UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
For the transition period from ____________ to _____________
Commission File No.
| (Exact name of registrant as specified in its charter) |
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(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a
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As of May 15, 2025, there were a total of registrant’s Ordinary Shares with no par value outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
FREIGHT TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q
Period Ended March 31, 2025
TABLE OF CONTENTS
| PART I |
||||
| FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements | 3 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29 | ||
| Item 4. | Controls and Procedures | 29 | ||
| PART II |
||||
| OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 30 | ||
| Item 1A. | Risk Factors | 30 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30 | ||
| Item 3. | Defaults Upon Senior Securities | 30 | ||
| Item 4. | Mine Safety Disclosures | 30 | ||
| Item 5. | Other Information | 30 | ||
| Item 6. | Exhibits | 31 | ||
| Signatures | 32 |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FREIGHT TECHNOLOGIES, INC.
UNAUDITED FINANCIAL STATEMENTS
| 3 |
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2025 (unaudited) | December 31, 2024 (audited) | |||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Unbilled receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Capitalized software, net | ||||||||
| Property and equipment, net | ||||||||
| Other long-term assets | ||||||||
| Security deposits | ||||||||
| Cryptocurrencies | ||||||||
| Other intangible assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Short-term borrowings | ||||||||
| Income tax payable | ||||||||
| Insurance financing payable | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Series A preferred stock, $ par value, shares authorized; and issued and outstanding at March 31, 2025 and December 31, 2024, respectively | ||||||||
| Series B preferred stock, $ par value, shares authorized; issued and outstanding at March 31, 2025 and December 31, 2024 | ||||||||
| Series seed preferred stock, $ par value, shares authorized; issued and outstanding at March 31, 205 and December 31, 2024 | ||||||||
| Ordinary shares, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
| (*) | List of authorized shares for Series A preferred |
| a. | Series A1A preferred shares: authorized shares |
| b. | Series A2 preferred shares: authorized shares |
| c. | Series A4 preferred shares: authorized shares |
| (**) |
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Three Months Ended March 31 | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost and expenses | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | ||||||||
| Compensation and employee benefits | ||||||||
| General and administrative | ||||||||
| Sales and marketing | ||||||||
| Depreciation and amortization | ||||||||
| Total cost and expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income and expenses | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share attributable to ordinary shareholders, basic and diluted | $ | ) | $ | ) | ||||
Basic and diluted weighted average shares outstanding | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive gain (loss) net of tax | ||||||||
| Foreign currency translation gain (loss) | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Preferred Stock | Series | Ordinary Shares (*) |
Additional | Accumulated | Total Stockholders’ |
|||||||||||||||||||||||||||||||||||||||||||
| Series A Shares | Amount | Series B Shares | Amount | Seed Shares | Amount | Ordinary Shares | Amount | Paid-In Capital | Accumulated Deficit | Other Income (loss) | Equity (Deficit) | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( |
) | $ | $ | |
|||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares from conversion of preferred stock, net of costs | ( |
) | ( |
) | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares for exercise of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 1 | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ |
$ | ( |
) | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares from conversion of preferred stock | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares for exercise of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock for cash | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock for cryptocurrency | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||||||||||||||||
| (*) |
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Non-cash interest | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Unbilled receivables | ( | ) | ||||||
| Prepaid expense and other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Income tax payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Capitalization of software development costs | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable, net of discounts | ||||||||
| Repayment of insurance financing payable | ( | ) | ( | ) | ||||
| Repayment of short-term borrowings | ( | ) | ( | ) | ||||
| Proceeds from short-term borrowings | ||||||||
| Proceeds from the issuance of Series A4 Shares | ||||||||
| Transaction cost relating to issuance of stock | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash activity | ||||||||
| Financing of insurance premiums | $ | $ | ||||||
| Issuance of Series A4 preferred stock | $ | $ | ||||||
| Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 7 |
NOTE 1 – DESCRIPTION OF BUSINESS
Freight App, Inc. (“Fr8App”) (formerly known as “Freighthub, Inc.”), a Delaware corporation, was incorporated on October 26, 2015. On January 18, 2019, Freight App Mexico S.A De C.V. (“Fr8App Mexico”) (formerly known as “Freight Hub Mexico S.A. De C.V.”), a wholly owned subsidiary of Fr8App, was formed. On July 29, 2021, both companies filed their name change to Fr8App and Fr8App Mexico. On February 14, 2022, the Company merged with Hudson Capital Inc. (the “Merger”), and Fr8App Inc. was the surviving entity and then became listed on the Nasdaq stock exchange. Fr8App continued its operations under the name Freight Technologies Inc. (“Fr8Tech”).
Fr8Tech is a technology company offering a diverse portfolio of proprietary platform solutions powered by AI and machine learning to optimize and automate the supply chain process. Focused on addressing the distinct challenges within the supply chain ecosystem, the Company’s portfolio of solutions includes the Fr8App platform for seamless OTR B2B cross-border shipping across the USMCA region; Fr8Now, a specialized service for less-than-truckload (LTL) shipping; Fr8Fleet, a dedicated capacity service for enterprise clients in Mexico; Waavely, a digital platform for efficient ocean freight booking and management of container shipments between North America and ports worldwide; and, Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (TMS) for brokers, shippers, and other logistics operators. Each product is interconnected within a unified platform to connect carriers and shippers and significantly improve matching and operation efficiency via innovative technologies such as live pricing, real-time tracking, digitization of critical documentation, brokerage support, transportation management, fleet management, and committed capacity solutions.
