Tracx Logis: DRS filing (amended)

Cover page 3 changes

As confidentially submitted to the U.S. Securities and Exchange Commission on June 4, July 9 , 2026.

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301 Mill Road Suite U -5

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

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Conventions that Apply to this Prospectus 1 change

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• "Madrid System" refers to a registration system managed by the World Intellectual Property Organization for registering and managing trademarks worldwide.

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Prospectus summary 5 changes

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Our Enterprise Logistics business provides international freight forwarding services and supply chain management solutions through KCI, our wholly owned subsidiary, which we acquired in 2021. We have a highly integrated logistics network of more than 20 subsidiaries across China, Southeast Asia, Europe, Korea, and Japan, which we believe gives us a competitive advantage in global logistics. We have maintained long -term , recurring relationships with large customers, including Samsung, LG, and Coway. We have also leveraged these relationships to secure logistics business from their vendors and suppliers. We believe we have a market leading position in Korea, Vietnam, Singapore and Malaysia and a strong presence in the PRC, Japan and India. Our Enterprise Logistics business is built around our strong relationships with our core customers and leading air, sea and land freight and cargo carriers in Asia. KCI has worked with leading manufacturers, airlines and shipping liners for over 30 years in our core markets and gained a strong reputation for timely delivery at efficient cost for customers while delivering committed volumes to our vendor partners. We believe the future of our Enterprise Logistics business will be driven by our ability to adapt our technology infrastructure to provide integrated and seamless logistics solutions to existing and new customers utilizing our extensive vendor network and by leveraging our know -how and reputation.

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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. Such liquidity crisis at Qoo10 and its Korean subsidiaries was primarily driven by Qoo10's acquisitions of e -commerce platforms in Korea that experienced historical operating losses and negative cashflow. Following such acquisitions, these e -commerce platforms experienced continued deterioration in financial performance due to intense market competition in South Korea from larger, well -capitalized e -commerce platforms. The rapid and aggressive expansion of Qoo10's Korean business in the hyper -competitive Korean e -commerce market and the inability to reverse the continued operating losses and negative cashflow resulted in payment defaults triggering widespread creditor actions and subsequent regulatory and judicial investigations by South Korean authorities. Qoo10 was ultimately 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, filed for bankruptcy, or were put in court receivership proceedings in 2025.

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 "Management's Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring". Change in Shareholding".

Due to the Qoo10 Liquidity Issue Related Events (as defined below) and the ongoing negative market conditions for the logistics, freight forwarding and supply chain industry in 2025 and 2026, shipment volumes in both our e -Commerce Logistics and Enterprise Logistics services continue to be challenged in the first half of 2026 and we expect such challenges to persist through at least the end of 2026. As a result, we expect to continue to experience declining revenue and incur operating and net losses at least in the near term. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring".

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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 approximately 4 7 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.

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The offering 3 changes

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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 use the net proceeds from this offering for (i) the expansion and technological enhancement of our core e-Commerce and logistics platforms, (ii) routine maintenance capital expenditures across our regional fulfillment centers, and (iii) general corporate purposes, which may include potential opportunistic strategic investments or acquisitions, although we have not identified any specific investments or acquisition opportunities at this time. See "Use of Proceeds" for more information.

We intend to apply to have our ordinary shares listed on the under the symbol "TLGS" "TRCX" Lock-up Agreements We, our directors, executive officers, and all holders of 5% or more of our existing shareholders outstanding ordinary shares 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 six months after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information.

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Summary Financial and Other Information 1 change

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(Gain) on valuation of derivatives – net

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Risk factors 3 changes

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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 "Management's 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. in Japan ("eBay Japan") 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 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 incurred net losses of S$52.3 million and S$1.7 million (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 "Management's Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring". Our 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. Furthermore, due to the Qoo10 Liquidity Issue Related Events (as defined below) and the ongoing negative market conditions for the logistics, freight forwarding and supply chain industry in 2025 and 2026, shipment volumes in both our e -Commerce Logistics and Enterprise Logistics services continue to be challenged in the first half of 2026 and we expect such challenges to persist through at least the end of 2026. As a result, we expect to continue to experience declining revenue and incur operating and net losses at least in the near term.

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We expect that the execution of our business strategy will require substantial amounts of additional capital. We have incurred substantial costs to launch and ramp -up new service offerings as well as to expand geographically and we may not be able to recover such costs unless we are able to successfully leverage our investments through the execution of our business strategy to grow our business. We intend to use the proceeds of this offering to meet for the expansion and technological enhancement of our operational, core e -Commerce and logistics platforms, routine maintenance capital investment expenditures across our regional fulfillment centers, and general corporate purposes, which may include potential opportunistic strategic investments or acquisitions, although we have not identified any specific investments or acquisition needs in the near future, but opportunities at this time. We may be required to further access the equity capital markets or pursue debt or other types of financings to fund future investments and spending. The continued improvement and upgrade of our service network and offering will require substantial investments, such as purchasing equipment, funding leasehold improvements at our DPCs and TLFCs and the hiring of new personnel both in our technology -related teams as well as increased administrative and finance personnel to meet the increased demands from our growing business. In addition, we will need to have capital to execute on our strategic investment and acquisition plans, from to time as opportunities present.

