Tracx Logis: securities offering (amended)

Cover page 19 changes

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As filed with the U.S. Securities and Exchange Commission on July 28 September 17 , 2026.

Registration No. 333 -297747

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Tracx Logis Pte. Ltd.

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CWT Jurong East Logistic s Centre,

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) S ection 7(a)(2)( B) of the Securities Act. ☐

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At the time of filing of this 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.

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• a public offering prospectus (the "Public Offering Prospectus") to be used for the initial public offering of [ ] 1,500,000 ordinary shares of the Registrant through the underwriters named in the Underwriting section of the Public Offering Prospectus; and

• a resale prospectus (the "Resale Prospectus") to be used for the potential resale by the Resale Shareholders of an aggregate of [ ] 497,344 ordinary shares of the Registrant, which will not be underwritten and sold through the underwriters.

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Subject to Completion dated [ September 17 , 2026

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Tracx Logis Pte. Ltd.

1,500,000 ORDINARY SHARES

This is the initial public offering of Tracx Logis Pte. Ltd. We are offering 1,500,000 ordinary shares.

Prior to this offering, there has been no public market for our ordinary shares. We currently anticipate that the initial public offering price will be between $ $18.00 and $ $22.00 per ordinary share.

We have applied to list our ordinary shares on the Nasdaq Global Market under the symbol "TRCX"

In addition, we are registering an aggregate of 497,344 ordinary shares for resale by certain Resale Shareholders by means of the Resale Prospectus. The Resale Shareholders in the resale offering may not commence the resale of their shares pursuant to the Resale Prospectus until after our primary offering closes.

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

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(1) Does not include a non -accountable expense allowance equal to 1.0% of the public offering price. We have also agreed to reimburse certain expenses of the underwriters and to issue to the underwriters warrants to purchase up to a total of 8% 5% of the ordinary shares sold in the offering. Such warrants and underlying shares are included in this prospectus. For additional information on underwriting compensation, see "Underwriting."

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We have granted the underwriters an option to purchase up to 225,000 ordinary shares for a period of [30] 45 days from the date of this prospectus to cover over -allotments at the initial public offering price less the underwriting discount.

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Roth Capital Partners

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Conventions that Apply to this Prospectus 3 changes

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• "Resale Prospectus" refers to a resale prospectus to be used for the potential resale by the Resale Shareholders of an aggregate of [ ] 497,344 ordinary shares of the Company, which will not be underwritten and sold through the underwriters.

• "Resale Shareholders" refers to those shareholders who are selling our ordinary shares pursuant to the Resale Prospectus, namely, [ ], American Ventures LLC, Series XX Tracx Logis and American Ventures LLC, Series LV Tracx Logis, and each a "Resale Shareholder." [ ] holds [ ] ordinary shares prior to the resale offering and is offering [ ] ordinary shares for resale pursuant to the Resale Prospectus, [ ] American Ventures LLC, Series XX Tracx Logis holds [ ] 2.5% of our issued ordinary shares prior to the resale offering and is this offering [ ] ordinary shares for resale pursuant to the Resale Prospectus and [ ] American Ventures LLC, Series LV Tracx Logis holds [ ] 0.6% of our issued ordinary shares prior to the resale offering and is this offering. [ ] ordinary shares for resale pursuant to the Resale Prospectus. The ordinary shares registered for resale by the Resale Shareholders pursuant to the Resale Prospectus are not underwritten by the underwriters.

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• "Tracx Logis," "we," "us," "our," "ours," "our company," and the "Company," refer to Tracx Logis Pte. Ltd. and its consolidated subsidiaries and entities, unless otherwise specified or the context otherwise requires.

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Prospectus summary 4 changes

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Tracx Logis Pte. Ltd. is incorporated under the laws of Singapore. As a result of our operations in China through KCI, a sizeable portion of our global operations are located in the PRC and Hong Kong, which we operate, directly or indirectly, through wholly -owned subsidiaries incorporated in the PRC and Hong Kong.

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Tracx Logis Pte. Ltd. operates its business in Singapore directly and in various other jurisdictions through its subsidiaries and associates (which, under IFRS, are entities in which we have a significant shareholding such that we have significant influence but do not have the requisite shareholding to control). Cash is transferred between and among Tracx Logis and its subsidiaries through capital contributions, dividends, intercompany loans or payments for intercompany sales and services in the ordinary course of business. Currently, we do not intend to distribute earnings or settle amounts owed under any agreement other than the agreements entered into in the ordinary course of business for the intercompany transactions. We do not have any VIEs in China or in any other jurisdiction, except in Indonesia where we have one entity accounted for as a VIE. This VIE has been dormant from an operational perspective since 2024 and is not material to our business, operations and financial position, and there are no shareholder loans to such VIE. We expect to dissolve or put into voluntary liquidation such VIE by the end of 2026.

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We were incorporated in Singapore on February 28, 2011 as a private limited company (Company Registration No. 201104738Z) under the Companies Act 1967 of Singapore (the "Singapore Companies Act") and on February 15, 2013, we changed our name to Qxpress Pte. Ltd. We further changed our name from Qxpress Pte. Ltd. to Tracx Logis Pte. Ltd. on November 18, 2024. Prior to the closing of this offering, On August 28, 2026, we intend to convert converted Tracx Logis Pte. Ltd. from a Singapore private limited company to Tracx Logis Ltd., a Singapore public limited company.

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

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The offering 18 changes

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Tracx Logis Pte. Ltd., a company incorporated in Singapore.

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[ ] 1,500,000 ordinary shares (or [ ] 1,725,000 ordinary shares if the underwriters exercise their option to purchase additional ordinary shares from us in full).

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We have granted the underwriters an option, exercisable within 30 45 days from the date of this prospectus, to purchase up to [ ] 225,000 additional ordinary shares to cover over -allotments .

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We have agreed to issue to the underwriters warrants to purchase up to a total of 8% 5% of the ordinary shares sold in this offering. The warrants will have an exercise price of 100% 120% of the public offering price and be exercisable for a period of three (3) years commencing six (6) nine (9) months from the effective date of the offering and expiring five (5) years from the commencement of sales of the offering.

Ordinary shares outstanding immediately before and after the offering

[ ] 17,185,597 ordinary shares (or [ ] 17,410,597 ordinary shares if the underwriters exercise their option to purchase additional ordinary shares in full), assuming: after giving effect to:

(i) the conversion of all of our outstanding 1,094,168 series A preferred shares into 1,502,359 ordinary shares;

(ii) the conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into 11,819,032 ordinary shares; and (iii) the conversion of certain loans into 255,082 ordinary shares as described under "Capitalization";

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

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Between $[ ] and $[ ] per ordinary share.

Between $18.00 and $22.00 per ordinary share.

We expect that we will receive net proceeds of approximately $[ ] $25.4 million from this offering (or approximately $[ ] $29.6 million if the underwriters exercise their option to purchase additional ordinary shares in full), assuming an initial public offering price of $[ ] $20.00 per ordinary share, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us.

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We have applied to have our ordinary shares listed on the Nasdaq Global Market the under the symbol "TRCX".

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

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• no exercise of options granted and outstanding under our Employee Stock Option Plan as of the date of this prospectus;

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

• no exercise by the underwriters of their option to purchase up to [ ] 225,000 additional ordinary shares from us to cover over -allotments , if any, or their warrants to purchase up to 8% 5% of the ordinary shares sold in the offering;

• no exercise of options granted and outstanding under our Employee Stock Option Plan as of the date of this prospectus; and • an initial public offering price of $ [ ] 20.00 per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Summary Financial and Other Information 4 changes

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Owners of Tracx Logis Pte. Ltd.

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Owners of Tracx Logis Pte. Ltd.

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

* The shares and per share information are presented on a retroactive basis to reflect the 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Ltd., which was effective on May 29, 2026. The pro forma basic and diluted income per share information is unaudited and, excluding the effect of this offering, assumes that the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion occurred on January 1, 2025, with the numerator adjusted to add back the related interest expense and other charges and the denominator based on the related weighted -average number of ordinary shares. After giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion, our pro forma basic and diluted income per share for the year ended December 31, 2025 would be S$1.33 per share (US$1.03 per share).