NOTE 2 – LIQUIDITY AND GOING CONCERN
Since inception, the Company has met
its cash needs through proceeds from issuing convertible notes, loans, and issuance of shares. As shown in the accompanying
consolidated financial statements as of and for the three months ended March 31, 2025, the Company has an accumulated deficit of
$
The Company currently projects that it will need to draw additional funds on its existing facilities and need additional capital to fund its current operations and capital investment requirements until the Company scales to a revenue level that permits cash self-sufficiency. As a result, the Company may need to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on the Company’s current expectations regarding revenues, expenditures, cash burn rate and other operating assumptions. The sources of this capital are anticipated to be from drawing on existing facilities, and/or the sale of equity, any of which may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution to existing stockholders.
If the Company is unable to raise additional capital moving forward, its ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and the Company may be forced to scale back operations or divest some or all of its assets.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
| 8 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), expressed in U.S. dollars. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with GAAP. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, allowance for credit losses, valuation of share-based compensation and warrants, accounting for warrants, useful lives of internally developed software and property and equipment, fair value of convertible notes, impairment of long lived assets, whether an arrangement is or contains a lease, income tax accruals, the valuation allowance for deferred income taxes, and contingent liabilities.
The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of 90 days or less at the time of purchase and generally include money market accounts.
Concentrations of Credit Risk
The Company maintains cash accounts with various financial
institutions. At times, balances in these accounts may exceed federally insured limits. Accounts at each institution within the United
States (“US”) are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
The financial assets that potentially subject the
Company to concentration of credit risk is accounts receivable and unbilled receivables. At March 31, 2025, one customer accounted for
For the three months ended March 31, 2025, one customer
accounted for
| 9 |
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a hierarchy of inputs used when available. Observable inputs are what market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are those that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
The three levels of the fair value hierarchy are described below:
Level 1— Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2— Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data.
Level 3— Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, which include trade accounts receivable, unbilled receivables, intangible assets, accounts payable, accrued expenses, and debt at variable interest rates, approximate their fair values at March 31, 2025 and December 31, 2024, respectively, principally due to the short-term nature, maturities, or nature of interest rates of the above listed items.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the net invoiced
amount, net of allowances for credit losses, and do not bear interest. Unbilled receivables, which are reflected separately on the accompanying
consolidated balance sheets, include unbilled amounts for services rendered in the respective period but not yet billed to the customer
until a future date, which typically occurs within one month. The allowance for credit losses is the Company’s best estimate of
the amount of probable credit losses in existing accounts receivable. In accordance with ASU 2016-13, “Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, the Company also considers reasonable and supportable
forecasts of future economic conditions and their expected impact on customer collections in determining the allowance for credit losses.
The Company determines expected credit losses based on historical write-off experience, an analysis
of the aging of outstanding receivables, customer payment patterns, and our expectations of changes in macro-economic conditions, that
may impact the collectability of outstanding receivables. Balances are considered past due based on invoiced terms. Account balances
are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
As of March 31, 2025 and December 31, 2024, the allowance for credit losses was $
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. Management has determined that no impairment of long-lived assets exists, and accordingly, no adjustments to the carrying amounts of the Company’s long-lived assets have been made for the three months ended March 31, 2025 and 2024.
Property and Equipment
Property and equipment consisting of office and computer equipment, furniture and leasehold improvements are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives, ranging between three to seven years.
| Useful Lives | |
| Equipment | |
| Furniture | |
| Leasehold improvements |
| 10 |
Capitalized Software
The Company complies with the guidance of ASC Topic 350-40, Intangibles—Goodwill and Other—Internal Use Software, in accounting for of its internally developed system projects that it utilizes to provide its services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and enhancements are capitalized, whereas, costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by- project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three years. Amortization commences when the software is available for its intended use.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value are recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The fair value of the warrant liabilities is estimated using a Black-Scholes option pricing formula. The warrant volatility assumption within the Black-Scholes model represents a Level 3 measurement within the fair value measurement hierarchy. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.
The proceeds received from the sale of equity classified warrants and convertible note in a bundled transaction are allocated based on the relative fair values of warrants and convertible notes with no changes in fair value of warrants recognized after the issuance date and were recorded at the issuance date using a relative fair value allocation method. Equity classified warrants, which are issued as an inducement to the holder of convertible note to covert the note, are recognized as an expense equal to the fair value of the warrant in accordance with ASC 470-20, Debt with Conversion and Other Options.
When equity classified warrants are issued to the convertible note holder as an additional consideration for the holder to provide additional funding under the existing convertible note agreement, the additional funding is allocated based on the residual fair value allocation method in which the fair value of the additional funding is first allocated to the convertible note and the remaining proceeds are allocated to the equity classified warrant.
Advertising
Advertising costs are expensed as incurred and totaled
$
Income Taxes
The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, net operating losses, tax credit and other carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates when the assets and liabilities are expected to be realized or settled. The Company regularly reviews deferred tax assets for realizability and establishes valuation allowances based on available evidence including historical operating losses, projected future taxable income, expected timing of the reversals of existing temporary differences, and appropriate tax planning strategies. If the Company’s assessment of the realizability of a deferred tax asset changes, an increase to a valuation allowance will result in a reduction of net earnings at that time, while the reduction of a valuation allowance will result in an increase of net earnings at that time.
| 11 |
The Company follows ASC 740-10-65-1 in accounting
for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions
taken or expected to be in a tax return. This prescribes a two-step process for the financial statement measurement and recognition of
a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that
a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax
position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest
amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance
on the accounting for related interest and penalties, financial statement classification and disclosure. The Company’s policy is
that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has
Foreign Currency Translation
The financial statements of the Company’s subsidiary operating in Mexico are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Assets and liabilities of non-U.S. operations are translated at period-end exchange rates. Items appearing in the consolidated statements of operations are translated using average exchange rates during each period. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit).
