Tracx Logis: DRS filing (amended)

Cover page 6 changes

As confidentially submitted to the U.S. Securities and Exchange Commission on April 24, June 4, 2026.

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Subject to Completion dated [ ], 202 6 2026

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We have applied to list our ordinary shares on the under the symbol " ." "TLGS"

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Tracx Logis Pte. Ltd. operates its business in Singapore directly and in various other jurisdictions through its wholly -owned subsidiaries, their respective branches and certain associates (which, under IFRS, are entities in which we have a significant shareholding such that we have significant influence but do not have the requisite shareholding to control). We do not have any variable interest entities ("VIEs") in China or in any other jurisdiction, except in Indonesia where we have one entity accounted for as a VIE. This VIE has been dormant from an operational perspective since 2024 and is not material to our business, operations and financial position, and there are no shareholder loans to this VIE. We expect to dissolve or put into voluntary liquidation such VIE by the end of 2026. Cash is transferred between and among Tracx Logis and its subsidiaries through capital contributions, dividends, intercompany loans or payments for intercompany sales and services in the ordinary course of business. We do not intend to distribute earnings or settle amounts owed under any agreement other than the agreements entered into in the ordinary course of business for the intercompany transactions, such as sales of products and services and executive compensation. In the years ended December 31, 2024 and 2025, the following cash transfers have been made between Tracx Logis and its subsidiaries: (a) in 2024, Tracx Logis (i) did not make any capital contribution; (ii) made intercompany loans in an aggregate amount of S$0.8 million to KCI and an aggregate amount of S$0.6 million to other subsidiaries of Tracx Logis; (iii) received repayment of intercompany loans in the amount of S$1.3 million from KCI, and repayment of loan in the amount of S$2.3 million from its subsidiary in Japan; (iv) obtained intercompany loans in an aggregate amount of S$2.7 million from KCI and its subsidiaries, and (v) repaid intercompany loans in an aggregate amount of S$0.6 million to KCI and its subsidiaries, and intercompany loans in an aggregate amount of $0.5 million to its subsidiary in Korea, and (b) in 2025, Tracx Logis (i) did not make any capital contribution; (ii) made intercompany loans in an aggregate amount of S$[ ] S$7.8 million to its subsidiary in Korea; (iii) received repayment of loans in the amounts of S$[ ] S$4.4 million from its subsidiary in Korea; and (iv) repaid intercompany loans in an aggregate amount of S$[ ] S$1.2 million to KCI.

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(1) We have also agreed to reimburse certain expenses of the underwriters and to issue to the underwriters warrants to purchase up to a total of 10% 8% of the ordinary shares sold in the offering. Such warrants and underlying shares are included in this prospectus. For additional information on underwriting compensation, see "Underwriting."

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Dominari Securities LLC

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Conventions that Apply to this Prospectus 1 change

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• "Qoo10 Pte. Ltd." or "Qoo10" refers to our former controlling shareholder, a company incorporated in the Republic of Singapore, which was primarily involved in the provision of a pan -Asian e -commerce platform particularly focused on customers and merchants in Singapore and Korea.

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Prospectus summary 21 changes

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Our technology driven solutions bring together our customers, small or large, with our long -standing vendors, including first mile, last mile, middle mile and warehouse and customs partners in Asia and throughout the world. We utilize an asset -li ght -light business model to minimize ownership or long -term lease of physical facilities and equipment, and rely on our business process know - -how and our technologies to collaborate with our partners and vendors to provide our services seamlessly. to Our customers. Our technology platform allows our customers to receive an integrated and seamless service offering at competitive price points, while allowing us to rapidly expand and grow our business cost effectively, without the need for significant capital expenditures or investment. Our open application programming interface (API) connection to our customers and vendors, including e -commerce and social media platforms, shippers, merchants and delivery partners, is the key to our ability to compete on quality and price across multiple jurisdictions.

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We had 68,387 active customers for our e -Commerce Logistics business in 2024 and [ ] 36,214 active customers in 2025. We recorded 30.4 million and [ ] 14.0 million parcels in 2024 and 2025, respectively, while engaging with over 219 delivery and fulfillment partners in 2024 and [ ] 193 delivery and fulfillment partners in 2025. Our distribution network, consisting of 4 fulfillment centers, which we refer to as Tracx Logis Fulfillment Centers, or TLFCs, and 6 delivery processing centers, or DPCs, covers our operations in 5 countries and regions across Asia and serves 34 key cross -border routes for e -Commerce Logistics business and Enterprise Logistics businesses as of December 31, 2025. These facilities, some of which house both TLFCs and DPCs, comprise approximately 68,040 68,977 square meters of storage capacity.

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Our Enterprise Logistics business handled freight forwarding volumes by air and sea recording 37,605 tons and 70,264 TEU, respectively, in 2024 and [ ] 34,711 tons and [ ] 59,967 TEU, respectively, in 2025. While our volume shipped and our active customers count both decreased between 2024 and 2025, we believe that such decreases were driven by our liquidity difficulties in 2024 and the overall macroeconomic conditions, including the increased tariff regime originating in the United States starting in early 2025. As a result, we recorded S$149.2 million and S$[ ] S$122.5 million (US$[ ] (US$95.3 million) in revenues in our Enterprise Logistics business in 2024 and 2025, respectively, representing a decrease of [ ]% 17.9% over the period.

In 2024, we faced significant liquidity and going concern issues largely driven by a significant liquidity crisis of our then parent company, Qoo10 Pte. Ltd. and its Korean businesses conducted as Tmon, WeMakePrice and Interpark Commerce, which were Korean companies that Qoo10 acquired in 2022 and 2023. The crisis was primarily a result of rapid and aggressive expansion in the Korean market, leading to Qoo10 being placed into court receivership proceedings in Singapore by the Monetary Authority of Singapore, and all subsidiaries of Qoo10 (other than us) but including the three Korean subsidiaries filing for bankruptcy, or being put in court receivership proceedings. As a result, we wrote off S$47.0 million of receivables and loans due from Qoo10 and its affiliates in 2024 as we determined that we were highly unlikely to collect from them. In addition, as a result of pledges provided by our then parent and our founding shareholder of our shares held by them, respectively, the pledgees of those shares became our shareholders at various stages in 2024 and 2025 through the exercise of their respective pledge rights. To the Company's knowledge, no shares of the Company are owned by Qoo10 or its affiliates or the founding shareholder, YB Ku, and we have not conducted any business with our former affiliates since the fourth quarter of 2024. See "Management Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring".

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• e - -Commerce Logistics — Cross -border Logistics, , Storage and Fulfillment Service for digital commerce sellers. We, directly or through our partner ecosystem, provide end -to-end cross -border logistics services for customers throughout Asia, including (i) first mile (pick up), (ii) storage and fulfillment services at origination and destination, (iii) cross -border transport on air, sea and land, (iv) customs clearance, processing and reporting, (v) pick/pack, labeling, packaging or fulfillment services, and (vi) last mile delivery. Our services are available to all shippers, small and large, and are tailored for the needs of cross -border digital sellers, including e -commerce , social media shopping and direct -to-consumer , or D2C, platforms. Our services are offered to customers through our TLPS platform, which is designed to create efficiencies for cross -border e -commerce logistics. Our TLPS platform also includes our Smart Warehouse platform, which provides a robust Warehouse Management System (WMS) and inventory management system and delivery management system. Customers of our e -Commerce Logistics services have the option of using our WMS or IMS on a subscription basis or as a component of our e -commerce , cross border logistics fees. For the years ended December 31, 2024 and 2025, our e -Commerce Logistics service revenue was S$89.0 million and S$[ ] S$42.0 million (US$32.7 million), respectively.

• Enterprise Logistics — International Freight Forwarding and Supply Chain Management Services . We provide international freight forwarding services and supply chain management solutions through KCI, our wholly owned subsidiary. KCI's international freight forwarding customers are mainly manufacturers, brands and large -scale sellers, seeking a convenient, "one -stop " solution to transport goods, supplies and materials across borders through air and sea freight services and/or cross -border land freight. While we provide bespoke Enterprise Logistics services to our largest customers, our smaller or medium -sized customers utilize our Smart Cargo platform, a technology -enabled platform (similar to our TLPS platform) designed for our Enterprise Logistics services. Our Smart Cargo platform offers our customers the ability to receive comprehensive freight cost quotations for various shipments on relevant routes on various shipping modalities, and forwarding needs, including customs, insurance and other related services. We continue to enhance our Smart Cargo platform and seek to provide an increasing variety of easy -to-use and automated services for all shippers. In particular, we expect these enhancements to bring together vendors of shipping services, on the one hand, and freight forwarding and supply chain customers, on the other hand, allowing us to aggregate volume across a larger number of geographies to provide a cost effective and global service offering. For the years ended December 31, 2024 and 2025, we recognized Enterprise Logistics service revenue in the amount of S$ 149.2 S$149.2 million and S$ [ ] 122. 5 million (US$ [ ] 95. 3 million), , respectively.

• Tmarkets Enabler. We previously conducted product sales through our Tmarkets business, selling goods on consignment and inventory basis on various e -commerce platforms using our e -commerce delivery network. This business has been discontinued since the end of 2025 and rebranded and relaunched in early 2026 as our Tmarkets Enabler business. We have leveraged our business know -how in selling products on e -commerce and other digital platforms, including strong presence on and access to e -commerce platforms, and extensive knowledge of effective digital commerce product placement, marketing and sales, and advertising to launch this service. Our initial products include our Smart AI Studio, a service that that customers can use as a part of our e -commerce logistics services or use on a stand -alone basis for a subscription fee. This platform, which is a component or an add -on on our TLPS platform, offers sellers and merchants access to selling tools for their needs, allowing them to create seller storefronts or product listings, including production of photography and product description, pricing strategy and shipping offers across geographies utilizing our proprietary AI algorithms. Using our Smart AI Studio, sellers can effectively post their product offerings on an increasing number of e -commerce platforms throughout Asia cost -effectively and efficiently. We aim to play a critical role in developing a sales and marketing strategy to customers keen on expanding their sales capability geographically and across e -commerce platforms as well as social media sales platforms. For the years ended December 31, 2024 and 2025, this revenue was combined into the e -Commerce Logistics service and classified as product revenue, amounting to S$55.8 million and S$[ ] S$2.6 million (US $2.0 million) in 2024 and 2025, respectively. We expect our Tmarkets Enabler business to be a crucial pillar of our business to help drive growth in our revenues and our e -commerce logistics shipment volumes.

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• Core technology in our TLPS platform is designed for cross -border and e -commerce logistics . Our TLPS platform is a full service ERP program developed in -house and designed to easily aggregate, integrate and normalize a large array of disparate information from various market participants in our logistics and distribution network. . TLPS facilitates seamless data interchange and communications for customers, vendors and end users that integrate our logistics network and is critical to the processing of distribution and fulfillment of cross -border deliveries. Our TLPS platform provides merchants and sellers with one point of access to review their sales and the status of shipments and returns and also provides a customer service interface to ensure that buyers' needs are addressed. Logistics services of each vendor partner, including first mile pick up, middle mile delivery, last mile delivery, customs clearance and driver delivery partners are handled on our TLPS platform with each vendor integrated onto our systems through an open API. We have over 48 approximately 4 7 vendors in 6 locales currently integrated onto our TLPS platform and continue to build out our network of partners to provide the best possible delivery prices and the highest quality (on time) services. We are approved and connected with over 27 e - -commerce platforms and social media shopping platforms, and are working with other platform partners, including Shopify and Café 24 to integrate our shipping services on their platforms.

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• We have strong relationships with our top customers and e -commerce platforms . We benefit from having a robust active customer base, resulting in part from being a first mover in the cross -border e -commerce business starting in 2011. We had an active customer base of 68,387 in 2024 and [ ] 36,214 in 2025, respectively, comprising brands, sellers, merchants and manufacturers transacting on some of Asia's major e -commerce platforms. We also have a core customer base consisting of major multinational corporations that use our Enterprise Logistics services for their freight forwarding and supply chain management needs, , built over 30 years of providing high quality services to our customers beginning in August 2, 1994. We had 7,156 7,154 and [ ] 6,070 active Enterprise Logistics customers in 2024 and 2025, respectively. We have been able to successfully maintain and expand our relationships with many of our key customers and e -commerce platform partners, which we believe are due in part to our ability to continually meet or exceed their requirements for quality, efficiency and reliability of service. We expect to increase our capacity for volumes shipped with our existing customers as we expand our business, and our ability to create scale and efficiencies will allow us to provide our vendors with the shipping volumes required to retain low cost services for our customers, creating a virtuous cycle in our businesses.

• Strong synergies among our three business es , businesses, e -Commerce Logistics, , Ent e rprise Enterprise Logistics and Tmarkets Enabler. Our three businesses are complementary and synergistic. While the e -Commerce Logistics business focuses on cross -border e -commerce , fulfillment and logistics, our Enterprise Logistics business focuses on large, multinational manufacturers with bespoke and tailored freight forwarding and supply chain management solutions. In our Enterprise Logistics business, we also offer our Smart Cargo platform, an easy -to-use , automated shipment platform, which allows aggregation of lower -volume and intermittent shipments and offers small and medium -sized businesses competitive rates, route and date options and customs and insurance services only previously available to larger shippers. Under our new Tmarkets Enabler business, we offer our Smart AI Studio and other services that offer sellers and merchants access to selling tools for their needs, including product marketing, advertising and listing of goods on key e -commerce platforms in Asia as well as the full -service logistics and delivery service inherent in our TLPS platform. In addition, we continue to lower our operational costs through lower freight and customs related costs by utilizing our growing network of vendors and agents across our core markets. In addition, by working with our existing and new customers and launching new services, we strive to help bring customers' products across multiple e -commerce and social media platforms and to new geographies, which we expect will allow us to increase the parcels shipped through our logistics network. We believe that the services we offer in our three businesses will create a virtuous cycle allowing us to cross -sell services, decrease costs and increase efficiencies and increase throughput through our integrated TLPS platform, all across our core markets, including through our recently launched Tmarkets Enabler platform. Also, we continue to expand our expertise across different product categories, also referred to as verticals, moving from our strong presence in the Korean cosmetics product market to supplements, pharmaceuticals, document and personal shipping and aggregation services.

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• Pursue strategic acquisitions and alliances. We plan to continue to consolidate our leadership position by seeking opportunities for strategic acquisitions, investments, joint ventures and partnerships to grow our business, acquire technologies and create synergies. Specifically, we aim to expand and develop the "long haul" components of both our e - C ommerce -Commerce Logistics and our Enterprise Logistics businesses by exploring potential acquisitions or alliances with like -minded companies in Asia, United States, the Middle East and Europe. We may also seek to acquire logistics companies with strengths in asset -based operations, such as logistics automation technology, and other specialized logistics services that may create vertical integration synergies for us. Also, our strong focus will be on acquiring leading technology and software companies to grow our business and expand our service offerings, while lowering cost and providing the best quality services. We continue to receive indications of interest from our competitors and partners looking for joint venture or selling opportunities. We believe that subsequent to this offering, we will have the capital, reputational strength, and know -how to seek potential merger and alliance partner opportunities. We currently do not have any specific identified opportunities, but will continue to monitor the market and respond to inquiries for joint venture or acquisition opportunities, which we will evaluate based on potential synergy benefits as well as potential revenue and income contribution relative to acquisition cost.

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In 2024 and 2025, the PRC and Hong Kong collectively accounted for approximately 28% 27% and [ ]%, 32%, respectively, of our revenues.

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For additional detail on these and other risks, see "Risk Factors — Risks Relating to Doing Business in the PRC and Hong Kong" starting on page 36 of this prospectus. Summary Risk Factors In addition to the above risks relating to our operations in the PRC and Hong Kong, our business is subject to risks and uncertainties that may materially and adversely affect us, including the following:

Summary Risk Factors

In addition to the above risks relating to our operations in the PRC and Hong Kong, our business is subject to risks and uncertainties that may materially and adversely affect us, including the following:

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• we must continue to expand increase the number of e -commerce platforms that integrate and provide offer our services as a choice on their marketplace in order to increase our customer base and volumes;

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• we are subject to risks in doing business internationally, including being subject to numerous and complex legal and regulatory regimes, and in particular, the U.S. government and other governments have threatened and/or imposed and may further impose export controls, sanctions, trade embargoes, and other heightened regulatory requirements as trade and political tensions rise;

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• we have a history of net losses from operating activities, which may continue in the foreseeable future and may raise substantial doubt about our ability to continue as a going concern;

• we have a history of net losses from operating activities, which may continue are subject to risks in the foreseeable future; doing business internationally, including being subject to numerous and complex legal and regulatory regimes; and • as a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain requirements applicable to U.S. issuers. This may afford less protection to our shareholders.

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• In 2025, Tracx Logis (i) made intercompany loans in an aggregate amount of S$[•] S$7.8 million to its subsidiary in Korea; (ii) received repayment of loans in the amounts of S$[ ] S$4.4 million from its subsidiary in Korea; and (iii) repaid intercompany loans in an aggregate amount of S$[ ] S$1.2 million to KCI.

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Our registered office is located at 5A Toh Guan Road East, #06 -03 , CWT Jurong East Logistic Centre, Singapore, 608830. Our telephone number at this location is +65 6255 4151. Our principal executive office is located at 5A Toh Guan Road East, #06 -03 , CWT Jurong East Logistics Centre, Singapore, 608830. Our telephone number at this location is +65 6661 9122. Our principal website is " https: // www. T racxlogis .com. www.Tracxlogis.com. " The information on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be a part of this prospectus or in deciding whether to purchase our ordinary shares.