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Risk factors 6 changes

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In addition to a concentrated customer base, KCI relies on relatively few airlines and sea carriers with which it believes it has stable business relationships for the movement of goods KCI believes it and has enjoyed experienced competitive rates and other commercial terms. as a result of its large and stable volumes processed during its 30 years of operation. However, no assurance can be given that KCI will continue to be able to get low fares and access to capacity on cargo planes and cargo ships to meet its customers' demands. The cross -border freight and shipping business is highly volatile and subject to significant volatility and capacity restraints, from time to time, especially during periods of high seasonal use or during times of global economic growth or shocks, as was the case with the COVID -19 pandemic. Also, the air cargo and sea cargo industries are subject to significant volatility due to frequent bankruptcies, reorganizations, mergers and other consolidations, and we cannot guarantee that these relationships will continue as has been the case historically. Bankruptcies and consolidations may result in the loss of key routes and higher prices and may cause KCI to lose its bargaining power with certain routes and certain carriers. Loss of capacity as well as increases in cost from the occurrence of any such events is likely to have a material adverse effect on our results of operations and prospects.

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On March 6, 2023, the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, which administers and enforces the Export Administration Regulations ("EAR"), added our then subsidiary, Korchina Logistics (HK) Ltd. ("KC HK"), to the Entity List as defined in 15 C.F.R. 744.16 (the "Entity List"). According to the Federal Register notice announcing the listing, KC HK had engaged in "activities contrary to the national security and foreign policy interests of the United States" for having "supplied and/or attempted to supply items subject to the EAR to Iran's Paradazan System Namad Arman (PASNA), an entity listed by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) as a Specially Designated National (SDN)." See 88 Fed.Reg. 13673. The Entity List designation applied only to KC HK and neither we nor any of our other subsidiaries or affiliates were on the Entity List. KC HK ceased all its operations on December 3, 2023, and we expect it to be deregistered was dissolved by the end of deregistration on September 11, 2026 in accordance with applicable Hong Kong laws.

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

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In the course of preparing and subjecting our consolidated financial statements as of and for the years ended December 31, 2025 and 2024 to audit, we and our independent registered public accounting firm identified certain material weaknesses in our internal control over financial reporting as of December 31, 2025 and 2024, in accordance with the standards established by the PCAOB of the United States. The material weaknesses identified related to (i) lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of IFRS and financial reporting requirements set forth by the SEC to design and implement key controls over financial reporting process to address complex IFRS accounting issues and related disclosures, in accordance with IFRS and SEC financial reporting requirements, (ii) lack of formal internal control policies and independent supervision function to establish formal risk assessment process and internal control framework, and (iii) lack of segregation of duties in the information technology department and effective control on defining and assigning individual's rights to access systems, programs or transaction raw data, and track records or log on system activities for access to system program, data and backup monitoring. These material weaknesses will not be considered remediated until the mitigating controls have operated for the required period of time and until the operating effectiveness of the controls has been validated, through testing, by management. There can be no assurance that any remediation actions we have undertaken will be effective or that other similar issues may not arise in the future.

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Purchasers of the ordinary shares will experience immediate and substantial dilution in net tangible book value per share from the public offering price per share. After giving effect to the sale of the ordinary shares offered by this prospectus, and after deducting the underwriting discounts and commissions, non -accountable expense allowance and the estimated offering expenses payable by us in this offering, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been S$[•] S$10.8 million (US$[•] (US$8.4 million), or S$[•] (US$[•]) S$0.63 (US$0.49) per share. This represents an immediate dilution in net tangible book value of S$[•] S$25.09 (US$19.51) per share to investors in this offering. For a calculation of the dilution purchasers in this offering will incur, see "Dilution."

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The sale of a significant number of the ordinary shares or other equity securities in the public market after this offering and from the sale of shares held by our Resale Shareholders through the Resale Prospectus, or the perception that such sales may occur, could materially and adversely affect the market price of the ordinary shares. These factors could also materially impair our ability to raise capital through equity offerings in the future. Upon completion of this offering, we will have [•] 17,185,597 ordinary shares outstanding. The ordinary shares offered in this offering will be freely tradable without restriction under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock -up agreements. Any substantial sale or perceived substantial sale of the ordinary shares by our existing shareholders over a short period of time after the expiry of the applicable lock -up period (where applicable) and subject to the restrictions in Rule 144 and Rule 701 under the Securities Act could cause the share price to fall. Similar sales of ordinary shares by holders after vesting of awards or holders of options who have exercised their options under any incentive plan that we intend to implement could also cause the share price to fall. Except as otherwise described in "Underwriting," there are no restrictions on the ability of our existing shareholders to sell their shares. The Resale Shareholders may be willing to accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our ordinary shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares.

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Use of proceeds 5 changes

We expect that we will receive net proceeds from this offering of approximately $[•] $25.4 million, based on an assumed initial public offering price of $[•] $20.00 per share, the mid -point of the estimated range of the initial public offering price shown on the cover page of this prospectus, after deducting the underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional ordinary shares in full, our net proceeds will be approximately $[•] $29.6 million after deducting the underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses. A $1.00 increase/(decrease) in the assumed initial public offering price of $[•] $20.00 per share would increase/(decrease) the net proceeds to us from this offering by approximately $[•] million, or approximately $[•] $1.4 million, if the underwriters exercise their option to purchase additional ordinary shares in full, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us.

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• approximately $[ ] 11% for the expansion and technological enhancement of our core e -Commerce and logistics platforms;

• approximately $[ ] 10% for routine maintenance capital expenditures across our regional fulfillment centers;

• approximately 41% for working capital, including trade payables;

• the remainder for other 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.

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Capitalization 7 changes

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• on a pro forma basis giving to give effect to (i) the conversion of all of our outstanding series A preferred shares into [ ] 1,502,359 ordinary shares and on August 26, 2026, which we refer to as the "Preferred Share Conversion"; (ii) the conversion of all outstanding convertible notes, including the convertible notes that we issued subsequent to December 31, 2025 as set forth below (including accrued interest on all such convertible notes) into [ ] 11,819,032 of our ordinary shares on September 4, 2026, which we refer to as the "Convertible Note Conversion"; and (iii) the conversion of certain loans into 255,082 ordinary shares as described under "Principal Shareholders;" below on August 27, 2026, which we refer to as the "Loan Conversion"; and • on a pro forma as adjusted basis to further give effect to reflect the issuance and sale of the 1,500,000 ordinary shares by us in this offering at an assumed initial public offering price of $ [ ] US$20.00 per share, the mid -point of the estimated public offering price range shown on the cover page of this prospectus, after deducting the underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us and assuming no exercise of the underwriters' option to purchase additional ordinary shares, and our receipt of the estimated net proceeds from this offering.

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(2) This amount excludes the embedded derivative portion of the convertible notes. The convertible notes (including accrued interest thereon) are expected to be converted into our ordinary shares at prior to the completion of this offering at an assumed a conversion price of US$[1.50] US$15.00 per ordinary share and, upon conversion, will no longer be recorded as a liability on our financial statements. See Note 34 33 to our consolidated financial statements included elsewhere in this prospectus. For more details on the terms of conversion, see "Principal Shareholders."

Subsequent to December 31, 2025, we issued convertible notes to certain investors as follows:

• On January 22, 2026, we issued US$5.6 million in aggregate principal amount of convertible notes to American Ventures LLC, Series XX Tracx Logis and on July 27 and July 30, 2026, we issued a further US$1.2 million and US$0.3 million in aggregate principal amounts of convertible notes to American Ventures LLC, Series LV Tracx Logis. These notes bear interest at 10% per annum and are convertible into our ordinary shares at a conversion price of US$15.00 per share.

• On August 7, 2026, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$0.4 million and US$0.4 million in aggregate principal amounts of convertible notes to Harmony Partners Co., Ltd. and Aevolution Fund III -2 L.P., respectively. On August 11, 2026, Tracx Logis Korea Co., Ltd. issued US$3.0 million and US$1.1 million in aggregate principal amounts of convertible notes to Rivendell Investments 2018 -2 LLC and Jae Young Lee, respectively. These notes are guaranteed by us, bear interest at 10% per annum and are convertible into our ordinary shares at a conversion price of US$15.00 per share. These are existing investors who initially subscribed to our convertible securities in the past five years.

All of these convertible notes (including accrued interest thereon), together with all convertible notes outstanding as of December 31, 2025 (including accrued interest thereon), were converted into our ordinary shares at a conversion price of US$15.00 per share on September 4, 2026.

On August 27, 2026, we entered into a Debt Conversion Deed with our wholly -owned subsidiary Tracx Logis Korea Co., Ltd. ("Korean Subsidiary") and Crescendo Equity Partners Limited ("Crescendo") pursuant to which the parties agreed to settle a certain portion of outstanding loans that were provided by Crescendo to the Korean Subsidiary and guaranteed by us, by converting such portion of loans, including accrued interest, in an aggregate amount of US$3.8 million into our ordinary shares at the conversion price of US$15.00 per share.

