Freightos Ltd — Interim / Quarterly Report 2024

Feb 26, 2024

424B3 1 tm247222d2_424b3.htm 424B3

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.

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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

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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.

Exhibit 99.1 Press release, dated February 26, 2024, entitled “Freightos Reports Fourth Quarter and Full-Year Results with Substantial Transaction Growth and Strong Financial Position”

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.

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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.

Date: February 26, 2024
/s/ Michael Oberlander
Name:	Michael Oberlander
Title:	General Counsel

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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 m illion 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.

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● 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. |

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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.

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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.

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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. |

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| ● | #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

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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.

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CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31, 2023 — (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.

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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.

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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		$ -

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

(in thousands, except gross margin data)

	Three Months Ended — December 31		Twelve Months Ended — 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 %

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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	%

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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

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