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The offering 8 changes

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We have agreed to issue to the underwriters warrants to purchase up to a total of 10% 8% of the ordinary shares sold in this offering. The warrants will have an exercise price of 100% of the public offering price and be exercisable for a period commencing six (6) months from the effective date of the offering and expiring five (5) years from the commencement of sales of the offering.

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Further, all share numbers in this prospectus have been adjusted to give effect to a [ ] -for -[ ] reverse split of our ordinary shares to be effected prior to the completion of this offering.

(i) the conversion of all of our outstanding [ ] series A preferred shares into [ ] ordinary shares; and (ii) the conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into [ ] ordinary shares as described under "Principal Shareholders" and excluding shares issuable upon full vesting and/or exercise of the options granted and outstanding as of the date of this prospectus.

Further, all share numbers in this prospectus are presented on a retroactive basis to reflect a 1 -for -10 reverse split of our ordinary shares effected on May 29, 2026.

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We intend to use the net proceeds from this offering for (i) working capital, (ii) general corporate purposes, including funding the expansion of our business platform and maintenance capital expenses, and (iii) other strategic investments. See "Use of Proceeds" for more information.

We intend to apply to have our ordinary shares listed on the under the symbol "[ ]" "TLGS" Lock-up Agreements We, our directors, executive officers, and all of our existing shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ordinary shares or similar securities for a period of [ ] [180] days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information.

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• no exercise by the underwriters of their option to purchase up to [ ] additional ordinary shares from us to cover over -allotments , if any, or their warrants to purchase up to 10% 8% of the ordinary shares sold in the offering;

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• the conversion of all of our outstanding series A preferred shares into [ ] ordinary shares; and • the conversion of all outstanding convertible notes (including accrued interest thereon) into [ ] ordinary shares as described under "Principal Shareholders."

Summary Financial and Other Information 13 changes

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Other income (losses) – net

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Income tax (expense) benefit

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Other comprehensive income (loss) :

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Changes in the fair value of financial assets at fair value through other comprehensive income (0.2 ) Other comprehensive income (loss) , net of tax (0.7 ) (0.5 ) 6.0 Total comprehensive loss for the year (2.4 ) (1.8 ) (46.3 ) Total comprehensive loss for the year attributable to:

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Loss per share attributable to the ordinary equity holders of the company Basic and diluted loss per share* (2.48 (0.80 ) (0.62 ) (24.85 ) Consolidated Statements of Financial Position Data The following tables set forth our consolidated statements of financial position as of the dates presented.

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* The shares and per share information are presented on a retroactive basis to reflect the 10 -for-1 reverse share split for ordinary share of Tracx Logis Pte. Ltd, which was effective on May 29, 2026.

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(1) Adjusted EBITDA comprises loss before income tax expense, interest expense -net and depreciation and amortization, adjusted for impairment loss, share -based compensation expense, loss (gain) on valuation of derivatives — net, loss (gain) on disposal of PP&E and other assets — net, share of losses of associates, and foreign currency (gain) loss — net, certain bad debt expenses, loss (gain) on modification of lease contracts, (gain) loss on modification of debt, gain on forgiveness of certain payables, and IPO -related expenses.

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Loss (Gain) on disposal of PP&E and other assets – net

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Foreign currency (gain) loss – net

Loss (gain) on modification of lease contracts

(Gain) loss on modification of debt

Gain on forgiveness of payables

IPO-related expenses

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Risk factors 14 changes

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A significant portion of our cost of revenues are attributable to freight costs payable to sea, air and land transport companies for our cross -border transportation needs. Freight expenses were 72% and [•]% 85% of our total cost of revenues in 2024 and 2025, respectively. Freight and transportation costs are driven in part by fuel prices, both bunker fuel and jet fuel, and also impacted by port surcharges and handling costs as well as the general supply and demand conditions prevailing at the time of our contract for such transportation services, many of which factors are beyond our control. For our international freight forwarding business, we charge fees to our customers adjusting for increased transportation costs payable to third party carriers, but the volume of shipments that our customers choose to make may be negatively impacted by significant increases in transportation costs. For our e -Commerce Logistics business, we are not able to easily pass on freight cost increases to our customers in the short term and increases in freight -related costs have in the past had a significant negative impact on our gross margins. Although we do adjust cost of service from time to time based on prevailing market prices for cross -border transportation, given the low -value nature of the merchandise shipped and the discretionary nature of the transactions, any increases in shipping costs are likely to have a disproportionate impact on shipment volumes. The unexpected or significant rise in costs of transportation could have a material adverse effect on our financial results and results of operations.

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We had historically relied on a significant portion of our revenues and support from Qoo10, our former parent company. However, since our former parent's liquidity crisis began in July 2024, we no longer rely on Qoo10 or its affiliates for any of our revenues and do not receive any business, operating or technology support from any of its affiliates. See "Management Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring". For our e -Commerce Logistics business, we rely primarily on revenues from Qoo10 Japan, a wholly owned subsidiary of eBay, Inc. and from Lazada, a wholly owned subsidiary of Alibaba, a PRC based e -commerce platform. Revenues from these two platforms represented 60% and [ ] % 47% of our total e -Commerce Logistics revenues in 2024 and 2025, respectively. While our revenues attributable to other platforms and social media stores increased in 2024 and 2025, such revenues are not currently material. Our ability to grow our presence on other e -commerce and digital commerce platforms such as social media and D2C platforms will be critical to our future business prospects. Any adverse developments in the growth and development of eBay Japan or Lazada in Singapore, our inability to increase our shipments on these and other platforms or any disruptions in service or loss of customers by these platforms and others will likely have a material adverse effect on our shipment volume and may have an adverse effect on our financial condition and results of operations.

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We believe that one of our competitive strengths is our tech -enabled platform that is easily integrated by e -commerce platforms and social media platforms and digital shopping enablers, such as Shopify and Café 24, to allow merchants and sellers and their brands, and manufacturers to use our services to meet their cross -border logistics, distribution, storage and fulfillment needs. We must, using our business development and technology resources, continue to reach out and add our service offerings to new e -commerce platforms in various channels in order to grow our business and mitigate our reliance on our historical e -commerce platform relationships. Our inability to add our service offerings on additional e -commerce platforms could have a material adverse effect on our financial conditions, results of operations and prospects. We are currently approved as e -commerce logistics provider on [ ] 27 platforms, an increase of [ ] 3 additional platforms since 2024. Our inability to increase our platform presence or grow volumes on such platforms will likely have a material adverse effect on our business and prospects.

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Historically, KCI has experienced a concentration of customers. For example, KCI's top five largest customers contributed [ ]% 19% of KCI's total revenue for the year ended December 31, 2025. Although KCI has diversified its customer base over the years, its reliance on its largest customers will likely persist for the foreseeable future. Although KCI considers its relationship with its top customers to be good, no assurance can be given that future failures of service or other factors, including competition, will not result in decreased revenues from such key customers. KCI generally bids for annual contracts with its key customers and while contracts with its key customers have been renewed annually, no assurance can be given that key contracts will continue to be renewed. In addition, although key customers provide annual, quarterly and other estimates for shipment volumes, there are no fixed volume or minimum volume or shipment guarantees for such contracts. Also, although KCI has been able to adjust fees based on market conditions from time to time, the rates charged for its largest customers is generally lower than those of its smaller customers, given the volume of shipments attributable to such customers. KCI's pricing power with such large customers may be more limited. Any loss of or material reduction in volume from a major customer could have material adverse effect on our consolidated results of operations and business. In addition, KCI is reliant upon a few key agents which provide access to shipping and freight volumes for their key customers. Any deterioration of relationships between such agents and their customers would adversely affect our business and our financial results. Because the ultimate shippers are relying on the agents to handle all aspects of their freight forwarding and supply chain needs, we are not able to approach or attempt to take on such shippers or customers directly.

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We have a history of net losses, which may continue in the foreseeable future and may raise substantial doubt about our ability to continue as a going concern .

We incurred net losses of S$52.3 million and S$[ ] S$1.7 million (US$[ ] (US$1.3 million) in 2024 and 2025, respectively. Our significant net loss in 2024 was due to lower revenue, one -time bad debt expense related to receivables and loans due from Qoo10, our former parent company and its affiliates, and impairment losses on right -of-use assets, property, plant and equipment, and intangible assets, in each case, due to the Qoo10 -related events. See "Management Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring". Our significant net loss in 2025 was attributable to (i) a decline in sales and volumes, which reduced our contribution margin in absolute terms and resulted in negative operating income notwithstanding an improvement from the prior year, and (ii) higher net interest expense primarily related to debt financing through convertible notes. We also had net cash flows used in operating activities of S$16.2 million in 2024 and S$20.7 million (US$16.1 million) in 2025. We expect to continue to incur operating and net losses in the near term as we build out our platform to grow our business and continue to implement our strategic growth plans and increase efficiencies across our businesses with the aim to increase our net profits and improve our margins. We had net current liabilities of S$211.8 million (US$164.7 million) and S$215.0 million as of December 31, 2025 and 2024, respectively, primarily due to the issuances of convertible notes that are classified as current liabilities as they are convertible into equity within a year from the fiscal year ended December 31, 2025. The report from our independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024 includes an explanatory paragraph stating that the Group has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These factors raise substantial doubt about our ability to continue as a going concern. While we believe that based on our current operating plan, our existing cash equivalents and short -term financial assets, together with anticipated net proceeds from this offering, will be sufficient to fund our operations and capital expenditure requirements for at least the next 12 months, there can be no assurance that we will be able to successfully execute our business plans.

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On March 6, 2023, the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, which administers and enforces the Export Administration Regulations ("EAR"), added our then subsidiary, Korchina Logistics (HK) Ltd. ("KC HK"), to the Entity List as defined in 15 C.F.R. 744.16 (the "Entity List"). According to the Federal Register notice announcing the listing, KC HK had engaged in "activities contrary to the national security and foreign policy interests of the United States" for having "supplied and/or attempted to supply items subject to the EAR to Iran's Paradazan System Namad Arman (PASNA), an entity listed by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) as a Specially Designated National (SDN)." See 88 Fed.Reg. 13673. The Entity List designation applied only to KC HK and neither we nor any of our other subsidiaries or affiliates were on the Entity List. KC HK ceased all its operations on December 3, 2023, and is expected we expect it to be dissolved deregistered by the end of June September 2026 in accordance with applicable Hong Kong laws.

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We also anticipate that we will incur costs associated with United States corporate governance requirements, including requirements under the Sarbanes -Oxley Act, as well as rules implemented by the SEC and [Nasdaq Global Market]. We expect these rules and regulations to increase our legal and financial compliance costs and make some management and corporate governance activities more time -consuming and costly, particularly after we are no longer an "emerging growth company." These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. This could have an adverse impact on our ability to recruit and bring on a qualified independent board.

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As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain [Nasdaq Global Market ] requirements applicable to U.S. issuers. This may afford less protection to our shareholders.

As a foreign private issuer under the securities laws of the United States and within the meaning of the [Nasdaq Global Market ] corporate governance standards, as applicable, we are permitted to follow certain home country corporate governance practices in lieu of certain [Nasdaq Global Market ] requirements. A foreign private issuer must disclose in its annual reports filed with the SEC, each [Nasdaq Global Market ] requirement with which it does not comply followed by a description of its applicable home country practice. As a company incorporated in Singapore and listed on the [Nasdaq Global Market ], we expect to follow our home country practice with respect to certain corporate governance practices. Unlike the requirements of the [Nasdaq Global Market ], the corporate governance practice and requirements under Singapore law do not require us to have a compensation committee comprised of at least two independent directors or director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors. As a result, non -independent directors, may, among other things, resolve governance issues regarding our company. Accordingly, in the future you may not have the same protections afforded to holders of securities of companies that are subject to all of the requirements under United States federal securities laws and [Nasdaq Global Market ] corporate governance standards.

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In the course of preparing and subjecting our consolidated financial statements as of and for the years ended December 31, 2024 to audit, we and our independent registered public accounting firm identified certain material weaknesses in our internal control over financial reporting as of December 31, 2024, in accordance with the standards established by the PCAOB of the United States. [EL1] [EL2] The material weaknesses identified related to (i) lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of IFRS and financial reporting requirements set forth by the SEC to design and implement key controls over financial reporting process to address complex IFRS accounting issues and related disclosures, in accordance with IFRS and SEC financial reporting requirements, (ii) lack of formal internal control policies and independent supervision function to establish formal risk assessment process and internal control framework, and (iii) lack of segregation of duties in the information technology department and effective control on defining and assigning individual's rights to access systems, programs or transaction raw data, and track records or log on system activities for access to system program, data and backup monitoring. These material weaknesses will not be considered remediated until the mitigating controls have operated for the required period of time and until the operating effectiveness of the controls has been validated, through testing, by management. There can be no assurance that any remediation actions we have undertaken will be effective or that other similar issues may not arise in the future.

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We are a foreign private issuer and therefore we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain our current status as a foreign private issuer, either (a) a majority of our shares must be either directly or indirectly owned of record by non -residents of the United States or (b) (i) a majority of our executive officers or directors may not be United States citizens or residents, (ii) more than 50 percent of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would be required under current SEC rules to prepare our financial statements in accordance with GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion of our financial statements to GAAP would involve significant time and cost. We may also be required to make changes in our corporate governance practices in accordance with various SEC and [Nasdaq Global Market] rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

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The sale of a significant number of the ordinary shares or other equity securities in the public market after this offering and from the sale of shares held by our Resale Shareholders through the Resale Prospectus, or the perception that such sales may occur, could materially and adversely affect the market price of the ordinary shares. These factors could also materially impair our ability to raise capital through equity offerings in the future. Upon completion of this offering, we will have [•] ordinary shares outstanding. The ordinary shares offered in this offering will be freely tradable without restriction under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock -up agreements. Although our principal shareholders, who will hold in aggregate ordinary shares representing [•]% of our issued share capital after the completion of this offering, assuming that the over -allotment option is not exercised, will be subject to a lock -up , Any substantial sale or perceived substantial sale of the ordinary shares by our existing shareholders over a short period of time after the expiry of the applicable lock -up period (where applicable) by such principal shareholders and subject to the restrictions in Rule 144 and Rule 701 under the Securities Act could cause the share price to fall. Similar sales of ordinary shares by holders after vesting of awards or holders of options who have exercised their options under any incentive plan that we intend to implement could also cause the share price to fall. Except as otherwise described in "Underwriting," there are no restrictions on the ability of our principal existing shareholders to sell their shares. The Resale Shareholders may be willing to accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our ordinary shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares.

The publicly traded share price may be volatile. in the future.

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Use of proceeds 1 change

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The principal purposes of this offering are to facilitate our future access to the public equity markets, for growth capital as well as to use as consideration for potential strategic acquisitions and investments, incentivize and create liquidity for employees and staff and increase our brand awareness in the global markets. We plan to use the net proceeds received by us from this offering for (i) working capital, (ii) general corporate purposes, including funding the expansion of our business platform and maintenance capital expenses and (iii) other strategic investments. Specifically, we plan to use approximately $[•] in order to fund and support the business plan and operations of our technology company subsidiary to be formed and established within twelve months after this offering. Pending use of the net proceeds as described above, we intend to invest the net proceeds of this offering in short -term , interest -bearing bank deposits or money market funds.

Capitalization 2 changes

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• on a pro forma basis giving effect to (i) the conversion of all of our outstanding series A preferred shares into [ ] ordinary shares and (ii) the conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into [ ] of our ordinary shares as described under "Principal Shareholders;" and • on a pro forma as adjusted basis to reflect the issuance and sale of the ordinary shares by us in this offering at an assumed initial public offering price of $ [ ] per share, the mid -point of the estimated public offering price range shown on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' option to purchase additional ordinary shares, and our receipt of the estimated net proceeds from this offering.

As of December 31, 202 5 2025

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Selected Financial and Other Information 18 changes

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Other income ( losses ) – net

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Income tax ( expense ) benefit

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Other comprehensive income (loss) :

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Changes in the fair value of financial assets at fair value through other comprehensive income (0.2 ) Other comprehensive income (loss) , net of tax (0.7 ) (0.5 ) 6.0 Total comprehensive loss for the year (2.4 ) (1.8 ) (46.3 ) Total comprehensive loss for the year attributable to:

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Loss per share attributable to the ordinary equity holders of the company Basic and diluted loss per share * (0. 80 ) (0. 62 ) ( 24.85 ) ____________ * The shares and per share information are presented on a retroactive basis to reflect the 10 -for-1 reverse share split for ordinary share of Tracx Logis Pte. Ltd, which was effective on May 29, 2026.

Consolidated Statements of Financial Position Data

Loss per share attributable to the ordinary equity holders of the company Basic and diluted loss per share (2.48 ) Consolidated Statements of Financial Position Data The following tables set forth our consolidated statements of financial position as of the dates presented.

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Embedded Derivatives – Convertible note

Short-term financial instruments

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Short-term financial liabilities

Embedded Derivatives – Convertible note

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(1) Adjusted EBITDA comprises loss before income tax expense, interest expense -net and depreciation and amortization, adjusted for impairment loss, share -based compensation expense, loss (gain) on valuation of derivatives— net, loss (gain) on disposal of PP&E and other assets — net, share of losses of associates, and foreign currency (gain) loss — net, certain bad debt expenses, loss (gain) on modification of lease contracts, (gain) loss on modification of debt, gain on forgiveness of certain payables, and IPO -related expenses.