Dilution 12 changes

If you invest in our ordinary shares, your interest will be diluted for each share you purchase to the extent of the difference between the initial public offering price per share and our the pro forma as adjusted net tangible book value per share immediately after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

As of December 31, 2025, we had a Our historical net tangible book value (deficit) as of S$ December 31, 2025 was S$(216.7) million (US$ (US$(168.5) million), corresponding to a net tangible book value (deficit) of S$ S$(102.92) per ordinary share (US$ (US$(80.03) per ordinary share). Our historical net tangible book value (deficit) per share represents the amount of our total assets less our total liabilities, (excluding goodwill, deferred tax assets and other intangible assets) less our total liabilities, divided by the total number of our 2,105,286 ordinary shares outstanding as of December 31, 2025.

Our pro forma net tangible book value (deficit) as of December 31, 2025 was S$(21.9) million (US$(17.0) million), corresponding to a net tangible book value (deficit) of S$(1.40) per ordinary share (US$(1.09) per ordinary share). Pro forma net tangible book value (deficit) per share represents the amount of our total assets (excluding goodwill, deferred tax assets and other intangible assets) less our total liabilities (after giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion), divided by 15,685,597 ordinary shares, being the total number of ordinary shares outstanding as of December 31, 2025 (after giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion).

After giving effect to (i) the issuance and sale of 1,500,000 ordinary shares in this offering at an assumed initial public offering price of US$ US$20.00 per share, being the mid -point of the estimated public offering price range shown on the cover of this prospectus, (ii) conversion of all of our outstanding preferred shares into ordinary shares, (iii) conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into of our ordinary shares as described under "Principal Shareholders" and (iv) after deducting the underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us and assuming no exercise of the over -allotment option, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been S$ S$10.8 million (US$ (US$8.4 million), or S$ S$0.63 per ordinary share (US$ (US$0.49 per share). This represents an immediate increase in pro forma as adjusted net tangible book value of S$ S$101.51 per ordinary share (US$ (US$78.94 per ordinary share) to our existing shareholders and an immediate dilution in pro forma as adjusted net tangible book value of S$ S$25.09 per ordinary share (US$ (US$19.51 per ordinary share) to new investors in this offering purchasing at the assumed initial public offering price. The following table illustrates this dilution:

Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis (without giving effect to any exercise by the underwriters of their option to purchase additional shares):

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Historical net tangible book value as of December 31, 2025

Historical net tangible book value (deficit) as of December 31, 2025 (80.03 ) Increase per share attributable to the pro forma adjustments described above US$ 78.94 Pro forma net tangible book value (deficit) per share as of December 31, 2025 (1.09 ) Increase in pro forma as adjusted net tangible book value attributable to new investors in this offering [ ] US$ 1.58 Pro forma as adjusted net tangible book value per share immediately after this offering [ ] US$ 0.49 Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering [ ] US$ 19.51 A $1.00 increase (decrease) in the assumed public offering price of $[ ] US$20.00 per ordinary share would increase (decrease) our pro forma as adjusted net tangible book value per ordinary share by S$[ ] S$0.73 per ordinary share (US$[ ] (US$0.57 per ordinary share), assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses and assuming no exercise of the over -allotment option.

The dilution information above is for illustrative purposes only. Our pro forma as adjusted net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing. and the conversion of all of our outstanding preferred shares into ordinary shares and the conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into ordinary shares upon consummation of the offering.

To the extent that new stock options or warrants are issued or any outstanding options or warrants are exercised, or we issue additional ordinary shares in the future, there will be further dilution to new investors. In consideration for providing certain business -related advisory services, we have agreed to issue to American Ventures LLC, Series XXXVIII Tracx Logis Advisory (the "Advisor") a pre -funded warrant in the amount of 4% of our outstanding ordinary shares calculated as of the first date and time that our registration statement (of which this prospectus forms a part) is declared effective with the SEC. The warrant is exercisable on a cashless basis from the date of issue thereof until the warrant is exercised in full.

The table below summarizes as of December 31, 2025, after giving effect to the transactions described above, the number of ordinary shares purchased by existing investors, the ordinary shares purchased by new investors in this offering, the total consideration and the average price per share (i) paid to us by existing investors and (ii) to be paid by new investors purchasing the ordinary shares in this offering at an assumed initial public offering price of $ US$20.00 per share, being the midpoint of the estimated price range set forth on the cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

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Each US$1.00 increase (decrease) in the assumed public offering price of US$[ ] US$20.00 per share would increase (decrease) the total consideration paid by new investors in this offering, total consideration paid by all shareholders and the average price per ordinary share by US$[ ] US$1.5 million, US$[ ] US$1.5 million and US$[ ] US$0.09 per ordinary share, respectively, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses and assuming no exercise of the over -allotment option.

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The foregoing discussion and tables do not include the impact of any exercise of our outstanding share options. As of the date of this prospectus, there were [ ] ordinary shares issuable upon the exercise of outstanding share options at a weighted average exercise price of S$[ ] per share (US$[ ] per share). To the extent that any of these share options are exercised, there will be further dilution to new investors.

Selected Financial and Other Information 6 changes

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(In millions), except

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Owners of Tracx Logis Pte. Ltd. .

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Changes in the fair value of financial assets at fair value through other comprehensive income (0.2 ) Other comprehensive income (loss), net of tax (0.7 ) (0.5 ) 6.0 Total comprehensive loss for the year (2.4 ) (1.8 ) (46.3 ) For the year ended December 31, 2025 2024 S$ US$ S$ (In millions, except per share data) Total comprehensive loss for the year attributable to:

Owners of Tracx Logis Pte. Ltd.

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Loss per share attributable to the ordinary equity holders hold ers of the t he company Basic and diluted loss per share* (0.80 ) (0.62 ) (24.85 ) ____________ * The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026. The pro forma basic and diluted income per share information is unaudited and, excluding the effect of this offering, assumes that the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion occurred on January 1, 2025, with the numerator adjusted to add back the related interest expense and other charges and the denominator based on the related weighted -average number of ordinary shares. After giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion, our pro forma basic and diluted income per share for the year ended December 31, 2025 would be S$1.33 per share (US$1.03 per share).

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Short-term financial instruments assets

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MD&A 9 changes

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Except where the context otherwise requires or where otherwise indicated, in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, we use the terms "Tracx Logis," the "Company," "we," "our," "us," or similar terms to refer to Tracx Logis Pte. Ltd. and its consolidated subsidiaries . Our fiscal year ends on December 31. Our reporting currency is the Singapore dollar.

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Overall, although revenues have decreased significantly as a result of these and other factors, our restructuring efforts had the effect of decreasing our net losses in 2025 compared to 2024. Our loss for the year decreased by 96.8% from S$52.3 million in 2024 to S$1.7 million (US$1.3 million) in 2025. Our Adjusted EBITDA also improved from a loss of S$9.4 million in 2024 to a loss of S$4.1 S$5.4 million in 2025.

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

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Our ability to improve profitability is dependent in part on our ability to control our costs and expenses through enhancing our operating leverage and efficiency. Our costs and expenses, including employee benefit expenses, outsourcing costs (primarily for transportation, labor and other services) and lease expenses, are subject to various factors, such as fluctuations in general wage level, fuel prices and availability of storage facilities, among other things. Although we have taken significant steps to improve our operating leverage and have taken on significant reductions in staff to reduce our overhead expenses our future growth and profitability will depend on our ability to leverage our resources to fulfill higher revenues and greater markets and we will likely need to hire more staff in the future. Our workforce reductions in force over the past year may may make it more difficult for us to find qualified staff on reasonable terms as the labor market will be aware of our having taken on significant human resources reduction across many of our markets. We will need to increase volume and services leveraging our technology platform to provide more services for more customers in a greater number of markets with reduced staffing levels throughout. We must continue to increase the volume of packages as well as cross -sell our suite of services across more customers over time. In addition, we must use our cloud and partner -based growth strategies to further leverage existing infrastructure to reach more and more markets, while lowering cost and improving service efficiencies for our customers. Our ability to maximize this operating leverage and increase efficiencies will have a significant impact on our financial condition and results of operations. We believe that we can ameliorate some of our efficiency concerns and staffing issues through the prudent use and implementation of artificial intelligence technology, particular as it relates to customer service, finance and accounting, logistics algorithms and pricing as well as information technology.

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

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i) actively seeking additional funding through this offering and other capital raising opportunities, either through debt or equity or equity linked issuances or loans. On Since January 22, 1, 2026 to date, the Group issued convertible notes with an aggregate principal amount of US$5.6 US$11.9 million and maturity term of 5 years to a third party investor; investors;

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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 S$28.2 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, 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 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.

