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6-K

Freightos Ltd (CRGO)

6-K 2026-05-26 For: 2026-05-26
View Original
Added on July 04, 2026

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 2026

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:

x Form 20-F                 ¨ Form 40-F


CONTENTS

Quarterly Results of Operations

On May 26, 2026, Freightos Limited (the “Company”) announced its financial results for the first quarter of 2026 and provided information concerning its expectations for certain key performance indicators for the second quarter of, and the full year, 2026. 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<br> release, dated May 26, 2026, entitled “Freightos Reports First Quarter 2026 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F-3 (File No. 333-280302), to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 26, 2026
/s/ Michael Oberlander
Name: Michael Oberlander
Title: General Counsel

Exhibit99.1

Freightos Reports First Quarter 2026 Results

May 26, 2026 - Barcelona /PRNewswire/ - Freightos Limited (NASDAQ: CRGO), the leading vendor-neutral global freight pricing, booking and procurement platform, today reported financial results for the quarter ended March 31, 2026.

“I’m honored to lead Freightos through this next phase as we continue focusing on long-term growth while maintaining disciplined execution and improving operational efficiency,” said Pablo Pinillos, CEO and CFO of Freightos. “During the quarter, we continued executing against the strategic and operational priorities introduced earlier this year, including actions to improve efficiency, sharpen investment focus and strengthen our path toward adjusted EBITDA breakeven by the end of 2026. At the same time, the global freight environment remains challenging, with continued disruption across key trade corridors. Our updated outlook reflects those formidable, current market conditions and execution realities, which have led us to adjust our revenue guidance accordingly, while maintaining our adjusted EBITDA guidance. Our long-term strategy remains unchanged, and we continue to believe Freightos is well positioned as global freight increasingly shifts toward interconnected digital procurement and booking workflows.“

First Quarter 2026 Financial Highlights

Revenue<br> of $7.2 million for the first quarter of 2026, up 3% compared to $6.9 million in the first<br> quarter of 2025.
IFRS<br> Gross Margin of 66.6%, compared to 66.8% in the first quarter of 2025. Non-IFRS Gross Margin<br> of 73.5%, compared to 73.7% in the first quarter of 2025.
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IFRS<br> loss of $6.5 million, compared to a loss of $4.5 million for the first quarter of 2025, primarily<br> as a result of reorganization expenses in 2026.
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Adjusted<br> EBITDA of negative $2.8 million, compared to negative $3.0 million for the first quarter<br> of 2025.
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Cash<br> and cash equivalents and a short term bank deposit balance at the end of March 2026 of $23.5<br> million.
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Recent Business Highlights

Transactions Growth: Freightos platform facilitated 425k transactions in the first quarter of 2026,<br> up 15% year over year. Excluding routes involving Middle East origin, destination or airspace,<br> transactions grew year-over-year at a rate above management expectations, reflecting continued<br> growth across other regions and increased use of alternative routing.
Carrier Growth: The number of carriers actively selling on the platform in the first quarter<br> of 2026 was 79, up from 71 carriers in the first quarter of 2025. During the quarter, the<br> company announced that Ethiopian Cargo and Air Serbia are joining the platform.
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Unique Buyer Users: The number of Unique buyer users digitally booking freight services across the platform was approximately 20.6k in the first quarter of 2026.
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Gross Booking Value Growth: The total value of transactions processed on the Freightos platform,<br> or GBV, reached $343M for Q1 2026 up 24% from Q1 last year. GBV met management expectations<br> as elevated freight rates as a result of capacity constraints due to the ongoing conflict<br> in the Middle East compensated for the transaction shortfall. Once again, the largest contributor<br> from an absolute perspective was Freightos’ Webcargo portal.
Revenue Growth: First quarter revenue of $7.2 million reflected solid revenue growth from the<br> WebCargo by Freightos platform and from data solutions mitigated by lower-than-planned performance<br> in SaaS, freightos.com marketplace and customs transactions. Total Platform revenue in the<br> first quarter of 2026 was $2.4 million, up 3% year-over-year, and Solutions revenue was $4.8<br> million, up 3%.
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Financial Outlook

Management Expectations
Q2 2026 FY 2026
Transactions (k) 437 - 444 1,811 - 1,836
Year over Year Growth 10% - 12% 10% - 12%
GBV ($m) 388 - 393 1,514 - 1,532
Year over Year Growth 23% - 24% 18% - 19%
Revenue ($m) 7.2 - 7.4 30.2 - 31.4
Year over Year Growth -3% - 0% 3% - 6%
Adjusted EBITDA ($m) (2.1) - (2.0) (6.9) - (6.2)

Thisoutlook assumes freight price levels and market freight volumes as of May 2026

Further financial details are included as an appendix below.

