000

Table of Contents

Exhibit 99.1

FREIGHTOS LIMITED AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2026

IN U.S. DOLLARS

INDEX

Page

Interim Consolidated Statements of Financial Position

2

Interim Consolidated Statements of Profit or Loss and Other Comprehensive Loss

3

Interim Consolidated Statements of Changes in Equity

4

Interim Consolidated Statements of Cash Flows

5 - 6

Notes to the Interim Consolidated Financial Statements

7 - 16

- - - - - - - - - - - - -

1

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

June 30,

December 31,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

13,311

$

13,347

User funds

3,546

2,884

Trade receivables, net

4,671

3,773

Short-term bank deposit

8,058

14,546

Other receivables and prepaid expenses

1,292

1,559

30,878

36,109

NON-CURRENT ASSETS:

Property and equipment, net

271

284

Right-of-use assets, net

2,067

2,315

Intangible assets, net

5,478

6,792

Goodwill

14,745

14,809

Deferred taxes

520

560

Other long-term assets

1,815

1,827

24,896

26,587

Total assets

$

55,774

$

62,696

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Current maturity of lease liabilities

$

594

$

627

Trade payables

4,664

5,103

User accounts

3,546

2,884

Warrants liability

702

2,223

Accrued expenses and other short-term liabilities (Note 4)

6,902

5,917

16,408

16,754

LONG TERM LIABILITIES:

Lease liabilities

1,572

1,745

Employee benefit liabilities, net

1,194

1,275

2,766

3,020

EQUITY: (Note 5)

Share capital

1

1

Share premium

268,503

266,583

Foreign currency translation reserve

135

288

Reserve from remeasurement of defined benefit plans

236

236

Accumulated deficit

(232,275)

(224,186)

Total equity

36,600

42,922

Total liabilities and equity

$

55,774

$

62,696

The accompanying notes are an integral part of these interim consolidated financial statements.

2

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

U.S. dollars in thousands, except share and per share data

For the period of

six months ended

June 30,

  ​ ​ ​

2026

  ​ ​ ​

2025

(unaudited)

(unaudited)

Revenue

$

14,847

$

14,383

Cost of revenue

 

4,883

4,751

Gross profit

 

9,964

9,632

Operating expenses:

Research and development

 

5,685

5,914

Selling and marketing

 

6,503

7,536

General and administrative

 

6,061

5,377

Reorganization (Note 9)

1,488

Total operating expenses

 

19,737

18,827

Operating loss

 

(9,773)

(9,195)

Change in fair value of warrants

1,521

(508)

Finance income

 

469

1,153

Finance expenses

 

(135)

(134)

Finance income, net

 

334

1,019

Loss before income taxes

 

(7,918)

(8,684)

Income taxes, net

 

171

93

Loss

$

(8,089)

$

(8,777)

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

(153)

623

Total comprehensive loss

 

$

(8,242)

$

(8,154)

Basic and diluted loss per ordinary share (Note 10)

$

(0.16)

$

(0.18)

Weighted average number of shares outstanding used to compute basic and diluted loss per share

 

51,681,609

50,084,401

The accompanying notes are an integral part of these interim consolidated financial statements.

3

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

U.S. dollars in thousands

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Reserve from

  ​ ​ ​

Foreign

  ​ ​ ​

re-measurement

currency

 

Share

Share

of defined

translation

Accumulated

 

capital

premium

benefit plan

  ​ ​ ​

reserve

  ​ ​ ​

deficit

  ​ ​ ​

Total

Balance as of December 31, 2025

$

1

$

266,583

$

236

$

288

$

(224,186)

$

42,922

Loss

(8,089)

(8,089)

Total other comprehensive loss

(153)

(153)

Total comprehensive loss

(153)

(8,089)

(8,242)

Exercise of options

*)

187

187

Share-based compensation

1,733

1,733

Balance as of June 30, 2026 (unaudited)

$

1

$

268,503

$

236

$

135

$

(232,275)

$

36,600

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Reserve from

  ​ ​ ​

Foreign

  ​ ​ ​

re-measurement

currency

 

Share

Share

of defined

translation

Accumulated

capital

premium

benefit plan

reserve

deficit

  ​ ​ ​

Total

Balance as of December 31, 2024

$

*)

$

261,769

$

96

$

(307)

$

(206,670)

$

54,888

Loss

(8,777)

(8,777)

Total other comprehensive income

623

623

Total comprehensive income (loss)

623

(8,777)

(8,154)

Exercise of options

*)

522

523

Share-based compensation

1,508

1,508

Balance as of June 30, 2025 (unaudited)

$

1

$

263,799

$

96

$

316

$

(215,447)

$

48,765

*)Represents an amount less than $1.

