20-F: Freightos Narrows Losses, Boosts Revenue Amid Strategic Shift

Freightos Limited reported a 24% revenue increase and a reduced net loss in 2025, driven by its solutions segment and a strategic focus on software adoption to fuel platform growth.

Summary

• Revenue increased by $5.7 million, or 24%, to $29.5 million for the year ended December 31, 2025, compared to $23.8 million in 2024.
• Solutions segment revenue grew by 27% to $19.6 million in 2025, primarily due to a full year of Shipsta revenue and growth in SaaS products.
• Platform segment revenue increased by 18% to $9.9 million in 2025, driven by an increase in the number of transactions.
• Net loss decreased to $17.5 million in 2025, compared to $22.5 million in 2024 (which included a $3.0 million goodwill impairment).
• Adjusted EBITDA improved by $1.4 million, to a loss of $11.2 million in 2025, from a loss of $12.6 million in 2024.
• Gross Bookings Value (GBV) grew by 44% to $1.286 billion in 2025, up from $894.0 million in 2024.
• The company's strategy for 2026 is focused on encouraging solution adoption, embedding SaaS and software tools into customer workflows to drive sustainable revenue growth and subsequent platform bookings.
• Cash and cash equivalents were $13.3 million as of December 31, 2025, down from $10.1 million as of December 31, 2024.
• Net cash used in operating activities decreased to $8.9 million in 2025, from $12.1 million in 2024.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While the company demonstrated strong revenue growth and a significant reduction in net losses and improved Adjusted EBITDA, substantial geopolitical and regulatory risks, coupled with ongoing net losses and share price volatility, temper the overall sentiment. The strategic shift to a solutions-led model is promising but carries execution risk.

Positives

• Total revenue increased by 24% to $29.5 million in 2025, demonstrating strong top-line growth.
• Solutions segment revenue grew by a robust 27% to $19.6 million, indicating successful integration of Shipsta and strong performance of SaaS products.
• Net loss significantly decreased to $17.5 million in 2025 from $22.5 million in 2024, showing improved financial efficiency.
• Adjusted EBITDA improved by $1.4 million, reaching a loss of $11.2 million, reflecting progress towards profitability.
• Gross Bookings Value (GBV) increased by 44% to $1.286 billion, indicating substantial growth in transaction volume on the platform.
• The company has a strong retention rate for freight forwarders, with 70% to 90% actively booking one year after their first booking.
• Airline eBooking connections continue to grow steadily, with 77 individual airlines directly connected by API as of December 31, 2025.
• The acquisition of Shipsta in August 2024 is contributing to Solutions revenue growth and expanding the company's reach in enterprise freight procurement.
• The company has a diverse team, with 46% women, exceeding the average for technology companies, and is a significant employer in the Palestinian economy.

Negatives

• The company continues to experience net losses, with a loss of $17.5 million in 2025, and anticipates continuing net losses for the foreseeable future.
• A limited number of sellers provide a substantial portion of offerings on the platform, with the top seller generating 21% and top-five sellers generating 55% of GBV in 2025, posing a concentration risk.
• The newly appointed CEO, Pablo Pinillos, also serves as interim CFO, which could lead to an overburdened management and potential impact on internal controls and financial reporting.
• Geopolitical issues, including military conflicts in the Middle East, have caused acute disruptions to global supply chains, air freight networks, and maritime routes, negatively impacting transaction volumes and increasing costs.
• The company is subject to currency risk, with the NIS and Euro appreciating against the U.S. dollar in 2025, increasing the U.S. dollar cost of operations in Israel and Europe.
• The market price of Freightos Ordinary Shares has been volatile and traded at levels approaching the Nasdaq minimum bid price of $1.00 per share, risking delisting.
• Freightos Warrants have an exercise price of $11.50, and the Ordinary Share price has consistently remained below this, indicating warrants may expire worthless.
• Concentrated ownership by a limited number of shareholders (54% as of March 1, 2026) may limit the ability of other shareholders to influence corporate matters and adversely impact share liquidity.
• The company's use of Anthropics AI models introduces significant regulatory and political risk following its designation as a supply chain risk by the U.S. Department of Defense, potentially leading to customer loss or operational disruption.
• The EU AI Act, effective February 2, 2025, with full enforcement by August 2, 2026, could result in catastrophic financial penalties of up to 7% of global annual turnover if the company fails to comply.