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Use of proceeds 6 changes

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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. 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. follows:

• approximately $[ ] for the expansion and technological enhancement of our core e -Commerce and logistics platforms;

• approximately $[ ] for routine maintenance capital expenditures across our regional fulfillment centers;

• the remainder for general corporate purposes, which may include potential opportunistic strategic investments or acquisitions, although we have not identified any specific investments or acquisition opportunities at this time.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

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.

Selected Financial and Other Information 2 changes

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Loss (Gain) on valuation of derivatives – net

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

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MD&A 18 changes

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Our Enterprise Logistics business provides international freight forwarding services and supply chain management solutions through KCI, our wholly owned subsidiary, which we acquired in 2021. We have a highly integrated logistics network of more than 20 subsidiaries across China, Southeast Asia, Europe, Korea, and Japan, which we believe gives us a competitive advantage in global logistics. We have maintained long -term , recurring relationships with large customers, including Samsung, LG, and Coway. We have also leveraged these relationships to secure logistics business from their vendors and suppliers. We believe we have a market leading position in Korea, Vietnam, Singapore and Malaysia and a strong presence in the PRC, Japan and India. Our Enterprise Logistics business is built around our strong relationships with our core customers and leading air, sea and land freight and cargo carriers in Asia. KCI has worked with leading manufacturers, airlines and shipping liners for over 30 years in our core markets and gained a strong reputation for timely delivery at efficient cost for customers while delivering committed volumes to our vendor partners. We believe the future of our Enterprise Logistics business will be driven by our ability to adapt our technology infrastructure to provide integrated and seamless logistics solutions to existing and new customers utilizing our extensive vendor network and by leveraging our know -how and reputation.

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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. Such liquidity crisis at Qoo10 and its Korean subsidiaries was primarily driven by Qoo10's acquisitions of e -commerce platforms in Korea that experienced historical operating losses and negative cashflow. 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 that were acquired by Qoo10 in 2022 and 2023. The crisis resulted primarily Following such acquisitions, these e -commerce platforms experienced continued deterioration in financial performance due to intense market competition in South Korea from larger, well -capitalized e -commerce platforms, including Coupang and Naver. We believe that Qoo10 was not successful in generating sufficient gross merchandise value (GMV), growing the market share or implementing cost -reduction restructurings to improve the business and financial performance of these entities, while relying on working capital management strategies, including delayed settlement of trade payables and sales of discounted consumption vouchers and certificates, to support its liquidity needs. The rapid and aggressive expansion of Qoo10's Korean business in the hyper -competitive Korean e -commerce market which ultimately and the inability to reverse the continued operating losses and negative cashflow resulted in payment defaults triggering widespread creditor actions and subsequent regulatory and judicial investigations by South Korean authorities. Qoo10 being was ultimately 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 filed for bankruptcy, or being were put in court receivership proceedings in 2025.

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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, which trend has continued in 2026. 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 concerns 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.

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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 adversely 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 Due to the Qoo10 Liquidity Issue Related Events and the ongoing negative market conditions for the logistics, freight forwarding and supply chain industry in 2025 and 2026, shipment volumes in both our e -Commerce Logistics and Enterprise Logistics services continue to be challenged in the first half of 2026 and we are cautiously optimistic about expect such challenges to persist through at least the remainder end of 2026. As a result, we expect to continue to experience declining revenue and incur operating and net losses at least in the near term. Furthermore, no assurance can be given that supply and demand dynamics of global trade and the price of oil conditions or supply costs will stabilize improve 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."

Change in Shareholding

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 as set forth below:

• As security for loans that Qoo10 obtained to fund its investment in Tmon in Korea, YB Ku pledged our ordinary shares that he held as follows: (i) 203,034 ordinary shares in favor of AEP -Tiger , Ltd. under a share charge dated November 4, 2022; (ii) 203,034 ordinary shares in favor of KKR Monster Aggregator L.P. under a share charge dated February 14, 2023; and (iii) 205,551 ordinary shares in favor of Monalisa IV SCSP and Renaissance PS 1 Ltd. under a share charge dated April 3, 2023. These counterparties were shareholders and/or affiliates of Qoo10 at the time of such pledge transactions.

• In a separate transaction, on March 31, 2023, Qoo10 purchased shares in Interpark Commerce Co., Ltd. from InterparkTriple Corp. (now known as Nol Universe Co., Ltd.) for KRW215.0 billion. Qoo10 financed this purchase through a vendor loan of the same amount from Nol Universe, repayable in three tranches, and under a share charge agreement dated April 17, 2023, Qoo10 pledged 982,824 of our ordinary shares that it held in favor of Nol Universe, as security for such loan. Nol Universe was not a related party vis -à-vis Qoo10 at the time of such pledge transaction.