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Loss (gain) on valuation of derivatives

Loss (gain) on disposal of PP&E and other assets – net

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Gains Loss (gain) on modification of lease contract

Loss (gain) on modification of debt

Gain on forgiveness of payables

IPO-related expenses

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MD&A 65 changes

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Our technology driven solutions bring together our customers, small or large, with our long -standing vendors, including first mile, last mile, middle mile and warehouse and customs partners in Asia and throughout the world. We utilize an asset -light business model to minimize ownership or long -term lease of physical facilities and equipment, and rely on our business process know -how and our technologies to collaborate with our partners and vendors to provide our services seamlessly. to Our customers. Our technology platform allows our customers to receive an integrated and seamless service offering at competitive price points, while allowing us to rapidly expand and grow our business cost effectively, without the need for significant capital expenditures or investment. Our open application programming interface (API) connection to our customers and vendors, including e -commerce and social media platforms, shippers, merchants and delivery partners, is the key to our ability to compete on quality and price across multiple jurisdictions.

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We had 68,387 active customers for our e -Commerce Logistics business in 2024 and [ ] 36,214 active customers in 2025. We recorded 30.4 million and [ ] 14.0 million parcels in 2024 and 2025, respectively, while engaging with over 219 delivery and fulfillment partners in 2024 and [ ] 193 delivery and fulfillment partners in 2025. Our distribution network, consisting of 4 fulfillment centers, which we refer to as Tracx Logis Fulfillment Centers, or TLFCs, and 6 delivery processing centers, or DPCs, covers our operations in 5 countries and regions across Asia and serves 34 key cross -border routes for e -Commerce Logistics business and Enterprise Logistics businesses as of December 31, 2025. These facilities, some of which house both TLFCs and DPCs, comprise approximately 68,040 68,977 square meters of storage capacity.

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In 2024, we faced significant liquidity and going concern issues largely driven by a significant liquidity crisis of our then parent company, Qoo10 Pte. Ltd. and its Korean businesses conducted as Tmon, WeMakePrice and Interpark Commerce, which were Korean companies that Qoo10 acquired in 2022 and 2023. The crisis was primarily a result of rapid and aggressive expansion in the Korean market, leading to Qoo10 being placed into court receivership proceedings in Singapore by the Monetary Authority of Singapore, and all subsidiaries of Qoo10 (other than us), including the three Korean subsidiaries filing for bankruptcy, or being put in court receivership proceedings. As a result, we wrote off S$47.0 million of receivables and loans due from Qoo10 and its affiliates in 2024 as we determined that we were highly unlikely to collect from them. In addition, as a result of pledges provided by our then parent and founding shareholder of our shares held by them, respectively, the pledgees of those shares became our shareholders at various stages in 2024 and 2025 through the exercise of their respective pledge rights. To the Company's knowledge, no shares of the Company are owned by Qoo10 or its affiliates or the founding shareholder, YB Ku, and we have not conducted any business with our former affiliates since the fourth quarter of 2024.

Our Enterprise Logistics business handled freight forwarding volumes by air and sea recording 37,605 tons and 70,264 TEU, respectively, in 2024 and [ ] 34,711 tons and [ ] 59,967 TEU, respectively, in 2025. While our volume shipped and our active customers count both decreased between 2024 and 2025, we believe that such decreases were driven by our liquidity difficulties in 2024 and the overall macroeconomic conditions, including the increased tariff regime originating in the United States starting in early 2025. As a result, we recorded S$149.2 million and S$[ ] S$122.5 million (US[ ] (US$95.3 million) in revenues in our Enterprise Logistics business in 2024 and 2025, respectively, representing a decrease of [ ]% 17.9% over the period.

Recent Developments — Restructuring

Beginning in July 2024, we faced significant liquidity and going concern issues driven largely by a massive liquidity crisis at our then parent company, Qoo10 Pte. Ltd. and its Korean subsidiaries. The Korean business was operated by three wholly owned subsidiaries of Qoo10 in Korea, which included Tmon Co. Ltd, WeMakePrice Co. Ltd. and Interpark Commerce Co. Ltd. These companies were acquired by Qoo10 in 2022 and 2023. The crisis resulted primarily from the rapid and aggressive expansion of business in the hyper -competitive Korean e -commerce market, which ultimately resulted in Qoo10 being placed into court receivership proceedings in Singapore by the Monetary Authority of Singapore, and all of its subsidiaries (other than us), including the three Korean subsidiaries, filing for bankruptcy, or being put in court receivership proceedings in 2025.

As a result of these events, we were forced to restructure our organization. We immediately appointed a new CEO and new directors, removing the directors nominated by the former founder and Qoo10 and began to restructure our operations. We undertook a significant reduction of our work force across all of our geographies and businesses and significantly streamlined our business operations in order to conserve cash and meet our existing service obligations to our customers. We also reduced our exposure to less profitable business arrangements, ceased operations at or dissolved certain subsidiaries and reduced our exposure to certain customers and markets, in an effort to manage our cash flow and our reputation. We also immediately reduced our overhead by subletting, reducing or terminating certain warehouse and long -term contracts in Korea and Japan. We concentrated on our core customers and our core routes and shipments to ensure that we would remain a going concern post the restructuring. We also focused on our customer service efforts to ensure and allay the fears of our customers that we would be unable to meet customer expectations on quality and delivery times. As a result of our restructuring efforts, our selling and administrative expenses decreased by 59.6% from S$62.9 million in 2024 to S$25.4 million in 2025.

As a result of our determination that we would be unable to collect on significant receivables from Qoo10 and its affiliates, we wrote off S$47.0 million of receivables and loans due from Qoo10 and its affiliates in 2024. To compensate for the liquidity crisis resulting from such uncollectible receivables, we embarked on an ambitious fund -raising program. Our fund -raising efforts resulted in raising US$52.9 million in the form of convertible notes and shareholder loans from July 2024 through June 2026. The new funds enabled us to continue our core businesses and meet all of our outstanding and overdue payables, such that we are currently substantially current in all of our accounts payables. We are now gaining vendor and market support where we are able to retain new service providers and have begun to regain credit terms.

Our shareholding has also changed since the onset of Qoo10's liquidity crisis. As a result of pledges over our shares provided by Qoo10, its affiliates and its founding shareholder, our shares were transferred to various pledgees of those shares. Those pledgees became our shareholders at various stages in 2024 and 2025 through the exercise of their respective pledge rights. In addition, certain shareholders who had previously purchased exchangeable notes (exchangeable into either Qoo10's shares or our shares) from Qoo10, exercised their rights to exchange their notes for our shares and became our shareholders. To the Company's knowledge, no shares of the Company are currently owned by Qoo10 or its affiliates or the founding shareholder, YB Ku, and we have not conducted any business with our former affiliates since the fourth quarter of 2024.

In addition to the immediate liquidity and cash shortfall, our reputation and business prospects were significantly impacted by the various events surrounding the Qoo10 liquidity issues, including negative press coverage against our business and causing reputational damage. In addition to the negative liquidity and reputational impact, our business, our financial performance, our ability to pay our service providers on a timely basis, and our ability to retain and hire key employees, continue to be adversely impacted. We experienced a significant reduction in transaction volume from all our customers who were concerned with our ability to meet our contractual obligations. Many of our customers reduced shipment volumes with us or discontinued business with us altogether, both in our e -Commerce Logistics business as well as our Enterprise Logistics business, resulting in a significant reduction in revenues in 2025 compared with 2024. Also, we were unable to obtain credit or obtain credit on terms that were deemed fair or profitable from many of our vendors, and many service providers demanded cash on delivery basis, or pre -payment , or refused to work with us at all for fear that we would be unable meet our payment obligations. Our competition took advantage of our difficulties during this period through marketing efforts highlighting to our customers concern about our ability to remain in business. These efforts, which are continuing, resulted in our losing significant market share in our core markets, all of which had and continues to have a material adverse effect on our business, financial conditions and results of operations.

Overall, although revenues have decreased significantly as a result of these and other factors, our restructuring efforts had the effect of decreasing our net losses in 2025 compared to 2024. Our loss for the year decreased by 96.8% from S$52.3 million in 2024 to S$1.7 million (US$1.3 million) in 2025. Our Adjusted EBITDA also improved from a loss of S$9.4 million in 2024 to a loss of S$4.1 million in 2025.

While our success in reducing our overhead expenses, streamlining our scope of business and raising funds has allowed us to meet and exceed our customer expectations, while improving our net loss position, our revenues were significantly impacted by this crisis and we must focus on growing and regaining our market share as well as on new customer growth and engagement in core and new markets. In addition to our company -specific difficulties, the overall market conditions for the logistics and forwarding industry were challenging in 2025 and continues through 2026. Various factors have contributed to the market slowdown and bearish conditions, including in particular, the significant inflationary pressures which began post COVID -19 in 2024 and 2025, followed by significant rising interest rates globally, which have not fully reverted to pre -COVID levels. Also, there has been a marked decrease in global trade beginning in 2024 through 2025, which continues to persist today, as various global conflicts have caused the prices of raw material inputs, namely oil and gas, for shipping and transportation to increase, creating a significant reduction in supply. The hostilities that began with Russia and Ukraine in February 2024, and the conflicts in the Middle East, including with Israel and the Palestinians and Hezbollah in Lebanon and most recently, the hostilities between the US and Iran and the effective shut down of the Strait of Hormuz, continue to negatively affect our operations and financial condition. All of these developments have led to renewed inflation concerns and an overall decrease in global consumer sentiment. Also, the trade barriers and tariff conflicts that began as early as 2016 remain volatile.

All of the numerous events relating to Qoo10 and it affiliates and its impact on our business and prospects are referred to collectively as, "Qoo10 Liquidity Issue Related Events" throughout this prospectus. While we are cautiously optimistic about the remainder of 2026, no assurance can be given that supply and demand dynamics of global trade and the price of oil will stabilize in the near future. We believe that our business will continue to be impacted by various factors, many of which are outside of our control and include the key factors set forth below. See also "Risk Factors — Risks Relating to Our Business and Industry."

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Our results of operations and financial condition are affected by general macroeconomic factors and conditions in the significant markets in Asia, in particular, Singapore, Japan, Korea, Vietnam, Hong Kong Vietnam and the PRC. In particular, our business is significantly impacted by the growth and development of e -commerce transactions in each of the major markets in Asia, in particular e -commerce transactions which involve cross -border logistics, distribution, storage and fulfillment. Our enterprise logistics business is impacted by global demand for manufactured goods, such as electronic, computer and mobile phone related goods as we serve some of the larger multinational companies throughout Asia.

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In order to provide the service and geographic scope our customers expect of us, our results of operations depend in part on our ability to effectively invest in and grow our distribution network to meet the increasingly complex demands of our new and existing customers. Our distribution network, consisting of 4 TLFCs and 6 DPCs, covers our operations in 5 countries and regions across Asia and the U.S. serving [ ] 34 key cross -border routes as of December 31, 2025. With the acquisition of KCI, we have significantly expanded our geographic presence and network coverage in our key markets, including Singapore, Japan and Korea, and have established a strong foothold in key strategic markets in Asia, including Vietnam, the PRC, Malaysia and India. We have also expanded our geographic footprint in Germany, Belgium and the Netherlands and after this offering we expect to increase our presence in North America. Our ability to continue to invest in and expand our distribution network in desired locations and maintain our operating efficiency through investments in advanced logistics equipment and facilities is critical to our results of operations and financial condition. In addition, we are working with multiple network service partners, including warehouse operators, fulfillment and distribution partners and last mile leaders to build out our network infrastructure for our customers.

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Our financial condition and results of operations are significantly impacted by the cost of sea and air freight related costs and expenses. Our freight costs, whether sea or air, accounted for 68.2% 72.1% and [ ]% 85.2% of our cost of revenues in 2024 and 2025, respectively. Air and sea freight costs are expensed as incurred and are direct expenses payable to ocean and air freight operators, mainly in the Asia -Pacific region. The costs are strongly correlated with volumes and routes serviced and also correlate with seasonal trade patterns in Asia, with higher fees during the peak seasons in the fall and spring. Air and sea freight generally depend on supply and demand characteristics, including trade volumes across countries which are a direct result of economic conditions, increased consumer spending and investment and higher rates of GDP growth in the various markets. Costs are also strongly correlated with oil and gas prices, which can fluctuate due to various factors but are strongly correlated with increased demand arising from trade and volume increases as well as supply side dynamics and shocks resulting from production changes from the major oil - -producing countries in the Middle East and elsewhere. Geopolitical hostilities, such as the current conflict among Iran, the United States and Israel, will likely have a material adverse impact on supply of shipping available as well as increase our input costs. Also, the costs and expenses relating to our distribution partner expenses, such as last mile and pick -up services, are also subject to supply and demand dynamics as well as the overall cost of energy, mainly oil and gas and also labor costs. We believe that enhanced relationships with sea and air freight carriers will have a favorable impact on the cost of such services going forward as we will be able to leverage our volumes to attain more favorable pricing. In addition, as we expand our volume and geographic scope through our acquisition strategy execution, we expect to achieve economies of scale and negotiating leverage for sea and air freight costs.

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(1) The product sales business has been discontinued since the end of 2025.

(1) We only recorded product revenue as we sold our legacy inventory throughout 2025 and continued to record only de minimis revenue as we deplete our entire inventory with no plans to replenish inventory for sale or continue this business going forward.

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Finance Income — Net

Our finance income consists of interest income from banks and deposits, interest from related parties for loans and advances, and gain on valuation of derivatives Finance income from related parties includes loans provided to our affiliate, Clues Network Pvt. Ltd., an India subsidiary and gain on modification of Qoo10 Pte. Ltd. debt. Our finance costs consist primarily of interest expenses on lease obligations to the lessors, convertible notes, short -term and long -term borrowings, and loss on valuation of derivatives.

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Income Tax ( Expense ) Benefit

Income tax expenses (expense) benefits are expenses for taxes attributable to our taxable income generated in the Singapore and foreign jurisdictions. Our effective tax rate is affected by tax rates and regulations in foreign jurisdictions where we operate and the relative amounts of income we earn in those jurisdictions.

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Distribution and fulfillment partners (including first and last mile) (4) Number of countries and regions with DPC/TLFC presence (4) Enterprise Logistics Total air freight forwarding volume (tons) (5) 34,711 37,605 Total sea freight forwarding volume (TEUs) (5) 59,967 70,264 Number of countries and regions in network (4)(6) ____________ (1) "active customer" refers to a Tracx Logis customer that has transacted at least once on our platform in a given year. We view the number of active customers as an indicator of our potential for growth in revenues, the reach of our network, the awareness of our brand and the engagement of our customers. For the avoidance of doubt, the number of customers does not include customers of KCI.

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Service revenue [increased/decreased] by S$[ ] million, or [ ]%, from S$238.2 million for the year ended December 31, 2024 to S$[ ] million (US$[ ] million) for the year ended December 31, 2025, primarily due to [ ]. Our e -Commerce Logistics revenue [increased/decreased] by S$[ ] million, or [ ]%, from S$89.0 million for the year ended December 31, 2024 to S$[ ] million (US$[ ] million) for the year ended December 31, 2025, primarily due to [ ]. In 2025, we shipped [ ] million parcels, [an increase/a decrease] of [ ]% from 30.4 million parcels in 2024. [The average annual volume per active customer and pricing for our services remained steady over this period.] Our Enterprise Logistics revenue [increased/decreased] S$[ ] million, or [ ]%, from S$149.2 million for the year ended December 31, 2024 to S$[ ] million (US$[ ] million) for the year ended December 31, 2025, primarily due to [ ].

Our product revenue [increased/decreased] by S$[ ] million, or [ ]%, from S$55.8 million for the year ended December 31, 2024 to S$[ ] million (US$[ ] million) for the year ended December 31, 2025, primarily due to [ ].

Year ended December 31, 2025 Compared with Year Ended December 31, 2024 Revenue Total revenue [increased/decreased] decreased by S$[ ] S$127.0 million, or [ ]%, 43.2%, from S$294.1 million for the year ended December 31, 2024 to S$[ ] S$167.1 million (US$[ ] (US$130.0 million) for the year ended December 31, 2025, due to [ ]. a decrease in service revenue across both of our e-Commerce Logistics and Enterprise Logistics businesses, as well as a significant decrease in product sales.

Service revenue decreased by S$73.7 million, or 30.9%, from S$238.2 million for the year ended December 31, 2024 to S$164.5 million (US$127.9 million) for the year ended December 31, 2025, due to lower e -Commerce Logistics revenue and Enterprise Logistics revenue. The decrease was in large part due to the negative impact of the Qoo10 Liquidity Issue Related Events and also as a result of the continued macroeconomic downturn of global trade resulting from the continued inflationary pressures intensified by major hostilities in the Middle East and Ukraine and the continued implementation of tariff wars and trade barriers.

The decrease in service revenues arising from the Qoo10 Liquidity Issue Related Events resulted in reduced business from many customers due to concerns related to our former affiliation with Qoo10 and increased competition from competitors targeting our existing customers, particularly in our Singapore market. Our e -Commerce Logistics revenue decreased by S$47.0 million, or 52.8%, from S$89.0 million for the year ended December 31, 2024 to S$42.0 million (US$32.7 million) for the year ended December 31, 2025. In 2025, we shipped 14.0 million parcels, a decrease of 54.0% from 30.4 million parcels shipped in 2024. The average annual volume per active customer also decreased during this period from 444 to 386 in 2024 and 2025, respectively, while pricing for our services remained steady. Our active customer base also decreased from 68,387 active customers in 2024 to 36,214 in 2025 precipitated by the Qoo10 Liquidity Issue Related Events.

