite of software solutions that span pricing, quoting, booking, shipment management, and payments for businesses of all shapes and sizes around the globe. Products include Freightos Enterprise for multinational importers and exporters, Freightos Marketplace for small importers and exporters, WebCargo and 7LFreight by WebCargo for freight forwarders, WebCargo for Airlines, and Clearit, a digital customs broker.

 

Freightos is a leading provider of real-time industry data via Freightos Terminal, which includes the world’s leading spot pricing indexes, Freightos Air Index (FAX) for air cargo and Freightos Baltic Index (FBX) for container shipping. Futures of FBX are traded on CME and SGX.

 

More information is available at freightos.com/investors.

 

Contacts

 

Media: 

Tali Aronsky

press@freightos.com

 

Investors: 

Anat Earon-Heilborn

ir@freightos.com

 

 


 

CONSOLIDATED BALANCE SHEETS

 

(in thousands)

 

    March 31,
2025
    December 31,
2024
 
             
    (unaudited)        
Assets            
Current Assets:            
Cash and cash equivalents   $ 36,437     $ 10,118  
User funds     3,346       4,494  
Trade receivables, net     3,821       3,057  
Short-term bank deposit     -       27,153  
Other receivables and prepaid expenses     1,718       1,281  
      45,322       46,103  
                 
Non-current Assets:                
Property and equipment, net     269       420  
Right-of-use assets, net     2,078       1,191  
Intangible assets, net     8,368       8,852  
Goodwill     15,135       15,040  
Deferred taxes     502       536  
Other long-term assets     1,618       1,637  
      27,970       27,676  
                 
Total assets   $ 73,292     $ 73,779  
                 
Liabilities and Equity                
Current liabilities:                
Current maturity of lease liabilities     719       615  
Trade payables     5,653       2,731  
User accounts     3,346       4,494  
Warrants liabilities     2,673       2,450  
Accrued expenses and other short-term liabilities     6,870       7,023  
      19,261       17,313  
                 
Long Term Liabilities:                
Lease liabilities     1,188       339  
Employee benefit liabilities, net     1,303       1,239  
      2,491       1,578  
                 
Equity:                
Share capital     1       *)  
Share premium     262,729       261,769  
Foreign currency translation reserve     (117 )     (307 )
Reserve from remeasurement of defined benefit plans     96       96  
Accumulated deficit     (211,169 )     (206,670 )
Total equity     51,540       54,888  
                 
Total liabilities and equity   $ 73,292     $ 73,779  
                 
*) Represents an amount lower than $1.                

 

 


 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands, except share and per share data)

 

    Three Months Ended  
    March 31,  
    2025     2024  
             
    (unaudited)  
Revenue   $ 6,945     $ 5,355  
Cost of revenue     2,306       2,005  
Gross profit     4,639       3,350  
Operating expenses:                
Research and development     2,883       2,466  
Selling and marketing     3,683       3,562  
General and administrative     2,754       2,806  
Total operating expenses     9,320       8,834  
Operating loss     (4,681 )     (5,484 )
Change in fair value of warrants     (223 )     284  
Finance income     575       638  
Finance expenses     (115 )     (67 )
Financing income, net     460       571  
Loss before taxes on income     (4,444 )     (4,629 )
Income taxes (tax benefit), net     55       (13 )
Loss     (4,499 )     (4,616 )
Other comprehensive income (net of tax effect):                
Amounts that will be or that have been reclassified to profit or loss when specific conditions are met:                
Adjustments arising from translating financial statements of foreign operations     190       -  
Total comprehensive loss   $ (4,309 )   $ (4,616 )
Basic and diluted loss per Ordinary share   $ (0.09 )   $ (0.10 )
Weighted average number of shares outstanding used to compute basic and diluted loss per share     49,881,927       47,962,821  

 

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(in thousands)

 