Intangible Assets
Intangible assets include the Company’s domain name and are accounted for based on ASC Topic 350, Intangibles – Goodwill and Other. The Company’s intangible assets that have finite lives, consisting of intellectual property, are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company will perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives.
Foreign Operations
Operations outside the United States include a wholly-owned subsidiary in Mexico. Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange.
| 12 |
Revenue Recognition
The Company’s revenues are accounted for under FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company generates revenues primarily from shipments executed by the Company’s freight transportation brokerage services or dedicated capacity to shippers through the Company’s freight marketplace.
Freight Transportation Brokerage Services
The Company’s freight transportation brokerage services include Fr8App Full Truckload (“FTL”), providing a single customer the use of an entire truckload, Waavely, providing ocean container shipments through Mexican ports, and Fr8Now Less Than Truckload (“LTL”), providing multiple customers the use of a partial truckload in each truck. Shippers contract with the Company to utilize the Company’s network of independent freight Carriers to transport freight. Those shipments are the Company’s single performance obligations, arising under contracts the Company has entered into with customers that define the price for performance obligation and payment terms. The Company’s acceptance of the shipment request establishes enforceable rights and obligations for each contract. By accepting the shipper’s order, the Company has responsibility for transportation of the shipment from origin to destination. Under such contracts, revenue is recognized when performance obligations are satisfied, which generally represents the transit period from origin to destination by a third-party carrier which can vary based on origin and destination, or the capacity used. This is appropriate as the customer simultaneously receives and consumes the benefits as the Company performs its obligation. The Company determines revenue in-transit using the output method based on shipping milestones. Measure of revenue in-transit requires the application of judgment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services. Accessorial charges for fuel surcharge, loading and unloading, stop charges, and other immaterial charges are part of the consideration received for the single performance obligation of delivering shipments.
Dedicated Capacity Services
The Company provides customers with dedicated shipment capacity for a specific period of time under Fr8Fleet. The current arrangements under Fr8Fleet include an obligation to provide weekly shipping capacity. The Company’s performance obligation in this arrangement is to provide the shipping capacity and the transaction price is fixed. Under such contracts, revenue is recognized when performance obligations are satisfied, which generally represents when trucks are provided to the shipper over the term of the agreement. The Company utilizes the output method for revenue recognition based on direct measurements of the value transferred to the customer, which is the number of trucks provided to the customer per day. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services.
Payment for the Company’s services is generally due within 30 to 45 days upon delivery of the shipment. Contracts entered into with customers do not contain material financing components. The Company’s contracts with customers typically have a duration of one year or less and do not require any significant start-up costs, and as such, costs incurred to obtain contracts associated with these contracts are expensed as incurred.
Through the Company’s freight brokerage services and dedicated capacity, the Company is responsible for identifying and directing independent freight Carriers to transport the shipper’s goods. The transportation of the loads is outsourced to third-party Carriers. The Company is a principal in these arrangements, and therefore records revenue associated with these contracts on a gross basis. The Company controls the service and has primary responsibility to meet the customer’s requirements. The Company invoices and collects from its customers, maintains discretion over pricing and is responsible for resolving customer claims.
Additionally, the Company is responsible for selection of third-party transportation providers to the extent used to satisfy customer freight requirements. At times, billing occurs subsequent to revenue recognition, resulting in an unbilled receivable which represents a contract asset. This contract asset is recorded as an unbilled receivable and presented on the consolidated balance sheets. The Company receives the unconditional right to bill when shipments are delivered to their destination.
A summary of the Company’s revenue by major service lines is as follows:
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Freight Transportation Brokerage | $ | $ | ||||||
| Dedicated Capacity | ||||||||
| Total Revenue | $ | $ | ||||||
| 13 |
Convertible Debt
The Company elected the fair value option (“FVO”) of accounting under ASC Topic 825-10, Financial Instruments (“ASC 825”), to record its convertible note issued in 2023 at fair value at issuance and subsequently remeasures to fair value each reporting period. The primary reason for electing the fair value option was for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. The convertible note accounted for under the FVO represents a financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. The Company has elected to present interest expenses separately from changes in fair value and therefore interest associated with the convertible note is presented as interest expense in the consolidated statement of operations. All costs associated with the issuance of the convertible note accounted for using the FVO were expensed upon issuance. The fair value of the convertible note is determined using a binomial lattice model and classified as Level 3 in the fair value hierarchy.
The Company accounts for share-based awards, including stock options and restricted stock awards, issued to employees in accordance with ASC Topic 718, Compensation—Stock Compensation. In addition, the Company issues stock options to non-employees in exchange for consulting services and accounts for these in accordance with the provisions of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. Compensation expense is measured at the grant, based on the calculated fair value of the award, and recognized as an expense over the requisite service period, which is generally the vesting period of the award.
For modification of stock compensation awards, the Company records the incremental fair value of the modified award as share-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. In addition, the Company records the remaining unrecognized compensation cost for the original cost for the original award on the modification date over the remaining vesting period for unvested awards.