Our Enterprise Logistics revenue decreased by S$26.7 million, or 17.9%, from S$149.2 million for the year ended December 31, 2024 to S$122.5 million (US$95.3 million) for the year ended December 31, 2025, primarily due to decreases in shipment volume serviced by us in 2025 compared with 2024. We handled on behalf of our customers, 37,605 tons in 2024 and 34,711 tons in 2025 by air and 70,264 TEUs in 2024 and 59,967 TEUs in 2025 by ocean shipments, representing a 7.7% and 14.7% decrease, respectively, for both air and sea shipments in 2025 compared with 2024. The decrease in volumes was primarily attributable to the Qoo10 Liquidity Issue Related Events. Our Enterprise Logistics customers in particular, demand on -time delivery of their supply chain materials, as such customers engage in low inventory and just in time manufacturing processes, and are therefore particularly sensitive to credit or liquidity and reputational concerns of their forwarding providers for fear of missed shipments and/or not meeting shipping deadlines. As a result, many of our core customers significantly reduced their shipping volumes with us during this period, and we continue to face challenges as a result of the Qoo10 Liquidity Issue Related Events.

As with our e-Commerce Logistics business, global macroeconomic conditions also had a material adverse effect on our Enterprise Logistics revenues. Such factors included inflationary concerns as well as the hostilities in various regions which impacted the price of oil and supply of shipping capacity made available by the largest air and sea carriers. The resulting negative impact on consumer demand and consumer sentiment globally had a material adverse effect on our financial condition and results of operations in particular, on our Enterprise Logistics revenue. The increase in trade barriers and trade tariffs also had an overall negative impact on global trade activities in 2025 compared to 2024 and such conditions continue to persist in 2026. While we have met all of our service obligations to our Enterprise Logistics customers during this period, and while we continue to rebuild our reputation and trust with our customers, this process will require some time and our continued execution of our service obligations. We believe that our fund-raising from this offering and listing will allay many of the concerns regarding our capital strength as well as benefit our reputation such that we will be in a better position to source shipment volumes from existing and new customers.

Our product revenue decreased by S$53.3 million, or 95.4%, from S$55.8 million for the year ended December 31, 2024 to S$2.6 million (US$2.0 million) for the year ended December 31, 2025, due to our strategic decision to discontinue our inventory trading business. This business was conducted while we were still affiliated with Qoo10 and its affiliates, which operated e -commerce platforms in Asia and in particular, Korea. Without such affiliations, we determined that such business did not meet our core strategy and vision. After selling inventory on hand, we discontinued purchasing goods for sale and we do not have any plans to conduct this business in the future. Accordingly, we only recorded product revenue as we sold our legacy inventory throughout 2025 and continued to record only de minimis revenue as we deplete our entire inventory with no plans to replenish inventory for sale or continue this business going forward.

Cost of revenue [increased/decreased] decreased by S$[ ] S$120.8 million, or [ ]%, 43.5%, from S$278.1 million for the year ended December 31, 2024 to S$[ ] S$157.2 million (US$[ ] (US$122.3 million) for the year ended December 31, 2025, primarily due to [ ]. consistent with the decreases in service revenue and product revenue.

Cost of services [increased/decreased] decreased by S$[ ] S$79.5 million, or [ ]%, 33.8%, from S$235.0 million for the year ended December 31, 2024 to S$[ ] S$155.5 million (US$[ ] (US$120.9 million) for the year ended December 31, 2025, primarily due to a [ ]. lower freight -related costs for both e -Commerce Logistics and Enterprise Logistics, consistent with the decrease in service revenue. Gross margins increased slightly from 5.4% in 2024 to 5.9% in 2025, due to our restructuring efforts throughout 2025, such as headcount reductions and the sublease or closure of facilities with low utilization rates as part of our cost -saving initiatives, resulting in lower personnel expenses and depreciation and amortization expenses. In 2025, we had recorded a S$[ ] S$66.5 million [increase/decrease] decrease in freight expenses, a S$[ ] S$3.9 million [increase/decrease] decrease in employee compensation and benefits related to revenue generating activities and a S$ [•] S$7.7 million [increase/decrease] decrease in depreciation and amortization expenses related to assets used in connection with revenue generating activities, in each case, compared to 2024.

Cost of products [increased/decreased] decreased by S$[ ] S$41.3 million, or [ ]%, 95.9%, from S$43.1 million for the year ended December 31, 2024 to S$[ ] S$1.8 million (US$[ ] (US$1.4 million) for the year ended December 31, 2025, in line with [an increase/a the decrease in our product revenue as described above. We have not recorded any costs of products in 2026 and do not expect to record such costs in the future.

Gross profit [increased/decreased] decreased by S$[ ] S$6.1 million, or [ ]%, 38.3%, from S$16.0 million for the year ended December 31, 2024 to S$[ ] S$9.9 million (US$[ ] (US$7.7 million) for the year ended December 31, 2025.

1 unchanged paragraph

Selling and administrative expenses [increased/decreased] decreased by S$[ ] S$37.5 million, or [ ]%, 59.6%, from S$62.9 million for the year ended December 31, 2024 to S$[ ] S$25.4 million (US$[ ] (US$19.8 million) for the year ended December 31, 2025, primarily due to [ ]. lower general expenses and personnel expenses. In 2025, we had a S$[ ] S$30.5 million [increase/decrease] decrease in general expenses, which included a S$18.9 million decrease in bad debt expense and S$9.4 million decrease in payment commissions, as well as a S$7.0 million decrease in employee compensation and benefits, including share -based compensation expenses for employees and severance benefits, a S$[ ] million [increase/decrease] in e -commerce platform fees and professional fees and a S$[ ] S$0.1 million [increase/decrease] decrease in depreciation and amortization expenses, in each case, compared to 2024.

The decrease in general expenses was mainly attributable to lower bad debt expense of our former parent company and its affiliates which were mostly recognized as bad debt expenses in 2024. The decreased payment commissions and fees, including e -commerce platform and professional fees were in line with our discontinued product sales activity and our delay in going public plans beginning in mid-2024. The decrease in personnel expenses was primarily due to reduced headcount across all functions of our business. We had 632 salaried full time equivalent, or FTE employees across our various subsidiaries as of December 31, 2025 compared with 710 FTE employees as of December 31, 2024.

1 unchanged paragraph

We incurred other losses — net of S$10.6 million for the year ended December 31, 2024, comprised of a S$17.2 million impairmentloss impairment loss on property, plant and equipment, intangible assets and ROU right -of-use assets, and a S$6.2 million net foreign currency exchange loss, partially offset by a S$6.3 million gain on modificationof modification of lease contract and S$3.6 million net gain on disposal of property, plant and equipment. We recognized other income — net][other losses — net of S$[ ] S$10.4 million (US$[ ] (US$8.1 million) for the year ended December 31, 2025, comprised of a S$[ ] million primarily of warehouse rental income, a S$[ ] S$9.1 million net foreign currency exchange loss, a S$[ ] million of government grants gain, and a S$[ ] S$0.9 million of net miscellaneous income.

1 unchanged paragraph

We recorded net finance income — of S$4.5 million for the year ended December 31, 2024, attributable primarily to [loss gain on valuation of derivatives of S$1.2 S$35.2 million, and partially offset by net interest expenses accrued on convertible notes, short -term and long -term borrowings, and lease assets of S$5.8 million, partially offset by S$0.3 S$22.3 million, and loss on modification of interest income from bank deposits]. debt of $8.4 million. We recognized net finance income/finance costs — net] income of S$[ ] S$4.3 million (US$[ ] (US$3.3 million) for the year ended December 31, 2025 attributable to [ ]. net gain on valuation of derivatives of S$23.9 million as a result of amending the maturity of certain convertible notes due 2025 to 2028, gain on modification of debt of S$8.6 million, partially offset by net interest expenses associated with convertible notes and lease assets of $27.3 million.

1 unchanged paragraph

Share of profits of associates for the year ended December 31, 2024 was S$0.1 million, which represents the share of profits of an associate in which KCI held a 48% shareholding interest in Vietnam. Share of losses of associates for the year ended December 31, 2025 was S$[ ] million (US$[ ] million), which represents [ ]. S$622 (US$484).

Income Tax ( Expense ) Benefit

We recognized S$0.7 million and S$[ ] million (US$[ ] million) of income tax benefit S$0.7 million for the year ended December 31, 2024. [and We recognized income tax expense of S$0.8 million (US$0.6 million) for the year ended December 31, 2025, respectively], which were was primarily attributable to KCI's taxable income. for such years.

As a result of the foregoing, our loss [increased/decreased] decreased by S$[ ] S$50.6 million, or [ ]%, 96.8%, from S$52.3 million for the year ended December 31, 2024 to S$[ ] S$1.7 million (US$[ ] (US$1.3 million) for the year ended December 31, 2025.

1 unchanged paragraph

The following table sets forth the movements of our cash and cash equivalents for the years presented:

Our principal sources of liquidity have been proceeds from cash flows from financing activities, mainly issuances of equity or equity -linked securities. As of December 31, 2025, our cash and cash equivalents were S$[ ] S$12.3 million (US$[ ] (US$9.6 million). Our cash and cash equivalents primarily consist of bank deposits. Our net cash provided by used in operating activities was S$[ ] S$20.7 million (US$[ ] (US$16.1 million), primarily due to our loss of S$[ ] S$1.7 million being more than partially offset by adjustments for items such as depreciation and amortization and interest expense and changes in operating assets and liabilities. Our net cash used in operating activities was S$16.2 million in 2024, primarily due to a net loss of S$52.3 million incurred in such period.

Historically, our cash needs are were primarily for the funding of capital expenditures and working capital as we continue to invest in our growth strategy, increase geographic presence through the establishment of new DPCs and TLFCs in key markets and as we expand our marketing and customer acquisition efforts to increase our revenues. In 2024 and 2025, however, as a result of the Qoo10 Liquidity Issue Related Events, we significantly reduced our capital spending to preserve cash. We incurred capital expenditures of S$7.3 S$0.6 million and S$[ ] S$0.3 million (US$[ ] (US$0.3 million), respectively, in 2024 and 2025, which primarily related to the establishment of new maintenance capital spending for DPCs and TLFCs. We source the funds for our capital expenditures mainly from issuances of equity or equity -linked securities. We intend to use a portion of the proceeds from the this offering to continue to make expand and increase our capital expenditures to meet the expected growth in scale of our business. and expect that cash generated from our operations following the acquisition of KCI may also be used to meet our capital expenditure needs in the foreseeable future.

We had net current liabilities of S$211.8 million (US$164.7 million) and S$215.0 million as of December 31, 2025 and 2024, respectively, primarily due to the issuances of convertible notes that are classified as current liabilities as they are convertible into equity within a year from the fiscal year ended December 31, 2025. The report from our independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024 includes an explanatory paragraph stating that the Group has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These factors raise substantial doubt about our ability to continue as a going concern.

We have made mitigation plans to alleviate liquidity pressure, including:

i) actively seeking additional funding through this offering and other capital raising opportunities, either through debt or equity or equity linked issuances or loans. On January 22, 2026, the Group issued convertible notes with an aggregate principal amount of US$5.6 million and maturity term of 5 years to a third party investor;

ii) actively engaging with our largest shareholder to convert its shareholder loans to us into our equity;

iii) continuing to improve our operational efficiency through the implementation of headcount reductions and vendor selection processes, and through the attainment of improved credit terms from all of our major vendors; and iv) growing our revenues through active customer engagement and customer acquisitions and seeking market share growth.

We believe that based on our current operating plan, our existing cash and cash equivalents and short -term financial assets, together with anticipated net proceeds from this offering, will be sufficient to fund our current and planned operations and capital expenditure requirements for at least the next 12 months. However, we may decide to enhance our liquidity position or increase our cash reserve for future expansions and acquisitions through additional financing activities. The issuance and sale of additional equity would result in further dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating and financial covenants that may restrict our operations and ability to make distributions. Also, financing may not be available in amounts or on terms acceptable to us, if at all. Our ability to receive cash from dividends issued and declared by our subsidiaries may be limited in certain circumstances. See "Risk Factors — Risks Relating to our Business and Industry — The ability of our subsidiaries and associates to distribute dividends to us may be subject to requirements under the laws of their respective jurisdictions" and "Regulations."

Accordingly, the use of the going concern assumption is considered appropriate and the Group's consolidated financial statements have been prepared on a going concern basis. See Note 2.1(c) to our consolidated financial statements included elsewhere in this prospectus. The following table sets forth the movements of our cash and cash equivalents for the years presented:

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Net cash provided by used in operating activities

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Net cash provided by used in operating activities was S$[ ] S$20.7 million (US$[ ] (US$16.1 million) for the year ended December 31, 2025, primarily due to a loss for the year of S$[ ] S$1.7 million, adjusted for non -cash items such as depreciation and amortization of S$[ ] S$12.4 million, net interest expense of S$[ ] million, loss on valuation of derivatives of S$[ ] S$27.3 million, income tax expense of S$[ ] S$0.8 million, share -based compensation expense of S$[ ] S$0.6 million, impairment loss gain on trade receivable valuation of S$[ derivatives — net of S$23.9 million, unrealized gain on modification of debt of S$8.6 million, and foreign currency translation loss and transaction gain — net of S$[ ] million and impairment loss on investment in associates of S$[ ] S$9.7 million. The changes in working capital accounts mainly include (i) S$[ ] S$0.7 million decrease in trade and other receivables, (ii) S$ [ ] 12.4 million decrease in trade and other payables, and (iii) S$ [ 2.7 million decrease in other liabilities , (i v) S$0.9 million increase in other liabilities. assets, and (v) S$0.6 million decrease in inventories .

Net cash used in operating activities was S$16.2 million for the year ended December 31, 2024, primarily due to a loss for the year of S$52.3 million, adjusted for non -cash items such as impairment loss on trade receivables, intangible asset, ROU asset, and property, plant, and equipment of S$32.8 million, depreciation and amortization of S$20.2 million, unrealized foreign currency translation gain of S$5.4 million, share of profit of associates of S$0.1 million, gain on valuation of derivatives of S$35.2 million, net interest expense of S$22.3 million, provision for severance payments of S$1.1 million and income tax return of S$0.7 million. The changes in working capital accounts mainly include (i) S$7.2 million increase in trade and other receivables, (ii) S$2.4 million decrease increase in trade and other payables, (iii) S$3.5 million increase decrease in other liabilities, (iv) S$0.2 million increase in other assets, and (v) S$1.6 million decrease in inventories.

1 unchanged paragraph

Net cash generated from used in investing activities was S$5.8 S$0.7 million (US$0.6 million) for the year ended December 31, 2024, 2025, primarily due to proceeds from disposal payments for guarantee deposits of property, plant and equipment S$0.7 million, payments for short -term financial assets of S$6.5 S$0.5 million, purchase of property, plant and equipment of S$0.3 million, payments for guarantee deposits of S$0.5 million, purchase of intangible asset of S$0.2 million, partially offset by proceeds from guarantee guaranteed deposits of S$0.4 million, and proceeds from short -term financial assets of $0.2 S$0.3 million, and proceeds from disposal of property, plant, and equipment of S$0.2 million.

Net cash provided by generated from investing activities was S$[ ] million (US$[ ] S$5.8 million for the year ended December 31, 2025, 2024, primarily due to proceeds from guaranteed disposal of property, plant and equipment of S$6.5 million, proceeds from guarantee deposits of S$[ ] S$0.4 million, and proceeds from short -term financial assets of S$[•] million, proceeds from repayment of loans by related parties of S$[ ] $0.2 million, partially offset by purchase of property, plant and equipment of S$[ ] S$0.3 million, payments for guarantee deposits of S$[•] S$0.5 million, and payments for short -term financial assets purchase of S$[ ] intangible asset of S$0.2 million.

1 unchanged paragraph

Net cash used in provided by financing activities for the year ended December 31, 2025 was S$[ ] S$27.4 million (US$[ ] (US$21.3 million) primarily due to proceeds from issuance of convertible notes of S$39.1 million, loan proceeds from banks and related parties of S$7.2 million, partially offset by repayment of lease liabilities of S$[ ] S$9.7 million, repayment of borrowings of S$[ ] S$7.0 million, and interest paid of S$[ ] million, partially offset by proceeds from bank loans of S$[ ] S$2.0 million. Net cash provided by financing activities for the year ended December 31, 2024 was S$7.0 million primarily due to proceeds from issuance of convertible notes of S$11.3 million, and proceeds from loans of S$9.0 million, and proceeds from borrowings from related parties of S$6.2 million, partially offset by repayment of lease liabilities of S$9.8 million, repayment of borrowings of $6.2 million, interest paid of S$1.8 million, and repayments of borrowings from related parties of S$1.7 million.

1 unchanged paragraph

We made capital expenditures of S$[ ] S$0.3 million (US$[ ] (US$0.3 million) and S$9.1 S$0.6 million for the years ended December 31, 2025 and 2024, respectively. Capital expenditures represent mainly cash paid and payable for purchase of property, plant and equipment and intangible assets.

5 unchanged paragraphs

Other liabilities (4)

1 unchanged paragraph

(2) Represents the principal and interest payments under the terms of the convertible notes, assuming that the Qualified Equity Financing is not fulfilled prior to maturity. See note 34 33 to the consolidated financial statements of the Company included elsewhere in this prospectus.