The accompanying notes are an integral part of these interim consolidated financial statements.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

Cash flows from operating activities:

Loss

$

(8,089)

$

(8,777)

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to profit or loss items:

Depreciation and amortization

1,685

1,744

Change in fair value of warrants

(1,521)

508

Share-based compensation

1,733

1,508

Finance income, net

(334)

(1,019)

Taxes on income

171

93

1,734

2,834

Changes in asset and liability items:

Decrease (increase) in user funds

(688)

1,261

Increase (decrease) in user accounts

688

(1,261)

Decrease (increase) in other receivables and prepaid expenses

228

(495)

Increase in trade receivables

(985)

(778)

Increase in other long-term assets

(40)

(73)

Increase (decrease) in trade payables

(379)

2,862

Increase (decrease) in accrued employee benefit liabilities, net

(112)

68

Increase in accrued expenses and other payables

887

152

(401)

1,736

Cash received (paid) during the period for:

Interest received, net

793

1,644

Taxes received (paid), net

(22)

31

771

1,675

Net cash used in operating activities

(5,985)

(2,532)

Cash flows from investing activities:

Purchase of property and equipment

(39)

(74)

Proceeds from sale of property and equipment

25

Investment in long-term deposits

(12)

(123)

Withdrawal of a deposit

42

116

Investment in short-term bank deposit

(8,000)

Withdrawal of short-term bank deposit

14,000

12,000

Net cash provided by investing activities

$

5,991

$

11,944

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)

U.S. dollars in thousands

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

(unaudited)

Cash flows from financing activities:

Repayment of lease liabilities

$

(413)

$

(300)

Exercise of options

187

489

Net cash provided by (used in) financing activities

(226)

189

Exchange differences on balances of cash and cash equivalents

192

236

Gains (losses) from translation of cash and cash equivalents of foreign activity

(8)

26

Increase (decrease) in cash and cash equivalents

(36)

 

9,863

Cash and cash equivalents at the beginning of the period

13,347

 

10,118

Cash and cash equivalents at the end of the period

$

13,311

$

19,981

(a) Significant non-cash transactions:

 

  ​

 

  ​

Right-of-use asset recognized with corresponding lease liability

$

159

$

1,172

Receivables on account of exercise of options

$

$

34

The accompanying notes are an integral part of these interim consolidated financial statements.

6

Table of Contents

FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 1: — GENERAL

a.Freightos Limited (the “Company” or “Freightos Cayman”, and together with its subsidiaries — “Freightos” or the “Group”) was incorporated on April 12, 2022 under the laws of the Cayman Islands. The Company is an exempted company limited by shares.

The Company is a publicly traded company whose ordinary shares and warrants are listed on the Nasdaq Capital Market under the symbols “CRGO” and “CRGOW”, respectively.

b.Freightos operates a leading, vendor-neutral global freight pricing, booking and procurement platform Freightos’ platform digitalizes freight execution by transforming manual, fragmented processes into seamless, connected, and data-driven digital workflows. Freightos delivers integrated capabilities including procurement, pricing, quoting, booking, customs clearance, payments, and market intelligence across air, ocean, and road freight.

Freightos operates its business through two segments – Solutions  and Platform. The Solutions segment provides software tools and data to help industry participants automate their pricing, sales, and procurement processes. The Platform segment provides digitized price quoting, booking and payments while considering actual capacity among global freight participants.

c.The Group has the following subsidiaries as of June 30, 2026:

Freightos Hong Kong Limited (“Freightos-HK”), a wholly-owned subsidiary of the Company, was incorporated in Hong-Kong on January 10, 2012. Freightos-HK is principally engaged in the provision of business interface and fronting services to its Israeli affiliate.

Freightos Ltd. (the “Israeli subsidiary”), a wholly-owned subsidiary of the Company (directly and indirectly through Freightos-HK) was incorporated in Israel on August 8, 2012 and started its operations on that date. Currently, the Israeli subsidiary owns most of the technology and intellectual property of the Group.

Freightos Software Development and Data Services Ltd. (the “Palestinian subsidiary”), a wholly-owned subsidiary of the Company (whose shares are partially held in trust for the Company), was registered on January 18, 2012 in Ramallah, within the Palestinian Authority. The Palestinian subsidiary’s main activity is the development of certain software and know-how related to the Group’s offering of software and services, and customer and technical support.