• Following the onset of the Qoo10 liquidity crisis in mid -2024 : (i) AEP -Tiger , Ltd. declared an event of default on May 19, 2024 and issued a notice of enforcement on August 1, 2024, further to which it became the registered holder of 203,034 of our ordinary shares on March 17, 2025; (ii) KKR Monster Aggregator L.P. declared an event of default and issued a notice of enforcement on August 22, 2024, further to which it became the registered holder of 203,034 of our ordinary shares on March 28, 2025, and (iii) YB Ku entered into an agreement with Monalisa IV SCSP and Renaissance PS 1 Ltd. (which was subsequently consolidated into Monalisa IV SCSP) on October 1, 2024 for the sale of 205,551 of our ordinary shares to them in partial reduction of approximately US$17.5 million of secured liabilities, with a final tranche of 6,590 shares transferred to Monalisa IV SCSP in August 2025, further to which Monalisa IV SCSP became the registered holder of 212,141 of our ordinary shares.

• Nol Universe declared an acceleration of its loan on July 31, 2024 (with further notices on August 7 and August 20, 2024) and enforced its share charge, further to which it became the registered holder of 982,824 of our ordinary shares on September 6, 2024.

In addition, certain shareholders who had previously purchased exchangeable notes (exchangeable into either Qoo10's shares or our shares held by Qoo10) from Qoo10, exercised their rights to exchange their notes for our shares and became our shareholders. Between December 2020 and January 2021, Qoo10 issued exchangeable notes to CGQ Holdings Pte. Ltd. and to Metistone Growth PEF, in the principal amounts of US$26.2 million and US$16.0 million, respectively, exchangeable at the noteholder's option, at any time prior to the fourth anniversary of issuance, for our ordinary shares held by Qoo10. In August 2024, following Qoo10's default under its other financing arrangements described above, CGQ Holdings Pte. Ltd. and Metistone Growth PEF each exercised their respective exchange rights in full, and became registered holders of 250,724 and 153,112 of our ordinary shares, respectively, in extinguishment of the notes.

No exercise or purchase price beyond the extinguishment of the underlying loan, note or secured obligation of Qoo10 was paid in cash by any of the above -mentioned exchangeable note or secured counterparties for our ordinary shares they received. No individual pledgee or noteholder or coordinated group of pledgees or noteholders obtained control over the Company as a result of the enforcement of the respective security interests or exercise of exchangeable rights. All of the above share numbers are presented on a retrospective basis to reflect a 1 -for-10 reverse split of our ordinary shares on May 29, 2026.

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.

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Net cash used in operating activities was S$20.7 million (US$16.1 million) for the year ended December 31, 2025, primarily due to a loss for the year of S$1.7 million, adjusted for non -cash items such as depreciation and amortization of S$12.4 million, net interest expense of S$27.3 million, income tax expense of S$0.8 million, share -based compensation expense of S$0.6 million, gain on valuation of derivatives — net of S$23.9 million, gain on modification of debt of S$8.6 million, and foreign currency translation and transaction gain — net of S$9.7 million. The changes in working capital accounts mainly include (i) S$0.7 million decrease in trade and other receivables, (ii) S$ 12.4 mainly attributable to slightly improved collections from our Enterprise Logistics customers, (i i) S$12.4 million decrease in trade and other payables, mainly attributable to a reduction in the scale of our operations, (iii) S$ 2.7 S$2.7 million decrease in other liabilities, , mainly attributable to reversals of accrued professional service fees, (i v) S$0.9 million increase in other assets, mainly attributable to increases in VAT receivables and advance lease payments at our Korean subsidiary and (v ) S$0.6 million decrease in inventories , mainly attributable to inventory returns to a supplier at our Japanese subsidiary .

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, mainly attributable to difficulty in collections from our customers as a result of the Qoo10 related events, (ii) S$2.4 million increase in trade and other payables, mainly attributable to the deferral of payments as a result of our liquidity issues in 2024, (iii) S$3.5 million decrease in other liabilities, mainly attributable to decreases in accrued charges and contract liabilities, (iv) S$0.2 million increase in other assets, mainly attributable to changes in VAT receivables for our e -Commerce Logistics business and (v) S$1.6 million decrease in inventories, mainly attributable to discontinuation of our inventory trading business.

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Business 3 changes

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Our Enterprise Logistics business provides international freight forwarding services and supply chain management solutions through KCI, our wholly owned subsidiary, which we acquired in 2021. We have a highly integrated logistics network of more than 20 subsidiaries across China, Southeast Asia, Europe, Korea, and Japan, which we believe gives us a competitive advantage in global logistics. We have maintained long -term , recurring relationships with large customers, including Samsung, LG, and Coway. We have also leveraged these relationships to secure logistics business from their vendors and suppliers. We believe we have a market leading position in Korea, Vietnam, Singapore and Malaysia and a strong presence in the PRC, Japan and India. Our Enterprise Logistics business is built around our strong relationships with our core customers and leading air, sea and land freight and cargo carriers in Asia. KCI has worked with leading manufacturers, airlines and shipping liners for over 30 years in our core markets and gained a strong reputation for timely delivery at efficient cost for customers while delivering committed volumes to our vendor partners. We believe the future of our Enterprise Logistics business will be driven by our ability to adapt our technology infrastructure to provide integrated and seamless logistics solutions to existing and new customers utilizing our extensive vendor network and by leveraging our know -how and reputation.