The Company estimates the expected term of stock options granted to employees using the simplified method, whereby the expected term equals the average of the vesting term and the original contractual term of the option. The Company utilizes this method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For stock options granted to non-employees, the contractual term of the option is utilized as the basis for the expected term assumption. All other assumptions used to calculate the grant date fair value are generally consistent with the assumptions used for options granted to employees. For purposes of calculating share-based compensation, the Company estimates the fair value of stock options using a Black-Scholes option-pricing model. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected volatility is primarily based on the historical volatility of peer company data while the expected life of the stock options is based on historical and other economic data trended into the future. The risk-free interest rate is based on U.S. Treasury yield curve in effect at the time of grant for periods corresponding to the expected option term. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.
If factors change and the Company employs different assumptions, share-based compensation expense may differ significantly from what has been recorded in the past. If there is a difference between the assumptions used in determining share-based compensation expense and the actual factors which become known over time, specifically with respect to anticipated forfeitures, the Company may change the input factors used in determining share-based compensation costs for future grants. These changes, if any, may materially impact the Company’s results of operations in the period such changes are made. Incremental compensation costs arising from subsequent modifications of awards after the grant date are recognized when incurred. In addition, the Company accounts for forfeitures of awards as they occur. For share-based awards that vest based on performance conditions, expense is recognized when it is probable that the conditions will be met.
| 14 |
Basic earnings (loss) per share is computed by dividing net income (loss) available to ordinary shareholders by the weighted average number of outstanding ordinary shares for the period, considering the effect of the securities series A and B preferred stock and series seed preferred stock. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of ordinary shares and dilutive ordinary shares equivalents outstanding. During the periods when they are anti-dilutive, ordinary share equivalents including those from warrants and convertible notes, if any, are not considered in the computation. At March 31, 2025 and December 31, 2024, there were and ordinary share equivalents, respectively, which were anti-dilutive.
Segments
Operating segments are defined as components of an entity for which separate financial information is available. The Chief Operating Decision Maker (“CODM”), CEO Javier Selgas, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company presents financial information about its operating segment and geographical areas in Note 13 to the consolidated financial statements.
Reclassifications
Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. There was no material impact to the consolidated financial statements for these changes.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and by extending the disclosure requirements to entities with a single reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The adoption of ASU 2023-07 has not had a material impact on our financial statements, see “Segments” section of Note 3, Summary of Significant Accounting Policies.
On December 13, 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. The Company adopted ASU 2023-08 for the period ending March 31, 2025.
Accounting Standards Issued But Not Adopted as of March 31, 2025
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, an update that improves income statement expense disclosure requirements. Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions in the notes to their financial statements. These categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments are effective for fiscal years beginning after December 15, 2026, and should be applied prospectively. The adoption of ASU 2024-03 will require us to provide additional disclosures related to certain income statement expenses but otherwise will not materially impact our financial statements.
| 15 |
All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our consolidated financial statements.
NOTE 4 – CAPITALIZED SOFTWARE
Capitalized software consists of the following at:
March 31, 2025 | December 31, 2024 | |||||||
| Capitalized software | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Capitalized software, net | $ | $ | ||||||
Amortization expense for the three months ended March
31, 2025 and 2024 was $
Estimated amortization for capitalized software for future periods is as follows:
| 2025 (excluding the three months ended March 31, 2025) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| $ |
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following at:
March 31, 2025 | December 31, 2024 | |||||||
| Equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense for the three months ended March
31, 2025 and 2024 was $
| 16 |
NOTE 6 – CRYPTOCURRENCIES
As of March 31, 2025, the Company held approximately
FET Tokens, with a fair value of $
FET tokens are the utility token and the key medium of exchange on the Fetch.ai network. These tokens meet the definition of a crypto asset under ASC 350-60 and are accounted for as intangible assets measured at fair value, with changes in fair value recognized in net income each reporting period. As the purchase occurred on March 31, 2025, at the end of the reporting period, there was no change in fair value during the period. As a result, no gain or loss was recognized in the consolidated statements of operations for the three months ended March 31, 2025. The FET tokens are classified as Level 1 fair value measurements under ASC 820, as fair value is determined based on quoted prices on active markets.
FET tokens are subject to significant risks, including market volatility, liquidity constraints, and regulatory uncertainty. The Company does not currently hedge its exposure to crypto asset price fluctuations and may be subject to gains or losses in future reporting periods
NOTE 7 – ACCRUED EXPENSES
Accrued expenses consist of the following at:
March 31, 2025 | December 31, 2024 | |||||||
| Accrued freight costs | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interest on convertible note | ||||||||
| Accrued professional services | ||||||||
| Other accrued liabilities | ||||||||
| Total accrued expenses | $ | $ | ||||||
The Company has an Equity Incentive Plan (the “Plan”) under which the Company may grant restricted stock awards and stock options for up to ordinary shares. Both incentive stock options and non-qualified stock options expire ten years from the date of the grant or 90 days after the termination of employment of the grantee. For further information on the Company’s stock-based compensation plans, refer to Note 7 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
NOTE 9 – SHORT-TERM BORROWINGS AND NOTES PAYABLE
Short-Term Borrowings
On March 7, 2019, the Company entered into a short-term
promissory note (“2019 Note”) with a lender (the “2019 Note Lender”) which provides the Company a revolving line
of credit. On July 12, 2022, the note was amended to increase the maximum principal amount that could be advanced withdrawn under the
line of credit to $
The borrowing base of the revolving line of credit
is limited to stated percentages for different categories of eligible accounts receivable. Under the revolving line of credit, if the
aggregate principal amount of the outstanding advances exceeds the applicable borrowing base, the Company must repay the lender an amount
equal to the difference between the outstanding principal balance of the revolving line of credit and the borrowing base. The note requires
monthly payments of interest. Interest accrues on the outstanding principal at a rate equal to Prime Rate as set out in the Wall Street
Journal from time to time with a floor of
The outstanding principal amount on short-term borrowings
is $
| 17 |
Notes Payable
On March 11, 2024, the Company entered into a Term
Note Purchase Agreement with Freight Opportunities LLC to secure a term loan of $
On June 4, 2024, the Company executed another Term
Note Purchase Agreement with Freight Opportunities LLC, resulting in an additional term loan of $
The Company has the option to prepay the term loans, in whole or in part, without incurring any penalties.