(3) Operating lease commitments consist of the commitments under the lease agreements for our distribution processing centers, fulfillment centers, office premises and vehicles. [In addition, these amounts include the lease agreements which were committed in [2025] but did not commence in [2025].] (4) Represents other payables to a customer in settlement of accounts, payable by monthly instalments until December 2023.

9 unchanged paragraphs

Currently, our largest foreign currency exposures are those with respect to the US dollar. Relative to foreign currency exposures existing as of December 31, 2025, a 10% unfavorable movement in foreign currency exchange rates would expose us to losses in earnings. For the year ended December 31, 2025, we estimated that a 10% unfavorable movement in the US dollar against the Singapore dollar would have increased our loss after tax by S$[•] S$17.8 million. For the year ended December 31, 2025, we estimated that a 10% unfavorable movement in the US dollar against the Korean Won and the Chinese Renminbi would have increased our loss after tax by S$[•] S$0.7 million and S$[•] S$0.7 million, respectively.

3 unchanged paragraphs

The maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial assets presented on the consolidated statements of financial position. For trade and other receivables that are outstanding for more than one year, we impair the entire amount. We did not recognize any impairment losses for the year ended December 31, 2025. we recognized an impairment loss on trade receivables of S$[ ] million based on the historical observed default rates per ageing category.

31 unchanged paragraphs

Business 21 changes

2 unchanged paragraphs

Our technology driven solutions bring together our customers, small or large, with our long -standing vendors, including first mile, last mile, middle mile and warehouse and customs partners in Asia and throughout the world. We utilize an asset -light business model to minimize ownership or long -term lease of physical facilities and equipment, and rely on our business process know -how and our technologies to collaborate with our partners and vendors to provide our services seamlessly. to Our customers. Our technology platform allows our customers to receive an integrated and seamless service offering at competitive price points, while allowing us to rapidly expand and grow our business cost effectively, without the need for significant capital expenditure or investment. Our open application programming interface (API) connection to our customers and vendors, including e -commerce and social media platforms, shippers, merchants and delivery partners, is the key to our ability to compete on quality and price across multiple jurisdictions.

2 unchanged paragraphs

We had 68,387 active customers for our e -Commerce Logistics business in 2024 and [ ] 36,214 active customers in 2025. We recorded 30.4 million and [ ] 14.0 million parcels in 2024 and 2025, respectively, while engaging with over 219 delivery and fulfillment partners in 2024 and [ ] 193 delivery and fulfillment partners in 2025. Our distribution network, consisting of 4 fulfillment centers, which we refer to as Tracx Logis Fulfillment Centers, or TLFCs, and 6 delivery processing centers, or DPCs, covers our operations in 5 countries and regions across Asia and serves 34 key cross -border routes for e -Commerce Logistics business and Enterprise Logistics businesses as of December 31, 2025. These facilities, some of which house both TLFCs and DPCs, comprise approximately 68,040 68,977 square meters of storage capacity.

2 unchanged paragraphs

Our Enterprise Logistics business handled freight forwarding volumes by air and sea recording 37,605 tons and 70,264 TEU in 2024 and [ ] 34,711 tons and [ ] 59,967 TEU in 2025. While our volume shipped and our active customers count both decreased between 2024 and 2025, we believe that such decreases were driven by our liquidity difficulties in 2024 and the overall macroeconomic conditions, including the increased tariff regime originating in the United States starting in early 2025. As a result, we recorded S$149.2 million and S$[ ] S$122.5 million (US[ ] (US$95.3 million) in revenues in our Enterprise Logistics business in 2024 and 2025, respectively, representing a decrease of [ ]% 17.9% over the period.

2 unchanged paragraphs

• Core technology in our TLPS platform is designed for cross -border and e -commerce logistics . Our TLPS platform is a full service ERP program developed in -house and designed to easily aggregate, integrate and normalize a large array of disparate information from various market participants in our logistics and distribution network. TLPS facilitates seamless data interchange and communications for customers, vendors and end users that integrate our logistics network and is critical to the processing of distribution and fulfillment of cross -border deliveries. Our TLPS platform provides merchants and sellers with one point of access to review their sales and the status of shipments and returns and also provides a customer service interface to ensure that buyers' needs are addressed. Logistics services of each vendor partner, including first mile pick up, middle mile delivery, last mile delivery, customs clearance and driver delivery partners are handled on our TLPS platform with each vendor integrated onto our systems through an open API. We have over 48 approximately 47 vendors in 6 locales currently integrated onto our TLPS platform and continue to build out our network of partners to provide the best possible delivery prices and the highest quality (on time) services. We are approved and connected with over 27 e -commerce platforms and social media shopping platforms, and are working with other platform partners, including Shopify and Café 24 to integrate our shipping services on their platforms.

1 unchanged paragraph

• We have strong relationships with our top customers and e -commerce platforms . We benefit from having a robust active customer base, resulting in part from being a first mover in the cross -border e -commerce business starting in 2011. We had an active customer base of 68,387 in 2024 and [ ] 36,214 in 2025, respectively, comprising brands, sellers, merchants and manufacturers transacting on some of Asia's major e -commerce platforms. We also have a core customer base consisting of major multinational corporations that use our Enterprise Logistics services for their freight forwarding and supply chain management needs, built over 30 years of providing high quality services to our customers beginning in August 2, 1994. We had 7,156 7,154 and [ ] 6,070 active Enterprise Logistics customers in 2024 and 2025, respectively. We have been able to successfully maintain and expand our relationships with many of our key customers and e -commerce platform partners, which we believe are due in part to our ability to continually meet or exceed their requirements for quality, efficiency and reliability of service. We expect to increase our capacity for volumes shipped with our existing customers as we expand our business, and our ability to create scale and efficiencies will allow us to provide our vendors with the shipping volumes required to retain low cost services for our customers, creating a virtuous cycle in our businesses.

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In 2024, we faced significant liquidity and going concern issues largely driven by a significant liquidity crisis of our then parent company, Qoo10 Pte. Ltd. and its Korean businesses conducted as Tmon, WeMakePrice and Interpark Commerce, which were Korean companies that Qoo10 acquired in 2022 and 2023. The crisis was primarily a result of rapid and aggressive expansion in the Korean market, leading to Qoo10 being placed into court receivership proceedings in Singapore by the Monetary Authority of Singapore, and all subsidiaries of Qoo10 (other than us), including the three Korean subsidiaries filing for bankruptcy, or being put in court receivership proceedings. As a result, we wrote off S$47.0 million of receivables and loans due from Qoo10 and its affiliates in 2024 as we determined that we were highly unlikely to collect from them. In addition, as a result of pledges provided by our then parent and founding shareholder of our shares held by them, respectively, the pledgees of those shares became our shareholders at various stages in 2024 and 2025 through the exercise of their respective pledge rights. To the Company's knowledge, no shares of the Company are owned by Qoo10 or its affiliates or the founding shareholder, YB Ku, and we have not conducted any business with our former affiliates since the fourth quarter of 2024. See "Management Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring".

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We had previously conducted product sales through our Tmarkets business, selling goods on an inventory basis on various e -commerce platforms using our e -commerce delivery network. This business has been discontinued since the end of 2025 and rebranded and relaunched in early 2026 as our Tmarkets Enabler business. We have leveraged our business know -how in selling products on e -commerce and other digital platforms, including strong presence on and access to e -commerce platforms, and extensive knowledge of effective digital commerce product placement, marketing and sales, and advertising to launch this service. Our initial products include our Smart AI Studio, a service that that customers can use as a part of our e -commerce logistics services or use on a stand -alone basis for a subscription fee. This platform, which is a component or an add -on on our TLPS platform, offers sellers and merchants access to selling tools for their needs, allowing them to create seller storefronts or product listings, including production of photography and product description, pricing strategy and shipping offers across geographies utilizing our proprietary AI algorithms. Using our Smart AI Studio, sellers can effectively post their product offerings on an increasing number of e -commerce platforms throughout Asia cost -effectively and efficiently. We aim to play a critical role in developing a sales and marketing strategy to customers keen on expanding their sales capability geographically and across e -commerce platforms as well as social media sales platforms, working with key market participants to develop and implement an effective sales program from listing to payment to delivery.

1 unchanged paragraph

In 2025, we handled [•] 14.0 million parcels, representing approximately a [•] -fold 2.8-fold increase from 2015.

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Distribution and fulfillment partners (including first and last mile) (4) Number of countries and regions with DPC/TLFC presence (4) Enterprise Logistics Total air freight forwarding volume (tons) (5) 34,711 37,605 Total sea freight forwarding volume (TEUs) (5) 59,967 70,264 Number of countries and regions in network (4)(6) ____________ (1) "Active customer" refers to a Tracx Logis customer that has transacted at least once on our platform in a given year. We view the number of active customers as an indicator of our potential for growth in revenues, the reach of our network, the awareness of our brand and the engagement of our customers. For the avoidance of doubt, the number of customers does not include customers of KCI.

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D. Last Mile. Last mile refers to the delivery network and system that is responsible for the delivery of parcels to the ultimate recipient in the distribution chain, involving generally shipments to a home or office. Our primary delivery method for last mile is through leased vans and trucks operated through partnership arrangements, all under the "Tracx Logis" brand, in the various markets we serve. In Singapore, we also provide last mile services directly as well as through partnership arrangements. We also provide expedited delivery for e -commerce transactions within Singapore under the "Quick Mart" Delivery" brand, offered by Qoo10, which provides same -day delivery after purchase. We engaged [ ] 159 last mile partners as of December 31, 2025, each selected for their high quality and efficient services. We integrate our technology platform with the parcel tracking systems of our last mile delivery partners to ensure that the entire process, including request for pick up, delivery and in -transit information, is available to our customers on a seamless and real time basis. Once the recipient signs the waybill confirming receipt, a full cycle is completed.

For 2024 and 2025, we handled 14.0 30.4 million and [ ] 14.0 million parcels, respectively.

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KCI handled approximately 37,605 tons in 2024 and [ ] 34,711 tons in 2025 of air freight and approximately 70,264 TEU in 2024 and [ ] 59,967 TEU in 2025 of sea freight. respectively.

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For the year ended December 31, 2025

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As of December 31, 2025, we leased and operated 4 TLFCs and 6 DPCs across 5 countries — Singapore, Korea, Japan, Taiwan and India. These facilities comprise approximately [ ] 67,397 square meters of warehouse capacity. As of December 31, 2025, we operated, directly or on a sub -contractor basis, a fleet of [ ] 273 delivery vehicles, including [ ] 224 delivery vehicles in Singapore, where we provide last mile services directly as well as through partnership arrangements. As of December 31, 2025, KCI operated [ ] 28 container and delivery trucks and [ ] 2 warehouses with an aggregate gross area of [ ] 2,307 square meters. We offer door -to-door pick up to delivery services through our partners in each market we serve. In Singapore, we also provide door -to-door pick up services directly as well as through partnership arrangements.

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Tracx Logis Fulfillment Centers (" TLFC s") ("TLFCs")

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Our platform's strong value proposition for our customers has driven a strong increase in our customer count since launching our services to third parties in late 2018. Our active customers for e - -Commerce Logistics was 68,387 in 2024 and [ ] 36,214 in 2025, representing a CAGR of [ ]% 9.6% from 2018 to 2025. For our top 100 customers by revenue, the average annual volume shipped per customer was 444 110,716 parcels in 2024 and [ ] 48,690 parcels in 2025. In 2025, we shipped an aggregate of [ ] 14.0 million parcels, as compared to 30.4 million in 2024.

In terms of geography, customers from Korea, Japan, Singapore and India made up 56% and [ ]% 38% of our total revenues as of December 31, 2024, and December 31, 2025, respectively, and we expect that such markets will constitute the majority of our customer base in the near future, although we expect that we will see a significant increase in customer growth in India, Taiwan and Southeast Asia over the medium - -term .

1 unchanged paragraph

KCI had over 7,150 and [ ] 6,070 active customers during 2024 and 2025, respectively. KCI's largest customer accounts for approximately [ ] % 5% of its revenues in 2024 and [ ]% 6% of its revenues in 2025. KCI has also engaged with new customers, acquiring 9,816 aggregate new customers for 2024 and 2025.

13 unchanged paragraphs

As of April 2026, we have completed the trademark applications for 'Tracx Logis' and its logo in Korea, which are pending registration. Furthermore, we have filed international trademark applications under the Madrid System for Singapore, Japan, the PRC, Indonesia, the U.S., and Malaysia, which remain pending. We are the registered holder of 33 32 domain names, including www. Tracx logis.com www.Tracxlogis.com .

11 unchanged paragraphs

In addition to our own employees, we engage outsourcing firms that provide their employees to work at our facilities, especially during peak seasons and during special events and promotions by our customers. As of December 31, 2025, over 50 outsourced personnel were active in our operations during peak periods, mainly in Korea and Japan. In addition, we engage sub -contractors that provide services in certain markets, such as Singapore, India, Japan and Korea. Most of the outsourced and sub -contracted staff is directly involved in delivery and warehouse services and not office or administrative functions. Our distribution partners and service providers engage their own employees in connection with their operations.

2 unchanged paragraphs

We currently lease all of our facilities, including our offices and our DPCs, TLFCs and warehouses. Our headquarters are located at 5A Toh Guan Road East #06 -03 , CWT Jurong East Logistics Centre, Singapore. As of December 31, 2025, we leased an aggregate gross area of approximately [ ] 72,347 square meters, including [ ] 68,977 square meters of industrial and warehouse space for the administration and operation of our DPCs and TLFCs and [ ] 3,371 square meters of office space throughout various cities in Asia. As of December 31, 2025, KCI operated [ ] 2 warehouses with an aggregate gross area of [ ] 2,307 square meters.

7 unchanged paragraphs

Regulation 3 changes

277 unchanged paragraphs

Regulations Relating to Anti-Monopoly and Anti- U nfair Anti-Unfair Competition

1 unchanged paragraph

Competition among business operators is generally governed by the Anti - U nfair -Unfair Competition Law of the PRC (the "Anti - U nfair -Unfair Competition Law"), which was promulgated by the SCNPC on September 2, 1993 and amended on June 27, 2025. According to the Anti - U nfair -Unfair Competition Law, when trading on the market, operators must abide by the principles of voluntariness, equality, fairness and honesty and observe laws and business ethics. Acts of operators constitute unfair competition where they contravene the provisions of the Anti - U nfair -Unfair Competition Law and disturb market competition with a result of damaging the lawful rights and interests of other operators or consumers. When the lawful rights and interests of an operator are damaged by the acts of unfair competition, it may institute proceedings in a People's Court. In comparison, where an operator commits unfair competition in contravention of the provisions of the Anti - U nfair -Unfair Competition Law and causes damage to another operator, it will be responsible for compensating for the damages.

Although we do not believe we have engaged in any behaviors in violation of the Anti - M onopoly -Monopoly Law or the Anti - U nfair -Unfair Competition Law, such as entering into monopolistic agreements or abusing market position, we cannot assure you that the regulators would agree with us and we may be required to adjust our business practices or may be subject to penalties, such as confiscation of incomes or potential fines, if our business practices are deemed to be non -compliant with the Anti - M onopoly -Monopoly Law or the Anti - U nfair -Unfair Competition Law. We may also be subject to claims from our competitors or users, which could adversely affect our business and operations.

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Management 12 changes

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Kevin Kidoo Lee. Dr. Lee has been our Independent Director since June 2019. He is the founder of Crescendo Equity Partners and has been a Managing Partner since December 2012. Prior to that, Dr. Lee served as Head of Korea at Excelsior Capital Asia from July 2007 to March 2012. Dr. Lee also worked as a consultant at McKinsey & Company from March 2005 to June 2007. Dr. Lee holds a doctorate in Materials Science and Engineering from the Massachusetts Institute of Technology, and a bachelor's degree in Material Science and Engineering from the UC Berkeley College of Engineering. Dr. Lee was selected as one of the top 100 young innovators by MIT Technology Review in 2003.

Our board of directors will consist of 5 directors upon closing of this offering, three of whom shall be "independent" within the meaning of the corporate governance standards of the [Nasdaq Global Market] listing rules and will meet the criteria for independence set forth in Rule 10A -3 of the Exchange Act. In addition, our board of directors has adopted a code of ethics, which is applicable to each of our directors, executive officers and employees. We will make this policy available publicly on our website, www. Tracxlogis . com www.Tracxlogis.com . A director is not required to hold any shares in our company by way of qualification although certain directors have been granted certain options to purchase shares in us. See "— Employee Stock Option Plan."

3 unchanged paragraphs

Our board of directors reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly, and the Company has determined that [ ], [ ] and [ ] are "independent directors" as defined by [Nasdaq Global Market].

[ ], [ ] and [ ] are members of our audit committee; [ ] serves as the chairman of the audit committee. All members of our audit committee satisfy the independence standards promulgated by the SEC and by [Nasdaq Global Market] as such standards apply specifically to members of audit committees. We have determined that [ ] possesses accounting or related financial management experience that qualifies him as an "audit committee financial expert," as defined by the rules and regulations of the SEC.

3 unchanged paragraphs

In 2025, we and our subsidiaries paid aggregate cash compensation of S$[ ] to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers. In 2025, we had a provision of S$[ ] for pension, retirement and similar benefits to executive officers and directors.

1 unchanged paragraph

We have maintained an employee stock option plan plans (the "Employee Stock Option Plan" Plans" or the "Plan") "Plans") that provides for the grant of stock options ("Options") since 2016. As of December 31, 2025, there were 3,170,075 ordinary shares allocated for issuance under the Plan Plans upon exercise of Options. We believe that the Plan Plans will aid us in attracting, motivating and retaining employees, directors and consultants through the granting of Options. On April 28, 2026, our shareholders agreed to increase the pool of Options available under the Plans to 6,580,800 shares to be issued to certain executives.