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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 Such liquidity crisis at Qoo10 and its Korean subsidiaries was primarily a result driven by Qoo10's acquisitions of e -commerce platforms in Korea that experienced historical operating losses and negative cashflow. Following such acquisitions, these e -commerce platforms experienced continued deterioration in financial performance due to intense market competition in South Korea from larger, well -capitalized e -commerce platforms. The rapid and aggressive expansion of Qoo10's Korean business in the hyper -competitive Korean e -commerce market leading and the inability to reverse the continued operating losses and negative cashflow resulted in payment defaults triggering widespread creditor actions and subsequent regulatory and judicial investigations by South Korean authorities. Qoo10 being was ultimately placed into court receivership proceedings in Singapore by the Monetary Authority of Singapore, and all subsidiaries of Qoo10 its subsidiaries (other than us), including the three Korean subsidiaries, filing filed for bankruptcy, or being were put in court receivership proceedings in 2025. 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Restructuring". Change in Shareholding".

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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 32 domain names, including www.Tracxlogis.com .

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Management 10 changes

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Samuel Shin Chul Park*

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Peter Kim. Mr. Kim joined as our Chief Financial Officer on February 5, 2026 in anticipation of our offering . Mr. Kim comes with a wealth of experience in operational, investment and financial roles having served most recently as a senior investment director at Zelkova Investment Management ( an affiliate of Cactus Private Equity Inc.) in Seoul, Korea from October 2025 until he took on his position as our Chief Financial Officer. Prior to his role at Zelkova, Mr. Kim served as Senior Vice President, Head of Strategic Planning Division at Pepper Savings Bank and Managing Director, Head of Strategic Planning Division at Binex Corporation from April 2018 to May 2024 and from September 2015 to March 2018, respectively. Prior to such roles Mr. Kim was an equity research analyst at Daewoo Securities (now Mirae Asset Securities) and an equity fund manager at Fidelity Investment. Mr. Kim received his MBA from the University of Michigan in 1995 and his BA in economics from the University of California Berkeley in 1992.

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Vuk Jeremi ć . Mr. Jeremi ć will begin serving as an independent director immediately upon the SEC's declaration of effectiveness of our registration statement on Form F -1 , of which this prospectus forms a part. Since 2013, Mr Jeremi ć has been President of the Center for International Relations and Sustainable Development (CIRSD), a global public policy think -tank and Editor -in-Chief of its quarterly magazine Horizons. Since 2023, he has been a Professor of Practice in International Governance and Diplomacy at the Sciences Po Paris School of International Affairs and since 2025, he has been a Visiting Professor at Tsinghua University in Beijing. Since 2024, Mr. Jeremi ć has been a Senior Advisor to Eurasia Group, a geopolitical risk analysis firm, providing insights and advice to top international corporations, financial institutions, and governments. From 2017 to 2024, Mr. Jeremi ć served as Senior Advisor to Partners Group, a global private equity firm based in Switzerland. He has served as Independent Director on boards of several publicly listed companies. In June 2012, Mr. Jeremi ć was elected to be the President of the 67 th session of the UN General Assembly. Mr. Jeremi ć served as Serbia's Minister of Foreign Affairs from 2007 to 2012. Mr. Jeremi ć holds a bachelor's degree in Theoretical and Experimental Physics from Cambridge University and a master's degree in Public Administration/International Development from Harvard Kennedy School.

Samuel Shin Chul Park. Mr. Park will begin serving as an independent director immediately upon the SEC's declaration of effectiveness of our registration statement on Form F -1 , of which this prospectus forms a part. Mr. Park has over 20 years of experience across a broad range of financial sectors, having held roles at leading global financial institutions such as Goldman Sachs, J.P. Morgan, and AIG Financial Products. Since [ ], Mr. Park has served as Chief Advisor to Maple Investment Venture Capital, which he co -founded in [ ]. Mr. Park holds a Bachelor of Science degree in Civil Engineering from the Massachusetts Institute of Technology.

Matthew J. Saker. Mr. Saker will begin serving as an independent director immediately upon the SEC's declaration of effectiveness of our registration statement on Form F -1 , of which this prospectus forms a part. Mr. Saker has served as the interim Chief Executive Officer of Aureus Greenway Holdings (Nasdaq: PUSA) since January 29, 2026 and has been a member of its Board of Directors since September 9, 2025. Mr. Saker also serves on the Board of Directors of SIM Acquisition Corp. I (Nasdaq: SIMA) since February 24, 2026. He is a Senior Vice President in CBRE's Global Advisory & Transaction Services group, bringing over 23 years of experience with the firm, including his tenure as a Managing Director at Insignia ESG, which was acquired by CBRE in July 2003. Prior to joining CBRE, Mr. Saker served as Vice President at Peter Elliot & Co. from 1997 to April 2002, and earlier in his career, he worked in Advisory & Transaction Services at Grubb & Ellis from 1992 to 1996. Mr. Saker received a B.S. degree from St. Joseph's University and an M.S. in Real Estate Development from Columbia University's School of Architecture, Planning and Preservation. Mr. Saker is a member of the Board of Trustees for the Count Basie Center for the Arts (NFP) and is an Advisor to Ellavoz Impact Capital, which creates and preserves workforce and affordable housing.

