Freightos Reports Fourth Quarter and Full-Year Results with Substantial Transaction Growth and Strong Financial Position

    --  Full-year #Transactions growth of 53% showcases robust marketplace
        expansion
    --  Year-end cash balance of $52 million secures foundation for future
        growth and innovation
    --  Exceeded or met expectations across all key performance indicators for
        the quarter and the year

JERUSALEM, Feb. 26, 2024 /PRNewswire/ -- Freightos Limited (NASDAQ: CRGO), a leading vendor-neutral digital booking and payment platform for the international freight industry, today reported financial results for the quarter and year ended December 31, 2023.

https://mma.prnewswire.com/media/2319256/4496202/Freightos_Logo.jpg

"As we reflect on our first year as a public company - a year marked by significant challenges for the freight industry - Freightos not only demonstrated remarkable resilience, but also achieved a significant milestone in the growth of our platform, powering over a million transactions in 2023. This pivotal year has solidified our position as a leading platform for international freight, highlighting how our relentless drive to digitalize the industry delivers exceptional value to our customers. I want to take this opportunity to thank our talented team, which is focused on continually advancing our offerings to streamline operations for our carrier, forwarder and importer or exporter customers," said Zvi Schreiber, CEO of Freightos. "Celebrating one year of public company transparency and accountability, Freightos is more dedicated than ever to our mission of delivering smoother shipping to improve trade between the people of the world."

"The past year has shown solid growth and solid progress towards profitability, illustrating our strategic balance between fostering growth and managing costs, while maintaining a healthy financial position," said Ran Shalev, CFO of Freightos. "As we enter 2024, we aim to efficiently scale transactions and revenue, while further reducing our cash burn. Our long-term financial strategy is about establishing our platform as a standard in the digital international freight market."

Fourth Quarter 2023 financial highlights

    --  Revenue of $5.3 million for the fourth quarter of 2023, an increase of
        8% compared to the fourth quarter of 2022.
    --  IFRS Gross Margin of 62.2%, up from 59.2% in the fourth quarter of 2022.
        Non-IFRS Gross Margin of 70.0%, up from 65.8% for the fourth quarter of
        2022.
    --  IFRS operating loss of $4.6 million, compared to $8.9 million for the
        fourth quarter of 2022.
    --  Adjusted EBITDA of negative $3.8 million, compared to negative $4.4
        million for the fourth quarter of 2022.

Full Year 2023 financial highlights

    --  Revenue of $20.3 million for the full year 2023, an increase of 6%
        compared to 2022.
    --  IFRS Gross Margin of 58.2% in 2023, compared with 58.8% in 2022.
        Non-IFRS Gross Margin of 67.4%, up from 65.2% in 2022.
    --  IFRS operating loss of $77.8 million, including a one-time non-cash
        $46.7 million share listing expense, compared to $24.3 million for 2022.
    --  Adjusted EBITDA of negative $19.0 million, compared to negative $14.6
        million for 2022.
    --  Cash and cash equivalents and short term deposits and investments
        balance at the end of December 2023 of $51.7 million.

Recent business highlights

    --  #Transactions Growth: Freightos achieved a record 287 thousand
        Transactions in the fourth quarter of 2023, up 36% year over year,
        concluding the year with 1 million and 25 thousand Transactions. This
        was a significant outperformance compared to overall international
        freight market volumes, which remained modest. Both global air cargo
        volumes based on IATA data and global ocean container shipping volumes
        according to Container Trades Statistics were up only 7% from the fourth
        quarter of 2022..
    --  Gross Booking Value Growth: Gross Booking Value (GBV) was $187.5 million
        in the fourth quarter, up 10% compared to the fourth quarter of 2022,
        reflecting strong Transactions growth, offset, in part, by lower average
        freight prices. While disruption to shipping in the Red Sea did drive a
        rate increase, this only came in the final days of the year.
    --  Unique Buyer Users: The number of unique buyer users digitally booking
        freight services across the Freightos Platform grew by 12% compared to
        the fourth quarter of 2022, reaching 17.6 thousand.
    --  Revenue Growth: Revenue of $5.3 million continues to reflect strong
        growth of air cargo digital bookings, as well as solid growth in
        revenues generated by forwarders' software solutions and by Freightos
        Terminal, the Company's global air and ocean freight market intelligence
        solution. Total Platform revenue in the fourth quarter was $1.9 million,
        up 1% from the fourth quarter of 2022, and Solutions revenue was $3.4
        million, up 13% year over year.
    --  Carrier Growth: The number of carriers selling on the Platform,
        primarily on WebCargo, increased to 45 as of the end of the fourth
        quarter of 2023. Among these carriers are Japan Airlines and a leading
        North American airline. Additional new airlines signed to join the
        WebCargo platform in the fourth quarter, including two top-20 air cargo
        carriers. In addition, the Company signed its largest SaaS contract ever
        with another top-20 carrier that relies on Freightos for its cargo
        portal.