On September 3, 2024, the Company entered into a Cancellation
Agreement with Freight Opportunities, LLC to cancel the principal and interest outstanding under the Term Note Purchase Agreement of $
NOTE 10 – CONVERTIBLE DEBT
On January 3, 2023, the Company and Freight Opportunities
LLC (the “Noteholder”) entered into a Securities Purchase Agreement pursuant to which the Company issued to the Noteholder
a convertible promissory note in the principal amount of up to $
On September 3, 2024, the Company entered into a Cancellation
Agreement with Freight Opportunities, LLC to cancel the fair value of $
The Company recorded interest
expense pursuant to the stated interest rates on the Note in the amounts of $
NOTE 11 – INCOME TAXES
Income tax provisions for interim
periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant,
infrequent, or unusual items related specifically to interim periods. Income tax expense of $
NOTE 12 – LEASES
In November 2022, Fr8App entered into a lease agreement
for 31 workstations in Monterrey, Mexico for a
The Company entered into a lease agreement for office space in Mexico City to accommodate three to five employees on February 1, 2024. That lease was renewed on February 1, 2025. In October 2020, the Company entered into a work-suites arrangement for a workspace in an office located in The Woodlands, Texas, on a month-to-month basis, which continues in effect.
Total rent expense for the three months ended March
31, 2025 and 2024, was approximately $
| 18 |
NOTE 13 – SEGMENT INFORMATION
Geographic long-lived asset information presented below is based on the physical location of the assets at the end of year. Long-lived assets including intangible assets, capitalized software, property and equipment and security deposits, by geographic region, are as follows at:
March 31, 2025 | December 31, 2024 | |||||||
| United States | $ | $ | ||||||
| Mexico | ||||||||
| Total long-lived assets | $ | $ | ||||||
The following table summarizes the Company’s total revenue by geographic area based on the billing address of the customers:
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| United States | $ | $ | ||||||
| Mexico | ||||||||
| Total revenue | $ | $ | ||||||
NOTE 14 – WARRANTS
The table below summarizes the Company’s warrant activities for the first three months of 2025:
| Number of Ordinary | Number of Series | Number of Series Seed |
Exercise | Weighted Average | ||||||||||||||||
| Shares | A, B, C, D | Shares | Price Range | Exercise | ||||||||||||||||
| Warrants (*) | Warrants (*) | Warrants | Per Share | Price | ||||||||||||||||
| Balance at December 31, 2024 | $ | to | $ | |||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ||||||||||||||||||||
| Converted | ||||||||||||||||||||
| Exercised | ||||||||||||||||||||
| Adjustments due to triggering events | ||||||||||||||||||||
| Balance at March 31, 2025 (Unaudited) | $ | to |
$ | |||||||||||||||||
| (*) |
The Ordinary shares warrants carry a cashless exercise
feature in which if the resale by the holder of the warrant shares issuable upon exercise of the warrants is not available to be issued
to the warrant holder without legend or other restrictions, the warrant holder can elect to receive upon such exercise the higher of (i)
During the three months ended March 31, 2025,
| 19 |
Series A, B, C, and D Warrants
conversion price are
The Ordinary shares warrants carry a cashless exercise
feature in which if the resale by the holder of the warrant shares issuable upon exercise of the warrants is not available to be issued
to the warrant holder without legend or other restrictions, the warrant holder can elect to receive upon such exercise the higher of (i)
During the year ended December 31, 2024,
NOTE 15 - DEFINED CONTRIBUTION PLAN
NOTE 16 – STOCKHOLDERS’ EQUITY
On the date of the Merger, the Company adopted Hudson’s Memorandum and Articles of Association (“MAA”). On March 23, 2023, the MAA was amended by the Company, and further amended on June 30, 2023, February 2, 2024, June 12, 2024, January 24, 2025 and on January 31, 2025.
The Company is authorized under the MAA as amended, to issue an unlimited number of shares divided as follows:
Number of Shares | Par Value Per Share | |||||||
| Ordinary Shares | par value | |||||||
| Series Seed Preferred Shares | $ | |||||||
| Series A1A Preferred Shares | $ | |||||||
| Series A2 Preferred Shares | $ | |||||||
| Series A4 Preferred Shares | $ | |||||||
| Series B Preferred Shares | $ | |||||||
| Blank Check Preferred Shares | par value | |||||||
Holders of Ordinary Shares are entitled to one vote for each share of Ordinary Share held at all meetings of stockholders. The holders of Preferred Shares shall not be entitled to vote on any resolution of shareholders, except in relation to a variation of the rights of the Preferred Shares.