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

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In the course of preparing and subjecting our consolidated financial statements as of and for the years ended December 31, 2025 and 2024 to audit, we and our independent registered public accounting firm identified certain material weaknesses in our internal control over financial reporting as of December 31, 2025 and 2024, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States. The material weaknesses identified related to:

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Business 5 changes

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(1) There are additional entities under Tracx Logis Pte. Ltd. and KC International Holdings Limited (HK) (formerly Korchina Logistics Holdings Limited) that are not shown on this page. Such entities are excluded as they are indirect subsidiaries and/or not currently material to our business. Dormant entities are excluded from this organization structure.

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We consider our relations with our vendors to be good. with many of them having established and stable relations with us and KCI. Although not our vendors, we also enter into user agreements with e -commerce platforms and each platform's integration with our systems depends on the engagement sought and approval by such platform. Our integration with eBay Japan, Rakuten, Lazada and other global e -commerce platforms is extensive as a result of our relatively long operating history, and we are working to achieve the same level of integration with all of our e -commerce platform partners.

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

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

Our Enterprise logistics business has been in operation for over 31 years. KCI has established long -standing relationships with some of the largest and most well -known consumer, logistics and electronics brands in Asia, and has also established strong good relationships with its vendor partners, both airlines and sea freight operators in Asia. KCI had over 7,150 and 6,070 active customers during 2024 and 2025, respectively. KCI's largest customer accounts for approximately 5% of its revenues in 2024 and 6% of its revenues in 2025. KCI has also engaged with new customers, acquiring 9,816 aggregate new customers for 2024 and 2025.

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Management 6 changes

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* Each such individual has accepted their nomination to become effective upon the effectiveness of the registration statement of which this prospectus forms a part . These independent director nominees will be replacing Mr. Hansul Jung and Mr. Seongmin Lee, current board members, who will resign from our board of directors and cease to be our directors immediately upon the effectiveness of the registration statement, of which this prospectus forms a part .

** Mr. Koh is currently our Singapore resident director who will resign shortly after the completion of our initial public offering and will be replaced by another Singapore resident director .

The following sets forth certain biographical information with respect to our directors and executive officers. Unless otherwise stated, the business address for our directors and executive officers is Tracx Logis Pte. Ltd., 5A Toh Guan Road East, #06 -03 , CWT Jurong East Logistics Centre, Republic of Singapore, 608830.

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Koh Lian Peng. Mr. Koh serves as the Singapore Country Head (Director) since March 2025, bringing over 15 years of experience in logistics, sales, and finance. Previously, he served as Division Head (Singapore) from January 2022 to February 2025, and Head of Sales and Marketing in Singapore from February 2021 to December 2021.

Before joining Tracx Logis, Mr. Koh held various roles at Singapore Post Limited, including Vice President, Post and Parcel Sales (May 2018 – Dec 2020), Assistant Vice President, Corporate Business (May 2014 – Apr 2018), and Director, Key Account Channel (Sep 2012 – Apr 2014). He also worked at SingTel Telecommunications as Business Manager (Jun 2005 – Sep 2008) and at Hong Leong Finance as Senior Officer, Internal Audit (Feb 2002 – Jun 2005). Mr. Koh holds a Master of Applied Finance from Macquarie University in 2005 and a Bachelor of Business, Banking and Finance from Monash University in 2003.

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Note: The above information is presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026.

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Related-party transactions 1 change

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Transactions with Related Parties

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Principal stockholders 12 changes

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(1) [ ] 15,685,597 ordinary shares issued and outstanding assuming the conversion of all of our outstanding preferred shares into [ ] ordinary shares as of [ ], 2026 and the conversion of all outstanding convertible notes (including accrued interest on such convertible notes) into [ ] ordinary shares as of [ ], 2026 after giving retrospective effect to the 1 -for-10 reverse split of our ordinary shares on May 29, 2026 and after giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion; and (2) [ ] 17,185,597 ordinary shares issued and outstanding immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ordinary shares.

Ordinary shares that may be acquired by an individual or group within 60 days after the date of this prospectus, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. The underwriters have an option to purchase up to [ ] 225,000 additional ordinary shares within [30] 45 days of the date of this prospectus from us to cover over -allotments , if any.

Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all ordinary shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise indicated below, the business address for our directors and executive officers listed is 5A Toh Guan Road East, #06 -03 , CWT Jurong East Logistic Logistics Centre, Singapore, 608830.

1 unchanged paragraph

Prior to Offering on an (1)

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Rivendell Investments 2018-2 LLC (5)

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

** The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026.

(1) After giving effect to the Preferred Share Conversion, the Convertible Note Conversion and the Loan Conversion.

(2) Consists of (i) [ ] 1,379,166 ordinary shares issued to Queen Holdings Limited upon conversion of 1,004,447 series A preferred shares as of [ ], 2026 and (ii) [ ] 4,110,621 ordinary shares issued to Queen Holdings Limited upon conversion of convertible notes, including accrued interest, with a principal amount of US$[ ]. The principal in an aggregate 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 US$61,659,340 at a rate of 5% annually between August 24, 2021 and November 22, 2024, and 10% annually thereafter. The as -converted column assumes that conversion occurs on [ ], 2026, at which date the principal amount and interest payable under the convertible notes would be US$[ ], 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), Jinsu Park and Sungmin Park, none of 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.

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(3) Consists of [ ] 3,829,728 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 including accrued under the convertible notes can be converted at a conversion price that is the lower of (a) US$1.50 per ordinary share and (b) 70% of the initial public offering price of the ordinary shares sold in this offering. The interest, under the convertible notes accrues at a rate of 5% annually between August 27, 2021 and November 22, 2024, and 10% thereafter. The as -converted column assumes that conversion occurs on [ ], 2026, at which date the principal in an aggregate amount and interest payable under the convertible notes would be US$[ ], and that such conversion has been exercised of US$57,445,929 at the a conversion price of US$1.50 US$15.00 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, Kim Young, Lee Hoon Young and Lee Joon Ho, none of whom individually has voting or investment 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. 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) [ ] 77,072 ordinary shares issued to Nol Universe Co., Ltd. ("Nol Universe") upon conversion of convertible notes, with a principal including accrued interest, in an aggregate amount of US$1,020,000. US$1,156,093 at a conversion price of US$15.00 per ordinary share. 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.

(5) Consists of (i) 123,193 ordinary shares issued to Rivendell Investments 2018 -2 LLC ("Rivendell") upon conversion of 89,721 series A preferred shares and (ii) 774,370 ordinary shares issued to Rivendell upon conversion of convertible notes, including accrued interest, in an aggregate amount of US$11,615,597 at a conversion price of US$15.00 per ordinary share. See "Description of Share Capital — History of Securities Issuances." Rivendell is the shareholder of record. Peter Thiel is the beneficial owner of Rivendell and has sole voting and investment power over the securities held by Rivendell. The address of Rivendell is 1209 Orange Street, Wilmington, Delaware 19081, United States of America.

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Description of the securities 25 changes

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Our shareholders have approved, among others, the allotment and issue of the new ordinary shares which are the subject of this offering. Upon the consummation of this offering, our issued and outstanding share capital will consist of ordinary shares. Following this offering, we will have [ ] 17,185,597 ordinary shares issued and outstanding (or [ ] 17,410,597 ordinary shares if the underwriters exercise in full their option to purchase additional shares). We currently only have one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another.

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Subject to the Singapore Companies Act and our constitution, only those shareholders who are registered in our register of members will be entitled to vote at any meeting of shareholders in person or by proxy or by attorney or other duly authorized representative. Therefore, since The ordinary shares offered in this offering are expected to be held through The Depository Trust Company ("DTC") or its nominee DTC or its nominee will grant an omnibus proxy to DTC participants holding our ordinary shares in book -entry form. Persons holding through a broker, bank, nominee or other institution that is a direct or indirect participant of DTC will have the right to instruct their broker, bank, nominee or other institution holding these ordinary shares on how to vote such ordinary shares by completing the voting instruction form provided by the applicable broker, bank, nominee, or other institution. The vote of DTC or its nominee will be voted by the chairman of the meeting according to the results of the votes of the DTC participants (which results will reflect the instructions received from persons that own our ordinary shares electronically In book -entry form through DTC). In the case of a tie vote, the chairman of the meeting shall not be entitled to a casting vote.

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

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• a company the related companies with any of its directors (together with their close relatives, related trusts and companies controlled by any of the directors, their close relatives and related trusts);

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On August 30, 2024, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued (i) US$2.1 million (equivalent to Korean Won 2,812 million) in aggregate principal amount of convertible notes to Crescendo Equity Partners Limited, (ii) US$0.4 million (equivalent to Korean Won 498 million) in aggregate principal amount of convertible notes to Corstone Asia Co. Ltd., and (iii) US$0.2 million (equivalent to Korean Won 304 million) in aggregate principal amount of convertible notes to Metistone Equity Partners Co., Ltd. On September 6, 2024, Tracx Logis Korea (previously known as Metistone Equity Partners Co., Ltd). our subsidiary in Korea, issued (i) US$2.0 million (equivalent to Korean Won 2,673 million) in aggregate principal amount of convertible notes to Rivendell Investments 2018 -2 LLC, and (ii) US$0.7 million (equivalent to Korean Won 1,000 million) in aggregate principal amount of convertible notes to Dong Cheol Choi.