Our board of directors will consist of 5 directors upon closing the effectiveness of the registration statement of which this offering, prospectus forms a part, 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 . 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."

Our Co -Chief Executive Officers, Mr. Mark Lee and Mr. Jinha Kim, divide corporate management responsibilities to optimize operational efficiency and strategic growth. Mr. Lee oversees international capital markets compliance, governance, institutional shareholder relations, corporate finance architecture, and oversees global strategy, including the strategic expansion of our technology platforms. Mr. Kim directs day -to-day business development activities, including customer and vendor relations, global logistics network operations, regional 3PL/4PL fulfillment execution, supply chain partner management, and localized commercial strategies. Both work in close coordination to ensure that all aspects of our corporate needs are addressed and both report to our board of directors, with Mr. Lee serving as a member of our board.

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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 [ ], Vuk Jeremi ć , Samuel Shin Chul Park and [ ] are Matthew J. Saker will be "independent directors" as defined by [Nasdaq Global Market].

[ ], Vuk Jeremi ć , Samuel Shin Chul Park and [ ] are Matthew J. Saker will be the members of our audit committee [ ] serves upon the effectiveness of the registration statement of which this prospectus forms a part. Samuel Shin Chul Park will serve as the chairman of the audit committee. All members of our audit committee will 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 [ ] Samuel Shin Chul Park 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.

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In 2025, we and our subsidiaries paid aggregate cash compensation of S$[ ] S$1.1 to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers. In 2025, we had a provision of S$[ ] S$0.1 for pension, retirement and similar benefits to executive officers and directors.

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Related-party transactions 1 change

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

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Principal stockholders 4 changes

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(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$[ ]. 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$[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. The members of the investment committees of both Crescendo Funds are Kevin Kidoo Lee (who is one of our directors), sits on the investment committees Jinsu Park and Sungmin Park, none of both Crescendo Funds. whom individually has voting or investment power with respect to our ordinary shares held by Queen Holdings Limited. 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 committees of Crescendo Funds exercises voting or dispositive control over any of the securities over which they hold sole investment and voting power. Accordingly, Mr. Kevin Kidoo Lee is not deemed to have or share beneficial ownership of such shares. The registered address of Queen Holdings Limited and Crescendo Funds is 35/F, Mirae Asset Center 1, 26 Eulji -ro 5 -gil , Jung -gu , Seoul, Korea.

(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$[ ]. 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. The members of such investment committee are Hansul Jung, one of our directors Kim Young, Lee Hoon Young and the CEO Lee Joon Ho, none of Cactus Private Equity Inc., sits on the whom individually has voting or investment committee. power with respect to our ordinary shares held by KC Small Medium Value up PEF I. 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.

(4) Consists of (i) 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. Nol Universe is governed by its board of directors, which has voting and investment power with respect to our shares held by Nol Universe and which is comprised of members Cheol Woong Lee, Kibum Kim, and Seongsik Park, none of whom individually has voting or investment power with respect to our ordinary shares held by Nol Universe. The principal business address of Nol Universe is 70, Geumto -ro , Sugeong -gu , Gyeonggi -do (Geumto -dong ), Korea.

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Description of the securities 6 changes

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The transfer agent and branch registrar for our ordinary shares, which will maintain our branch register located in the United States, will be [ ]. V Stock Transfer, LLC. Its address is [ ]. 18 Lafayette Place, Woodmere, New York 11598.

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A holder of our ordinary shares held in book -entry interests through DTC or its nominee may become a registered shareholder by exchanging its interest in such shares for certificated ordinary shares and being registered in our register of members in respect of such shares. The procedures by which a holder of book -entry interests held through the facilities of the DTC may exchange such interests for certificated ordinary shares are determined by DTC (including the broker, bank, nominee or other institution that holds the shares within DTC) and [ ], V Stock Transfer, LLC, which will act as our transfer agent, in accordance with their internal policies and guidelines regulating the withdrawal and exchange of book -entry interests for certificated ordinary shares.

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Comparison of Shareholder Rights

The principal amount of the With respect to convertible notes issued under each series by Tracx Logis Korea Co., Ltd., our subsidiary in Korea, such convertible notes are guaranteed by Tracx Logis Pte. Ltd. (the "Guarantor"). The principal amount of such convertible notes may, at the election of the bondholders, be converted into the ordinary shares of Tracx Logis Inc. at the conversion price of Korean Won 100 per share, subject to adjustments in certain circumstances. The convertible notes are guaranteed by Tracx Logis Pte. Ltd. (the "Guarantor"). Upon the occurrence of certain redemption events specified in the relevant deed of guarantee, including the initial public offering of the ordinary shares of the Guarantor, the bondholders of each series of convertible notes may elect to require the Guarantor to perform its obligations by way of either (i) paying the relevant bondholders in cash any and all amounts due and payable under such series of convertible notes or (ii) issuing ordinary shares of the Guarantor to the relevant bondholders in such number as is calculated by dividing all of the amount due and payable under such series of convertible notes by the price per share as specified in the relevant agreement.