Risks

• Failure to effectively drive the adoption of software solutions could prevent strategic growth and expansion of Platform bookings.
• Inability to attract and retain carriers, freight forwarders, and importers/exporters, or to increase user activity, could adversely impact the business.
• A history of net losses and the prospect of not becoming profitable in the foreseeable future.
• Failure to maintain and improve product and service quality could hinder user attraction and retention.
• Inability to keep pace with rapid technological changes, particularly the transition to AI-native operations, could disrupt the business and render existing solutions obsolete.
• Intense competition from online and offline platforms, traditional brokers, and new AI-native entrants could lead to loss of market share.
• Reliance on a limited number of sellers (top five generated 55% of GBV in 2025) makes the platform vulnerable to changes by these few sellers.
• Risks associated with integrating acquired businesses, including operations, employees, and unforeseen liabilities.
• Adverse global economic conditions, geopolitical issues, and trade policy shifts could negatively impact global operations and the international freight industry.
• Acute disruptions to the global supply chain and international shipping/aviation (e.g., Red Sea, Middle Eastern airspace closures) could adversely impact business and results.
• Need to raise additional funds to finance future capital needs, which may dilute outstanding Ordinary Shares or prevent business growth.
• Inability to maintain current growth trajectory or effectively manage the transition to a solutions-led model in 2026 could adversely affect business, revenue, and financial condition.
• Failure to maintain and enhance the brand could materially and adversely affect business, results of operations, and prospects.
• Inability to increase the productivity, effectiveness, and efficiency of the sales force could hinder revenue growth and profitability.
• Failure to maintain payment partner relationships on favorable terms could adversely affect the business.
• Limited experience of the newly appointed CEO and other senior management in managing a public company, and the dual role of CEO/CFO, could pose risks.
• Complex regulatory requirements, potential financial liabilities for duties and taxes, and risk of license revocation related to North American customs brokerage operations (Clearit).
• Exposure to currency risk due to operations in multiple currencies (USD, EUR, NIS, CAD, INR, CNY), with potential adverse impact on financial results from exchange rate fluctuations.
• Seasonal volume fluctuations, business cycle fluctuations, and long-term trends in the industry could adversely affect operating results.
• Risks related to Freightos data products and freight indexes, including the ability to accurately calculate indexes and comply with published guides, potentially leading to claims or reputational damage.
• Payment and fraud risks, including sophisticated illegal activities, potential liability for unauthorized use of payment information, and chargebacks.
• Disputes with or between users of the platform, potentially leading to claims against the company, reputational harm, and increased costs.
• Inability to attract and retain talented employees, including senior management and key personnel, could hinder business strategy execution.
• Limitations on the ability to use net operating loss carry-forwards and certain other tax attributes.
• Strikes or work stoppages by seaport or airport employees or other global freight network workers could adversely affect business.
• Errors, defects, or disruptions in products and services could diminish demand, impact financial results, and subject the company to liability.
• Vulnerability to security incidents, cyberattacks, or other operational disruptions, including those enabled by generative AI, could lead to reputational damage, loss of clients, and revenue.
• Vulnerability to intellectual property infringement claims and challenges to the company's own intellectual property rights.
• Failure to protect intellectual property, including proprietary technology and data, could adversely affect the business.
• Failure to comply with open-source software license terms could restrict the ability to market or operate the platform.
• Reliance on AWS and Google Cloud, and any disruption of service or material change to arrangements, could adversely affect the business.
• Regulatory, legislative, or self-regulatory developments regarding privacy and cybersecurity matters, including new AI regulations (e.g., EU AI Act, Colorado AI Act, California AI Transparency Act), could increase compliance costs and restrict business activities.
• Failure to comply with anti-corruption, anti-money laundering, and sanctions laws could subject the company to penalties and adverse consequences.
• Governmental export and import controls, especially new emergency controls on dual-use technologies and logistics software, could impair the ability to compete internationally.
• Adverse litigation judgments or settlements could expose the company to monetary damages or limit business operations.
• Claims against the company may exceed insurance coverage or not be covered at all.
• Changes in, or failure to comply with, competition laws, or customers using data/tools for anti-competitive purposes, could adversely affect the business.
• Climate change and measures to address it could adversely impact business and financial results.
• Difficulties in protecting shareholder interests and limited ability to protect rights through U.S. courts due to incorporation in the Cayman Islands.
• Economic substance legislation of the Cayman Islands may adversely impact the company or its operations.
• Anti-money laundering laws and regulations may restrict the ability to make payments to subscribers or other contractual counterparties.
• Reduced protections for shareholders due to the company's status as an exempted company under Cayman Islands law.
• Failure to maintain tax resident status in Israel could adversely affect financial and operating results.
• Difficulties in enforcing U.S. judgments against the company or its officers/directors in Israel or asserting U.S. securities laws claims in Israel.
• Provisions of Israeli law may delay, prevent, or make undesirable an acquisition of all or a significant portion of shares or assets.
• Various risks related to operations in the Palestinian Authority, including political, military, economic, and legal risks, could materially affect the business.
• Concentration of business in certain geographies (Europe, U.S., Asia for shipments) makes it susceptible to regional downturns or disruptions.
• Volatility or lack of appreciation in the trading price of Ordinary Shares may affect the ability to attract and retain skilled personnel.
• Issuance of additional share capital will dilute other shareholders.
• If securities or industry analysts do not publish research, publish inaccurate/unfavorable research, or cease publishing, the price and trading volume of securities could decline.
• No expectation to pay dividends in the foreseeable future.
• Potential classification as a passive foreign investment company (PFIC) for U.S. federal income tax purposes could result in adverse U.S. federal income tax consequences to U.S. Holders.