Freightos Inc. (the “US subsidiary”), a wholly-owned subsidiary of the Company, was incorporated in Delaware in the United States on May 28, 2015. The US subsidiary is engaged in rendering billing services on behalf of the Israeli subsidiary and holds the membership interests of 9T Technologies LLC and the shares of Clearit Customs Services, Inc. (see below).

Freightos, S.L.U. (formerly: Web Cargo S.L.U) (the “Spanish subsidiary”), a wholly-owned Spanish subsidiary of the Company, was acquired in August 2016. The Spanish subsidiary operates as a low-risk distributor for certain of the Group’s products and services, as well as a contracted research and development, and other related services, service provider for the Israeli subsidiary.

Freightos Information Technology (Shanghai) Co., Ltd. (the “China subsidiary”), a wholly-owned subsidiary of Freightos-HK, was established on January 17, 2018, in the People’s Republic of China. The China subsidiary engages in providing certain customer and technical support services to the Group.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 1: — GENERAL (Cont.)

Freightos India Private Limited, a wholly-owned subsidiary of Freightos-HK, was established on March 13, 2019, in India, to act as a low-risk distributor of certain of the Group’s products and services in India.

9T Technologies LLC. (“7LFreight”), a wholly-owned subsidiary of the US subsidiary, organized in the US, was acquired through a business combination closed on December 30, 2021. 7LFreight is a software company that seeks to provide a competitive edge to air freight forwarders by optimizing rate management tasks.

Clearit Customs Brokers Inc. (“Clearit-CA”), a wholly-owned subsidiary of the Company, was established in June 2021 in Canada to acquire certain assets as part of a business combination completed on February 16, 2022. Clearit-CA is engaged in the business of providing online customs clearance and brokerage services in Canada.

Clearit Customs Services, Inc. (“Clearit-US”), a wholly-owned subsidiary of the US subsidiary, incorporated in the US, was acquired through a business combination completed on February 16, 2022. Clearit-US is engaged in the business of providing online customs clearance and brokerage services in the US.

Freightos S.àr.l. (formerly: Shipsta S.àr.l.) (the “Luxembourg subsidiary”), a wholly-owned subsidiary of the Israeli subsidiary, incorporated in Luxembourg, was acquired through a business combination closed on August 16, 2024. The Luxembourg subsidiary develops and sells leading freight tender procurement platform used to procure freight at scale from leading freight forwarders and carriers.

d.These interim consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. As of June 30, 2026, the Company had an accumulated deficit of $232,275. During the six months ended June 30, 2026, Freightos incurred a loss of $8,089 and negative cash flow from operating activities of $5,985. Freightos management concluded that the Company has sufficient funds to continue its operations and meet its obligations for a period of at least twelve months from the date these financial statements are issued. During the six months ended June 30, 2026, the Company implemented a restructuring plan. Further details are disclosed in Note 9, “Reorganization”.

NOTE 2: — SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of presentation of the financial statements:

The unaudited interim consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) and in accordance with International Accounting Standard (“IAS”) 34 - “Interim Financial Reporting”.

The Group’s unaudited interim consolidated financial statements as of , and for the six months ended, June 30, 2026 (“interim financial statements”) should be read in conjunction with the audited consolidated financial statements of Freightos as of , and for the year ended, December 31, 2025 which have been prepared in accordance with IFRS.

b.

Significant accounting policies:

The significant accounting policies, presentation and methods of computation adopted in the preparation of these interim financial statements are consistent with those followed in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2025.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 3: — FAIR VALUE MEASUREMENT

The carrying amounts of cash and cash equivalents, user funds, trade receivables, short-term bank deposit, other receivables, trade payables, user accounts and other payables approximate their fair values due to the short-term maturities of such instruments.

The fair value of the Company’s warrants liability was valued using the market price of the instrument, which is listed on the Nasdaq Capital Market under the symbol “CRGOW”.

