TracX Logis Pte. TRCX
TracX Logis Pte.: securities offering
- Form
- F-1
- Filed
- Importance
- Notable
- Accession
- 0001213900-26-082242
Not explained yet; the original is on EDGAR.
Securities offering
What changed since the last draft
No changes since the DRS/A filed Jul 9, 2026
Compared with the DRS/A 0001213900-26-076716, filed Jul 9, 2026.
No changes found between the two drafts.
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 4 changes
This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.
REGISTRATION STATEMENT
As confidentially submitted to filed with the U.S. Securities and Exchange Commission on July 9 28 , 2026.
30 unchanged paragraphs
At the time of confidential submission filing of this draft registration statement, the Registrant's name is Tracx Logis Pte. Ltd. Prior to the consummation of this offering, we intend to convert Tracx Logis Pte. Ltd. from a Singapore private limited company to a Singapore public limited company. Upon such conversion, the Registrant will be known as Tracx Logis Ltd. Tracx Logis Pte. Ltd. was formerly known as Qxpress Pte. Ltd. having registered its name change as of November 18, 2024 with the Accounting and Corporate Regulatory Authority, Singapore.
55 unchanged paragraphs
Risk factors 1 change
26 unchanged paragraphs
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'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, which is 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.
174 unchanged paragraphs
Management 3 changes
15 unchanged paragraphs
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 the Executive Director, Head of New Business Development at Kortop Media from June 2024 to September 2025. He also served as the 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.
3 unchanged paragraphs
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 [ ], April 2022, Mr. Park has served as Chief Advisor to Maple Investment Venture Capital, which he co -founded acquired in [ ]. March 2018. Mr. Park holds a Bachelor of Science degree in Civil Engineering from the Massachusetts Institute of Technology.
13 unchanged paragraphs
We have maintained an various employee stock option plans (the "Employee Stock Option Plans" or the "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 Plans upon exercise of Options. We believe that the 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.
17 unchanged paragraphs
Description of the securities 1 change
73 unchanged paragraphs
On July 27, 2026, Tracx Logis Pte. Ltd. issued US$1,174,999.99 in aggregate principal amount of convertible notes to American Ventures LLC, Series LV Tracx Logis.
106 unchanged paragraphs
Note 4: Segment information 2 changes
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.
The Group had no customer that contributed more than 10% of its total revenue for the years ended December 31, 2025 and 2024.
1 unchanged paragraph
Note 4: Segment information (cont.) 6 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 years ended December 31, 2025 and 2024.
2 unchanged paragraphs
Selling and administrative expenses
Other income (losses) – net
6 unchanged paragraphs
Selling and administrative expenses
Other income (losses) – net
8 unchanged paragraphs
Note 31: Statements of cash flows (cont.) 1 change
13 unchanged paragraphs
Gain of modification of convertible
8 unchanged paragraphs
Exhibits 2 changes
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Form of Constitution of Tracx Logis Pte. Ltd.*
2 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* 10.2 English Translation of Lease Agreement for Arenas Yeongjong Logistics Center in Incheon, Korea 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 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 4 changes
5 unchanged paragraphs
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F -1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on , July 28, 2026.
1 unchanged paragraph
Co -Chief Executive Officer and Director
10 unchanged paragraphs
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Tracx Logis Pte. Ltd., has signed this registration statement or amendment thereto in New York City, New York, United States on , July 28, 2026.
1 unchanged paragraph
Authorized Representative
Unchanged: About this Prospectus, Conventions that Apply to this Prospectus, Presentation of Financial and Other Information, Market and Industry Data, Prospectus summary, The offering, Summary Financial and Other Information, Forward-looking statements, Use of proceeds, Dividends and Dividend Policy, Capitalization, Dilution, Selected Financial and Other Information, MD&A, Business, Regulation, Related-party transactions, Principal stockholders, Shares Eligible for Future Sale, Tax Considerations, Plan of distribution, Expenses of the Offering, Legal Matters, Experts, Service of Process and Enforcement of Civil Liabilities, Where You Can Find More Information, Index to the Consolidated Financial Statements, Notes to the financial statements, Note 1: General information, Note 1: General information (cont.), Note 2: Summary of significant accounting policies, Note 2: Summary of significant accounting policies (cont.), Note 3: Critical accounting estimates, assumptions, and judgments, Note 5: Revenue from contracts with customers, Note 5: Revenue from contracts with customers (cont.), Note 6: Breakdown of expenses by nature, Note 7: Finance income — net, Note 8: Other income (losses) — net, Note 9: Income tax expense, Note 9: Income tax expense (cont.), Note 10: Other non -current liabilities, Note 11: Loss per share, Note 12: Cash and cash equivalents and short -term financial assets, Note 13: Trade and other receivables, Note 13: Trade and other receivables (cont.), Note 14: Inventories, Note 15: Other current assets, Note 16: Property, plant and equipment, Note 17: Lease — The Group as a lessee, Note 17: Lease — The Group as a lessee (cont.), Note 18: Intangible assets, Note 18: Intangible assets (cont.), Note 19: Investment in associates (cont.), Note 20: Financial asset at fair value through other comprehensive income, Note 21: Trade and other payables, Note 22: Borrowings, Note 22: Borrowings (cont.), Note 23: Employee benefit obligations, Note 23: Employee benefit obligations (cont.), Note 24: Other liabilities, Note 25: Commitments and contingencies, Note 26: Share capital, Note 26: Share capital (cont.), Note 27: Share -based payments, Note 27: Share-based payments (cont.), Note 28: Other reserves, Note 28: Other reserves (cont.), Note 29: Financial risk management, Note 29: Financial risk management (cont.), Note 30: Financial value measurement, Note 30: Financial value measurement (cont.), Note 31: Statements of cash flows, Note 32: Related party transactions, Note 32: Related party transactions (cont.), Note 33: Convertible notes, Note 33: Convertible notes (cont.), Note 34: Events occurring after reporting period, Indemnification of Directors and Officers, Recent Sales of Unregistered Securities
Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.
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