Freightos Shifts to Software-First Strategy Amidst Continued Losses

TL;DR

**CRGO is making a high-stakes bet on SaaS adoption to drive future platform growth, but the notoriously slow-moving freight industry could sink this pivot before it floats.**

AI Summary

Freightos Ltd (CRGO) reported a history of net losses and anticipates continued losses for the foreseeable future, as detailed in its 20-F filing for the fiscal year ended December 31, 2025. The company's 2026 strategy is heavily focused on driving 'solution adoption' of its SaaS and software tools to embed them into customer workflows, with the expectation that this will subsequently expand Platform bookings. This represents a significant shift in resource allocation towards the Solutions segment. Failure to achieve substantial adoption of these solutions or if customers do not find the software essential could severely limit Solutions revenue and transaction growth. The international freight industry's historical slowness to adopt new technology poses a significant challenge to this strategy. The company's long-term growth is contingent on attracting and retaining a diverse user base of carriers, freight forwarders, and importers/exporters, and increasing their activity levels on the platform. A decrease in user engagement or a failure to grow spending from target users could lead to a deceleration in Gross Bookings Value (GBV). Freightos also noted a recent shift in its business model from a bifurcated SaaS and marketplace offering to a comprehensive model, with 2026 being a transition year, introducing uncertainties regarding customer adoption and potential attrition.

Why It Matters

Freightos's strategic pivot to a 'solutions-first' model in 2026 is a critical juncture for investors, signaling a potential path to profitability but also significant execution risk. If the company successfully embeds its SaaS tools into the daily operations of carriers and freight forwarders, it could unlock substantial network effects and transaction growth, challenging traditional logistics players. However, failure to overcome the industry's historical resistance to technology adoption could lead to prolonged losses and investor disillusionment. For employees, this shift means a focus on product development and customer integration, while customers will experience a more integrated digital offering, potentially streamlining their freight operations and increasing efficiency in a competitive market.

Risk Assessment

Risk Level: high — The company explicitly states, "We have a history of net losses, and we may experience net losses for the foreseeable future." Furthermore, its 2026 strategy involves a significant shift to 'solution adoption' in an industry historically slow to adopt new technology, creating substantial execution risk. The filing highlights, "If we fail to achieve significant adoption of our Solutions segment... our Solutions revenue and subsequently our transaction growth... will be severely limited."

Analyst Insight

Investors should closely monitor Freightos's progress on its 'solution adoption' strategy in 2026, specifically looking for metrics on SaaS integration and customer retention. Given the high risk and history of losses, a wait-and-see approach is advisable until concrete evidence of successful execution and positive financial trends emerge.

Key Numbers

• 51,376,890 — Ordinary shares outstanding (As of December 31, 2025)
• $0.00001 — Par value per ordinary share (Value of each ordinary share)
• $11.50 — Warrant exercise price (Price to purchase one ordinary share via warrant)
• 2012 — Year business launched (Indicates the company's operational history)
• 2020 — Year airline integrations reached critical mass (Marks a significant operational milestone)
• 2026 — Transition year for business strategy (Focus on sequencing growth through software adoption)

Key Players & Entities

• Freightos Ltd (company) — Registrant for 20-F filing
• Pablo Pinillos (person) — Chief Executive Officer and Chief Financial Officer
• Nasdaq Stock Market LLC (regulator) — Exchange where CRGO and CRGOW trade
• International Accounting Standards Board (regulator) — Issuer of IFRS standards used for financial statements
• Gesher I Acquisition Corp. (company) — Company merged with Freightos in Business Combination
• Merger Sub I (company) — Direct wholly owned subsidiary of Freightos in First Merger
• Merger Sub II (company) — Direct wholly owned subsidiary of Freightos in Second Merger

Forward-Looking Statements

• Freightos Ltd will continue to focus on its core freight and cargo transportation arrangement business. (Freightos Ltd) — high confidence, target: 2027-03-26
• The company's next annual report (20-F) for the fiscal year 2026 will likely be filed around March 2027. (Freightos Ltd) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Failure to achieve SaaS solution adoption [high — operational]: Freightos' 2026 strategy hinges on driving 'solution adoption' of its SaaS tools. Failure to embed these tools into customer workflows or if customers do not find them essential could severely limit Solutions revenue and transaction growth, impacting the company's ability to achieve its projected expansion.
• Slow technology adoption in freight industry [high — market]: The international freight industry has historically been slow to adopt new technology. This presents a significant challenge to Freightos' strategy of driving widespread adoption of its software solutions, potentially hindering user acquisition and platform engagement.
• User base attraction and retention challenges [medium — operational]: Long-term growth depends on attracting and retaining a diverse user base of carriers, forwarders, and importers/exporters, and increasing their activity. A decrease in user engagement or failure to grow spending from target users could lead to a deceleration in Gross Bookings Value (GBV).
• Business model transition uncertainty [medium — operational]: Freightos is transitioning from a bifurcated SaaS and marketplace model to a comprehensive one in 2026. This shift introduces uncertainties regarding customer adoption of the new model and potential customer attrition, impacting revenue predictability.

