Tracx Logis: securities offering (amended)

Cover page 61 changes

1 unchanged paragraph

As filed with the U.S. Securities and Exchange Commission on September 17 22 , 2026.

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CWT Jurong East Logistic s Centre,

CWT Jurong East Logistics Centre,

17 unchanged paragraphs

This registration statement contains two prospectuses, as set forth below.

• 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.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

• they contain different outside and inside front covers;

• the "Prospectus Summary — The Offering" section in the Public Offering Prospectus is removed and replaced with the Offering section on page Alt -1 of the Resale Prospectus;

• they contain different Use of Proceeds sections;

• a Resale Shareholders section is included in the Resale Prospectus beginning on page Alt -3 of the Resale Prospectus;

• the "Capitalization" and "Dilution" sections in the Public Offering Prospectus are deleted from the Resale Prospectus;

• references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;

• the "Underwriting" section in the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt -4 of the Resale Prospectus;

• the "Legal Matters" section in the Public Offering Prospectus is removed and replaced with the Legal Matters section on page Alt -6 of the Resale Prospectus; and

• the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages (the "Alternate Pages") to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus, except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Resale Shareholders.

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

Subject to Completion dated September 17 , 2026

PRELIMINARY PROSPECTUS

1,500,000 ORDINARY SHARES

This is the initial public offering of Tracx Logis 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.

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.

Although we are a Singapore incorporated company and the majority of our operations are not in the PRC and Hong Kong, we are exposed to legal and operational risks associated with our operations in the PRC and Hong Kong. The PRC government has significant authority to exert influence on the ability of a company with operations in the PRC and Hong Kong, including us, to conduct its business, and may intervene with or influence our operations in the PRC and Hong Kong as the government deems appropriate to further regulatory, political and societal goals. Changes in China's economic, political or social conditions or government policies could materially and adversely affect our business and results of operations in the PRC and Hong Kong. On February 17, 2023, the China Securities Regulatory Commission (the "CSRC") released a set of regulations consisting of six documents, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, which came into effect on March 31, 2023 (collectively, the "Filing Measures"). Based on consultation with our PRC counsel, we believe we are not subject to filing requirements with the CSRC under the Filing Measures with respect to the issuance of our ordinary shares as of the date of this prospectus, because (i) none of the operating revenue, total profits, total assets, or net assets of our PRC subsidiaries in the most recent fiscal year has exceeded 50% of the relevant data in the audited consolidated financial statements of our company for the same period, (ii) the main aspects of our business activities are not carried out within the PRC and the primary locations of our business operations are not within the PRC, and (iii) the senior management responsible for our daily operations are not PRC citizens or habitually resident in the PRC. In addition, we believe our operations and this offering are not subject to review or prior approval by the Cyberspace Administration of China (the "CAC"). However, as the Filing Measures are relatively new, there exists uncertainty with respect to the further implementation and interpretation of the principle of "substance over form." If we later find out that we and/or our PRC subsidiaries were to be required to obtain any permission or approval from or were required to complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under PRC law, we and/or our PRC subsidiaries may be fined or subject to other sanctions, and our PRC subsidiaries' business and our reputation, financial condition, and results of operations may be materially and adversely affected. In addition, we face risks associated with the interpretation and application of PRC laws and regulations relating to anti -monopoly , cybersecurity, data privacy and data protection, and related regulatory actions and oversight. The PRC has recently made a number of public statements and initiated regulatory developments relating to cybersecurity, data privacy and anti -monopoly . As PRC laws and regulations in these areas are evolving, there remain uncertainties as to the interpretation, application and enforcement of existing and future laws, regulations, rules and implementation measures, including whether and how such laws, regulations and regulatory developments would apply to us, and the potential impact they will have on our daily business operation in the PRC, our ability to accept foreign investments, and our ability to offer or continue to offer securities to investors on a U.S. or other foreign securities exchange, and list or continue to maintain our listing on a U.S. or other foreign exchanges. Any such action or oversight, to the extent applicable to us and which cannot be addressed favorably by us, could materially impact our business, operations and financial performance in the PRC and Hong Kong and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or in extreme cases, become worthless.

For additional detail on these and other risks, see "Risk Factors — Risks Relating to Doing Business in the PRC and Hong Kong" starting on page 36 of this prospectus.

Tracx Logis 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.

As of the date of this prospectus, neither Tracx Logis nor any of its subsidiaries has ever paid dividends or made distributions to any U.S. investors or any other shareholders.

Investing in our ordinary shares involves risks. Please read "Risk Factors" beginning on page 19.

(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 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."

(2) Represents proceeds before expenses.

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

Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares against payment on 2026.

Roth Capital Partners

Revere Securities LLC

About this Prospectus

Conventions that Apply to this Prospectus

Presentation of Financial and Other Information

Market and Industry Data

Summary Financial and Other Information

Cautionary Statement Regarding Forward-Looking Statements

Dividends and Dividend Policy

Selected Financial and Other Information

Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain Relationships and Related Party Transactions

Principal Shareholders

Description of Share Capital

Shares Eligible for Future Sale

Expenses of the Offering

Service of Process and Enforcement of Civil Liabilities

Where You Can Find More Information

Index to the Consolidated Financial Statements

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the U.S. who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares and the distribution of this prospectus or any filed free writing prospectus outside of the U.S.

Until [ ], 2026 (the 25 th day after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as the underwriter and with respect to its unsold allotments or subscriptions.

This Amendment No. 2 is being filed solely for the purpose of filing Exhibits 1.1, 4.2, 5.1, 5.2 and 10.4 to this registration statement on Form F -1 , or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No change is made to the preliminary prospectus constituting Part I of the Registration Statement. This Amendment No. 2 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 1 to the Registration Statement filed on September 17, 2026, and consists only of the cover page of the Registration Statement, this explanatory note and Part II of the Registration Statement.

INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibits 4 changes

4 unchanged paragraphs

Form of Underwriter Warrant*

** Previously filed.

Form of Representative Warrant

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 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) to the registration statement filed on September 17, 2026)** 99.1 Code of Business Conduct and Ethics of the Registrant ** Filing Fee Table ** ____________ To be ** Previously filed. by amendment.

Undertakings 3 changes

5 unchanged paragraphs

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F -1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on September 17, 22, 2026.

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The undersigned director of Tracx Logis Ltd. hereby constitutes and 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.

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Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Tracx Logis Ltd., has signed this registration statement or amendment thereto in New York City, New York, United States on September 17, 22, 2026.

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