UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number: 001-41604
Freightos Limited
(Translation of registrant's name into English)
Planta 10, Avda. Diagonal,
211
Barcelona, Spain 08018
(Address of principal executive office)
| Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F: |
| |
|
x
Form 20-F |
¨
Form 40-F |
CONTENTS
Nasdaq Notification Regarding Minimum Bid Price Deficiency
On November 10, 2026, Freightos Limited (“Company”)
received a letter (the “Nasdaq Letter”) from the staff of the Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1 per share, as set
forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s ordinary shares was below $1 per share for
the last 30 consecutive business days (i.e., from September 29, 2026 through November 9, 2026). The Nasdaq Letter is only a notification
of deficiency. It did not result in the delisting, and has no current effect on the listing or trading, of the Company’s ordinary
shares from or on (as applicable) the Nasdaq Capital Market at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has 180 calendar days, or until May 10, 2027 (the “Compliance Period”), to regain compliance with the minimum
bid price requirement. To regain compliance with the minimum bid price requirement, the closing bid price of the Company’s ordinary
shares must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to the expiration of the Compliance
Period. If the Company regains compliance with the minimum bid price requirement within the Compliance Period, Nasdaq will provide the
Company with written confirmation and will close the matter. If the Company chooses to implement a reverse share split as a means of remedying
the listing deficiency, it must complete the reverse split no later than ten business days prior to the expiration of the Compliance Period
in order to regain compliance.
If the Company does not regain compliance during
the Compliance Period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will
be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards
for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide written notice of its
intention to cure the deficiency during the second compliance period, by effecting a reverse share split, if necessary. If the Company
meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears
to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide
notice that the Company’s securities are subject to delisting.
The Company is monitoring the closing bid price
of its shares and evaluating alternative means to regain compliance with the minimum bid price requirement, including by effecting a
reverse share split, if necessary. However, there can be no assurance that the Company will be able to timely regain or maintain compliance
with the minimum bid price requirement or any other Nasdaq continued listing requirements.
The Company issued a press release on this development
on November 13, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibits
| Exhibit 99.1 |
Press release, dated November 13, 2026 |
Incorporation by Reference
The information in this Form 6-K and in Exhibit
99.1 hereto (including any data presented in conformity with International Financial Reporting Standards (“IFRS”)
and related analysis, but excluding non-IFRS data and quotations of the Company’s management) is hereby incorporated by reference
into the Company’s registration statements on Form S-8 (File No. 333-270303) and Form F-3 (File No. 333-280302), to be a part thereof
from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
FREIGHTOS LIMITED |
| Date: November 13, 2026 |
|
| |
/s/ Michael Oberlander |
| |
Name: |
Michael Oberlander |
| |
Title: |
General Counsel |
Exhibit
99.1
Freightos
Receives Nasdaq Notice Regarding Minimum Bid Price Requirement
November 13, 2026 - Barcelona
/PRNewswire/ - Freightos Limited (NASDAQ: CRGO) (“Freightos” or the “Company”), the leading vendor-neutral global
freight pricing, booking and procurement platform, today announced that on November 10, 2026, it received a written notification letter
(the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)
for continued listing on the Nasdaq Capital Market.
Nasdaq Listing Rule 5550(a)(2)
requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a
failure to meet this requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notification Letter
indicated that the closing bid price of the Company’s ordinary shares had been below $1.00 per share for 30 consecutive business
days, from September 29, 2026 through November 9, 2026.
Compliance Period
In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days from the date of the Notification Letter, or
until May 10, 2027, to regain compliance with the minimum bid price requirement. The Company will regain compliance if, at any time during
this compliance period, the closing bid price of its ordinary shares is at least $1.00 per share for a minimum of 10 consecutive business
days, unless Nasdaq exercises its discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H). If the Company regains compliance,
Nasdaq will provide the Company with written confirmation and the matter will be closed.
If the Company does not regain
compliance by May 10, 2027, the Company may be eligible for an additional 180-calendar-day compliance period.
No Immediate Effect on Listing
The Notification Letter has
no immediate effect on the listing of the Company’s ordinary shares. The Company’s ordinary shares will continue to be listed
and to trade on the Nasdaq Capital Market under the symbol “CRGO” during the compliance period. The Notification Letter does
not affect the Company’s business operations.