The MAA contained certain restrictions on the Company’s ability to pay dividends on its Ordinary Shares without also simultaneously paying dividends on the Preferred Shares. The holders Preferred Shares shall be entitled to receive dividends equal (on an as-if-converted-to-Ordinary Shares basis) to and in the same form as dividends actually paid on Ordinary Shares when, as and if such dividends are paid on Ordinary Shares.
| 20 |
The Preferred Shares are convertible, at the option of the holder thereof, at any time into such number of fully paid and non-assessable Ordinary Shares at the applicable Conversion Price as detailed in the MAA and subject to certain adjustments such as reorganization, recapitalization, reclassification, consolidation, distributions payable in Ordinary Shares, subdivision or combination of Ordinary Shares.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event (as defined in the MAA) the consideration or proceeds available for distribution, as the case may be, were to be distributed to the holders of Preferred Shares and the holders of Ordinary Shares, pro rata based on the number of shares held by each shareholder, treating for this purpose all such securities as if they had been converted to Ordinary Shares pursuant to the terms of the MAA immediately prior to such liquidation, dissolution or winding up of the Company.
As long as any of the Preferred Shares are outstanding, the Company shall not do certain actions, including changing certain rights of Preferred Shares without the written consent or affirmative approval of the holders of a majority of the then outstanding of each class of Preferred Shares.
Issuances of Shares During the Year Ended December 31, 2024
The Company issued a total ordinary shares
from conversion of Series A4 preferred shares at a conversion ratio of
Offering of Shares
During the year ended December 31, 2024, the Company
entered into an At The Market (“ATM”) Offering Agreement to offer and sell shares of our Common Stock having an aggregate
offering price of up to $
Restructuring of Par Value
On June 12, 2024, in connection with the offering of the Shares, the Company effected a restructuring of par value of ordinary shares (the “Restructuring of Par Value”) and filed an Amended and Restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the British Virgin Islands, to decrease the par value of the Company’s ordinary shares outstanding from $ per share to no par value each. The Restructuring of Par Value affected all the shareholders of ordinary shares uniformly. The Restructuring of Par Value did not affect the number of the Company’s authorized shares.
The different classes of preferred stock issued are set forth below:
| March 31, 2025 | December 31, 2024 | |||||||
| Series Seed Preferred Shares | ||||||||
| Series A1A Preferred Shares | ||||||||
| Series A2 Preferred Shares | ||||||||
| Series A4 Preferred Shares | ||||||||
| Series B Preferred Shares | ||||||||
| Total | ||||||||
| 21 |
February 5, 2024 Reverse Stock Split
The Company effected a
September 25, 2024 Reverse Stock Split
The Company effected a
Entry into Material Definitive Agreement
On February 3, 2025, the Company completed a private
placement with certain investors, wherein a total of Series A4 preferred shares of the Company, par value $ per share
(the “Preferred Shares”), with each investor receiving Preferred Shares, for a total purchase price of approximately
$
In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors containing customary representations and warranties. Pursuant to the Purchase Agreement the Company will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Ordinary Shares issuable upon conversion of the Preferred Shares, no later than March 30, 2025, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective at the as soon as possible thereafter, but in any event no later than 90 days of the Closing Date (as defined under the Purchase Agreement). The Company will be obliged to pay certain liquidated damages to the investors if the Company fails to file the Registration Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the Securities Purchase Agreement. The maximum amount of such liquidated damages payable shall not exceed 20% of the aggregate reference price of the Preferred Shares sold hereunder.
Entry into Material Definitive Agreement
On March 31, 2025, the Company entered into a Securities
Purchase Agreement, dated as of March 31 2025 with Fetch Compute, Inc. wherein the Company sold and the Purchaser purchased
Series A4 preferred shares of the Company, par value $ per share for a total purchase price of approximately $
NOTE 17 – COMMITMENTS AND CONTINGENCIES
Legal
The Company is subject, from time to time, to claims by third parties under various legal disputes. Defending such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. As of March 31, 2025, the Company did not have any pending legal actions.
NOTE 18 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through May 15, 2025 the date that the consolidated financial statements were available for issuance.
On
April 29, 2025 the Company entered into an agreement for the issuance of convertible notes through a facility of up to USD
$
| 22 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such condensed financial statements and notes thereto set forth elsewhere herein.