The following table presents the fair value measurement hierarchy for the Group’s financial instruments assets and liabilities carried at fair value:

Fair value hierarchy (unaudited)

As of June 30, 2026:

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

Assets measured at fair value:

 

  ​

 

  ​

 

  ​

 

  ​

Other receivables and prepaid expenses - hedge instrument

$

$

37

$

$

37

Liabilities measured at fair value:

 

 

 

  ​

 

  ​

Accrued expenses and other short-term liabilities - shares payable

$

(24)

$

$

$

(24)

Warrants liability

$

(702)

$

$

$

(702)

Fair value hierarchy (unaudited)

As of December 31, 2025:

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

Assets measured at fair value:

 

  ​

 

  ​

 

  ​

 

  ​

Other receivables and prepaid expenses - hedge instrument

$

$

67

$

$

67

Liabilities measured at fair value:

 

  ​

 

  ​

 

  ​

 

  ​

Accrued expenses and other short-term liabilities - shares payable

$

(36)

$

$

$

(36)

Warrants liability

$

(2,223)

$

$

$

(2,223)

There were no transfers from Level 1 to Level 2 during the reporting periods.

NOTE 4: — ACCRUED EXPENSES AND OTHER SHORT-TERM LIABILITIES

  ​ ​ ​

June 30, 2026

  ​ ​ ​

December 31, 2025

(unaudited)

Employees and payroll accruals

$

2,321

$

1,831

Accrued expenses

 

765

 

710

Deferred revenues

 

3,106

 

2,842

Consideration payable in connection with a business combination

 

124

 

139

Other

 

586

 

395

$

6,902

$

5,917

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 5: — EQUITY

a.Composition of share capital:

  ​ ​ ​

  ​ ​ ​

Issued and

  ​ ​ ​

  ​ ​ ​

Issued and

Authorized

outstanding

Authorized

outstanding

June 30, 2026

December 31, 2025

(unaudited)

Ordinary shares of $0.00001 par value per share

 

350,000,000

 

52,073,485

 

350,000,000

 

51,376,890

Preferred shares of $0.00001 par value per share

 

1,000,000

 

 

1,000,000

 

b.Movement in issued and outstanding share capital:

  ​ ​ ​

Number of shares

Balance as of January 1, 2026

51,376,890

Issuance of ordinary shares

10,000

Vested RSU’s

487,977

Exercise of options for ordinary shares

198,618

Balance as of June 30, 2026

52,073,485

c.Rights attached to shares:

The holders of ordinary shares are entitled to receive dividends only when, as and if declared by the Board of Directors and are entitled to one vote per share at general meetings of the Company. All ordinary shares rank equally regarding the Company’s residual assets.

NOTE 6: — SHARE-BASED PAYMENT

In May 2022 the Company established the Freightos 2022 Long-Term Incentive Plan.

The fair value of share options, granted in the periods of the six months ended June 30, 2026 and 2025, was estimated using the Black- Scholes option pricing model with the following assumptions:

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

  ​ ​ ​

Weighted average expected term (years)

4.00-5.78

5.40-5.84

Interest rate

3.68

%

4.15

%

Volatility

46.19%-47.59

%

51.77%-52.68

%

Dividend yield

0

%

0

%

The expected life of the share options is based on the midpoints between the available exercise dates (the end of the vesting periods) and the last available exercise date (the contracted expiry date), as adequate historical experience is still not available to provide a reasonable estimate.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 6: — SHARE-BASED PAYMENT (Cont.)

The share-based compensation expense was recorded in the statement of profit or loss and other comprehensive loss as follows:

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

Cost of revenue

$

221

$

180

Research and development

404

411

Selling and marketing

298

461

General and administrative

810

456

$

1,733

$

1,508

The changes in number of outstanding options to purchase ordinary shares during the six-month periods ended June 30, 2026 and 2025 were as follows:

For the period of six months

ended June 30,

2026 (unaudited)

2025 (unaudited)

Weighted

Weighted

Number

average

Number

average

  ​ ​ ​

of options

  ​ ​ ​

exercise price

  ​ ​ ​

of options

  ​ ​ ​

exercise price

$

$

Options at beginning of the period

3,890,646

4.13

4,197,242

3.35

Granted

310,060

9.68

11,420

0.01

Exercised

(198,618)

1.02

(487,808)

1.08

Forfeited

(532,397)

4.05

(170,703)

4.13

Options outstanding at end of the period

3,469,691

4.80

3,550,151

3.62

Options exercisable at end of the period

2,457,738

3.87

2,854,560

3.59

Based on the above inputs, the weighted average fair value of the options granted in the six - month periods ended June 30, 2026 and 2025, was determined to be $0.23 and $2.77 per option, respectively.

The weighted average remaining contractual life for the share options outstanding as of June 30, 2026 and December 31, 2025 was 5.27 years and 5.78 years, respectively.