    Three Months Ended  
    March  
    2025     2024  
             
    (unaudited)  
Cash flows from operating activities:                
Loss   $ (4,499 )   $ (4,616 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Adjustments to profit or loss items:                
Depreciation and amortization     938       704  
Operating expense settled by issuance of shares     -       351  
Change in fair value of warrants     223       (284 )
Share-based compensation     697       843  
Finance income, net     (460 )     (571 )
Income taxes (tax benefit), net     55       (13 )
      1,453       1,030  
Changes in asset and liability items:                
Decrease (increase) in user funds     1,168       (806 )
Increase (decrease) in user accounts     (1,168 )     806  
Decrease (increase) in other receivables and prepaid expenses     (234 )     66  
Increase in trade receivables     (701 )     (184 )
Increase in trade payables     2,936       387  
Increase in accrued severance pay, net     49       70  
Decrease in accrued expenses and other short-term liabilities     (354 )     (22 )
      1,696       317  
Cash received (paid) during the year for:                
Interest received, net     1,533       1,540  
Taxes received (paid), net     107       (12 )
      1,640       1,528  
Net cash provided by (used in) operating activities     290       (1,741 )
Cash flows from investing activities:                
Purchase of property and equipment     (16 )     (8 )
Proceeds from sale of property and equipment     25       2  
Investment in long-term assets     (118 )     -  
Withdrawal of long-term assets     -       8  
Withdrawal of (investment in) short-term bank deposit, net     26,000       (6,000 )
Net cash provided by (used in) investing activities     25,891       (5,998 )
Cash flows from financing activities:                
Repayment of lease liabilities     (151 )     (150 )
Exercise of options     264       22  
Net cash provided by (used in) financing activities     113       (128 )
Exchange differences on balances of cash and cash equivalents     16       (26 )
Gains from translation of cash and cash equivalents of foreign activity     9       -  
Increase (decrease) in cash and cash equivalents     26,319       (7,893 )
Cash and cash equivalents at the beginning of the period     10,118       20,165  
Cash and cash equivalents at the end of the period   $ 36,437     $ 12,272  
(a) Significant non-cash transactions:                
Right-of-use asset recognized with corresponding lease liability   $ 1,110     $ -  

 

 


 

RECONCILIATION OF IFRS TO NON-IFRS GROSS PROFIT AND GROSS MARGIN

 

(in thousands, except gross margin data)

 

    Three Months Ended  
    March 31,  
    2025     2024  
             
    (unaudited)  
IFRS gross profit   $ 4,639     $ 3,350  
Add:                
Share-based compensation     98       101  
Depreciation and amortization     383       311  
Non-IFRS gross profit   $ 5,120     $ 3,762  
IFRS gross margin     66.8 %     62.6 %
Non-IFRS gross margin     73.7 %     70.3 %

 

RECONCILIATION OF IFRS LOSS TO ADJUSTED EBITDA

 

(in thousands , except adjusted EBITDA margin data)

 

    Three Months Ended  
    March 31,  
    2025     2024  
             
    (unaudited)  
IFRS loss   $ (4,499 )   $ (4,616 )
Add:                
Change in fair value of warrants     223       (284 )
Financing income, net     (460 )     (571 )
Income taxes (tax benefit), net     55       (13 )
Share-based compensation     697       843  
Depreciation and amortization     938       704  
Operating expense settled by issuance of shares     -       351  
Adjusted EBITDA   $ (3,046 )   $ (3,586 )
Adjusted EBITDA margins     -44 %     -67 %

 

RECONCILIATION OF IFRS LOSS TO NON-IFRS LOSS AND LOSS PER SHARE

 

(in thousands, except share and per share data)

 

    Three Months Ended  
    March 31,  
    2025     2024  
             
    (unaudited)  
IFRS loss   $ (4,499 )   $ (4,616 )
Add:                
Share-based compensation     697       843  
Depreciation and amortization     938       704  
Operating expense settled by issuance of shares     -       351  
Change in fair value of warrants     223       (284 )
Non IFRS loss   $ (2,641 )   $ (3,002 )
Non IFRS basic and diluted loss per Ordinary share   $ (0.05 )   $ (0.06 )
Weighted average number of shares outstanding used to compute basic and diluted loss per share     49,881,927       47,962,821