The Plan is Plans are administered by our board of directors or any person to whom the board shall delegate any of its authority under the plan. plans. The plan administrator is authorized to, among others, construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration and to determine the provisions of each Option granted.

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Note: The above information is presented on a retroactive basis to reflect the 10 -for-1 reverse share split for ordinary share of Tracx Logis Pte. Ltd, which was effective on May 29, 2026.

1 unchanged paragraph

In general, under [Nasdaq Global Market] corporate governance standards, foreign private issuers, as defined by the rules adopted under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the [Nasdaq Global Market]. Accordingly, we intend to follow certain corporate governance practices of our home country, Singapore, in lieu of certain of the corporate governance requirements of the [ ] [Nasdaq Global Market] in respect of the following:

• the requirement under Section [ ] 5605(d) of the [ [Nasdaq Global Market ] listing rules that a compensation committee comprised of at least two independent directors governed by a compensation committee charter oversee executive compensation; and • the requirement under Section [ ] 5605(e) of the [ [Nasdaq Global Market ] listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors.

2 unchanged paragraphs

If at any time we cease to be a "foreign private issuer" under the rules of the [Nasdaq Global Market] and the Exchange Act, as applicable, our board of directors will take all action necessary to comply with the [Nasdaq Global Market] corporate governance rules.

Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the [Nasdaq Global Market] corporate governance standards. See "Description of Share Capital."

Related-party transactions 6 changes

3 unchanged paragraphs

In August, September, October and December of 2024 and 2025 , we entered into short -term short-term borrowing transactions with certain parties affiliated with our shareholder Queen Holdings Limited, pursuant to which we borrowed an aggregate of US$5,890,136 S$ 10,199,019 accruing interest at a rate of 5% per annum. As of December 31, 2024, 202 5 , a total of S$3,977,504 S$ 10,199,019 was outstanding.

3 unchanged paragraphs

Revenues relating to the freight forwarding and logistics service transactions with our associates amounted to S$28 thousand and S$ [ ] 540 thousand (US$ [ ] 420 thousand) and expenses relating to transactions with our associates amounted to S$14 thousand and S$ [•] 39 thousand (US$ [ ] 30 thousand), in each case, for the years ended December 31, 2024 and 2025, respectively.

Finance income with our associates amounted to S$41 thousand and S$[•] S$55 thousand (US$[•] (US$43 thousand) for the years ended December 31, 2024 and 2025, respectively.

As of December 31, 2024 and 2025, we had trade payables due to our associates in the amount of S$67 thousand and S$ [ ] 94 thousand (US$ [ ] 73 thousand), respectively, which represent freight forwarding and logistic service fees payable to them.

5 unchanged paragraphs

(a) An Affiliate of such person;

(a) an enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such person;

3 unchanged paragraphs

Principal stockholders 10 changes

The following table sets forth information as of [ ] the date of this prospectus regarding beneficial ownership of our ordinary shares by:

5 unchanged paragraphs

(1) [ ] ordinary shares issued and outstanding as of [ ] assuming the conversion of all of our outstanding preferred shares into [ ] ordinary shares as of [ ], 2026 and the conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into [ ] ordinary shares and as of [ ], 2026 after giving retrospective effect to the [ ] 1 -for -[ ] -10 reverse split of our ordinary shares to be effected prior to the completion of this offering; on May 29, 2026; and (2) [ ] ordinary shares issued and outstanding immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ordinary shares.

10 unchanged paragraphs

KC Small Medium Value up PEF I ( 4 ) (3)

Nol Universe Co., Ltd. (3) (4)

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** The shares and per share information are presented on a retroactive basis to reflect the 10 -for-1 reverse share split for ordinary share of Tracx Logis Pte. Ltd, which was effective on May 29, 2026.

(1) Assumes the conversion of all of our outstanding [ ] [1,094,168] preferred shares into [ ] ordinary shares and our outstanding convertible notes into [ ] ordinary shares. See "Description of Share Capital — History of Securities Issuances."

(2) Consists of (i) [ ] ordinary shares issued to Queen Holdings Limited upon conversion of preferred shares as of [ ], 2026 and (ii) [ ] ordinary shares issued to Queen Holdings Limited upon conversion of convertible notes (including accrued interest) with a principal amount of US$45,816,816.65. US$[ ]. The principal amount and interest accrued under the convertible notes can be converted at a conversion price that is the lower of (a) US$1.50 per ordinary share and (b) 70% of the initial public offering price of the ordinary shares sold in this offering. The interest under the convertible notes accrues at a rate of 5% annually between August 24, 2021 and November 22, 2024, and 10% annually thereafter. The as -converted column assumes that conversion occurs on [ ], 2026, at which date the principal amount and interest payable under the convertible notes would be US$[ ], and that such conversion has been exercised at the conversion price of US$[ ] US$[15.00] per ordinary share for [ ] ordinary shares. See "Description of Share Capital — History of Securities Issuances." Queen Holdings Limited is a limited company organized and existing under the laws of the Republic of Korea. The shares held by Queen Holdings Limited are beneficially owned by Crescendo Private Equity Fund No. 2 and Crescendo 2018 Private Equity Fund (collectively, "Crescendo Funds"), each a limited company organized and existing under the laws of the Republic of Korea and collectively holding all of the equity interests of Queen Holdings Limited. Each Crescendo Fund is managed by an investment committee comprising no less than three members. Kevin Kidoo Lee, who is one of our directors, sits on the investment committees of both Crescendo Funds. Under the so -called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of at least a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities.

1 unchanged paragraph

(4) (3) Consists of [ ] ordinary shares issued to KC Small Medium Value up PEF I upon conversion of convertible notes with a principal amount of US$42,683,967.90. US$[ ]. The principal amount and interest accrued under the convertible notes can be converted at a conversion price that is the lower of (a) US$1.50 per ordinary share and (b) 70% of the initial public offering price of the ordinary shares sold in this offering. The interest under the convertible notes accrues at a rate of 5% annually between August 27, 2021 and November 22, 2024, and 10% thereafter. The as -converted column assumes that conversion occurs on [ ], 2026, at which date the principal amount and interest payable under the convertible notes would be US$[ ], and that such conversion has been exercised at the conversion price of US$1.50 per ordinary share for [ ] ordinary shares. See "Description of Share Capital — History of Securities Issuances." KC Small Medium Value up PEF I is a company incorporated and existing under the laws of Korea. The general partners of KC Small Medium Value up PEF I are Cactus Private Equity Inc., which is a limited company organized and existing under the laws of the Republic of Korea, and Korea Development Bank, which was established under the Korea Development Bank Act. The investment decisions of KC Small Medium Value up PEF I are made by the majority vote or the unanimous vote of an investment committee comprised of four members. Each of the general partners of KC Small Medium Value up PEF I, namely Cactus Private Equity Inc. and Korea Development Bank, may nominate two members to such investment committee. Hansul Jung, one of our directors and the CEO of Cactus Private Equity Inc., sits on the investment committee. Under the so -called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of at least a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual member of the investment committee of KC Small Medium Value up PEF I exercises voting or dispositive control over any of the securities over which it holds sole investment and voting power. Accordingly, Mr. Hansul Jung is not deemed to have or share beneficial ownership of such shares. The registered address of KC Small Medium Value up PEF I is Level 1, 114, Deoksugung -gil , Jung -gu , Seoul, Korea.

(3) (4) Consists of (i) 9,828,245 982,824 ordinary shares transferred from Qoo10 Pte. Ltd. ("Qoo10") as of September 6, 2024 pursuant to a share charge agreement and (ii) [ ] ordinary shares issued to Nol Universe Co., Ltd. ("Nol Universe") upon conversion of convertible notes with a principal amount of US$1,020,000.

In 2024, our former parent company, Qoo10 was placed into court receivership proceedings in Singapore by the Monetary Authority of Singapore and certain all of its subsidiaries (not including (other than us), and our subsidiaries), filed for bankruptcy, or were put in court receivership proceedings, as a result of which none of our shares is owned by Qoo10 or the founding shareholder. See "Description of Share Capital — History of Securities Issuances" for a description of issuances of our securities that have resulted in significant changes in ownership held by our major shareholders.

Description of the securities 4 changes

20 unchanged paragraphs

Our ordinary shares, which are expected to be listed and traded on the [Nasdaq Global Market], are expected to be held through DTC. Accordingly, DTC or its nominee, Cede & Co., will be the shareholder on record registered in our register of members.

36 unchanged paragraphs

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

We intend to enter into indemnification agreements with each of our directors and officers, These agreements which will, among other things, require us to indemnify these individuals to the fullest extent permitted under Singapore law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. (on terms that the full amount of such advances is to be repaid if the individual is convicted in the relevant proceeding (with such conviction being final), final judgment is given against the individual in the relevant proceeding or, as the case may be, the court refuses to grant the individual relief on the application (with such refusal of relief being final)), save that the Company shall not provide any indemnity (to any extent) to a director or an officer against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Company save for the circumstances as permitted pursuant to Section 172A and Section 172B of the Singapore Companies Act. These indemnification rights shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our constitution, agreement, vote of shareholders or disinterested directors or otherwise.

We intend to obtain directors' and officers' liability insurance coverage that will cover certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

120 unchanged paragraphs

Shares Eligible for Future Sale 4 changes

2 unchanged paragraphs

Sales of substantial amounts of the ordinary shares in the public market could adversely affect prevailing market prices of the ordinary shares. Prior to this offering, there has been no public market for our ordinary shares, and while we have applied to list the ordinary shares on the [ ], [Nasdaq Global Market], we cannot assure you that a regular trading market will develop in the ordinary shares.

We have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our ordinary shares or securities convertible into or exchangeable for our ordinary shares during the period from the date of this prospectus continuing through the date [ ] [180] days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters.

Furthermore, each of our directors, executive officers and our shareholders, [except where applicable as a Resale Shareholder pursuant to the Resale Prospectus,] has also entered into a similar lock -up agreement with the underwriter for a period of [ ] [180] days following the closing of the offering, subject to certain exceptions, with respect to our ordinary shares, and securities that are substantially similar to our ordinary shares. See "Underwriting — Lock -up Agreements".

1 unchanged paragraph

• 1.0% of the number of our ordinary shares then outstanding, which will equal approximately [ ] ordinary shares immediately after this offering; or • the average weekly reported trading volume of our ordinary shares on the [ [Nasdaq Global Market ] during the four calendar -weeks preceding the date on which a notice of the sale on Form 144 is filed with the SEC by such person.

4 unchanged paragraphs

Tax Considerations 44 changes

2 unchanged paragraphs

The statements made herein regarding taxation are general in nature and based on certain aspects of current tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date of this prospectus and are subject to any changes in such laws or administrative guidelines, or in the interpretation of these laws or guidelines, occurring after such date, which changes could be made on a retrospective basis. These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. The statements below are not to be regarded as advice on the tax position of any holder of our ordinary shares or of any person acquiring, selling or otherwise dealing with our ordinary shares or on any tax implications arising from the acquisition, sale or other dealings in respect of our ordinary shares. The statements made herein do not purport to be a comprehensive or exhaustive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of our ordinary shares and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules. Prospective holders of our ordinary shares are advised to consult their own tax advisers as to the Singapore or other tax consequences of the acquisition, ownership of or disposal of our ordinary shares. The statements below regarding the Singapore tax treatment of dividends received in respect of our ordinary shares are based on the assumption that the Company is tax resident in Singapore for Singapore income tax purposes. It is emphasized that neither the Company nor any other persons involved in this prospectus accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of our ordinary shares.

1 unchanged paragraph

An individual is a tax resident in of Singapore for Singapore income tax purposes in a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he is considered (based on a qualitative evaluation of all facts and circumstances) to be a person who in fact resides in Singapore except for temporary absences not inconsistent with a claim to be tax resident in Singapore.

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A corporate taxpayer is regarded as resident in Singapore for Singapore tax purposes if the control and management of its business is exercised in Singapore.

Certain concessions and clarifications have also been announced by the Inland Revenue Authority of Singapore ("IRAS") with respect to such conditions.

A non -resident corporate taxpayer is subject to income tax on income that is accrued in or derived from Singapore, and on foreign -sourced income received or deemed received in Singapore, subject to certain exceptions.

A corporate taxpayer is regarded as a tax resident of Singapore for Singapore income tax purposes if the control and management of its business is exercised in Singapore. "Control and management" refers to the making of key strategic decisions, such as those relating to the company's policies, business direction and major investments, and is distinct from the day -to-day operational management of the business. The determination of tax residence is a question of fact and is typically assessed on an annual basis, In practice, the Inland Revenue Authority of Singapore (" IRAS ") will generally regard control and management as being exercised in Singapore where the board of directors primarily meets in Singapore and makes substantive strategic decisions there.

Corporate taxpayers who are Singapore (whether tax residents resident or not) are subject to Singapore income tax on income accruing in or derived from Singapore and, subject to certain exceptions, on foreign -sourced income received or deemed to be received in Singapore. Foreign -sourced income in the form of dividends, branch profits and service income received or deemed to be received in Singapore by Singapore tax resident companies on or after June 1, 2003 are exempt from tax if certain prescribed conditions are met, including the following:

Foreign -sourced income is deemed to be received in Singapore when it is:

(i) remitted, transmitted to or brought into Singapore;

(ii) used to pay off any debt incurred in respect of a trade or business carried on in Singapore; or (iii) used to acquire movable property which is brought into Singapore.

Foreign -sourced income in the form of dividends, branch profits and service income received or deemed to be received in Singapore by Singapore tax resident companies on or after June 1, 2003 are exempt from tax if the following conditions are met:

(i) such income is subject to tax of a similar character to income tax under the law of the jurisdiction from which such income is received; and (ii) at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is not less than 15%.

(ii) at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is not less than 15%; and (iii) the Comptroller of Income Tax in Singapore is satisfied that the tax exemption is beneficial to the taxpayer.

From July 30, 2004, as an administrative concession, the foreign -sourced income exemption was extended to cover specified foreign income which is exempt in the source jurisdiction due to tax incentives for substantive business activities carried out there.

Sections 13(12) of the Income Tax Act 1947 of Singapore (" ITA ") provides further tax exemptions for foreign -sourced income falling within certain scenarios outside the exemption available under section 13(8) of the ITA and which are specified in guidance issued by the IRAS. In summary, the scenarios:

(i) generally apply to underlying income from originating source jurisdictions with headline tax rates on trade or business income of a company of at least 15% but the scenarios also extend to jurisdictions with lower tax rates where Singapore has concluded a double tax agreement (including agreements that have been signed but are pending ratification) which specifically treats the foreign tax rate condition as satisfied;

(ii) in most instances require that substantive business activities be conducted in the originating source jurisdiction;

(iii) encompass (amongst others) situations where no tax is payable in the originating source jurisdiction due to reasons such as utilized tax losses or capital allowances, tax consolidation regimes, tax incentives, or exemptions for gains of a capital nature, as well as situations where income is transmitted to Singapore up through a chain of intermediate holding companies, and also certain situations where the taxpayer had acquired foreign intermediate holding companies and receives dividends which ultimately originate from substantive business activities in Singapore.

The exemption under Section 13(12) of the ITA is subject to administrative requirements, including the submission of a specified declaration or application form.

Where foreign -sourced income remitted to Singapore does not qualify for exemption, a Singapore tax resident company may claim a foreign tax credit (" FTC ") for foreign tax paid on that income, subject to satisfying the relevant conditions. The FTC is capped at the lower of the Singapore tax attributable to that foreign income (net of expenses); and the actual foreign tax paid on the income.

A Singapore tax resident company may, alternatively, elect to claim foreign tax credits on a pooled basis for selected items of foreign -sourced income, instead of the usual source -by-source and country -by-country basis, subject to certain conditions including in particular that the highest tax rate on corporate trade or business profits in that jurisdiction is at least 15% at the time the income is received in Singapore. The FTC allowed under the pooling system is capped at the lower of the Singapore tax attributable to the pooled foreign income (net of expenses) and the total foreign taxes paid on that income.

Non -resident corporate taxpayers are generally not entitled to claim the tax exemptions for foreign source income or foreign tax credits described above.

Subject to the following paragraphs, the income tax legislation of Singapore only taxes amounts of an income nature, and Singapore generally does not impose tax on gains considered to be of a capital nature. Generally, but subject to the following paragraphs, there is no specific statutory rule test which determines whether a gain is income or capital in nature.

Section 13W of the ITA provides a safe harbour in the form of an exemption of gains or profits arising from the disposal by a company of ordinary shares held in another company. Prior to January 1, 2026, to qualify for the tax exemption, the divesting company must have legally and beneficially held at least 20.0% of the ordinary shares of the company whose shares are being disposed of ( investee company ) for a continuous period of at least 24 months immediately prior to the date of disposal of such shares.

The above -mentioned "safe harbour rule" is not applicable certain scenarios, including the following:

(i) The disposal of shares from 1 June 2022 of an unlisted investee company which is in the business of trading, holding or developing immovable properties in Singapore or abroad, subject to certain exceptions;

(ii) The disposal of shares by a divesting company in the insurance business industry (as referred to under section 26 of the ITA); and (iii) The disposal of shares by a partnership, limited partnership or limited liability partnership where one or more of the partners is a company or are companies.