Earnings Webcast

Financial results for the first quarter 2026 will be reported before markets open on May 26, 2026. Freightos' management will host a webcast and conference call to discuss the results that morning at 8:30 a.m. EST.

https://freightos.zoom.us/webinar/register/WN_1zZnJSA_QvqlZugN6sgr2w#/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 [email protected] 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 and instability caused by Freightos’ CEO transition, changes to its board of directors, and its other leadership changes; disruptions to the international freight industry, including those caused by global economic trends and policy changes, such as increased tariffs and protectionist trade policies being implemented by the United States and other countries and their impact on shipping volume and, hence, number of Transactions, GBV and Platform revenue; ongoing and additional military conflicts in the Middle East, and their impact on the international shipping routes that including major air corridors and the Red Sea and Strait of Hormuz; competition; the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters; Freightos’ ability to keep pace with rapid technological changes, particularly in artificial intelligence; 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 “Item 3.D. Risk Factors” in Freightos’ annual report on Form 20-F filed with the SEC on March 26, 2026, 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 Freightos’ 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. 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, except as may be required by law. 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 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” (Adjusted EBITDA), we have not included the most directly comparable IFRS metric (i.e., IFRS loss), or a reconciliation between the two, because that IFRS data and that reconciliation cannot be prepared without unreasonable effort or with reasonable certainty. 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<br> the Freightos platform with third-party sellers and with Clearit. Sellers of Transactions<br> include Carriers (that is, airlines, ocean liners and LCL consolidators) and also other providers<br> of freight services such as trucking companies, freight forwarders, general sales agents,<br> and air master loaders. The number of transactions booked on the Freightos platform in any<br> given time period is net of transactions that were canceled prior to the end of the period.<br> Transactions booked on white label portals hosted by Freightos are included if there is a<br> transactional fee associated with them.
Carriers:<br> Number of unique air and ocean carriers, mostly airlines, that have been sellers of transactions.<br> For airlines, we count booking carriers, which include separate airlines within the same<br> carrier group. We do not count dozens of other airlines that operate individual segments<br> of air cargo transactions, as we do not have a direct booking relationship with them. Carriers<br> include ocean less-than-container load (LCL) consolidators. In addition, we only count carriers<br> when more than five bookings were placed with them over the course of a quarter.
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Unique buyer users: Number of individual users placing bookings, typically counted based on<br> unique email logins. The number of buyers, which counts unique customer businesses, does<br> not reflect the fact that some buyers are large multinational organizations while others<br> are small or midsize businesses. Therefore, we find it more useful to monitor the number<br> of unique buyer users than the number of buyer businesses.
GBV:<br> Total value of transactions on the Freightos platform, which is the monetary value of freight<br> services and related services contracted between buyers and sellers on the Freightos platform,<br> plus related fees charged to buyers and sellers, and pass-through payments such as duties.<br> GBV is converted to U.S. dollars at the time of each transaction on the Freightos platform.<br> This metric may be similar to what others call gross merchandise value (GMV) or gross services<br> volume (GSV). We believe that this metric reflects the scale of the Freightos platform and<br> our opportunities to generate platform revenue.
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Adjusted EBITDA: Loss before income taxes, finance income, finance expense, share-based compensation<br> expense, depreciation and amortization, reorganization expenses and change in fair value<br> of warrants.
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Platform revenue: Fees charged to buyers and sellers in relation to transactions executed on the<br> Freightos platform. For bookings conducted by importers/exporters, our fees are typically<br> structured as a percentage of booking value, depending on the mode and nature of the service.<br> When freight forwarders book with carriers, the sellers often pay a pre-negotiated flat fee<br> per transaction. When sellers transact with a buyer who is a new customer to the seller,<br> we may charge a percentage of the booking value as a fee.
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Solutions revenue: Primarily subscription-based SaaS and data. It is typically priced per user<br> or per site, per time period, with larger customers such as multinational freight forwarders<br> or enterprise shippers often negotiating fixed, all-inclusive subscriptions. Revenue from<br> our Solutions segment includes certain non-recurring revenue from services ancillary to our<br> SaaS products, such as engineering, customization, configuration and go-live fees, and data<br> services for digitizing offline data.
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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:

Tamar Hartal

[email protected]

Investors:

Anat Earon-Heilborn

[email protected]

CONSOLIDATED BALANCE SHEETS

(in thousands)

March 31, <br><br>2026 December 31, <br><br>2025
(unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 8,763 $ 13,347
User funds 3,219 2,884
Trade receivables, net 3,541 3,773
Short-term bank deposit 14,731 14,546
Other receivables and prepaid expenses 1,357 1,559
31,611 36,109
Non-current Assets:
Property and equipment, net 275 284
Right-of-use assets, net 2,269 2,315
Intangible assets, net 6,109 6,792
Goodwill 14,759 14,809
Deferred taxes 557 560
Other long-term assets 1,808 1,827
25,777 26,587
Total assets $ 57,388 $ 62,696
Liabilities and Equity
Current liabilities:
Current maturity of lease liabilities $ 633 $ 627
Trade payables 3,564 5,103
User accounts 3,219 2,884
Warrants liabilities 2,524 2,223
Accrued expenses and other short-term liabilities 7,157 5,917
17,097 16,754
Long Term Liabilities:
Lease liabilities 1,663 1,745
Employee benefit liabilities, net 1,176 1,275
2,839 3,020
Equity:
Share capital 1 1
Share premium 267,687 266,583
Foreign currency translation reserve 175 288
Reserve from remeasurement of defined benefit plans 236 236
Accumulated deficit (230,647 ) (224,186 )
Total equity 37,452 42,922
Total liabilities and equity $ 57,388 $ 62,696