On September 6, 2024, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued (i) US$2.0 million (equivalent to Korean Won 2,673 million) in aggregate principal amount of convertible notes to Rivendell Investments 2018 -2 LLC, and (ii) US$0.7 million (equivalent to Korean Won 1,000 million) in aggregate principal amount of convertible notes to Dong Cheol Choi.

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On January 2, 2025, Tracx Logis Pte. Ltd. issued US$4.1 million in aggregate principal amount of convertible notes to Crescendo Equity Partners (Singapore). Pte. Ltd. On January 3, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$4.1 million (equivalent to Korean Won 6,000 million) in aggregate principal amount of convertible notes to Cactus Oasis Fund II.

On January 3, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$4.1 million (equivalent to Korean Won 6,000 million) in aggregate principal amount of convertible notes to Cactus Oasis Fund II.

On February 6, 2025, Tracx Logis Pte. Ltd. issued US$3.4 million in aggregate principal amount of convertible notes to ZVC2 Investment Partnerships.

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On April 21, 2025, Tracx Logis Pte. Ltd. issued US$1.0 million in aggregate principal amount of convertible notes to Nol Universe Co., Ltd. On May 14, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$2.1 million (equivalent to Korean Won 3,000 million) in aggregate principal amount of convertible notes to Jae Young Lee.

On June 11, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$0.7 million (equivalent to Korean Won 1,000 million) in aggregate principal amount of convertible notes to Harmony Partners Co., Ltd. On July 25, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$1.5 million (equivalent to Korean Won 2,000 million) in aggregate principal amount of convertible notes to iA, Inc. On July 28, 2025, Tracx Logis Pte. Ltd. issued US$0.7 million in aggregate principal amount of convertible notes to Aevolution Fund III -1 L.P.

On August 21, 22, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$1.4 million (equivalent to Korean Won 2,000 million) in aggregate principal amount of convertible notes to iA, Inc. On December 23, 2025, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$4.7 million (equivalent to Korean Won 7,000 million) in aggregate principal amount of convertible notes to SHM Co, Ltd. On January 22, 2026, Tracx Logis Pte. Ltd. issued US$5.6 million in aggregate principal amount of convertible notes to American Ventures LLC, Series XX Tracx Logis.

On January 22, 2026, Tracx Logis issued an ordinary share purchase warrant to Dominari Securities LLC (in consideration for arranging the above -mentioned private placement to American Ventures LLC, Series XX Tracx Logis) to purchase up to 37,500 ordinary shares at an exercise price of US$15.00 per ordinary share, exercisable from January 22, 2026 until January 22, 2031.

On July 27, 2026, Tracx Logis Pte. Ltd. issued US$1,174,999.99 US$1.2 million in aggregate principal amount of convertible notes to American Ventures LLC, Series LV Tracx Logis.

On July 30, 2026, Tracx Logis issued US$0.3 million in aggregate principal amount of convertible notes to American Ventures LLC, Series LV Tracx Logis.

On July 30, 2026, Tracx Logis issued an ordinary share purchase warrant to Dominari Securities LLC (in consideration for arranging the above -mentioned private placements to American Ventures LLC, Series LV Tracx Logis) to purchase up to 10,000 ordinary shares at an exercise price of US$15.00 per ordinary share, exercisable from July 30, 2026 until July 30, 2031.

On August 7, 2026, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$0.4 million (equivalent to Korean Won 500 million) in aggregate principal amount of convertible notes to Harmony Partners Co., Ltd. On August 7, 2026, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$0.4 million (equivalent to Korean Won 500 million) in aggregate principal amount of convertible notes to Aevolution Fund III -2 L.P.

On August 11, 2026, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$3.0 million (equivalent to Korean Won 4,236 million) in aggregate principal amount of convertible notes to Rivendell Investments 2018 -2 LLC.

On August 11, 2026, Tracx Logis Korea Co., Ltd., our subsidiary in Korea, issued US$1.1 million (equivalent to Korean Won 1,500 million) in aggregate principal amount of convertible notes to Jae Young Lee.

With respect to convertible notes issued 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. Ltd. at the conversion price of Korean Won 100 US$15.00 per share, subject to adjustments in certain circumstances. 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, US$15.00, subject to adjustments in certain circumstances.

All of the outstanding convertible notes (including accrued interest on such convertible notes) have been converted into 11,819,032 ordinary shares at US$15.00 per share on September 4, 2026.

On June 11, 2026, we entered into a financial advisory agreement with American Ventures LLC, Series XXXVIII Tracx Logis Advisory (the "Advisor") pursuant to which we engaged the Advisor to provide financial and other business -related advisory services, including efforts to evaluate, acquire, develop, and grow market opportunities and relationships in the e -commerce logistics and enterprise logistics industry. As consideration for such advisory services, we have agreed to issue to the Advisor a pre -funded warrant in the amount of 4% of our outstanding ordinary shares calculated as of the first date and time that our registration statement (of which this prospectus forms a part) is declared effective with the SEC. The warrant is exercisable on a cashless basis from the date of issue thereof until the warrant is exercised in full.

Comparison of Shareholder Rights

[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.

103 unchanged paragraphs

Shares Eligible for Future Sale 3 changes

Upon the completion of this offering, we will have [ ] 17,185,597 ordinary shares outstanding, assuming no exercise of the underwriters' option to purchase additional ordinary shares. All of the ordinary shares sold in this offering will be freely transferable in the United States by persons other than our "affiliates" without restriction or further registration under the Securities Act. As defined in Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer.

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Furthermore, each of our directors, executive officers and holders of 5% or more our 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 six months following the date of 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".

1 unchanged paragraph

• 1.0% of the number of our ordinary shares then outstanding, which will equal approximately [ ] 171,856 ordinary shares immediately after this offering; or • the average weekly reported trading volume of our ordinary shares on the Nasdaq Global Market during the four calendar -weeks preceding the date on which a notice of the sale on Form 144 is filed with the SEC by such person.

4 unchanged paragraphs

Plan of distribution 17 changes

In connection with this offering, we have entered into an underwriting agreement with Revere Securities Roth Capital Partners, 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:

Roth Capital Partners, LLC

5 unchanged paragraphs

We have granted the underwriters an over -allotment option. This option, which is exercisable for up to [30] 45 days after the closing of this offering, permits the underwriters to purchase a maximum of ____ 225,000 additional ordinary shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters may exercise this option solely for the purpose of covering over -allotments , if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ordinary shares as the number listed next to the underwriter's name in the preceding table bears to the total number of ordinary shares listed next to the names of all underwriters in the preceding table.

1 unchanged paragraph

The underwriting discounts for the ordinary shares, including the over -allotment shares are equal to 8% 7% of the offering price. We have also agreed to pay a non -accountable expense allowance to the underwriters equal to 1.0% of the gross proceeds received in this offering, provided that the non -accountable expense allowance will not be owed with respect to any proceeds received from sale of the ordinary shares to certain investors identified in the underwriting agreement. The underwriting discounts do not include certain out -of-pocket expenses, each as described below.

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Underwriting discount (8.0%)

Underwriting discount (7.0%)

Non-accountable expense allowance (1%) (1)

1 unchanged paragraph

(1) We have agreed to pay a non -accountable expense allowance to the underwriters equal to 1.0% of the gross proceeds received in this offering, provided that the non -accountable expense allowance will not be owed with respect to any proceeds received from sale of the ordinary shares to certain investors identified in the underwriting agreement.

We have agreed to pay up to $150,000 $215,000 of the underwriters' expenses in connection with the offering, including legal expenses.

1 unchanged paragraph

We estimate that expenses payable by us in connection with this offering, other than the underwriting discount and the non -accountable expense allowance referred to above, will be approximately ___________. US$2.2 million.

1 unchanged paragraph

Right of First Refusal

We have granted the representative a right of first refusal, for a period of one year from the consummation of this offering, to act as sole book -runner , sole manager, sole placement agent, or sole agent, at the representative's sole discretion, for each and every future public and private equity or debt offering or debt refinancing, including any equity, equity -linked or debt securities (each, a "Subject Transaction"), during such one year period, of the Company, or any successor to or subsidiary of the Company. Notwithstanding the foregoing, if the representative or its designated affiliate is unable to accept such engagement on market terms and based on a reasonable determination of its institutional capacity to act in such capacity, the representative shall promptly notify the Company in writing of its inability to so act and in such event, the Company shall be free to engage other book -runners , managers, placements or agents, as applicable for the relevant transaction.