Financial outlook


                                                 Management Expectations


                                          Q1 2024                       FY 2024





     # Transactions                280,500 -                     1,286,500 -
                                     288,000                        1,376,000



     Year over Year Growth             22% - 26%                     26% - 34%



     GBV ($m)              
       $ 168.0 - $ 172.5     
            $ 788.9 - $ 844.1



     Year over Year Growth             (0)% - 2%                     17% - 26%



     Revenue ($m)            
         $ 5.2 - $ 5.3       
            $ 22.4 - $ 24.0



     Year over Year Growth              8% - 10%                     11% - 18%



     Adjusted EBITDA ($m)  
       $ (4.2) - $ (3.9)   
            $ (15.3) - $ (13.8)

This outlook assumes freight price levels and freight volumes as of January 31, 2024

Earnings Webcast

Freightos' management will host a webcast and conference call to discuss the results today, February 26, 2024 at 8:30 a.m. EST. The call will include presentation of a general model for long term growth during 2025-2030, as well as an analysis of the current freight market using Freightos Terminal data.

To participate in the call, please register at the following link:

https://freightos.zoom.us/webinar/register/WN_2GO5J16IQNiw3KBf9-Befw

Following registration, you will be sent the link to the conference call which is accessible either via the Zoom app, or alternatively from a dial-in telephone number.

Questions may be submitted in advance to ir@freightos.com or via Zoom during the call.

A replay of the webcast, as well as the conference call transcript, will be available on Freightos' Investor Relations website following the call.

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 the financial outlook of Freightos, 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 the ongoing military conflict in the Middle East; Freightos' ability to effectively execute its previously announced operational efficiency and cost reduction plan without undue disruption to its business; competition and the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters and retain its management and key employees; changes in applicable laws or regulations; any downturn or volatility in economic conditions whether related to 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; and those additional factors discussed under the heading "Risk Factors" in Freightos' annual report on Form 20-F filed with the SEC on March 30, 2023, 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 our 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. In addition, 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. 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.

Financial Information; Non-IFRS Financial Measures

While certain financial figures included in this press release have been computed in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, this press release does not contain sufficient information to constitute an interim financial report as defined in International Accounting Standards 34, "Interim Financial Reporting" nor a financial statement as defined by International Accounting Standards 1 "Presentation of Financial Statements". Not all of the financial information in this press release has been audited.

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles of the IFRS including, but not limited to, Adjusted EBITDA. These non-IFRS measures differ from the most directly comparable measures determined under IFRS. For the historical non-IFRS results included herein, we have provided tables at the end of this press release providing a reconciliation of those results to our results achieved under the most directly comparable IFRS measures. For the forward-looking non-IFRS data included under "Financial outlook", we have not included such a reconciliation, because the reconciliation of forward-looking data cannot be prepared without unreasonable effort. Our results and forecasts expressed as non-IFRS measures should not be considered in isolation or as an alternative to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies. Freightos believes that Adjusted EBITDA and other non-IFRS measures provide useful information to investors and others in understanding and evaluating Freightos' operating results because they provide supplemental measures of our core operating performance and offer consistency and comparability with both our own past financial performance and with corresponding financial information provided by peer companies. Certain monetary amounts, percentages and other figures included in this press release have been subject to rounding adjustments, and therefore may not sum due to rounding.