Future Outlook

The company anticipates reaching financial breakeven by the end of 2026 and expects free cash flow burn in 2026 to be less than in 2025. The long-term strategy views SaaS offerings as the critical enabler for the Platform, aiming to maximize transactional growth and improve pricing power through a SaaS-enabled marketplace model.

Management Comments

• Pablo Pinillos was appointed Chief Executive Officer effective March 16, 2026, and will continue to hold the Chief Financial Officer position until a permanent CFO is hired.
• The company's strategy for 2026 is focused on solution adoption, embedding SaaS and software tools into the daily workflows of customers, believing that platform bookings will follow naturally.
• Management believes the granting of share-based compensation is of significant importance to the ability to attract and retain key personnel and employees.

Industry Context

StockSavvy.ai notes that Freightos operates in a global freight industry historically slow to adopt technology but now undergoing rapid digital transformation, accelerated by AI and machine learning. The company's strategy to leverage SaaS-enabled marketplace dynamics aligns with trends seen in other industries like passenger travel (Sabre, Amadeus, Booking.com, Expedia) and B2B sales (OpenTable, Zenefits, Carta). The industry faces significant macroeconomic volatility, trade policy shifts, and acute supply chain disruptions (e.g., Red Sea crisis, Middle East conflicts) which impact freight rates and volumes. The increasing use of AI by competitors and the evolving regulatory landscape for AI (e.g., EU AI Act, U.S. directives) present both opportunities and challenges for LogTech companies like Freightos.

Comparison to Industry Standards

• Freightos's WebCargo by Freightos air cargo booking platform is believed to be the biggest of its kind in terms of airline supply and freight forwarder customers, suggesting a leading position compared to competitors like Cargo.one, CargoAi, and WiseTech.
• The company's freightos.com platform for importers/exporters competes with other forwarders such as Ship4wd, Flexport, FedEx, and UPS, and claims to be considerably larger than other online platforms for this segment.
• In freight tender procurement, Freightos Procure (Shipsta) competes with Freightender, Tendereasy, and Transporeon, positioning itself as a comprehensive solution for annual freight contracts.
• Freightos Terminal, offering market data, competes with providers like Xeneta, Platts, NYSHEX, and Drewery, and TAC and WorldACD for air cargo data.
• Clearit, the customs brokerage arm, competes with approximately 11,300 U.S. and 300 Canadian customs brokers, but differentiates by offering a higher level of online service and automation for SMB importers.
• The company's gross margin of 66.8% (IFRS) and 73.7% (non-IFRS) in 2025 indicates a strong margin profile for its SaaS-enabled marketplace model, which is generally favorable compared to traditional logistics providers.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not presently a party to any legal proceedings that, in management's opinion, may have a significant effect on its financial position or profitability.