Industry Context

The international freight industry is characterized by a historical reluctance to adopt new technologies, posing a significant hurdle for digital platforms like Freightos. Competition exists from traditional freight forwarders and emerging digital logistics providers. The industry is undergoing a slow but steady digital transformation, with increasing pressure for efficiency and transparency.

Regulatory Implications

As a foreign private issuer filing with the SEC, Freightos is subject to U.S. securities regulations. Compliance with reporting standards and disclosure requirements is critical. Changes in international trade regulations or customs procedures could also indirectly impact the volume of freight transactions on its platform.

What Investors Should Do

1. Monitor SaaS adoption metrics closely.
2. Assess user retention and growth in GBV.
3. Evaluate the impact of the business model transition.

Key Dates

• 2025-12-31: Fiscal year end — The period covered by the 20-F filing, providing the latest financial and operational data.
• 2026-01-01: Start of business strategy transition year — Marks the beginning of Freightos' shift to a comprehensive business model focused on software adoption, introducing strategic uncertainties.

Glossary

20-F

An annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers, containing comprehensive information about the company's business and financial condition. (This document provides the primary source of information for this analysis, detailing Freightos' operations, financials, and risks.)

SaaS

Software as a Service, a software distribution model where a third-party provider hosts applications and makes them available to customers over the Internet. (Freightos is heavily focused on driving adoption of its SaaS solutions as a core part of its 2026 strategy for revenue growth.)

Platform bookings

The total value of transactions or services booked through Freightos' platform. (Growth in platform bookings is a key indicator of Freightos' market penetration and revenue potential, especially as it relates to the success of its SaaS adoption strategy.)

Gross Bookings Value (GBV)

The total value of transactions facilitated by the company's platform before any deductions for fees, commissions, or other charges. (A key metric for measuring the overall volume of activity on Freightos' platform; its deceleration is a significant risk.)

Year-Over-Year Comparison

This analysis is based on the 20-F filing for the fiscal year ended December 31, 2025. Without prior year filings or comparative data within this document, a direct comparison of key metrics like revenue growth, margin changes, or the emergence of new risks cannot be provided. The filing highlights a strategic shift in 2026, indicating a focus on future growth drivers rather than historical performance comparisons.

Key Financial Figures

• $0.00001 — registered Ordinary shares, par value $0.00001 per share CRGO The Nasdaq Stock Mar
• $11.50 — chase one ordinary share at a price of $11.50 per share CRGOW The Nasdaq Stock Ma
• $22.5 million — 025 compared to a loss of approximately $22.5 million (which included a one-time, non-cash $3
• $3.0 million — on (which included a one-time, non-cash $3.0 million impairment of goodwill related to an ac

Filing Documents

• crgo-20251231x20f.htm (20-F) — 4615KB
• crgo-20251231xex2d1.htm (EX-2.1) — 24KB
• crgo-20251231xex8d1.htm (EX-8.1) — 12KB
• crgo-20251231xex11d1.htm (EX-11.1) — 121KB
• crgo-20251231xex12d1.htm (EX-12.1) — 8KB
• crgo-20251231xex12d2.htm (EX-12.2) — 8KB
• crgo-20251231xex13d1.htm (EX-13.1) — 6KB
• crgo-20251231xex15d1.htm (EX-15.1) — 5KB
• crgo-20251231x20f003.jpg (GRAPHIC) — 8KB
• crgo-20251231x20f005.jpg (GRAPHIC) — 26KB
• crgo-20251231x20f007.jpg (GRAPHIC) — 22KB
• crgo-20251231x20f009.jpg (GRAPHIC) — 26KB
• crgo-20251231x20f010.jpg (GRAPHIC) — 14KB
• crgo-20251231x20f011.jpg (GRAPHIC) — 20KB
• crgo-20251231x20f012.jpg (GRAPHIC) — 43KB
• crgo-20251231x20f013.jpg (GRAPHIC) — 10KB
• crgo-20251231x20f014.jpg (GRAPHIC) — 17KB
• crgo-20251231x20f015.jpg (GRAPHIC) — 31KB
• crgo-20251231x20f016.jpg (GRAPHIC) — 39KB
• crgo-20251231x20f017.jpg (GRAPHIC) — 18KB
• crgo-20251231x20f018.jpg (GRAPHIC) — 21KB
• crgo-20251231x20f020.jpg (GRAPHIC) — 27KB
• crgo-20251231x20f021.jpg (GRAPHIC) — 15KB
• crgo-20251231x20f022.jpg (GRAPHIC) — 21KB
• crgo-20251231x20f026.jpg (GRAPHIC) — 3KB
• 0001104659-26-034941.txt ( ) — 18271KB
• crgo-20251231.xsd (EX-101.SCH) — 99KB
• crgo-20251231_cal.xml (EX-101.CAL) — 80KB
• crgo-20251231_def.xml (EX-101.DEF) — 321KB
• crgo-20251231_lab.xml (EX-101.LAB) — 768KB
• crgo-20251231_pre.xml (EX-101.PRE) — 570KB
• crgo-20251231x20f_htm.xml (XML) — 4167KB