With respect to disposal gains derived on or after January 1, 2026: (i) the scope of eligible gains have been expended to also cover gains from the disposal of preference shares that are accounted for as equity by the investee company under the applicable accounting principles; and (ii) the assessment of the shareholding threshold condition can be done on a group basis.

From January 1, 2024, under section 10L of the ITA, gains from the sale or disposal by an entity of a 'relevant group' of any movable or immovable property situated outside Singapore received (or deemed received) in Singapore from outside Singapore, (which would not otherwise be chargeable to tax as income under the ITA or which would otherwise be exempt under the ITA) will be treated as income chargeable to tax under the ITA unless the entity has satisfies an economic substance requirement in Singapore.

An entity will be considered a member of a 'relevant group' if its assets, liabilities, income, expenses and cash flowers are included in the consolidated financial statements of the parent entity of the group or are excluded from the consolidated financial statements of the parent entity of the group solely on size or materiality grounds or on the grounds that the entity is held for sale. A 'relevant group' is a group where the entities of the group are not all incorporated, registered or established in a single jurisdiction or any entity of the group has a place of business in more than one jurisdiction.

For this purpose, any registered shares, equity interests or securities, or any right or interest in any registered shares, equity interests or securities, are situated where the shares, equity interests or securities are registered or, if registered in more than one register, where the principal register is situated and, subject to that, any shares in or securities issued by a company, or any right or interest in such shares or securities, are situated where the company is incorporated.

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For YA 2026, a CIT Rebate of 40% of the corporate tax payable was granted to all taxpaying companies, whether tax resident or not. In addition, active companies employing at least one local employee in 2025 (referred to as the "local employee condition") will receive a minimum benefit of S$2,000 in the form of a CIT Rebate Cash Grant. The total maximum benefits of the CIT Rebate and CIT Rebate Cash Grant that a company may receive is S$40,000.

1 unchanged paragraph

The following treatments will apply if and for so long as our company is a tax resident of Singapore (i.e. if the management and control of our company's business by our board of directors is primarily conducted from Singapore).

1 unchanged paragraph

Dividends received in respect of our ordinary shares by either a resident or non -resident of Singapore are not subject to Singapore withholding tax, on the basis that the Company is a tax resident of Singapore and under the one -tier system.

1 unchanged paragraph

In the event that our company is not or ceases in the future to be a Singapore tax resident, dividends paid by our company would likely be considered to be foreign -source income in the hands of a shareholder which is not carrying on a trade or business in Singapore of dealing in our shares.

1 unchanged paragraph

Singapore does not impose tax on capital gains. There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. Gains arising from the disposal of our ordinary shares may be construed to be of an income nature and subject to Singapore income tax, especially if they arise from activities which the IRAS regards as the carrying on of a trade or business in Singapore.

Gains arising from the disposal of our ordinary shares may be construed to be of an income nature and subject to Singapore income tax if they arise from activities which the IRAS regards as the carrying on of a trade or business in Singapore of dealing in securities. Gains derived from the disposal of our ordinary shares may also be taxable in Singapore if they constitute gains or profits of an income nature under section 10(1)(g) of the ITA (for example where our shares are acquired for the purposes of short term resale at a prior) and such gains are regarded as sourced in Singapore or received or deemed received in Singapore. Generally, in determining whether a holder's gain from the disposal of our shares is sourced in Singapore, it would be relevant to look at the activities of the holder and where these were undertaken from. The mere fact that we are a Singapore -incorporated company would not by itself mean or indicate that gains from the disposal of our shares would be considered to be Singapore -source .

Please also refer to the description of the safe harbour in Section 13W of the ITA under the section on "— Corporate Income Tax " above.

2 unchanged paragraphs

Non -Singapore shareholders are also advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence and the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.

6 unchanged paragraphs

Where our ordinary shares are sold by a GST -registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore and who is outside Singapore at the time of supply, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at 0%. Any input GST incurred by the GST -registered investor in making such a supply in the course of or furtherance of a business may be fully recoverable from the Singapore Comptroller of GST. Investors should seek their own tax advice on the recoverability of GST incurred on expenses in connection with the purchase and sale of our ordinary shares.

Services consisting of arranging, brokering, underwriting or advising on the issue, allotment or transfer of ownership of our ordinary shares rendered by a GST -registered person to an investor belonging in Singapore for GST purposes in connection with the investor's purchase, sale or holding of our ordinary shares will be subject to GST at the standard rate of 9.0%. Similar services rendered by a GST registered person contractually to and for the direct benefit of an investor belonging outside Singapore and who is outside Singapore at the time of supply should generally, subject to the satisfaction of certain conditions, be subject to GST at 0%.

Singapore GST reverse charge also applies where a GST -registered person obtains services (other than certain supplies such as exempt supplies) from an overseas supplier and where the recipient of the supply is not entitled to full input tax credit or belongs to a GST group that is not entitled to full input tax credit.

6 unchanged paragraphs

Subject to the discussion below under "Passive Foreign Investment Company," distributions of cash or property paid to a U.S. Holder with respect to ordinary shares generally will be included in the U.S. Holder's gross income on the day actually or constructively received by the U.S. Holder from foreign sources to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of earnings and profits will be treated as a non -taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in the ordinary shares and thereafter as capital gain. Because we do not intend to calculate our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Under current law, with respect to certain non -corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate, rather than the marginal tax rates generally applicable to ordinary income, applicable to "qualified dividend income," provided that (1) the ordinary shares are readily tradable on an established securities market in the United States, including the [ ], [Nasdaq Global Market], (2) we are neither a PFIC nor treated as such with respect to such U.S. Holder for the taxable year in which the dividend is paid and the preceding taxable year and (3) certain holding period requirements are met. We intend to apply to list our ordinary shares on the [ ]. [Nasdaq Global Market]. Provided the listing is approved on the [ ], [Nasdaq Global Market], which are established securities markets in the United States, our ordinary shares are expected to be readily tradable on an established securities market. The dividends will not be eligible for the dividends received deduction available to corporations in respect of dividends received from other U.S. corporations.

13 unchanged paragraphs

The mark -to -market election is available only for "marketable stock," which is stock that is regularly traded in other than de minimis quantities on at least 15 days during each calendar quarter on a qualified exchange, including the [ ], [Nasdaq Global Market], or other market, as defined in applicable regulations. The ordinary shares will be listed on the [ ], [Nasdaq Global Market], and we expect, although no assurance can be given, that they will be regularly traded on the [ ]. [Nasdaq Global Market]. It is unclear whether the ordinary shares will be treated as "marketable stock" for purpose of the mark -to -market rules. In addition, the mark -to -market election generally would not be effective for any lower -tier PFICs. U.S. Holders are urged to consult their own tax advisers regarding the U.S. federal income tax consequences that would arise if we are treated as a PFIC while such holders hold ordinary shares.

8 unchanged paragraphs

Plan of distribution 10 changes

Dominari Securities LLC

In connection with this offering, we have entered into an underwriting agreement with Dominari Securities LLC, [ ], as representative of the underwriters, or the representative, in this offering. The representative may retain other brokers or dealers to act as sub -agents or selected dealers on their behalf in connection with this offering. Each underwriter has agreed to purchase from us, on a firm commitment basis, the number of ordinary shares set forth opposite its name below, at the offering price less the underwriting discounts set forth on the cover page of this prospectus:

5 unchanged paragraphs

We have granted the underwriters an over -allotment option. This option, which is exercisable for up to ___ [30] days after the closing of this offering, permits the underwriters to purchase a maximum of ____ additional ordinary shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters may exercise this option solely for the purpose of covering over -allotments , if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ordinary shares as the number listed next to the underwriter's name in the preceding table bears to the total number of ordinary shares listed next to the names of all underwriters in the preceding table.

1 unchanged paragraph

The underwriting discounts for the ordinary shares, including the over -allotment shares are equal to 10% 8% of the offering price. The underwriting discounts do not include certain out -of-pocket expenses, each as described below.

2 unchanged paragraphs

Underwriting discount (10.0%)

Underwriting discount (8.0%)

5 unchanged paragraphs

The Company has agreed to issue to the representative or its designees warrants to purchase up to a total of 10% 8% of the ordinary shares sold in this offering. Such warrants and underlying ordinary shares are included in this prospectus. The warrants will have an exercise price of $ per share equal to 100% of the public offering price per ordinary share and will be exercisable for a period commencing six (6) months from the effective date of the offering and expiring five (5) years from the commencement of sales of the offering in compliance with FINRA Rule 5110. The warrants have been deemed compensation by FINRA and are therefore subject to a 6 -month lock -up pursuant to Rule 5110 of FINRA. The underwriters (or their permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from effectiveness. The warrants may be exercised as to all, or a lesser number of ordinary shares and will provide for cashless exercise in the event there is not an effective registration statement for the underlying shares. Such warrants will provide for registration rights upon request, in certain cases. The sole demand registration right provided will not be greater than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D). The warrants will have anti -dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F). The Company will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or the Company's recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of ordinary shares at a price below the warrant exercise price.

2 unchanged paragraphs

Pursuant to "lock -up " agreements, our executive officers and directors and all existing shareholders have agreed, subject to limited exceptions, without the prior written consent of the representative not to directly or indirectly offer to sell, sell, pledge or otherwise transfer or dispose of any of our ordinary shares, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of our ordinary shares, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any of our ordinary shares or securities convertible into or exercisable or exchangeable for ordinary shares or any of our other securities or publicly disclose the intention to do any of the foregoing, for a period of _______ [180] days from the closing date of this offering.

We have agreed that without the prior written consent of the representative, we will not, for a period of _____ [180] days after the closing of this offering, subject to certain exceptions, (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections (a) or (b) hereof.

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In connection with this offering, the underwriters and selling group members may engage in passive market making transactions in our ordinary shares on the ___________ [Nasdaq Global Market] in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, then that bid must then be lowered when specified purchase limits are exceeded.

4 unchanged paragraphs

Expenses of the Offering 1 change

5 unchanged paragraphs

All amounts in the table are estimates except the SEC registration fee, the [ ] [Nasdaq Global Market] listing fee and the FINRA filing fee. The Company will pay all of the expenses of this offering.

Legal Matters 1 change

The validity of the ordinary shares and certain other matters of Singapore law will be passed upon for us by Allen Overy Shearman Sterling LLP. Certain matters of U.S. federal and New York state law will be passed upon for us by Allen Overy Shearman Sterling. Certain legal matters with respect to PRC laws in connection with this offering will be passed upon for us by Global Law Office. Sichenzia Ross Ference Carmel LLP, New York, New York, is acting as counsel with respect to New York state and United States federal law for the representative. underwriters.

Experts 1 change

The consolidated financial statements of Tracx Logis Pte. Ltd. as of December 31, 2024 and December 31, 2025, and for the year years then ended included in this prospectus have been so included in reliance on the report of Marcum Asia CPAs LLP, an independent registered public accounting firm ("Marcum Asia"), given on the authority of said firm as experts in auditing and accounting. The office of Marcum Asia is located at Seven Penn Plaza, Suite 830, New York, NY 10001.

Index to the Consolidated Financial Statements 1 change

Consolidated Financial Statements of Tracx Logis Pte. Ltd. as of and for the year ended December 31, 2024 Report of Independent Registered Public Accounting Firm (PACOB ID: 5395) Consolidated Statement Statements of Financial Position as of December 31, 2025 and 2024 Consolidated Statement Statements of Loss and Other Comprehensive Loss for the Year Years Ended December 31, 2025 and 2024 Consolidated Statement Statements of Changes in Equity for the Year Ended December 31, 2025 and 2024 Consolidated Statement Statements of Cash Flows for the Year Ended December 31, 2025 and 2024

Notes to the financial statements 35 changes

5 unchanged paragraphs

We have audited the accompanying consolidated financial position of the Tracx Logis Pte. Ltd. ("Company") as of December 31, 2025 and 2024, the related consolidated statements of loss and other comprehensive loss, changes in equity and cash flows for each of the year two years in the period ended December 31, 2024, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the year two years in the period ended December 31, 2024, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides audits provide a reasonable basis for our opinion.

31 unchanged paragraphs

* The shares and per share information are presented on a retroactive basis to reflect the 10 -for-1 reverse share split for ordinary share of Tracx Logis Pte. Ltd, which was effective on May 29, 2026.

3 unchanged paragraphs

For the year ended December 31, 2024

2 unchanged paragraphs

Other income (losses) – net

3 unchanged paragraphs

Income tax (expense) benefit

9 unchanged paragraphs

Changes in the fair value of financial assets at fair value through other comprehensive loss income (184,502 ) Other comprehensive income (loss), net of tax (681,039 ) 6,006,305 Total comprehensive loss for the year (2,358,611 ) (46,298,922 ) Total comprehensive loss for the year is attributable to:

2 unchanged paragraphs

Loss per share attributable to the ordinary equity holders of the company Basic and diluted loss per share* (0.80 ) (24.85 ) ____________ * The shares and per share information are presented on a retroactive basis to reflect the 10 -for-1 reverse share split for ordinary share of Tracx Logis Pte. Ltd, which was effective on May 29, 2026.

Loss per share attributable to the ordinary equity holders of the company Basic and diluted loss per share (2.48 ) The accompanying notes form an integral part of the consolidated financial statements.

2 unchanged paragraphs

For the year ended December 31, 2024

6 unchanged paragraphs

− Exchange differences on translation of foreign operations

− Share of other comprehensive loss of associates asso ciates

Total comprehensive loss for the year

4 unchanged paragraphs

The accompanying notes form an integral part of the consolidated financial statements.

Other comprehensive loss for the year, net of tax

− Remeasurement of defined severance benefits

− Remeasurement of financial instruments (FVOCI)

− Exchang e differences on translation of foreign operations (1,143,529 (1,143,529 (1,143,529 ) − Share of other comprehensive loss of associates — — (22,898 ) — (22,898 ) — (22,898 ) Total comprehensive loss for the year — — (1,166,427 ) (1,192,183 ) (2,358,610 ) (1 ) (2,358,611 ) Share-based payments — — 598,863 — 598,863 — 598,863 Total transactions with owners, in their capacity as owners — — 598,863 — 598,863 — 598,863 Balance at December 31, 2025 21,198,987 66,479,284 11,267,281 (260,690,391 ) (161,744,839 ) (18 ) (161,744,857 ) The accompanying notes form an integral part of the consolidated financial statements.

2 unchanged paragraphs

For the year ended December 31, 2024

7 unchanged paragraphs

Impairment loss on financial assets

Impairment loss on short-term loan

Impairment loss on intangible assets

Impairment loss on ROU Asset

Impairment loss on property, plant and equipment

Impairment loss on guarantee deposits

Gain on valuation of derivatives

Gain on disposal of property, plant and equipment, net

Gain on dissolution of a subsidiary

Gain on termination of leases

Gain on modification on lease contract

(Reversal of impairment) impairment loss on extinguishment financial assets (2,728,035 ) 16,174,819 Impairment loss on short-term loan — 46,034 Impairment loss on intangible assets — 1,397,492 Impairment loss on ROU Asset — 14,021,934 Impairment loss on property, plant and equipment — 1,161,830 Income tax expense (benefit) 761,319 (705,150 ) Interest expense 28,452,799 22,569,281 Interest income (215,948 ) (281,853 ) Impairment loss on guarantee deposits — 592,570 Gain on valuation of derivatives 7, 33 (23,942,763 ) (35,218,590 ) Gain on disposal of property, plant and equipment, net (62,477 ) (3,551,075 ) Gain on dissolution of a subsidiary (60,396 ) (654,798 ) Gain on termination of leases (168,175 ) (803,600 ) Gain on modification on convertible notes lease contract — (6,287,161 ) Gain on foreign currency transactions (7,018,246 ) — (Gain) Loss on modification of debt (8,552,721 ) 8,435,024 Miscellaneous income, net (602,957 ) (380,770 ) (4,767,947 ) (6,955,987 ) Changes in working capital Trade and other receivables 669,616 (7,241,996 ) Inventories 610,149 1,628,084 Other assets (876,083 ) (175,444 ) Trade and other payables (12,353,122 ) 2,361,566 Other liabilities (2,651,463 ) (3,521,648 ) Defined severance benefits (1,166,446 ) (2,182,554 ) Cash used in operations (20,535,296 ) (16,087,979 ) Interest received 174,930 190,503 Income tax paid (331,594 ) (322,956 ) Net cash used in operating activities (20,691,960 ) (16,220,432 ) Tracx Logis Pte. Ltd. Consolidated Statements of Cash Flows — (Continued) For the year ended December 31, 2024 Amounts in Singapore dollars ("SGD") Notes For the years ended December 31, 2025 2024 SGD SGD Cash flows from investing activities Proceeds from short-term financial instruments assets 275,649 183,348 Payments for short-term financial instruments assets (521,804 ) (271 ) Proceeds from guarantee deposits 431,150 407,021 Payments for guarantee deposits (667,165 ) (525,150 ) Purchases of property, plant and equipment (336,548 ) (323,595 ) Disposal of property, plant and equipment 247,808 6,509,529 Purchases of intangible assets — (226,830 ) Proceeds from disposal of FVOCI financial assets 101,338 — Payment Provision for asset retirement (142,656 ) — Loans to related parties (125,650 ) (220,110 ) Net cash (used in) provided by investing activities (737,878 ) 5,803,942 Cash flows from financing activities Proceeds from issuance of new shares, net of issuance costs — 46,893 Proceeds from borrowings 908,631 8,968,424 Interest paid (2,026,729 ) (1,803,513 ) Repayment of borrowings (7,039,583 ) (6,159,620 ) Payment of bond issuance costs (9,188 ) — Repayments of borrowings from related parties — (1,675,896 ) Proceeds from borrowings from related parties 6,248,047 6,113,135 Principal repayment of lease liabilities (9,712,991 ) (9,787,600 ) Proceeds from issuance of convertible notes 39,077,489 11,295,797 Net cash provided by financing activities 27,445,676 6,997,620 Net increase / (decrease) in cash and cash equivalents 6,015,838 (3,418,870 ) Cash and cash equivalents Beginning of financial year 7,336,616 9,389,952 Effects of exchange rate changes on cash and cash equivalents (1,056,888 ) 1,365,534 End of financial year 12,295,566 7,336,616 The accompanying notes form an integral part of the consolidated financial statements.