Definitions

    --  Carriers: Number of unique air and ocean carriers who have been sellers
        of transactions. For airlines, we count booking carriers, which include
        separate airlines within the same carrier group. We do not count dozens
        of other airlines that operate individual segments of air cargo
        transactions, as we do not have a direct booking relationship with them.
        Carriers include ocean less-than-container load (LCL) consolidators. In
        addition, we only count carriers when more than five bookings were
        placed with them over the course of a quarter.
    --  Unique buyer users: Unique buyer users represent the number of
        individual users placing bookings, typically counted based on unique
        email logins. The number of buyers, which counts unique customer
        businesses, does not reflect the fact that some buyers are large
        multinational organizations while others are small or midsize
        businesses. Therefore, we find it more useful to monitor the number of
        unique buyer users than the number of buyer businesses.
    --  GBV: GBV represents the total value of transactions on the Freightos
        platform, which is the monetary value of freight and related services
        contracted between buyers and sellers on the Freightos platform, plus
        related fees charged to buyers and sellers, and pass-through payments
        such as duties. GBV is converted to U.S. dollars at the time of each
        transaction on the Freightos platform. This metric may be similar to
        what others call gross merchandise value (GMV) or gross services volume
        (GSV). We believe that this metric reflects the scale of the Freightos
        platform and our opportunities to generate platform revenue.
    --  #Transactions: Number of bookings for freight services, and related
        services, placed by buyers across the Freightos platform with
        third-party sellers and with Clearit. Beginning in the third quarter of
        2022, #Transactions includes trucking bookings, which were added to the
        Freightos platform following the acquisition of 7LFreight. The number of
        transactions booked on the Freightos platform in any given time period
        is net of transactions canceled during the same time period.
    --  Adjusted EBITDA: Adjusted EBITDA represents net loss before income
        taxes, finance income, finance expense, share-based compensation
        expense, depreciation and amortization, changes in the fair value of
        contingent consideration, operating expense settled by issuance of
        shares, redomicile costs, share listing expense, change in fair value of
        warrants, transaction-related costs, non-recurring expenses associated
        with the business combination with Gesher I Acquisition Corp and
        reorganization expenses.
    --  Platform revenue: Platform revenue reflects fees charged to buyers and
        sellers in relation to transactions executed on the Freightos platform.
        For bookings conducted by importers/exporters, our fees are typically
        structured as a percentage of booking value, depending on the mode and
        nature of the service. When freight forwarders book with carriers, the
        sellers often pay a pre-negotiated flat fee per transaction. When
        sellers transact with a buyer who is a new customer to the seller, we
        may charge a percentage of the booking value as a fee.
    --  Solutions revenue: Solutions revenue is primarily subscription-based
        SaaS and data. It is typically priced per user or per site, per time
        period, with larger customers such as multinational freight forwarders
        often negotiating flat, all- inclusive subscriptions. Revenue from our
        Solutions segment includes certain non-recurring revenue from services
        ancillary to our SaaS products, such as engineering, customization,
        configuration and go-live fees, and data services for digitizing offline
        data.

Contacts

Media:
Tali Aronsky
press@freightos.com

Investors:
Anat Earon-Heilborn
ir@freightos.com

About Freightos Limited

Freightos(®) operates a leading, vendor-neutral booking and payment platform for international freight. Freightos' platform supports supply chain efficiency and agility by enabling real-time procurement of ocean and air shipping across more than ten thousand importers/exporters, thousands of forwarders, and dozens of airlines and ocean carriers.

Freightos.com is a premier digital international freight marketplace for importers and exporters for instant pricing, booking, and shipment management. Thousands of SMBs and enterprises have sourced shipping services via Freightos across dozens of logistics service providers.

WebCargo(®) by Freightos is a leading global freight platform connecting carriers and forwarders. In particular, it is the largest air cargo eBooking platform, enabling simple and efficient freight pricing and booking between thousands of freight forwarders, including the top twenty global freight forwarders, and hundreds of airlines, ocean liners and trucking carriers. Airlines on the platform represent over a third of global air cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales.

Freightos Data calculates the Freightos Baltic Index, the industry's key daily benchmark of container shipping prices, the Freightos Air Index, as well as other market intelligence products that improve supply chain decision-making, planning, and pricing transparency.

Freightos is a widely recognized logistics technology leader with a worldwide presence and a broad customer network. Incorporated in the Cayman Islands with offices around the world, Freightos is a Nasdaq-listed company trading under Nasdaq:CRGO. More information is available at freightos.com/investors.