Risk Factors

Risk Factors 5 ITEM 4. INFORMATION ON THE COMPANY 53 A. History and Development of the Company 53 B. Business Overview 54 C. Organizational Structure 77 D. Property, Plants and Equipment 78 ITEM 4A. UNRESOLVED STAFF COMMENTS 78 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 78 A. Operating Results 78 B. Liquidity and Capital Resources 92 C. Research and Development, Patents and Licenses, Etc. 93 D. Trend information 94 E. Critical Accounting Estimates 94 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 95 A. Directors and Senior Management 95 B. Compensation 98 C. Board Practices 103 D. Employees 105 E. Share Ownership 106 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 106 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 106 A. Major Shareholders 106 B. Related-Party Transactions 109 C. Interests of Experts and Counsel 112 ITEM 8. FINANCIAL INFORMATION 112 A. Consolidated Statements and Other Financial Information 112 B. Significant Changes 112 ITEM 9. THE OFFER AND LISTING 112 A. Offer and Listing Details 112 B. Plan of Distribution 112 C. Markets 112 D. Selling Shareholders 113 E.

Dilution

Dilution 113 F. Expenses of the Issue 113 ITEM 10. ADDITIONAL INFORMATION 113 A. Share Capital 113 B. Memorandum and Articles of Association 113 C. Material Contracts 113 D. Exchange Controls 113 E. Taxation 114 F. Dividends and Paying Agents 127 G. 127 H. Documents on Display 127 I. Subsidiary Information 127 J. Annual Report to Security Holders 127 i Table of Contents ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 127 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 128 PART II 129 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 129 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 129 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 129 ITEM 16. [RESERVED] 130 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 130 ITEM 16B. CODE OF ETHICS 130 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 130 ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 131 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 131 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 131 ITEM 16G. CORPORATE GOVERNANCE 131 ITEM 16H. MINE SAFETY DISCLOSURE 131 ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 131 ITEM 16J INSIDER TRADING POLICIES 131 ITEM 16K CYBERSECURITY 132 PART III 132 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 132 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 132 ITEM 19. EXHIBITS 133

SIGNATURES

SIGNATURES 135 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 ii Table of Contents INTRODUCTION Unless otherwise indicated or the context otherwise requires, all references in this annual report (the " Annual Report ") to the terms "Freightos," "Freightos Limited," the "Company," "our company," "we," "us," and "our" refer to Freightos Limited, a Cayman Islands exempted company limited by shares, including its subsidiaries. Freightos became a publicly traded company as a result of a business combination transaction (the " Business Combination ") that was completed on January 25, 2023 pursuant to a Business Combination Agreement, dated as of May 31, 2022 (the " Business Combination Agreement "), by and among the Company, Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (" Gesher "), Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos (" Merger Sub I ") and Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of Freightos (" Merger Sub II "). Pursuant to the Business Combination Agreement, (a) Merger Sub I merged with and into Gesher (the " First Merger "), with Gesher surviving the First Merger as a wholly-owned subsidiary of Freightos and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity merged with and into Merger Sub II (the " Second Merger ," and together with the First Merger, the " Mergers "), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Freightos. Our ordinary shares, par value $0.00001 per share (" Ordinary Shares " or " Freightos Ordinary Shares ") began trading on the Nasdaq Stock Market LLC (" Nasdaq ") under the symbol "CRGO" on January 26, 2023, and our warrants exercisable for Freightos Ordinary Shares (" Freightos Warrants " or " Warrants "), which are subject to subs

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial condition or operating results could be harmed by the realization of any of these risks, as well as other risks not known to us or that we consider immaterial as of the date of this Annual Report. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment. The following discussion should be read in conjunction with our financial statements and notes thereto included herein. You should carefully consider the following risk factors in addition to the other information included in this Annual Report, including matters addressed in the section titled " Cautionary Statement Regarding Forward-Looking Statements ." Risks Related to Our Business and Industry We may fail to effectively drive the adoption of our software solutions, which would prevent us from achieving our strategic growth and the subsequent expansion of our Platform bookings. Our strategy for 2026 is focused on "solution adoption"—embedding our SaaS and software tools into the daily workflows of our customers. We believe that when our software is integral to customer operations, platform bookings follow naturally. However, if we fail to achieve significant adoption of our Solutions segment, or if customers do not find our software essential to their workflows, our Solutions revenue and subsequently our transaction growth and the resulting network effects will be severely limited. This strategy represents a shift in resource allocation toward our Solutions segment. Long-term, we view our SaaS offerings as the critical enabler for our Platform; failure to execute

View Full Filing

View this 20-F filing on SEC EDGAR