Use of Terms
Except as otherwise indicated by the context and for the purposes of this Quarterly Report on Form 10-Q:
| ● | “3PL” refers to third party logistics services, a term used to describe services that help merchants manage their supply chain. Common 3PL services include freight services, warehouse and inventory management, order fulfillment, shipping coordination, retail distribution, exchanges, and returns; | |
| ● | “AI” refers to artificial intelligence; | |
| ● | Amended Memorandum and Articles” refer to the amended and restated memorandum and articles of association in force on the date of this Quarterky Report; | |
| ● | “BVI Act” refers to the BVI Business Companies Act (As Revised); | |
| ● | “China” or “PRC” refers to the People’s Republic of China, and solely for the purpose of this Quarterly Report, excluding Taiwan, Hong Kong and Macau; | |
| ● | “Fr8App” refers to Freight App, Inc., our primary operating subsidiary and where applicable, the brand name of our platform focused on FTL; | |
| ● | “FTL” refers to full truckload freight. FTL freight is used for shipments that require taking up the space available on an entire truck. With FTL, a single shipper’s goods are the only freight moving on an individual truck. FTL can be provided on a variety of trucks depending on the underlying goods being transported, i.e., a dry van, refrigerated, flatbeds and others; | |
| ● | “LTL” refers to less than truckload freight. LTL is used for shipments when multiple shippers’ freight is on the same trailer rather than having a single company’s freight exclusively on an individual trailer. Several LTL shipments are combined into one truck to fill it as near to capacity as possible, the trailer is transported over a longer haul distance and is then unpacked and disaggregated at the destination. LTL is especially appropriate for the needs of small businesses that may require frequent, smaller volume shipments and are not able to economically make use of a full trailer; | |
| ● | “Merger” refers to the consummation of that certain merger agreement, dated December 13, 2021, and as amended on December 29, 2021 (the “Merger Agreement”) by and among Hudson Capital, Inc., Hudson Capital Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Hudson Capital Inc. (“Merger Sub I”), Fr8App and ATW Master Fund II, L.P., as the representative of the stockholders of Fr8App (the “Stockholders’ Representative”) whereby Merger Sub I merged with and into Fr8App, with Fr8App surviving the Merger and continuing as a direct wholly-owned subsidiary of the Company. The Merger closed on February 14, 2022 and the separate corporate existence of Merger Sub I and its Certificate of Incorporation and by-laws then in effect ceased, and the organizational documents of Fr8App after the Merger is in the form as agreed by the Company and Fr8App; | |
| ● | “shares,” “ordinary shares” or “Ordinary Share” refers to the Company’s ordinary shares with no par value per share. Unless otherwise noted, the share and per share information in this report have been adjusted to give effect to the one-for-ten (1-for-10) reverse stock split of the outstanding ordinary shares which became effective on March 24, 2023, one-for-ten (1-for-10) reverse stock split of the outstanding ordinary shares which became effective on February 24, 2024 and the one-for-twenty-five (1-for-25) reverse stock split of the outstanding common stock which became effective on September 25, 2024. |
| 23 |
| ● | “U.S.” means the United States of America; | |
| ● | “U.S. GAAP” refers to generally accepted accounting principles in the United States; | |
| ● | “we,” “us,” “our,” the “Company,” “Freight Technologies, Inc.,” and “our company” refer to the operations of Freight Technologies, Inc., a British Virgin Islands business company. | |
| ● | “$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States; and | |
| ● | all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. |
Note Regarding Trademarks, Trade Names and Service Marks
We use various trademarks, trade names and service marks in our business. For convenience, we may not include the ℠, ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | growth strategies; | |
| ● | future business development, results of operations and financial condition; | |
| ● | any statement concerning the attraction and retention of highly qualified personnel; | |
| ● | our ability to attract and retain users and customers and generate revenue and profit from our customers; | |
| ● | any statements concerning Fr8Tech’s financial performance; | |
| ● | any statements regarding expectations concerning Fr8Tech’s relationships and actions with third parties; and | |
| ● | future regulatory, judicial and legislative changes in Fr8Tech’s industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “2024 Annual Report”), and elsewhere in this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
Overview
Freight Technologies, Inc. (Nasdaq: FRGT) (“Fr8Tech”), through its wholly-owned subsidiary, Fr8App, and Fr8App’s wholly-owned Mexico subsidiary, Freight App de México, S.A De C.V. (“Freight App Mexico”) is a technology company primarily involved in the freight management business. We offer a diverse portfolio of proprietary platform solutions powered by artificial intelligence (“AI”) and machine learning to optimize and automate the supply chain process. Freight logistics operations and our Fr8App marketplace solution, begins with parties connecting their transportation needs (“Shippers”) with those offering freight transportation services (“Carriers”). Within the demand and supply equation, Shippers seeking suitable means of transportation for their goods or products represent demand and Carriers with freight transportation capabilities represent supply. Focused on addressing the distinct challenges within the supply chain ecosystem, the Company’s portfolio of solutions includes the Fr8App platform for seamless over-the-road (“OTR”) business-to-business (“B2B”) cross-border shipping across the USMCA region; Fr8Now, a specialized service for LTL shipping; Fr8Fleet, a dedicated capacity service for enterprise clients in Mexico; Waavely, a digital platform for efficient ocean freight booking and management of container shipments between North America and ports worldwide; and, Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (“TMS”) for brokers, Shippers, and other logistics operators. Together, each product is interconnected within a unified platform to connect Carriers and Shippers and significantly improve matching and operation efficiency via innovative technologies such as live pricing and real-time tracking, digital freight marketplace, brokerage support, transportation management, fleet management, and committed capacity solutions. More information on the Company and its service offerings is available on its corporate website, fr8technologies.com.
Our Historical Performance
As of March 31, 2024, the Company had an accumulated deficit of $46,518,825 and cash balance of $416,476. During the three months ended March 31, 2025 and the year ended December 31, 2024, we had a net loss of $1,602,046 and $5,601,227, respectively. To date, the Company has financed its operations primarily through capital raises and sales of its services. In September 2022, the Company filed the Shelf Registration Statement, which was declared effective by the SEC on September 26, 2022, for potential offerings of up to $15,000,000 in aggregate, subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000. In May 2024, the Company entered into the ATM Sales Agreement, and filed a prospectus supplement to the Shelf Registration Statement for the ATM Financing for gross proceeds of up to $2,300,000. In June 2024, the Company filed an additional prospectus supplement to the Shelf Registration Statement to increase the maximum gross proceeds to $4,750,000. In February 2025, the Company raised $3,000,000 from proceeds from the issuance of Series A4 preferred shares. Based on the Company’s existing cash resources and the cash expected to be received from future planned financings, it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through December 31, 2025 and for at least 12 months beyond that period.