The Company intends to monitor
the closing bid price of its ordinary shares and is evaluating available options to regain compliance with the minimum bid price requirement
within the applicable compliance period, which may include, if necessary, effecting a reverse share split, subject to any required shareholder
approval. There can be no assurance that the Company will regain compliance with the minimum bid price requirement or maintain compliance
with any other Nasdaq continued listing requirement.
Forward-Looking Statements
This press release includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These statements, which include statements regarding the Notification Letter,
the applicable compliance periods, the continued listing and trading of Freightos’ ordinary shares on the Nasdaq Capital Market,
Freightos’ ability and plans to regain compliance with the Nasdaq minimum bid price requirement, its eligibility for any additional
compliance period and the options it may consider, including a potential reverse share split, are based on various assumptions, whether
or not identified in this press release, and on the current expectations of Freightos, and are not predictions of actual performance.
These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Freightos. These forward-looking statements
are subject to a number of risks and uncertainties, including: Freightos’ ability to regain and maintain compliance with the Nasdaq
minimum bid price requirement and other Nasdaq continued listing requirements; Freightos’ eligibility for, and Nasdaq’s determination
with respect to, any additional compliance period; the market price and trading volume of Freightos’ ordinary shares; the effects
of any reverse share split, if effected, on the market price, liquidity and marketability of Freightos’ ordinary shares; the potential
delisting of Freightos’ ordinary shares from Nasdaq and the effect of any delisting on the liquidity and market price of the ordinary
shares and on Freightos’ ability to raise capital; disruptions to the international freight industry, including those caused by
global economic trends and policy changes, such as increased tariffs and protectionist trade policies being implemented by the United
States and other countries and their impact on shipping volume and, hence, number of Transactions, GBV and Platform revenue; ongoing
and additional military conflicts in the Middle East, and their impact on the international shipping routes, including major air corridors
and the Red Sea and Strait of Hormuz; competition; the ability of Freightos to build and maintain relationships with carriers, freight
forwarders and importers/exporters; Freightos’ ability to keep pace with rapid technological changes, particularly in artificial
intelligence; changes in applicable laws or regulations; any downturn or volatility in economic conditions whether related to reduced
international trade, inflation, armed conflict or otherwise; changes in the competitive environment affecting Freightos or its users,
including Freightos’ ability to introduce new products or technologies; risks to Freightos’ ability to protect its intellectual
property and avoid infringement by others, or claims of infringement against Freightos; disruptions and instability caused by Freightos’
CEO transition, changes to its board of directors, and its other leadership changes; and those additional factors discussed under “Item
3.D. Risk Factors” in Freightos’ annual report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March
26, 2026, and any other risk factors Freightos includes in any subsequent reports of foreign private issuer on Form 6-K furnished to
the SEC. If any of these risks materializes or Freightos’ assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. There may be additional risks of which Freightos is not aware presently or that
Freightos currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. Forward-looking statements reflect Freightos’ expectations, plans or forecasts of future events and views as of the
date of this press release. Freightos anticipates that subsequent events and developments will cause Freightos’ assessments to
change. However, while Freightos may elect to update these forward-looking statements at some point in the future, Freightos specifically
disclaims any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing
Freightos’ assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
About Freightos
Freightos®
is the leading digital infrastructure platform powering the international freight industry. Operating as a vendor-neutral network, Freightos
connects airlines, ocean carriers, trucking carriers, freight forwarders, and importers and exporters of all sizes to bring transparency,
efficiency, and resilience to global supply chains.
The
Freightos platform digitalizes freight execution by transforming manual, fragmented processes into seamless, connected, and data-driven
digital workflows. Freightos delivers integrated capabilities including procurement, pricing, quoting, booking, customs clearance, payments,
and market intelligence across air, ocean, and road freight. By serving as the intelligence middleware layer that unifies data and workflows,
Freightos empowers smarter operational decisions and enables market participants to transact, collaborate, and manage global shipments
more effectively.
Used
by thousands of logistics service providers and businesses around the world, Freightos combines software, network connectivity, transaction
infrastructure, and market data into an interconnected digital ecosystem.
Contacts
Media:
Tamar Hartal
press@freightos.com
Investors:
Anat Earon-Heilborn
ir@freightos.com