The range of exercise prices for share options outstanding as of June 30, 2026 and as of December 31, 2025 was $0.01 — $15.00.

As of June 30, 2026 and 2025, there was $391 and $343, respectively, of total unrecognized compensation cost related to unvested options which is expected to be recognized over a weighted-average period of 1.31 and 1.22 years, respectively.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 6: — SHARE-BASED PAYMENT (Cont.)

The changes in number of outstanding restricted share units during the six-month periods ended June 30, 2026 and 2025 were as follows:

For the period of six months

ended June 30

2026 (unaudited)

2025 (unaudited)

Weighted-

Weighted-

Number

average fair

Number

average fair

  ​ ​ ​

of Units

  ​ ​ ​

value

  ​ ​ ​

of Units

  ​ ​ ​

value

$

$

Units at beginning of the period

3,318,272

2.47

2,521,360

2.01

Granted

462,254

1.99

1,099,650

2.10

Vested

(487,977)

2.45

(380,404)

2.54

Cancelled

(651,226)

2.41

(314,242)

2.11

Units outstanding at end of period

2,641,323

2.35

2,926,364

1.96

As of June 30, 2026 and 2025, there was $2,248 and $2,871, respectively, of total unrecognized compensation cost related to unvested restricted share units which is expected to be recognized over a weighted-average period of 1.68 and 2.19 years, respectively.

NOTE 7: — COMMITMENTS AND CONTINGENT LIABILITIES

As of June 30, 2026, the Group had issued one bank guarantee to secure certain obligations it has in respect of a lease agreement of its offices in Israel, for a total secured amount of $118, and one bank guarantee in the amount of $20 to secure certain obligations it has in respect of a commercial agreement with a certain airline.

Three long-term deposits in the total amount of $359 were pledged by the Israeli Subsidiary in favor of Israeli banks to secure certain activity with the banks, mainly the Group’s hedging activity and the guarantee issued in respect of its lease agreement of its offices in Israel.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 8: — OPERATING SEGMENTS

a.General:

The Group’s operating segments are identified on the basis of information that is reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated and to assess their performance. Accordingly, for management purposes, the Group is organized into two operating segments based on the products and services of the business units, as follows:

1.Solutions segment.     Freightos provides software tools and data to help the freight industry participants automate their pricing, sales, and procurement processes. Revenue includes recurring subscriptions for SaaS or data and certain non-recurring revenue from professional services that enable a user to implement and use the SaaS solution.
2.Platform segment.     Freightos provides digitalized price quoting, booking and payments while considering actual capacity among global freight participants (the users). The transactional platforms enable freight forwarding companies to procure capacity from carriers, and enable importers and exporters to procure services from freight forwarders, or occasionally, directly from carriers. Revenue is transactional type fees generated from specific freight-service transactions booked between buyers and sellers on Freightos’ Platform. Platform segment revenue includes also the transactional type revenue from digital customs brokerage services provided by Clearit.

Each segment’s performance is determined based on operating loss reported in the financial statements. The results of a segment reported to the CODM include items attributed directly to a segment, as well as other items, which are indirectly attributed using reasonable assumptions, and exclude share-based compensation charges as those charges are not considered in the internal operating plans and measurement of the segment’s financial performance.

b.The following table presents revenue, depreciation and amortization, selling and marketing expenses and operating loss per segment:

  ​ ​ ​

Solutions

  ​ ​ ​

Platform

  ​ ​ ​

Unallocated *

  ​ ​ ​

Total

For the period of six months ended June 30, 2026 (unaudited)

Subscriptions

$

9,131

$

$

$

9,131

SaaS-related professional services

434

434

Transactional Platforms fees

5,282

5,282

Total revenue

$

9,565

$

5,282

$

$

14,847

Depreciation and amortization

$

932

$

753

$

$

1,685

Selling and Marketing

$

3,918

$

2,287

$

298

$

6,503

Operating loss

$

(3,034)

$

(1,592)

$

(5,147)

$

(9,773)

For the period of six months ended June 30, 2025 (unaudited)

 

 

 

 

Subscriptions

 

$

8,805

$

$

$

8,805

SaaS-related professional services

 

 

822

 

 

 

822

Transactional Platforms fees

 

 

 

4,756

 

 

4,756

Total revenue

 

$

9,627

$

4,756

$

$

14,383

Depreciation and amortization

$

1,007

$

758

$

$

1,765

Selling and Marketing

$

3,415

$

3,660

$

461

$

7,536

Operating loss

 

$

(2,385)

$

(3,430)

$

(3,380)

$

(9,195)

*Unallocated includes corporate expenses, reorganization expenses and share-based compensation.