With respect to convertible notes issued by Tracx Logis Pte. Ltd., the principal amount of such convertible notes may, at the election of the noteholders, be converted into the ordinary shares of Tracx Logis Pte. Ltd. at the conversion price of US$1.50, subject to adjustments in certain circumstances.

[All of the outstanding convertible notes (including accrued interest on such convertible notes) have been converted into [ ] of our ordinary shares on [ ], 2026.] Comparison of Shareholder Rights We are incorporated under the laws of Singapore. The following discussion summarizes material differences between the rights of holders of our ordinary shares and the rights of holders of the common stock of a typical corporation incorporated under the laws of the state of Delaware which result from differences in governing documents and the laws of Singapore and Delaware.

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Shares Eligible for Future Sale 2 changes

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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 six months 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, holders of 5% or more outstanding ordinary shares, [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 six months following the closing date of the offering, this prospectus, 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".

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Plan of distribution 6 changes

In connection with this offering, we have entered into an underwriting agreement with [ ], Revere 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:

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Pursuant to "lock -up " agreements, our executive officers and directors and all existing shareholders holders of 5% or more of our outstanding ordinary shares 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 six months from the closing date of this offering. prospectus.

We have agreed that without the prior written consent of the representative, we will not, for a period of [180] days six months after the closing date of this offering, prospectus, 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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We have agreed to pay the above cash and warrant compensation with respect to any public or private offering or other financing or capital -raising transaction of any kind ("Tail Financing") to the extent that such financing or capital is provided to the Company by investors whom the representative had contacted during the term of the engagement agreement, dated May 14, 2025, between the Company and the representative, or introduced to the Company during such term, if such Tail Financing is consummated at any time within the 24 -month period following the expiration or termination of the engagement agreement.

Electronic Offer, Sale and Distribution of Securities

[We have agreed to pay the above cash and warrant compensation with respect to any public or private offering or other financing or capital -raising transaction of any kind ("Tail Financing") to the extent that such financing or capital is provided to the Company by investors whom the representative had contacted during [ ], or introduced to the Company during such term, if such Tail Financing is consummated at any time within [ ].] Electronic Offer, Sale and Distribution of Securities A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriter or selling group members. The underwriters may agree to allocate a number of securities to underwriter and selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

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Service of Process and Enforcement of Civil Liabilities 1 change

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Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through [ ], vState Filings LLC, our agent designated for that purpose, located at [ 301 Mill Road Suite U -5 , Hewlett, NY 11557. Nevertheless, since a substantial portion of the assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States.

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Notes to the financial statements 2 changes

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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 two years in the period ended December 31, 2025, and the related notes and schedule I (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 two years in the period ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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(Reversal of impairment) impairment loss on 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 – net 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 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) 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 assets 275,649 183,348 Payments for short-term financial 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.

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Note 4: Segment information 1 change

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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.

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Note 4: Segment information (cont.) 12 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.

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Other material items of income and expense

Gain on valuation of derivatives – net

Gain on modification of debt

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Other material items of income and expense

Gain on valuation of derivatives – net

Loss on modification of debt

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(c) Geographical information

The Group operates in primary geographical markets as follows:

Total revenue and non -current assets as of year -end by geographical regions are as follows:

Non-current Assets (*1)

(*1) Non -current assets include PP&E, right -of -use assets and intangible assets.

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Note 5: Revenue from contracts with customers 5 changes

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(b) Assets and Liabilities related to contracts with customers

The following table shows current assets related to contracts with customers:

Contract assets relating to:

The following table shows how much of the revenue recognized in the reporting period relates to carried -forward contract liabilities:

Revenue recognized that was included in the contract liability balance at the beginning of the period:

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Note 6: Breakdown of expenses by nature 1 change

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Tracx Logis Pte. Ltd.

Note 7: Finance income — net 11 changes

Interest expense on lease liabilities

Interest expense on convertible notes

Interest expense on borrowings and others

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Tracx Logis Pte. Ltd.

Gain (Loss) on modification of debt

Interest expense on borrowings and others

Interest expense on convertible notes

Interest expense on lease liabilities

Loss on valuation of derivatives

Loss on modification of debt

Finance income – net

Note 8: Other income (losses) — net 1 change

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Tracx Logis Pte. Ltd.