1 unchanged paragraph

Note 1: General information 32 changes

2 unchanged paragraphs

The consolidated financial statements as of and for the year ended December 31, 2025 and 2024 comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities").

1 unchanged paragraph

(b) Consolidated Subsidiaries as of December 31, 2024 2025

The Group has the following principal subsidiaries as of December 31, 2024: 2025:

1 unchanged paragraph

Tracx Logis Korea Co., Ltd. (Formerly named as Qxpress Inc.) (*1)

1 unchanged paragraph

Tracx Logis Japan Co., Ltd. (Formerly named as Qxpress Corp.) (*1)

3 unchanged paragraphs

Tracx Logis India Private Limited (Formerly Qxpress India Pvt. Ltd.) (*3,4) Logistics India 99.9% Qxpress HK Limited (*5) Freight Forwarding and Logistics Hong Kong 100% KC International Holdings Limited (*6) Freight Forwarding and Logistics Hong Kong 100% KC International (H.K.) Limited (*6) Investment holding and logistics services Hong Kong 100% KC Global Sourcing Limited (*6) Packaging and shipping services Hong Kong 100% Global Cargo Alliance Limited (*6) Air cargo and freight agency services Hong Kong 100% KDS Global Logistics Limited (*6) Warehouse storage services Hong Kong 100% KCI Insurance Agency Limited (*6) Insurance agency services Hong Kong 100% Korchina Freight (Mainland) Limited (*7) Freight forwarding and logistics services Hong Kong 100% Megatrans logistics Ltd. (*6) Freight forwarding and logistics services Hong Kong 100% Allied Partners Group (*6) Logistics information services Hong Kong 100% KC INTL Logistics Singapore Pte. Ltd. (*6) Freight forwarding services Singapore 100% Tracx Logis Pte. Ltd.

Tracx Logis India Private Limited (*3,4)

Qxpress HK Limited (*5)

Freight Forwarding and Logistics

KC International Holdings Limited (*6)

Freight Forwarding and Logistics

KC International (H.K.) Limited (*6)

Investment holding and logistics services

KC Global Sourcing Limited (*6,7)

Packaging and shipping services

Global Cargo Alliance Limited (*6,7)

Air cargo and freight agency services

KDS Global Logistics Limited (*6)

Warehouse storage services

KCI Insurance Agency Limited (*6)

Insurance agency services

Korchina Freight (Mainland) Limited (*8)

Freight forwarding and logistics services

Megatrans logistics Ltd. (*6,7)

Freight forwarding and logistics services

Allied Partners Group (*6,7)

Logistics information services

KC INTL Logistics Singapore Pte. Ltd. (*6)

Freight forwarding services

KDS (Singapore) Pte Limited (*6)

Warehouse storage services

Tracx Logis Pte. Ltd.

Note 1: General information (cont.) 11 changes

1 unchanged paragraph

KDS (Singapore) Pte Limited (*6)

Warehouse storage services

13 unchanged paragraphs

KC International (Shanghai) Ltd. (*6,8) (*6,9)

1 unchanged paragraph

KC International (Shenzhen) Ltd. (*6,8) (*6,9)

1 unchanged paragraph

Shenzhen CYD Logistics Limited (*6,8) (*6,7,9)

1 unchanged paragraph

KDS Global Logistics (Shanghai) Co., Ltd. (*6,8) (*6,9)

1 unchanged paragraph

Blue Mountain Trading (Shanghai) Co., Ltd (*6,8) (*6,9)

22 unchanged paragraphs

(*6) The Group acquired 100% of the shares of KC International Holdings Limited (formerly named as Korchina Logistics Holdings Limited) from Korchina Holdings Limited and Park Bong Chul in October 2021. As the result of the acquisition, the Group consolidated KC International Holdings Limited and its subsidiaries ("KCI").

(*7) The following subsidiaries of KC International Holdings Limited were deregistered during 2025: KC Global Sourcing Limited and Global Cargo Alliance Limited in March 2025; Megatrans Logistics Ltd. in April 2025; and Allied Partners Group and Shenzhen CYD Logistics Limited in June 2025.

(*7) (*8) Korchina Freight (Mainland) Limited, the subsidiaries of KC International Holdings Limited was deregistered in October 2024, respectively.

(*8) (*9) As there are no official English names for the companies established in China, the names of the companies are translated by the management team.

1 unchanged paragraph

Note 2: Summary of significant accounting policies 10 changes

2 unchanged paragraphs

The consolidated financial statements of Tracx Logis Pte. Ltd. and its subsidiaries were approved by the Board of Directors on April 24, June 4, 2026.

5 unchanged paragraphs

(c) Liquidity and going concern

1 unchanged paragraph

Based on its current operating plan, the Group expects that its cash, cash equivalents and short -term investments will be sufficient to fund its operations and capital expenditure requirements for at least twelve months from the reporting date of these consolidated financial statements.

Accordingly, the use of the going concern assumption is considered appropriate and the Group's consolidated financial statements have been prepared on a going concern basis.

The Group had net current liabilities amounting to SGD 211.8 million and SGD 215.0 million as of December 31, 2025 and 2024, respectively. For the financial year ended December 31, 2025 and 2024, the Group experienced a loss after income tax of SGD 1.7 million and SGD 52.3 million, respectively. In preparing the consolidated financial statements, the Group has conducted an assessment over the Group's going concern ability based on the current financial situation.

The Group has issued convertible notes due 2025, and has extended the maturity to 2028 (See Note 33). the proceeds of which has been used to acquire KCI as of 1 October 2021. Convertible notes were classified as current liability because they can be converted into equity within one year from the financial year ended December 31, 2024. 2025. Due to the issuances of convertible notes classified as current liability, current liability temporarily exceeds current asset as of December 31, 2024, 2025, however, management believes that cash outflow from convertible notes is not expected until maturity date.

Furthermore, management has made mitigation plan to alleviate liquidity pressure, including:

i) The Group is actively seeking additional funding through various capital raising opportunities, either through debt or equity or equity linked issuances or loans. On January 22, 2026, the Group issued convertible notes with an aggregate principal amount of US$5.6 million and maturity term of 5 years to a third party investor;

ii) The Group is actively engaging with its largest shareholder to convert its shareholder loans to the Group into equity;

iii) The Group would make continuous efforts to improve operational efficiency through the implementation of headcount reductions and vendor selection processes, and through the attainment of improved credit terms from all of its major vendors; and iv) The Group would make continuous efforts to grow its revenues through active customer engagement and customer acquisitions and seeking market share growth.

1 unchanged paragraph

Note 2: Summary of significant accounting policies (cont.) 19 changes

Revenue is generally recognized on a gross basis as a principal versus on a net basis as an agent, as the Group is primarily responsible for fulfilling the contract and has discretion in establishing the price when selling to the customer. To the extent the Group does not meet the criteria for recognizing revenue on a gross basis, the Group records the revenue on a net basis.

(a) Services revenue

Services revenue includes revenue from e -Commerce Logistics and Enterprise Logistics.

e -Commerce Logistics

The Group provides integrated e -commerce logistics services comprising cross -border transportation, fulfillment, and last -mile delivery. The Group accounts for these services as a single performance obligation because the individual promises are not distinct within the context of the contract. The Group fulfills its performance obligation by transporting goods from the origin to the destination. Services pricing is primarily charged by way of the weight of the consignments after taking into account of a number of factors, including the dimensions and volume of the consignments, the services required, and any special care or delivery instructions. The transaction price is typically fixed and not contingent upon the occurrence or non -occurrence of any other event, which is either collected in advance or generally within 30 days after the date of invoice from customers. There is no other obligation in contracts, such as return, or refund. This type of revenue is recognized over time based on the extent of progress towards completion of the performance obligation. The Group measures progress toward complete satisfaction of the performance obligation based on the time elapsed relative to the total expected transit period.

The Group acts as the principal for such services as it controls the provision of the services, has discretion in establishing pricing, invoices customers directly, and bears primary responsibility for fulfilling the services, including responsibility for service performance and customer claims.

In addition, the Group provides storage services to various customers, including sellers on various e -commerce platforms. Revenue from storage services is recognized on a straight -line basis over the contract term and comprises the amount of the transaction price for storing customer's products, which is not subject to variable consideration. The Group acts as the principal for storage services as it controls the services provided to customers, determines pricing, and is primarily responsible for fulfilling the service obligations.

Enterprise Logistics

Enterprise Logistics services include air, sea and land transportation services for import and export shipments, together with ancillary services such as customs declaration, document handling, cargo security, and terminal handling services. The Group has identified a single distinct performance obligation for integrated freight forwarding services in each customer contract, as ancillary services are highly integrated with the core transportation services and do not represent separate distinct promises to the customer. Services pricing is primarily charged by way of the weight of the consignments after taking into account of a number of factors, including the dimensions and volume of the consignments. The transaction price is typically fixed and not contingent upon the occurrence or non -occurrence of any other event. There is no other obligation in contracts, such as return, or refund. Revenue from freight forwarding is recognized over time when the Group transfers control of the services over time, based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. The Group generally acts as the principal in these arrangements as it is responsible for coordinating and fulfilling the overall transportation services, including engaging third -party carriers and managing the shipment process, and Tracx Logis Pte. Ltd.

On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognized in the consolidated statements of loss and other comprehensive loss if there was no election made to recognize fair value changes in other comprehensive loss. If there was an election made, any difference between the carrying amount and sales proceed amount would be recognized in other comprehensive loss and transferred to accumulated deficit along with the amount previously recognized in other comprehensive loss relating to that asset.

Borrowings are initially recognized at fair value, net of directly attributable transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw -down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

The fair value of the liability portion of a convertible note is determined using a market interest rate for an equivalent non -convertible note. This amount is recorded as a liability on an amortized cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognized and included in shareholders' equity, net of income tax effects.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non -cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss and other comprehensive loss as finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognized in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the end of the period, in which case they are presented as non -current liabilities.

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The risks and uncertainties that inevitably surround many events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows using a current pre -tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Where some or all of the expenditures required to settle a provision are expected to be reimbursed by another party, the reimbursement shall be recognized when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset.

Tracx Logis Pte. Ltd.

Note 4: Segment information 1 change

2 unchanged paragraphs

As a result of the assessment made by CODM, the Group has two operating segments: e -Commerce logistics and enterprise logistics, with each component operated by separate affiliated entities of the Group. The e -Commerce Logistics business is conducted by the Company and its relevant subsidiaries (excluding Qxpress HK Limited and KCI), while the enterprise logistics business is undertaken by Qxpress HK Limited and KCI.

1 unchanged paragraph

Note 4: Segment information (cont.) 7 changes

As a result of the assessment made by CODM, the Group has two operating segments: e -Commerce logistics and enterprise logistics, with each component operated by separate affiliated entities of the Group. The e -Commerce Logistics business is conducted by the Company and its relevant subsidiaries (excluding Qxpress HK Limited and KCI), while the enterprise logistics business is undertaken by Qxpress HK Limited and KCI.

The Group had no customer that contributed more than 10% of its total revenue for the year years ended December 31, 2025 and 2024.

For the year ended December 31, 2025

2 unchanged paragraphs

For the year ended December 31, 2024

Intersegment revenue

Depreciation and amortization

6 unchanged paragraphs

Non-current Assets (*1)

2 unchanged paragraphs

Note 5: Revenue from contracts with customers 4 changes

1 unchanged paragraph

For the year ended December 31, 2024

2 unchanged paragraphs

E-Commerce Logistics

Enterprise Logistics

5 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 6: Breakdown of expenses by nature 6 changes

3 unchanged paragraphs

Depreciation (Note 16 and 17)

Amortization (Note 18)

Impairment loss on trade receivables

Tracx Logis Pte. Ltd.

(Reversal of) impairment loss on financial assets

(*1) Severance benefits for the year years ended December 31, 2025 and 2024, amounting to SGD 2,189,564 and SGD 2,628,177 are included in employee expenses, respectively. Defined contributions for the year ended December 31, 2025 and 2024, amounting to SGD 1,310,617 and SGD 1,403,951 are also included.

Note 7: Finance income — net 3 changes

4 unchanged paragraphs

Loss on extinguishment and modification of convertible notes (8,435,024 ) Total 4,496,138

Gain (Loss) on modification of debt

Tracx Logis Pte. Ltd.

Note 9: Income tax expense 4 changes

(a) Income tax expenses (benefit) for the years ended December 31, 2025 and 2024 are as follows:

1 unchanged paragraph

Deferred tax benefit

Deferred tax expense (benefit)

1 unchanged paragraph

Income tax expense (benefit)

1 unchanged paragraph

Note 9: Income tax expense (cont.) 13 changes

(b) Reconciliations between actual income tax expense and the amount computed by applying the statutory tax rate to loss before income tax expense are as follows:

5 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 12 more changes in the filing

Note 10: Other non -current liabilities 4 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

and 4 more changes in the filing

Note 11: Loss per share 6 changes

1 unchanged paragraph

1 unchanged paragraph

and 6 more changes in the filing

Note 11: Loss per share (cont.) 6 changes

3 unchanged paragraphs

2 unchanged paragraphs

and 6 more changes in the filing

Note 12: Cash and cash equivalents and short -term financial assets 3 changes

2 unchanged paragraphs

1 unchanged paragraph

and 3 more changes in the filing

Note 13: Trade and other receivables 2 changes

3 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Note 14: Inventories 2 changes

1 unchanged paragraph

1 unchanged paragraph

and 2 more changes in the filing

Note 15: Other current assets 1 change

1 unchanged paragraph

and 1 more change in the filing

Note 16: Property, plant and equipment 3 changes

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

and 3 more changes in the filing

Note 17: Lease — The Group as a lessee 6 changes

5 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 6 more changes in the filing

Note 17: Lease — The Group as a lessee (cont.) 13 changes

3 unchanged paragraphs

1 unchanged paragraph

and 13 more changes in the filing

Note 18: Intangible assets 6 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 6 more changes in the filing

Note 18: Intangible assets (cont.) 17 changes

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 17 more changes in the filing

Note 19: Investment in associates 3 changes

4 unchanged paragraphs

3 unchanged paragraphs

and 3 more changes in the filing

Note 19: Investment in associates (cont.) 8 changes

3 unchanged paragraphs

1 unchanged paragraph

and 8 more changes in the filing

Note 20: Financial asset at fair value through other comprehensive income 6 changes

1 unchanged paragraph

and 6 more changes in the filing

Note 22: Borrowings 11 changes

5 unchanged paragraphs

1 unchanged paragraph

and 11 more changes in the filing

Note 22: Borrowings (cont.) 31 changes

1 unchanged paragraph

4 unchanged paragraphs

and 31 more changes in the filing

Note 23: Employee benefit obligations 6 changes

6 unchanged paragraphs

1 unchanged paragraph

and 6 more changes in the filing

Note 23: Employee benefit obligations (cont.) 11 changes

6 unchanged paragraphs

1 unchanged paragraph

and 11 more changes in the filing

Note 24: Other liabilities 7 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 7 more changes in the filing

Note 25: Commitments and contingencies 1 change

2 unchanged paragraphs

and 1 more change in the filing

Note 26: Share capital 13 changes

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 13 more changes in the filing

Note 26: Share capital (cont.) 6 changes

3 unchanged paragraphs

and 6 more changes in the filing

Note 27: Share -based payments 7 changes

3 unchanged paragraphs

1 unchanged paragraph

and 7 more changes in the filing

Note 27: Share-based payments (cont.) 10 changes

10 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 10 more changes in the filing

Note 28: Other reserves 1 change

14 unchanged paragraphs

and 1 more change in the filing

Note 29: Financial risk management (cont.) 7 changes

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 7 more changes in the filing

Note 30: Financial value measurement (cont.) 11 changes

6 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 11 more changes in the filing

Note 31: Statements of cash flows 4 changes

2 unchanged paragraphs

3 unchanged paragraphs

and 4 more changes in the filing

Note 31: Statements of cash flows (cont.) 14 changes

3 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

and 14 more changes in the filing

Note 32: Related party transactions 10 changes

2 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

and 10 more changes in the filing

Note 32: Related party transactions (cont.) 10 changes

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

and 10 more changes in the filing

Note 33: Convertible notes 4 changes

1 unchanged paragraph

and 4 more changes in the filing

Note 33: Convertible notes (cont.) 11 changes

and 11 more changes in the filing

Note 34: Events occurring after reporting period 21 changes

12 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

8 unchanged paragraphs

1 unchanged paragraph

5 unchanged paragraphs

and 21 more changes in the filing

Indemnification of Directors and Officers 2 changes

2 unchanged paragraphs

and 2 more changes in the filing

Recent Sales of Unregistered Securities 1 change

41 unchanged paragraphs

and 1 more change in the filing

Exhibits 1 change

5 unchanged paragraphs

and 1 more change in the filing

Undertakings 6 changes

9 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

and 6 more changes in the filing