     
                CONSOLIDATED BALANCE SHEETS



     (In thousands)


                                                                December 31,      December 31,
                                                                        2023               2022


                                                          (unaudited)        (audited)



     Assets



     Current Assets:



     Cash and cash equivalents                                      $20,165             $6,492



     User funds                                                       3,553              3,328



     Trade receivables, net                                           1,880              1,936



     Short-term bank deposit                                         20,000



     Short-term investments                                          11,520



     Other receivables and prepaid expenses                           2,598              1,215


                                                                      59,716             12,971





     Non-current Assets:



     Property and equipment, net                                        583                767



     Right-of-use assets, net                                         1,577              1,384



     Intangible assets, net                                           7,607              9,465



     Goodwill                                                        15,628             15,628



     Deferred taxes                                                     969                573



     Other long-term assets                                           1,605              1,018


                                                                      27,969             28,835





     Total assets                                                   $87,685            $41,806





     Liabilities and Equity



     Current liabilities:



     Short-term bank loan and credit                         
              $ -            $2,505



     Trade payables                                                   3,113              3,234



     User accounts                                                    3,553              3,328



     Current maturity of lease liabilities                              587                613



     Accrued expenses and other payables                              4,931              7,400


                                                                      12,184             17,080





     Long Term Liabilities:



     Lease liabilities                                                  712                395



     Employee benefit liabilities, net                                1,256              1,294



     Warrants liability                                               1,485



     Other long-term liabilities                                          6              1,377


                                                                       3,459              3,066





     Equity:



     Share capital                                            
              *)     
              *)



     Share premium                                                  256,194            140,229



     Reserve from remeasurement of defined benefit plans                 27                137



     Accumulated deficit                                          (184,179)         (118,706)



     Total equity                                                    72,042             21,660





     Total liabilities and equity                                   $87,685            $41,806





     *) Represents an amount lower than $1.



              
                CONSOLIDATED STATEMENTS OF OPERATIONS



              (in thousands, except share and per share data)


                                                                                                                                                    Three Months Ended                Twelve Months Ended


                                                                                                                                                    December 31,                    December 31,


                                                                                                                                  2023         2022                      2023         2022


                                                                                                                                       (unaudited)              (unaudited)   (audited)




              Revenue                                                                                                          $5,258       $4,849                   $20,281      $19,085



              Cost of revenue                                                                                                   1,986        1,978                     8,479        7,859




              Gross profit                                                                                                      3,272        2,871                    11,802       11,226



              Operating expenses:



              Research and development                                                                                          2,501        2,572                    11,507       10,217



              Selling and marketing                                                                                             3,359        5,411                    14,384       12,749



              General and administrative                                                                                        2,054        2,448                    12,407        9,645



              Reorganization                                                                                                        -                                  884



              Transaction-related costs                                                                                             -       1,334                     3,703        2,887



              Share listing expense 
              (1)                                                                                  -                               46,717

                                                                                                                                                                                    ---


              Total operating expenses                                                                                          7,914       11,765                    89,602       35,498

                                                                                                                                                                                    ---


              Operating loss                                                                                                  (4,642)     (8,894)                 (77,800)    (24,272)



              Change in fair value of warrants                                                                                    459                                 9,440



              Finance income                                                                                                      822           73                     3,189          194



              Finance expenses                                                                                                  (100)       (194)                    (387)       (454)

                                                                                                                                                                                    ---


              Financing income (expenses), net                                                                                    722        (121)                    2,802        (260)

                                                                                                                                                                                    ---


              Loss before taxes on income                                                                                     (3,461)     (9,015)                 (65,558)    (24,532)



              Income taxes (tax benefit)                                                                                        (146)          78                      (85)         169

                                                                                                                                                                                    ---


              Loss                                                                                                           $(3,315)    $(9,093)                $(65,473)   $(24,701)

                                                                                                                                                                                    ---


              Other comprehensive income (net of tax effect):



              Remeasurement gain (loss) from defined benefit plans                                                              (110)          44                     (110)         269

                                                                                                                                                                                    ---


              Total components that will not be reclassified subsequently to profit or loss                                     (110)          44                     (110)         269

                                                                                                                                                                                    ---


              Total comprehensive loss                                                                                       $(3,425)    $(9,049)                $(65,583)   $(24,432)

                                                                                                                                                                                    ---


              Basic and diluted loss per Ordinary share                                                                       $(0.07)     $(1.40)                  $(1.47)     $(4.25)

                                                                                                                                                                                    ---


              Weighted average number of shares outstanding used                                                           47,787,112    8,180,483                44,907,105    7,930,928
    to compute basic and diluted loss per share





              (1)  Represents non-recurring, non-cash share-based listing expense incurred in connection with the business
    combination with Gesher I Acquisition Corp.