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Three Months Ended
March 31,
2026 2025
(unaudited)
Revenue $ 7,156 $ 6,945
Cost of revenue 2,388 2,306
Gross profit 4,768 4,639
Operating expenses:
Research and development 2,923 2,883
Selling and marketing 3,575 3,683
General and administrative 3,009 2,754
Reorganization 1,488 -
Total operating expenses 10,995 9,320
Operating loss (6,227 ) (4,681 )
Change in fair value of warrants (301 ) (223 )
Finance income 221 575
Finance expenses (61 ) (115 )
Finance income, net 160 460
Loss before taxes on income (6,368 ) (4,444 )
Income taxes, net 93 55
Loss (6,461 ) (4,499 )
Other comprehensive income (loss) (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 (113 ) 190
Total comprehensive loss $ (6,574 ) $ (4,309 )
Basic and diluted loss per Ordinary share $ (0.13 ) $ (0.09 )
Weighted average number of shares outstanding used to compute basic and diluted loss per share 51,527,502 49,881,927

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended
March 31,
2026 2025
(unaudited)
Cash flows from operating activities:
Loss $ (6,461 ) $ (4,499 )
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to profit or loss items:
Depreciation and amortization 842 938
Change in fair value of warrants 301 223
Share-based compensation 1,061 697
Finance income, net (160 ) (460 )
Income taxes, net 93 55
2,137 1,453
Changes in asset and liability items:
Decrease (increase) in user funds (354 ) 1,168
Increase (decrease) in user accounts 354 (1,168 )
Decrease (increase) in other receivables and prepaid expenses 105 (234 )
Decrease (increase) in trade receivables 181 (701 )
Increase (decrease) in trade payables (1,510 ) 2,936
Increase (decrease) in accrued severance pay, net (115 ) 49
Increase (decrease) in accrued expenses and other short-term liabilities 1,089 (354 )
(250 ) 1,696
Cash received during the period for:
Interest received, net 16 1,533
Taxes received, net 95 107
111 1,640
Net cash provided by (used in) operating activities (4,463 ) 290
Cash flows from investing activities:
Purchase of property and equipment (17 ) (16 )
Proceeds from sale of property and equipment - 25
Investment in long-term deposits - (118 )
Withdrawal of long-term deposits 6 -
Withdrawal of short-term bank deposit - 26,000
Net cash provided by (used in) investing activities (11 ) 25,891
Cash flows from financing activities:
Repayment of lease liabilities (219 ) (151 )
Exercise of options 43 264
Net cash provided by (used in) financing activities (176 ) 113
Exchange differences on balances of cash and cash equivalents 66 16
Gains from translation of cash and cash equivalents of foreign activity - 9
Increase (decrease) in cash and cash equivalents (4,584 ) 26,319
Cash and cash equivalents at the beginning of the period 13,347 10,118
Cash and cash equivalents at the end of the period $ 8,763 $ 36,437
(a) Significant non-cash transactions:
Right-of-use asset recognized with corresponding lease liability $ 159 $ 1,110

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

(in thousands, except gross margin data)

Three Months Ended
March 31,
2026 2025
(unaudited)
IFRS gross profit $ 4,768 $ 4,639
Add:
Share-based compensation 104 98
Depreciation and amortization 390 383
Non-IFRS gross profit $ 5,262 $ 5,120
IFRS gross margin 66.6 % 66.8 %
Non-IFRS gross margin 73.5 % 73.7 %

RECONCILIATION OF IFRS LOSS TO ADJUSTED EBITDA

(in thousands , except adjusted EBITDA margin data)

Three Months Ended
March 31,
2026 2025
(unaudited)
IFRS loss $ (6,461 ) $ (4,499 )
Add:
Change in fair value of warrants 301 223
Finance income, net (160 ) (460 )
Income taxes, net 93 55
Share-based compensation 1,061 697
Depreciation and amortization 842 938
Reorganization 1,488 -
Adjusted EBITDA $ (2,836 ) $ (3,046 )
Loss margin (under IFRS) -90 % -65 %
Adjusted EBITDA margin -40 % -44 %

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,
2026 2025
(unaudited)
IFRS loss $ (6,461 ) $ (4,499 )
Add:
Share-based compensation 1,061 697
Depreciation and amortization 842 938
Reorganization 1,488 -
Change in fair value of warrants 301 223
Non IFRS loss $ (2,769 ) $ (2,641 )
Non IFRS basic and diluted loss per Ordinary share $ (0.05 ) $ (0.05 )
Weighted average number of shares outstanding used to compute basic and diluted loss per share 51,527,502 49,881,927