Note 9: Income tax expense 8 changes

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(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:

Loss before income tax expense

Income tax benefit computed at the weighted-average statutory tax rate (355,759 (12,757,834 (4,087,144 (818,243 ) Effect of non-deductible expenses – Interest expense 3,849,222 1,030,506 Effect of non-deductible expenses – Other 4,188,808 3,880,740 Effect of tax losses that are not recognized as deferred tax asset 4,611,217 5,623,236 Deferred tax assets not recognized (7,203,647 ) 2,539,817 Adjustments for current tax of prior periods (328,697 ) (4,667 ) Others, net 87,319 (198,705 ) Income tax expense (benefit) 761,319 (705,150 ) Effective tax rate (83.1 )% 1.3 % ____________ (*) Effect of non -deductible expenses primarily includes thin capitalization adjustments, general provisions for doubtful debts, foreign exchange losses, and impairment losses on investments in subsidiaries, which are not deductible for tax purposes.

(c) Changes in deferred tax assets (liabilities) resulting from tax effect of temporary differences for the years ended December 31, 2025 and 2024 are as follows:

As of December 31, 2025

Deferred tax arising from temporary differences

Provision for doubtful debts

Short-term financial liabilities

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Note 9: Income tax expense (cont.) 14 changes

As of December 31, 2025

Property, plant and equipment

Allowances for annual leave

Investment in subsidiaries and associates

Provision for inventories

Unrecognized deferred tax asset, net

Deferred tax arising from tax differences

Net deferred tax liabilities

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(d) Temporary differences, tax losses and tax credits in which deferred tax effects were not recognized as of December 31, 2025 and 2024 are as follows:

Deductible temporary differences

Investments in subsidiaries (*1)

Deferred tax assets are recognized for tax losses carried forward to the extent that realization of the related tax benefits through future taxable profits is probable.

The Group had unrecognized tax losses of SGD 129,709,665 and SGD 115,314,883 as of December 31, 2025 and 2024, respectively, which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognized tax losses in their respective countries of incorporation. As of December 31, 2025, the tax losses of SGD 79,287,093 expire between 2026 and 2040, all other remaining losses have no expiry date.

(*1) The Group has unrecognized deferred tax liabilities in relation to temporary differences in investments in subsidiaries as of December 31, 2025 and 2024, as it does not expect to dispose of investments in subsidiaries within a predictable period of time.

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Note 10: Other non -current liabilities 1 change

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Tracx Logis Pte. Ltd.

Note 11: Loss per share 6 changes

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(b) Weighted average number of ordinary shares

Number of ordinary shares*:

Weighted average number of ordinary shares

* 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.

The following outstanding instruments were excluded from the computation of diluted loss per share, as they would have an anti -dilutive effect on the calculation:

Convertible preferred shares

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Note 12: Cash and cash equivalents and short -term financial assets 1 change

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Tracx Logis Pte. Ltd.

Note 13: Trade and other receivables 3 changes

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Details of other receivables as of December 31, 2025 and 2024 are as follows:

Total other receivables

Tracx Logis Pte. Ltd.

Note 14: Inventories 1 change

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Tracx Logis Pte. Ltd.

Note 15: Other current assets 1 change

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Tracx Logis Pte. Ltd.

Note 16: Property, plant and equipment 5 changes

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Currency translation differences

Depreciation and amortization

Accumulated depreciation and impairment

Currency translation differences

Net book value at December 31

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Note 17: Lease — The Group as a lessee 4 changes

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(*2) The Group made a strategic decision to cease operations at three specific operational sites in Korea, as well as to abandon certain related leased warehouses, intangible assets and development projects. This decision constitutes a clear internal indicator of impairment, as these assets are no longer expected to generate future economic benefits for the Group, either through continued use or disposal. For these affected assets, as they have been permanently taken out of use and no future cash inflows are expected, the recoverable amount is assessed to be nil. Therefore, the Group recognized impairment loss on these related assets.

The Group leases warehouses and office space for the purpose of storage of inventories and classification of parcels for deliveries, as well as back office operations and corporate functions.

The Group leases vehicles to render logistic services to handle inventories and parcels from suppliers and customers.

(a) Carrying amounts

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

(e) Lease expense not capitalized in lease liabilities

(b) Depreciation charges

(c) Lease liabilities

Short-term lease liabilities

Long-term lease liabilities

(d) Interest expense

Interest expense on lease liabilities (Finance costs in the consolidated statements of loss and other comprehensive loss) 2,129,723 3,862,360 (e) Lease expense not capitalized in lease liabilities For the years ended December 31, 2025 2024 SGD SGD Lease expense – short-term leases (Selling and administrative expenses) 330,859 981,637 Lease expense – low-value leases (Selling and administrative expenses) 417,376 513,274 748,235 1,494,911 The Group also has certain leases of machinery with lease terms of 12 months or less and leases of equipment with low value. The Group applies the "short -term lease" and "lease of low -value assets" recognition exemptions for these leases.

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(i) Weighted average remaining lease term and discount rate are as follows:

Weighted average discount rate

Weighted average remaining lease term (month)

The Group negotiates extension options to maximize operational flexibility in terms of managing the assets used in the Group's operations. The majority of the extension options are exercisable by the Group and not by the lessor.

