Tracx Logis: securities offering (amended)

Cover page 2 changes

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As filed with the U.S. Securities and Exchange Commission on October 29 November 3 , 2026.

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Subject to Completion dated October 29 November 3 , 2026

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The offering 2 changes

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Lock-Up and Leak-Out Agreements

We, our directors, executive officers, and all holders of our outstanding ordinary shares (other than the Resale Shareholders who collectively hold approximately 3.1% of our outstanding ordinary shares) have agreed with the underwriter, 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. The Resale Shareholders have agreed that they will not, for a period of six months after the date of this prospectus, on any trading day, sell, transfer or otherwise dispose of ordinary shares in an amount greater than 25% of the daily trading volume of the ordinary shares on such trading day. See "Shares Eligible for Future Sale" and "Underwriting" for more information.

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Risk factors 1 change

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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 16,685,597 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 and leak -out 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 and leak -out 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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Shares Eligible for Future Sale 3 changes

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Lock-Up and Leak-Out Agreements

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Furthermore, each of our directors, executive officers and holders of our outstanding ordinary shares has (other than the Resale Shareholders who collectively hold approximately 3.1% of our outstanding ordinary shares) have also entered into a similar lock -up agreement agreements 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. The Resale Shareholders have agreed that they will not, for a period of six months after the date of this prospectus, on any trading day, sell, transfer or otherwise dispose of ordinary shares in an amount greater than 25% of the daily trading volume of the ordinary shares on such trading day. See "Underwriting — Lock - Up and Leak -Out Agreements".

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• 1.0% of the number of our ordinary shares then outstanding, which will equal approximately 1 66 ,856 166,856 ordinary shares immediately after this offering; or • the average weekly reported trading volume of our ordinary shares on the Nasdaq Capital 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.

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Plan of distribution 3 changes

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Lock-Up and Leak-Out Agreements

Pursuant to "lock -up " agreements, our executive officers and directors and all holders of our outstanding ordinary shares (other than the Resale Shareholders who collectively hold approximately 3.1% 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.

The Resale Shareholders have agreed that they will not, for a period of six months after the date of this prospectus, on any trading day, directly or indirectly offer to sell, sell, pledge or otherwise transfer or dispose of our ordinary shares in an amount greater than 25% of the daily trading volume of the ordinary shares on such trading day, or publicly disclose the intention to do any of the foregoing.

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