              
                CONSOLIDATED STATEMENTS OF CASH FLOWS


              (in thousands)


                                                                                                               Three Months Ended                   Twelve Months Ended


                                                                                                               December 31,                       December 31,


                                                                                                 2023              2022                      2023            2022


                                                                                                      (unaudited)                 (unaudited)      (audited)



              Cash flows from operating activities:



              Loss                                                                          $(3,315)         $(9,093)                $(65,473)      $(24,701)



              Adjustments to reconcile net loss to net cash used in operating activities:



              Adjustments to profit or loss items:



              Depreciation and amortization                                                      710               644                     2,791           2,413



              Operating expense settled by issuance of shares                                    136             2,621                       320           2,621



              Share listing expense                                                                -                                    46,717



              Change in fair value of warrants                                                 (459)                                   (9,440)



              Changes in the fair value of contingent consideration                            (924)            (812)                  (1,718)        (1,037)



              Share-based compensation                                                           923               539                     5,426           1,906



              Finance expenses (income), net                                                   (739)              (1)                  (2,667)            362



              Income taxes (tax benefit)                                                       (146)               78                      (85)            169


                                                                                                (499)            3,069                    41,344           6,434



              Changes in asset and liability items:



              Decrease (increase) in user funds                                                1,187             2,604                     (209)          5,841



              Increase (decrease) in user accounts                                           (1,187)          (2,604)                      209         (5,841)



              Decrease (increase) in other receivables and prepaid expenses                      427               150                        91           (142)



              Decrease in trade receivables                                                      480               317                       143              58



              Increase (decrease) in trade payables                                            (240)              104                     (176)          1,783



              Increase (decrease) in accrued severance pay, net                                   76               109                     (140)            187



              Increase other long-term assets                                                      -              (5)                                     (5)



              Increase (decrease) in accrued expenses and other payables                       (315)              253                   (3,711)          1,807


                                                                                                  428               928                   (3,793)          3,688



              Cash received (paid) during the year for:



              Interest received (paid), net                                                      733              (18)                    1,256           (162)



              Taxes paid, net                                                                  (339)             (58)                    (430)          (167)


                                                                                                  394              (76)                      826           (329)



              Net cash used in operating activities                                          (2,992)          (5,172)                 (27,096)       (14,908)



              Cash flows from investing activities:



              Purchase of property and equipment                                                 (6)             (38)                     (80)          (251)



              Proceeds from sale of property and equipment                                         -                4                         8               5



              Acquisition of a subsidiary, net of cash acquired (a)                                -                                                  (4,183)



              Payment of payables for previous acquisition of a subsidiary                      (75)                                     (211)          (156)



              Proceeds from receivables for previous acquisition of a subsidiary                   -              163                                      163



              Investment in long-term assets                                                       -                                     (374)          (353)



              Withdrawal of a deposit                                                             15               141                        16



              Withdrawal of (investment in) short term investments, net                       18,150                                   (11,520)



              Investment in short-term bank deposit                                                -            (200)                 (20,000)          (200)



              Net cash provided by (used in) investing activities                             18,084                70                  (32,161)        (4,975)



              Cash flows from financing activities:



              Proceeds from the issuance of share capital and warrants net of                      -                                    76,044
    transaction costs



              Repayment of lease liabilities                                                   (176)            (240)                    (549)          (688)



              Receipt from a bank loan and credit                                                  -            2,505                                    2,505



              Repayment of short-term bank loan and credit                                         -                                   (2,504)



              Exercise of options                                                                135                20                       186              73



              Net cash provided by (used in) financing activities                               (41)            2,285                    73,177           1,890



              Exchange differences on balances of cash and cash equivalents                       38              (44)                    (247)          (594)



              Increase (decrease) in cash and cash equivalents                                15,089           (2,861)                   13,673        (18,587)



              Cash and cash equivalents at the beginning of the period                         5,076             9,353                     6,492          25,079



              Cash and cash equivalents at the end of the period                             $20,165            $6,492                   $20,165          $6,492



              (a) Acquisition of an initially consolidated subsidiary:



              Working capital (excluding cash and cash equivalents)                       
          $ -   
              $ -           
              $ -         $(992)



              Other receivables                                                                    -                                                      163



              Property and equipment                                                               -                                                       12



              Intangible assets                                                                    -                                                    5,734



              Goodwill                                                                             -                                                    7,607



              Shares issued                                                                        -                                                  (6,573)



              Contingent consideration                                                             -                                                  (1,768)



              Acquisition of a subsidiary, net of cash acquired                           
          $ -   
              $ -           
              $ -         $4,183



              (b) Significant non-cash transactions:



              Right-of-use asset recognized with corresponding lease liability                  $613    
              $ -                     $852             $74



              Issuance of shares for previous acquisition of a subsidiary                        $58    
              $ -                     $171  
              $ -



     
                RECONCILIATION OF IFRS TO NON-IFRS GROSS PROFIT AND GROSS MARGIN



     (in thousands, except gross margin data)


                                                                                       Three Months Ended                    Twelve Months Ended


                                                                                       December 31                    December 31


                                                                     2023          2022           2023           2022


                                                                          (unaudited)   
              (unaudited)



     IFRS gross profit                                            $3,272        $2,871        $11,802        $11,226



     Add:



     Share-based compensation                                        101            81            692            290



     Depreciation & Amortization                                     309           237          1,180            920



     Non-IFRS gross profit                                        $3,682        $3,189        $13,674        $12,436



     IFRS gross margin                                            62.2 %       59.2 %        58.2 %        58.8 %



     Non-IFRS gross margin                                        70.0 %       65.8 %        67.4 %        65.2 %



     
                RECONCILIATION OF IFRS OPERATING LOSS TO ADJUSTED EBITDA



     (in thousands)


                                                                                                 Three Months Ended                Twelve Months Ended


                                                                                                 December 31                December 31


                                                                                2023        2022         2023          2022


                                                                                     (unaudited)             (unaudited)





     Operating loss                                                        $(4,642)   $(8,894)   $(77,800)    $(24,272)



     Add:



     Share-based compensation                                                   923         539        5,426         1,906



     Depreciation & Amortization                                                710         644        2,791         2,413



     Share listing expense                                                        -                 46,717



     Non-recurring expenses                                                       -                    499



     Redomicile costs                                                             -        109                       734



     Transaction-related costs                                                    -      1,334        3,703         2,887



     Changes in the fair value of contingent consideration                    (941)      (710)     (1,583)        (935)



     Reorganization                                                               -                    884



     Operating expense settled by issuance of shares                            136       2,621          320         2,621



     Adjusted EBITDA                                                       $(3,814)   $(4,357)   $(19,043)    $(14,646)



     Adjusted EBITDA margins                                                -72.5 %    -89.9 %     -93.9 %      -76.7 %



              
                RECONCILIATION OF IFRS LOSS TO NON-IFRS LOSS AND LOSS PER SHARE



              (in thousands, except share and per share data)


                                                                                                                    Three Months Ended                  Twelve Months Ended


                                                                                                                    December 31                  December 31


                                                                                                  2023         2022           2023          2022


                                                                                                       (unaudited)              (unaudited)



              IFRS loss attributable to ordinary shareholders                                $(3,315)    $(9,093)     $(65,473)    $(24,701)



              Add:



              Share-based compensation                                                            923          539          5,426         1,906



              Depreciation & Amortization                                                         710          644          2,791         2,413



              Share listing expense                                                                 -                    46,717



              Non-recurring expenses                                                                -                       499



              Redomicile costs                                                                      -         109                         734



              Transaction-related costs                                                             -       1,334          3,703         2,887



              Changes in the fair value of contingent consideration                             (924)       (812)       (1,718)      (1,037)



              Reorganization                                                                        -                       884



              Operating expense settled by issuance of shares                                     136        2,621            320         2,621



              Change in fair value of warrants                                                  (459)                   (9,440)



              Non IFRS loss                                                                  $(2,929)    $(4,658)     $(16,291)    $(15,177)



              Non IFRS basic and diluted loss per Ordinary share                              $(0.06)     $(0.85)       $(0.38)      $(3.05)



              Weighted average number of shares outstanding used to compute basic          47,787,112    8,180,483     44,907,105     7,930,928
     and diluted loss per share

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