The Company has agreed to issue to the representative or its designees warrants to purchase up to a total of 8% 5% of the ordinary shares sold in this offering. Such warrants and underlying ordinary shares are included in this prospectus, provided that such warrants will not be owed with respect to any proceeds received from sale of the ordinary shares to certain investors identified in the underwriting agreement. The warrants will have an exercise price equal to 100% 120% of the public offering price per ordinary share and will be exercisable for a period of three (3) years commencing six (6) nine (9) months from the effective date of the offering and expiring five (5) years from the commencement of sales of the offering in compliance with FINRA Rule 5110. The warrants have been deemed compensation by FINRA and are therefore subject to a 6 -month lock -up pursuant to Rule 5110 of FINRA. The underwriters (or their permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from effectiveness. The warrants may be exercised as to all, or a lesser number of ordinary shares and will provide for cashless exercise. in the event there is not an effective registration statement for the underlying shares. Such warrants will provide for piggyback registration rights. upon request, in certain cases. The sole demand registration right provided will not be greater than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater than five three years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D). The warrants will have anti -dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F). The Company will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or the Company's recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of ordinary shares at a price below the warrant exercise price.

Pursuant to "lock -up " agreements, our executive officers and directors and all 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 six months from the date of this prospectus.

3 unchanged paragraphs

We have agreed to pay the above cash compensation (excluding the non -accountable expense allowance) 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 (or predecessor party under the engagement agreement) had contacted during the term of the engagement agreement between the Company and the representative (as assignee thereof), or introduced to the Company during such term, if such Tail Financing is consummated at any time within 24 months following 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.

12 unchanged paragraphs

Expenses of the Offering 1 change

We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions and the non -accountable expense allowance, will be as follows:

5 unchanged paragraphs

Experts 1 change

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

Index to the Consolidated Financial Statements 1 change

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

Notes to the financial statements 42 changes

3 unchanged paragraphs

Tracx Logis Ltd. (formerly known as Tracx Logis Pte. Ltd.)

1 unchanged paragraph

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

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Tracx Logis Pte. Ltd.

Consolidated Statements of Financial Position

Amounts in Singapore dollars ("SGD")

Cash and cash equivalents

Short-term financial assets

Other current assets

Property, plant and equipment

Investment in associates

Financial assets, at FVOCI

Short-term borrowings

Embedded derivatives – Convertible notes

Short-term lease liabilities

Contract liabilities

Income taxes payable

Other current liabilities

Tracx Logis Pte. Ltd.

Consolidated Statements of Financial Position — (Continued)

Amounts in Singapore dollars ("SGD")

Non-current liabilities

Defined severance benefits

Long-term lease liabilities

Deferred tax liabilities

Long-term borrowings

Other non-current liabilities

Commitments and contingencies

Equity attributable to owners of the Parent Company

Non-controlling interests

Total liabilities and equity

* 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.

June 4, 2026, except for note 35, as to which the date is September 17, 2026 Tracx Logis Ltd. Consolidated Statements of Financial Position Amounts in Singapore dollars ("SGD") Notes As of December 31, 2025 2024 SGD SGD ASSETS Current assets Cash and cash equivalents 12,295,566 7,336,616 Short-term financial assets 2,234,477 1,894,913 Trade receivables 22,211,982 24,565,575 Other receivables 4,937,204 3,167,633 Contract assets 961,940 1,742,371 Inventories 493,288 1,186,281 Other current assets 3,399,522 3,398,685 Prepaid income tax 476,419 490,206 47,010,398 43,782,280 Non-current assets Other receivables 3,340,388 3,104,229 Property, plant and equipment 1,454,137 2,638,482 Right-of-use assets 33,282,779 40,770,626 Intangible assets 54,623,295 60,371,266 Investment in associates 247,394 270,914 Deferred tax assets 301,094 1,181,530 Financial assets, at FVOCI 672,675 312,509 93,921,762 108,649,556 Total assets 140,932,160 152,431,836 LIABILITIES Current liabilities Trade payables 33,557,520 40,760,488 Other payables 11,180,794 18,613,046 Short-term borrowings 15,350,069 18,561,354 Convertible notes 22, 33 109,300,122 130,223,724 Embedded derivatives – Convertible notes 30, 33 58,669,880 1,166,480 Short-term lease liabilities 12,043,432 11,935,024 Contract liabilities 1,152,178 1,087,731 Income taxes payable 1,549,307 2,130,707 Other current liabilities 16,038,042 34,294,612 258,841,344 258,773,166 Tracx Logis Ltd. Consolidated Statements of Financial Position — (Continued) Amounts in Singapore dollars ("SGD") Notes As of December 31, 2025 2024 SGD SGD Non-current liabilities Defined severance benefits 2,377,586 2,930,823 Long-term lease liabilities 36,538,141 46,087,476 Deferred tax liabilities 3,008,924 3,249,336 Long-term borrowings 1,405,865 679,423 Other non-current liabilities 505,157 696,721 43,835,673 53,643,779 Total liabilities 302,677,017 312,416,945 Commitments and contingencies EQUITY Share capital* 87,678,271 87,678,271 Other reserves 11,267,281 11,834,845 Accumulated deficit (260,690,391 ) (259,498,208 ) Equity attributable to owners of the Parent Company (161,744,839 ) (159,985,092 ) Non-controlling interests (18 ) (17 ) Total equity (161,744,857 ) (159,985,109 ) Total liabilities and equity 140,932,160 152,431,836 ____________ * The shares and per share information are presented on a retroactive basis to reflect the 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Ltd . , which was effective on May 29, 2026.

1 unchanged paragraph

Tracx Logis Pte. Ltd.

9 unchanged paragraphs

Owners of Tracx Logis Pte. Ltd.

8 unchanged paragraphs

Owners of Tracx Logis Pte. Ltd.

1 unchanged paragraph

Loss per share attributable to the ordinary equity holders of the company Basic and diluted loss per share* (0.80 ) (24.85 ) ____________ * The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd . , which was effective on May 29, 2026.

1 unchanged paragraph

Tracx Logis Pte. Ltd.

2 unchanged paragraphs

Attributable to owners of Tracx Logis Pte. Ltd.

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Tracx Logis Pte. Ltd.

8 unchanged paragraphs

Tracx Logis Pte. Ltd.

(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.

Note 1: General information 6 changes

1 unchanged paragraph

Tracx Logis Ltd., formerly known as Tracx Logis Pte. Ltd. (see Note 35) (the "Company") is incorporated in the Republic of Singapore. The address of its registered office is 5A Toh Guan Road East, #06 -03 , CWT Jurong East Logistic Logistics Centre, Singapore, 608830.

16 unchanged paragraphs

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

KC International (HK) Limited (*6)

17 unchanged paragraphs

KDS (Singapore) Pte Limited (*6)

KDS Global Logistics (S) Pte. Ltd. (*6)

1 unchanged paragraph

Tracx Logis Pte. Ltd.

Note 1: General information (cont.) 4 changes

1 unchanged paragraph

KC International Europe Holdings B.V. (*6)

18 unchanged paragraphs

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

11 unchanged paragraphs

KC International (Vietnam) Company Limited (*6)

16 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 2: Summary of significant accounting policies 2 changes

2 unchanged paragraphs

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

13 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 2: Summary of significant accounting policies (cont.) 1 change

9 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 4: Segment information 1 change

4 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 4: Segment information (cont.) 1 change

19 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 5: Revenue from contracts with customers 1 change

5 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 6: Breakdown of expenses by nature 1 change

5 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 8: Other income (losses) — net 3 changes

Realized foreign currency transaction gain (loss) – net

Unrealized foreign currency translation loss gain (loss) – net

13 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 9: Income tax expense 1 change

13 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 9: Income tax expense (cont.) 1 change

19 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 10: Other non -current liabilities 1 change

10 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 11: Loss per share 4 changes

Basic loss per share is calculated by dividing the loss for the year attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is calculated by dividing the loss attributable to ordinary equity holders (after adjusting for interest on the convertible preferred shares) by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026.

3 unchanged paragraphs

Loss attributable to the owners of Tracx Logis Pte. Ltd.

5 unchanged paragraphs

* The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026.

2 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 13: Trade and other receivables 1 change

4 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 15: Other current assets 1 change

2 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 16: Property, plant and equipment 1 change

11 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 17: Lease — The Group as a lessee 1 change

13 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 17: Lease — The Group as a lessee (cont.) 1 change

9 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 18: Intangible assets 1 change

5 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 18: Intangible assets (cont.) 1 change

13 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 19: Investment in associates (cont.) 1 change

9 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 21: Trade and other payables 1 change

2 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 22: Borrowings 1 change

28 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 22: Borrowings (cont.) 2 changes

37 unchanged paragraphs

Tracx Logis Pte. Ltd.