(j) The following table demonstrates the sensitivity to a reasonably possible change in discount rate of lease liabilities. With all other variables held constant, the Group's lease liabilities are affected through the impact on discount rate as follows:

Change in discount rate

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Note 18: Intangible assets 4 changes

5 unchanged paragraphs

Currency translation differences

Accumulated amortization and impairment

Currency translation differences

Net book value at December 31

1 unchanged paragraph

Note 18: Intangible assets (cont.) 7 changes

Currency translation differences

Accumulated amortization and impairment

Currency translation differences

Net book value at December 31

9 unchanged paragraphs

The recoverable amount of goodwill is determined based on value -in -use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five -year period. Cash flow beyond the five -year period are extrapolated using the estimated growth rates stated below.

The key assumptions used for value -in -use calculations in 2025 and 2024, are as follows:

Tracx Logis Pte. Ltd.

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

(b) Summarized financial information of associates as of and for the year ended December 31, 2025 and 2024 are as follows:

2 unchanged paragraphs

Korchina Logistics Philippines Inc.

Korchina Vietnam Hochiminh Joint Stock Company

4 unchanged paragraphs

(d) Reconciliation of investment in associate as of December 31, 2025 and 2024, and changes in investment in associate for the year ended December 31, 2025 and 2024 are as follows:

For the year ended December 31, 2025

Korchina Vietnam Hochiminh Joint Stock Company

For the year ended December 31, 2024

Korchina Vietnam Hochiminh Joint Stock Company

1 unchanged paragraph

Note 21: Trade and other payables 1 change

2 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 22: Borrowings 22 changes

6 unchanged paragraphs

August 23, 2024 (*5)

SHENZHEN WEISHI LOGISTICS NETWORK TECHNOLOGY COMPANY LIMITED

December 31, 2026 (*4)

Crescendo Private Equity Fund III GP Limited

Crescendo Equity Partners Limited

Crescendo Equity Partners Limited

January 25, 2025 (*2)

Crescendo Equity Partners Limited

Crescendo Equity Partners Limited

Crescendo Equity Partners Limited

Crescendo Equity Partners Limited

Crescendo Equity Partners Limited

Crescendo Equity Partners Limited

Noteholders (2021 Notes)

Queen Holdings Limited

Rivendell Investments 2018-2 LLC

KC Small and Medium Value Up

Private Equity Fund No. 1

Noteholders (2024 Notes)

Crescendo Equity Partners Limited

Corstone Asia Co. Ltd

Metistone Equity Partners Co., Ltd.

1 unchanged paragraph

Note 22: Borrowings (cont.) 16 changes

Noteholders (2024 Notes)

Rivendell Investments 2018-2 LLC

Noteholders (2024 Notes)

Noteholders (2024 Notes)

Mason Global Growth Fund I

1 unchanged paragraph

CRESCENDO EQUITY PARTNERS (SINGAPORE) PTE. LTD.

1 unchanged paragraph

CACTUS OASIS FUND II

1 unchanged paragraph

ZVC2 INVESTMENT PARTNERSHIPS

6 unchanged paragraphs

Noteholders (2025 Notes)

Noteholders (2025 Notes)

Noteholders (2025 Notes)

Noteholders (2025 Notes)

17 unchanged paragraphs

(*2) The principal was fully repaid in subsequent periods.

(*3) Qoo10 and certain of its subsidiaries filed for bankruptcy, and accordingly, the maturity has not been extended.

(*4) The maturity was extended to August 31, 2027 in subsequent periods. The Group has been repaying the borrowings in installments.

(*5) The borrowings were offset by the receivables from WEMAKEPRICE INC as of end of 2025 through the judgment.

1 unchanged paragraph

Note 34: Events occurring after reporting period 1 change

48 unchanged paragraphs

Concurrent with our initial public offering, our ordinary shares were listed on [Nasdaq Global Market] under the symbol "TLGS." "TRCX."

5 unchanged paragraphs

Exhibits 1 change

5 unchanged paragraphs

Opinion of Allen Overy Shearman Sterling LLP as to the validity of the Ordinary Shares* 5.2 Opinion of Allen Overy Shearman Sterling as to enforceability of Underwriter Warrants* 10.1 Tracx Logis Pte. Ltd. Employee Stock Option Plan* 21.1 List of Subsidiaries* 23.1 Consent of Marcum Asia CPAs LLP* 23.2 Consent of Allen Overy Shearman Sterling LLP (included in Exhibit 5.1)* 23.3 Consent of Global Law Office* 23.4 Consent of Vuk Jeremi ć * 23.5 Consent of [ ]* Samuel Shin Chul Park* 23.6 Consent of [ ]* Matthew J. Saker* 24.1 Power of Attorney (included on signature page to the registration statement) 99.1 Code of Business Conduct and Ethics of the Registrant* Filing Fee Table* ____________ * To be filed by amendment.

Undertakings 1 change

7 unchanged paragraphs

We, the undersigned directors of Tracx Logis Pte. Ltd. and executive officers of Tracx Logis Pte. Ltd. and its subsidiaries hereby severally constitute and appoint [ ] Mr. Mark Lee and [ ], Mr. Peter Kim, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys -in -fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post -effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys -in -fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys -in -fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

11 unchanged paragraphs