Related Party Transactions

• Lock-Up Agreements: Certain Sponsor Holders and Freightos Shareholders were subject to lock-up agreements restricting the sale of shares. The Sponsor Lock-Up Period expired on January 25, 2026, and the Freightos Lock-Up Period expired on January 25, 2025.
• Registration Rights Agreements: Freightos agreed to file registration statements for the resale of up to 7,000,000 Ordinary Shares by certain investors and granted customary demand and piggyback rights to the Sponsor and EarlyBird Capital, Inc. A shelf registration statement on Form F-3 was declared effective on June 27, 2024, fulfilling these obligations.
• Strategic Agreement with Qatar Airways: An amended and restated strategic agreement, dated May 31, 2022, provides electronic booking services at discounted rates and SaaS license discounts to Qatar Airways, extended for five years following the Business Combination.
• PIPE Agreement: Alshaffafia Trading W.L.L (an affiliate of Qatar Airways) committed to a PIPE financing and, together with Qatar Airways, holds over 5% of outstanding Freightos Ordinary Shares. The PIPE Agreement provides resale registration rights.
• Digital Air Cargo Council (DACC): Freightos issued 94,988 Ordinary Shares to each of three airline groups, including Qatar Airways, upon establishment of the DACC. An additional 328,897 Ordinary Shares were issued to Qatar Airways for attaining eBooking targets. These groups have rates and eBooking transmission agreements with Freightos, some with more favorable terms.
• Commercial Agreements with Singapore Exchange Limited (SGX) Subsidiaries: Freightos is party to commercial agreements with SGX subsidiaries, where the Baltic Exchange (an SGX subsidiary) is the benchmark administrator for ocean cargo indexes, and Freightos is the calculating agent. Revenue from data sales used in calculating indexes is shared. Asian Gateway Investments Pte. Ltd., an SGX subsidiary, holds over 5% of outstanding Freightos Ordinary Shares.

Stakeholder Impact

• Shareholders: Potential for dilution from future capital raises and equity incentive plans. Share price volatility and the risk of delisting from Nasdaq could negatively impact investment value. Concentrated ownership by major shareholders may limit influence on corporate matters and reduce share liquidity. U.S. and Israeli tax implications (CFC, PFIC) could affect tax liabilities.
• Employees: Geopolitical conflicts in Israel and the Palestinian Authority pose significant risks to employee safety, operational continuity, and productivity. Workforce reductions (13% in 2023) and management transitions can impact morale and retention. The company's ability to attract and retain skilled personnel, particularly in AI, is crucial for future success.
• Customers (Carriers, Freight Forwarders, Importers/Exporters): Benefit from increased digitalization, instant pricing, and booking efficiencies. However, acute supply chain disruptions, changes in trade policies, and potential issues with data product accuracy or platform security could negatively impact their experience and trust. New AI regulations may affect the features and functionality of services.
• Suppliers/Partners: Reliance on cloud providers (AWS, Google Cloud) and payment partners introduces operational and financial risks. Geopolitical events and regulatory changes (e.g., U.S. designation of Anthropic) could force partners to terminate relationships or increase costs.
• Creditors: The company's history of net losses and reliance on future investments to fund operations present credit risk, although current liquidity is deemed sufficient for the next 12 months.

Next Steps

• Focus resources on the adoption of Solutions (SaaS) to embed software deeper into customer workflows, aiming to naturally increase subsequent Platform bookings in 2026.
• Expand to additional modes, specifically ocean cargo, replicating the successful air cargo market playbook.
• Expand into supporting more annual tender negotiation processes between forwarders and carriers or enterprise shippers and their logistics service providers.
• Continue to invest in research and development to create a modern, stable, fast-performing, user-friendly Platform and new product features.
• Implement a responsible expenditure strategy to moderate the growth in operating expenses, aiming for positive free cash flow with existing cash reserves.
• Initiate a formal search for a permanent Chief Financial Officer to alleviate the dual responsibilities of the current CEO/CFO.
• Monitor and ensure compliance with evolving AI regulations, such as the EU AI Act, and U.S. data security directives, potentially requiring modifications to products and data handling practices.
• Address the risk of potential delisting from Nasdaq if the share price falls below $1.00 for a prolonged period.

Key Dates

Recommendation

Freightos demonstrated strong revenue growth and improved financial efficiency in 2025, narrowing its net loss and improving Adjusted EBITDA. The strategic shift towards a solutions-led model is a positive long-term driver, and the company's market position in digital freight is strong. However, significant geopolitical risks, particularly in the Middle East, and the evolving regulatory landscape for AI, introduce considerable uncertainty. The stock also faces liquidity and potential delisting risks due to its low trading price and concentrated ownership. While the company is making progress, these external and structural challenges warrant a 'hold' recommendation until there is clearer evidence of sustained profitability and mitigation of key risks.

Keywords

Freightos, LogTech, Global Freight, Digital Logistics, SaaS, Marketplace, Air Cargo, Ocean Freight, Supply Chain, Freight Forwarders, Importers/Exporters, AI, Machine Learning, Customs Brokerage, SEC Filing, 20-F, Financial Results, Revenue Growth, Net Loss, Adjusted EBITDA, GBV, Nasdaq, CRGO, Warrants, Shipsta, Clearit, WebCargo, Freightos Baltic Index, Freightos Air Index, Cybersecurity, Data Privacy, GDPR, EU AI Act, Geopolitical Risk, Israel, Cayman Islands