(*1) Tracx Logis Pte. Ltd. was designated as a guarantor for the borrower, KC International Holdings Limited 's obligation.

Note 23: Employee benefit obligations 1 change

12 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 23: Employee benefit obligations (cont.) 1 change

11 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 25: Commitments and contingencies 1 change

2 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 26: Share capital 2 changes

14 unchanged paragraphs

Tracx Logis Pte. Ltd.

* The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026.

Note 26: Share capital (cont.) 1 change

7 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 27: Share -based payments 1 change

10 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 27: Share-based payments (cont.) 2 changes

12 unchanged paragraphs

* The shares and per share information are presented on a retroactive basis to reflect the 10 1 -for-1 0 reverse share split for ordinary share of Tracx Logis Pte. Ltd., which was effective on May 29, 2026.

4 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 28: Other reserves 1 change

14 unchanged paragraphs

Awards granted in the Company's equity for employee services of the Group 194,057 230,604 Awards granted in the Company's equity for employee services of the subsidiaries 404,806 763,066 As at December 31 4,700,553 5,676,463 Tracx Logis Pte. Ltd.

Note 29: Financial risk management 1 change

5 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 29: Financial risk management (cont.) 1 change

10 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 30: Financial value measurement 1 change

2 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 30: Financial value measurement (cont.) 1 change

17 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 31: Statements of cash flows 1 change

7 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 31: Statements of cash flows (cont.) 1 change

20 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 32: Related party transactions 1 change

16 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 32: Related party transactions (cont.) 3 changes

4 unchanged paragraphs

(*3) The short -term borrowing transaction entered between Crescendo Private Equity Fund III GP Limited and Tracx Logis Pte. Ltd. on 24 September 2024.

1 unchanged paragraph

(*5) The short -term borrowing transaction entered between Tracx Logis Pte. Ltd. and Koh Lian Peng on 24 September 2024.

4 unchanged paragraphs

Tracx Logis Pte. Ltd.

Note 33: Convertible notes 4 changes

Tracx Logis Pte. Ltd.

On August 24, 2021 and August 31, 2021, Tracx Logis Korea Co., Ltd. (the "Issuer"), the Korean subsidiary of the Company, issued USD amount equivalent to KRW 106,000,000,000 (SGD 124,343,240) of senior unsecured convertible notes due 2025 (the "2021 Notes"). The 2021 Notes bear interest at a compound rate of per annum and is repayable at maturity of 4 years. The 2021 Notes can be convertible at the right of the noteholders into ordinary shares of the Issuer, which is equivalent to such number as calculated by dividing all of the amounts due and payable under such Notes, by the conversion price designated in the applicable agreements, subject to adjustment in certain circumstances. Prior to the maturity date of the notes, the noteholders can elect the right to demand early redemption of the notes or convert into the Company (the "Guarantor")'s ordinary shares if the Qualified Equity Financing (*1) , liquidation event or other events specified in the applicable agreement occurs. Conversion price to ordinary shares represents the lower value of (a) 70% of the price per share obtained at the Qualified Equity Financing and (b) USD 16.52 (USD 1.65 165.20 after the reverse share split on May 29, 2026). All of the terms between the notes issued are identical and includes an annual coupon of 3.0% rising for 4.0% per annum applied retroactively from the issue date if 24 months have elapsed and 5.0% per annum if each maturity date arrives.

On August 30, 2024, September 6, 2024 and September 10, 2024, Tracx Logis Korea Co., Ltd., issued total USD amount equivalent to KRW 8,627,066,278 (SGD8,404,837) of senior unsecured convertible notes due 2029 (the "2024 Notes"). The 2024 Notes bear interest at a compound rate of per annum and is repayable at maturity of 5 years. The 2024 Notes can be convertible at the right of the noteholders into ordinary shares of the Issuer, which is equivalent to such number as calculated by dividing all amounts due and payable under such Notes, by the conversion price, subject to adjustment in certain circumstances. Prior to the maturity date of the 2024 Notes, the noteholders can elect to demand early redemption of the 2024 Notes or demand that the 2024 Notes be converted into Tracx Logis Pte. Ltd. (the "Guarantor")'s ordinary shares if a Qualified Equity Financing, liquidation event or other events occurs. Conversion price to ordinary shares represents the lower value of (a) 70% of the price per share obtained at the Qualified Equity Financing and (b) USD 7.25 (USD 0.725 72.50 after the reverse share split on May 29, 2026). All of the terms between the notes issued are identical and includes an annual coupon of 3.0% rising for 4.0% per annum applied retroactively from the issue date if 24 months have elapsed and 5.0% per annum if each maturity date arrives.

On November 22, 2024, Tracx Logis Korea Co., Ltd. issued total USD amount equivalent to KRW 2,900,000,000 (SGD2,787,902) of senior unsecured convertible notes due 2029. The terms and conditions are identical to those of the 2024 Notes, except for 10% of the interest rate per annum applied.

Note 33: Convertible notes (cont.) 6 changes

On November 22, 2024, Tracx Logis Korea Co., Ltd. issued total USD amount equivalent to KRW 2,900,000,000 (SGD2,787,902) of senior unsecured convertible notes due 2029. The terms and conditions are identical to those of the 2024 Notes, except for 10% of the interest rate per annum applied.

During the period from January 2025 to December 2025, Tracx Logis Pte. Ltd. and Tracx Logis Korea Co., Ltd. issued total SGD39,077,489 of senior unsecured convertible notes repayable at maturity of 5 years (the "2025 Notes"). The 2025 Notes bear interest at a rate of 10% per annum, and are repayable at a maturity of 5 years. The 2025 Notes may be converted at the holder's option into ordinary shares of the Company. The number of conversion shares is calculated by dividing all amounts due and payable under the 2025 Notes by the applicable conversion price, which is subject to adjustment in connection with any share capital subdivision, consolidation, reclassification or similar corporate events of the Issuer. Prior to the maturity date of the 2025 Notes, noteholders may elect to demand early redemption or convert the 2025 Notes into ordinary shares of the Company upon the occurrence of a Qualified Equity Financing or a liquidation event.

For convertible notes issued by Tracx Logis Korea Co., Ltd., the conversion price shall be determined as follows: the value equivalent to the lowest of (a) 70% of the price per share obtained at the Qualified Equity Financing, (b) US$1.50 (USD 0.15 15.00 after the reverse share split on May 29, 2026) or (c) the price per share obtained at a fundraising of the Company (or its Subsidiary) where the subscription price of the new ordinary shares of the Company, or the conversion price of the new securities of the Company which are convertible into ordinary shares of the Company, is less than US$1.50 (USD 0.15 15.00 after the reverse share split on May 29, 2026).

For convertible notes issued by the Company, the conversion price shall be determined as follows: save upon the occurrence of any breach of the representations or warranties contained in or made by the Company under the Note Subscription Agreement, the value equivalent to the lower of (A) US$1.50 (USD 15.00 after the reverse share split on May 29, 2026) and (B) the price per share obtained at a fundraising of the Company where the subscription price of the new ordinary shares of the Company, or the conversion price of the new securities of the Company which are convertible into ordinary shares of the Company, is less than US$1.50 (USD 15.00 after the reverse share split on May 29, 2026); upon the occurrence of any breach of the representations or warranties contained in or made by the Company under the Note Subscription Agreement , the value equivalent to the lowest of (A) 70% of the price per share obtained at the Qualified Equity Financing, (B) US$1.50 (USD 15.00 after the reverse share split on May 29, 2026), and (C) the price per share obtained at a fundraising of the Company where the subscription price of the new ordinary shares of the Company, or the conversion price of the new securities of the Company which are convertible into ordinary shares of the Company, is less than US $1.50 (USD 0.15 15.00 after the reverse share split on May 29, 2026).

1 unchanged paragraph

Tracx Logis Pte. Ltd.

Effective as of November 22, 2024, the interest rates of 2021 Notes and 2024 Notes were changed from 3.0% to 10.0% in accordance with the provisions of other covenants in the convertible notes agreements. This modification is deemed a non -substantial modification for the 2021 Notes but a substantial modification for 2024 Notes (pre -November 22).

Note 34: Events occurring after reporting period 54 changes

Schedule I — Additional financial information of parent company

Tracx Logis Pte. Ltd.