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FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 8: — OPERATING SEGMENTS (Cont.)

For the six-month periods ended June 30, 2026 and 2025, no single Solutions customer or Platform user accounted for 10% or more of the Group’s consolidated revenue.

c.The Group’s geographic information on revenue is as follows:

  ​ ​ ​

Solutions

  ​ ​ ​

Platform

  ​ ​ ​

Total

For the period of six months ended June 30, 2026 (unaudited)

 

 

  ​

 

  ​

Europe

 

$

4,755

$

128

$

4,883

Hong Kong

 

 

154

 

2,373

 

2,527

United States

 

 

3,946

 

1,653

 

5,599

Other

 

 

710

 

1,128

 

1,838

 

$

9,565

$

5,282

$

14,847

For the period of six months ended June 30, 2025 (unaudited)

 

 

 

Europe

 

$

4,228

$

114

$

4,342

Hong Kong

 

 

161

 

2,250

 

2,411

United States

 

 

4,138

 

1,268

 

5,406

Other

 

 

1,100

 

1,124

 

2,224

 

$

9,627

$

4,756

$

14,383

The Group’s revenue from its Solutions segment is classified based on the location of the customers.

The Group’s revenue from its Platform segment is classified to its business in the location of the billing entity. This classification is independent of where the user resides or where the user is physically located while using the Group’s services.

As of June 30, 2026 and December 31, 2025, the carrying amounts of non-current assets (property and equipment, right-of-use assets, and intangible assets) are mainly in Canada, the U.S., Luxembourg, Israel, Hong Kong and Spain.

NOTE 9: — REORGANIZATION

In March 2026, Freightos announced and implemented an operational efficiency and cost reduction restructuring plan. These cost-savings initiatives and efficiencies included reducing headcount by approximately 50 employees, or about 14% of the team. This cost reduction plan is intended to enable Freightos to improve operating efficiency.

As a result of the restructuring plan, the Company recognized reorganization expenses of $1,527 during the six months ended June 30, 2026. These expenses were recognized in the statements of profit or loss as follows: $39 within cost of revenue and $1,488 within operating expenses.

As of June 30, 2026, the Company had a provision of $456, associated with the restructuring plan. The provision is expected to be substantially utilized during the remainder of 2026.

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Table of Contents

FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 10: — LOSS PER ORDINARY SHARE

The following tables detail the number of shares and loss used in the computation of basic and diluted loss per share for the six-months ended June 30, 2026 and 2025:

Number of shares

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

Weighted number of ordinary shares(*)

 

51,681,609

50,084,401

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

Loss attributed to holders of ordinary shares

$

8,089

$

8,777

(*)

The computation of diluted loss per share did not take into account potential ordinary shares (detailed below) due to their anti-dilutive effect:

a.6,111,014 and 6,476,515 shares underlying equity incentive grants to employees, directors and consultants outstanding as of June 30, 2026 and 2025, respectively, under the Company’s share-based compensation plan.
b.14,850,000 warrants outstanding as of each of June 30, 2026 and 2025.
c.99,303 ordinary shares that were issued as part of the acquisition of the Luxembourg subsidiary and are subject to certain restrictions, which were retained for customary holdbacks and net working capital adjustment.

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Table of Contents

FREIGHTOS LIMITED AND ITS SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 11: — RELATED PARTIES

a.Related parties consist of 10 directors (including the current CEO and the former CEO, whose employment terminated on January 31, 2026, and whose term on the Board ended on February 28, 2026) serving or who served for a period of time during the six months ended June 30, 2026 on the Company’s Board of Directors and 8 key officers (including the current CEO and the former CEO).
b.Benefits to directors:

  ​ ​ ​

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

Compensation to directors not employed by the Group or on its behalf

$

259

$

45

Share-based payments to directors not employed by the Group or on its behalf

414

64

$

673

$

109

Number of directors who received the above compensation from the Group

 

7

 

5

c.Compensation of key management personnel of the Group recognized as an expense during the reporting period:

For the period of

six months ended

June 30,

2026

2025

  ​ ​ ​

(unaudited)

  ​ ​ ​

(unaudited)

Short-term employee benefits

$

867

$

698

Share-based payments

 

288

 

369

$

1,155

$

1,067

Number of key officers

 

8

 

7

- - - - - - - - - - - - - -

16