Condensed Statements of Financial Position

Amounts in Singapore dollars ("SGD")

Cash and cash equivalents

Short-term financial instruments

Other current assets

Long-term financial instruments

Investment in subsidiaries

Property, plant and equipment

Contract liabilities

Short-term borrowings

Short-term financial liabilities

Short-term lease liabilities

Other current liabilities

Non-current liabilities

Long-term lease liabilities

Long-term borrowings

Other non-current liabilities

Total liabilities and equity

* 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.

Schedule I — Additional financial information of parent company

Tracx Logis Pte. Ltd.

Condensed Statements of Income and Other Comprehensive Income

Amounts in Singapore dollars ("SGD")

Depreciation and amortization

Other income (losses) – net

Finance income – net

Income before income tax expense

Income and total comprehensive income for the year attributable to the owners of the Company 31,720,175 5,811,772 Schedule I — Additional financial information of parent company Tracx Logis Pte. Ltd. Condensed Statements of Cash Flows Amounts in Singapore dollars ("SGD") As of December 31, 2025 2024 SGD SGD Net cash flows used in operating activities (4,584,601 ) (2,082,631 ) Purchases of property, plant and equipment (31,618 ) — Disposal of property, plant and equipment 6,018 95,724 Purchases of intangible assets — (169,569 ) Proceeds from repayments of loans by its subsidiaries 4,326,187 4,874,056 Payments for loans by its subsidiaries (8,527,759 ) (1,527,323 ) Payments for equity instruments to a subsidiary — (307,464 ) Others 14,380 (68,551 ) Net cash flows (used in) provided by investing activities (4,212,792 ) 2,896,873 Proceeds from issuance of new shares, net of issuance costs — 46,893 Proceeds from borrowings from related parties — 3,015,344 Proceeds from issuance of convertible notes 12,431,864 — Repayments of borrowings from related parties (1,294,335 ) (1,970,686 ) Interest paid (2,380 ) (241,983 ) Repayment of lease liabilities (1,851,700 ) (1,595,865 ) Net cash flows provided by (used in) financing activities 9,283,449 (746,297 ) Effects of exchange rate changes on cash and cash equivalents (15 ) Net increase in cash and cash equivalents 486,317 67,930 Cash and cash equivalents at January 1 104,883 36,953 Cash and cash equivalents at December 31 591,200 104,883 Schedule I — Additional financial information of parent company Tracx Logis Pte. Ltd. Notes to the Condensed Financial Information of Parent Company Schedule I has been provided pursuant to the requirements of Rules 5 -04 and 12 -04 of Regulation S -X , which require condensed financial information as to the financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.

The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the cost method of accounting in accordance with International Accounting Standards 27, Separate Financial Statements , as issued by the International Accounting Standards Board. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with IFRS have been condensed or omitted. The footnote disclosures provide certain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.

The Company's PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in the PRC is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in the PRC. The Company's PRC subsidiaries are also required to set aside at least 10% of its after -tax profit based on PRC accounting standards each year to its statutory reserves account until the accumulative amount of such reserves reaches 50% of its respective registered capital.

The ability of the Company's subsidiaries to distribute dividends in certain other jurisdictions are also subject to certain requirements under the laws of their respective jurisdictions. The Company's Korean subsidiaries are required to set aside at least 10% of its cash dividends for the relevant fiscal year to its earned surplus reserves account until the reserves reach 50% of their respective registered capital, and such earned surplus reserves cannot be used to pay cash dividends. The Company's Taiwan subsidiary is required to set aside 10% of profits as a legal reserve, after its losses have been covered and all taxes and dues have been paid, until the legal reserve reaches the authorized capital. The Company's Japanese subsidiary is required to set aside in its additional paid -in capital and/or legal reserve an amount equal to 10% of the amount of surplus distributed until the sum of such additional paid -in capital and legal reserve reaches one -quarter of its stated capital.

The Company's HK subsidiary, KC International Holdings Limited, has entered into a loan agreement with Korea Development Bank on December 24, 2021, pursuant to which it has agreed that it shall not declare or pay any dividend to the holders of its issued and outstanding common shares and provide the Company any loans at any time during the period in which any amounts remain outstanding under such loan agreement.

As of December 31, 2025, there were no material contingencies and mandatory dividend or guarantees of Tracx Logis Pte. Ltd., except for those which have been separately disclosed in the consolidated financial statements, if any. The Company's long -term borrowings due to its Korean subsidiary, originally scheduled to mature in August 2025, have been extended to August 2028.

Tracx Logis Pte. Ltd.

Revere Securities LLC

Until [•] , 2026 (the 25 th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

RESALE PROSPECTUS ALTERNATE PAGE

The information in this prospectus is not complete and may be changed or supplemented. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED [•] , 2026

Tracx Logis Pte. Ltd.

This prospectus relates to the resale of [•] ordinary shares of Tracx Logis Pte. Ltd. (the "Company") held by [ ] (collectively the "Resale Shareholders"). We will not receive any of the proceeds from the sale of ordinary shares by the Resale Shareholders. None of the Resale Shareholders nor any of the natural persons who control the Resale Shareholders has held any position, office or had any material relationship with the Company or any of its subsidiaries' predecessors or affiliates within the past three years from the date of the filing of the registration statement.

The resale of the ordinary shares by the Resale Shareholders is conditioned upon the successful completion of the sale of the ordinary shares in our underwritten primary offering and the listing of the ordinary shares on the [Nasdaq Global Market] or another national securities exchange. Following the listing of our ordinary shares on the [Nasdaq Global Market], any sales of ordinary shares by the Resale Shareholders will occur at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The registration of the ordinary shares held by the Resale Shareholders does not mean that the Resale Shareholders will offer or sell any of the ordinary shares. In addition, we will pay all fees and expenses incident to the registration of the ordinary shares held by the Resale Shareholders. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers' transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholders. For additional information on the possible methods of sale that may be used by the Resale Shareholders, you should refer to the section of this prospectus entitled "Plan of Distribution".

On , 2026, a registration statement under the Securities Act with respect to our initial public offering of ordinary shares was declared effective by the Securities and Exchange Commission. We received approximately US$[•] in net proceeds from the offering after payment of underwriting discounts and commissions and estimated expenses of the offering.

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

We are both an "emerging growth company" and a "foreign private issuer" under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements.

An investment in our ordinary shares involves significant risks. You should carefully consider the risk factors beginning on page 19 of this prospectus before you make your decision to invest in our ordinary shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [•], 2026.

[RESALE PROSPECTUS ALTERNATE PAGE]

On January 22, 2026, Tracx Logis Pte. Ltd. issued convertible notes with an aggregate principal amount of US$5.6 million and an annual interest rate of 10% to American Ventures LLC, Series XX Tracx Logis.

On May 29, 2026, Tracx Logis Pte. Ltd. effected a reverse share split of its share capital, whereby every ten existing ordinary shares and every ten existing preference shares were consolidated into one ordinary share and one preference share, respectively.

Recent Sales of Unregistered Securities 13 changes

During the past three years, we have issued the following securities without registering the securities under the Securities Act. We believe that each of the following issuances was exempt from registration pursuant to Section 4(2) 4(a)(2) of the Securities Act, regarding transactions not involving a public offering, or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. None of the transactions involved an underwriter.

9 unchanged paragraphs

Title and Number of Securities

21 unchanged paragraphs

Guarantees of convertible notes (1)

1 unchanged paragraph

Guarantees of convertible notes (1)

7 unchanged paragraphs

American Ventures LLC, Series LV TracX Logis

American Ventures LLC, Series LV TracX Logis

Harmony Partners Co., Ltd.

Guarantees of convertible notes (1)

Aevolution Fund III-2 L.P.

Guarantees of convertible notes (1)

Rivendell Investments 2018-2 LLC

Guarantees of convertible notes (1)

Guarantees of convertible notes (1)

2 unchanged paragraphs

Exhibits 2 changes

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 10.2 English Translation of Lease Agreement for Arenas Yeongjong Logistics Center in Incheon, Korea** 10.3 Lease Agreement for Jurong East Logistics Centre, Singapore 10.4 Financial Advisory Agreement (including form of Warrant)* 21.1 List of Subsidiaries (updated) 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 filed on July 28, 2026) ** 24.2 Power of Attorney of Koh Lian Peng (included on signature page hereto) 99.1 Code of Business Conduct and Ethics of the Registrant Filing Fee Table ____________ * To be filed by amendment.

** Previously filed.

Undertakings 4 changes

5 unchanged paragraphs

Tracx Logis Pte. Ltd.

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, September 17, 2026.

1 unchanged paragraph

We, The undersigned directors of Tracx Logis Pte. Ltd. and executive officers director of Tracx Logis Pte. Ltd. and its subsidiaries hereby severally constitute constitutes and appoint appoints 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.

9 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, September 17, 2026.

2 unchanged paragraphs