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Key Factors Affecting Our Financial Performance
The demand for our platform and our related services is dependent upon overall economic conditions in North America. General economic factors, including the amount of international trade across North America may affect our Shipper clients’ needs for our services. A slowdown in economic activity, an increase in unemployment, a decline in real personal income, among other economic conditions, may affect individuals’ level of disposable income and the consequent effect on international trade. This may reduce Shippers’ needs to transport goods and their need to use our platform.
Trends
Fr8Tech believes the growing interest in digital freight matching platforms shows that traditional 3PL providers recognize the sweeping technological shifts in the industry. We are offering solutions that significantly improve end-to-end freight procurement transactions to market participants. During the last five years, the industry experienced significant swings in supply, demand and costs due to distortions in both domestic and global markets resulting from the global pandemic caused by the virus known as COVID-19 and its follow-on effects. This substantial supply chain volatility has led large and small freight brokers to, among other tactics, pivot toward more abundant and secure sources of freight capacity available in a digital marketplace and facilitated by software portals and platforms. Fr8Tech believes supply chain management will continue to evolve into increasingly digital forms and interactive marketplace platforms. As it does, Fr8Tech believes digital brokers, will play an increasingly integral role in easing capacity constraints, opening up new lanes, and providing a benchmarking tool for Shippers.
While the COVID-19 pandemic is largely behind us, Fr8Tech believes the pandemic changed the current nature of global commerce and shipping. Putting aside the recently increased import tariffs and threats of other possible restrictive trade policies of the Trump administration, the near-shoring phenomenon continues to point towards more freight crossing over the U.S. border with Mexico and a lesser extent, Canada, as manufacturers and producers seek to move operations closer to customers. Additionally, trucking capacity remains not steadily available in the Mexican domestic and across border markets. Fr8Tech believes that these conditions are creating a market opportunity for digital brokers to facilitate and improve the connections necessary to enable cross-border commerce.
Results of Operations
Select Financial Data
The following table presents the selected consolidated financial information for our Company. All numbers are presented in United States Dollars. The selected consolidated statements of comprehensive income data for the quarters ended March 31, 2025, and 2024, and the consolidated balance sheets data as of March 31, 2025, and December 31, 2024, have been derived from our consolidated financial statements, which are consistent with numbers reported in our prior annual filings.
Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” below. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP.
| Three Months Ended | Three Months Ended | |||||||
| (US$) | March 31 2025 | March 31, 2024 | ||||||
| Revenue | $ | 4,100,640 | $ | 4,287,760 | ||||
| Cost and expenses | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 3,593,300 | 4,056,627 | ||||||
| Compensation and employee benefits | 1,254,789 | 1,454,341 | ||||||
| General and administrative | 596,753 | 731,537 | ||||||
| Sales and marketing | 16,045 | 18,794 | ||||||
| Depreciation and amortization | 103,854 | 110,207 | ||||||
| Total Cost and expenses | 5,564,741 | 6,371,506 | ||||||
| Operating Loss | (1,464,101 | ) | (2,083,746 | ) | ||||
| Other income and (expenses) | ||||||||
| Interest expense net | (134,864 | ) | (172,704 | ) | ||||
| Total other expense | $ | (134,864 | ) | $ | (172,704 | ) | ||
| Loss before income taxes | (1,598,965 | ) | (2,256,450 | ) | ||||
| Income tax expense | 3,081 | - | ||||||
| Net loss | $ | (1,602,046 | ) | $ | (2,256,450 | ) | ||
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Revenues
Fr8Tech’s revenues decreased to $4,100,640 for the three months ended March 31, 2025 from $4,287,760 for the three months ended March 31, 2024, a reduction of $187,120 and 4.4% on year-over-year basis. The year-over-year decrease was primarily driven by lower dedicated capacity revenue following the Company’s decision to conclude Fr8Fleet services brokered through a Mexico-based 3PL.
Costs of Revenue
Fr8Tech’s cost of revenue, exclusive of depreciation and amortization, decreased to $3,593,300 for the three months ended March 31, 2025, from $4,056,627 for the three months ended March 31, 2024, a reduction of $463,327 and 11.4% on a year-over-year basis. Year-over-year cost of revenue decreased primarily due to the decline in revenue, management’s focus on higher margin customers and routes, and a stronger US dollar relative to the Mexican peso.
Compensation and Employee Benefits
Fr8Tech’s compensation and employee benefits expenses were $1,254,789 for the three months ended March 31, 2025 compared to $1,454,341 for the three months ended March 31, 2024, which was a $199,552 or 13.7% decrease on a year-over-year basis. The decrease was primarily due to lower headcount in Q1 2025 following the elimination of approximately 20 positions across most functions in an effort to streamline operations and reduce costs.
General and Administrative
General and administrative expenses were $596,753 for the three months ended March 31, 2025 compared to $731,537 for the three months ended March 31, 2024, which was a decrease of $134,784 or 18.4%, primarily due to lower spend on outside professional services and insurance.
Sales and Marketing
Sales and marketing expenses were $16,045 for the three months ended March 31, 2025 compared to $18,794 for the three months ended March 31, 2024, which was a decrease of $2,749 or 14.6%. The decrease in sales and marketing expenses lower online advertising and lower spend on industry events.
Depreciation and Amortization
Depreciation and amortization expenses represent the amortization of previously capitalized software development costs, as appropriate, and depreciation expenses related to Fr8App’s fixed assets. This expense decreased $6,353 to $103,854 for the three months ended March 31, 2025, from $110,207 for the three months ended March 31, 2024.
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Other income and expenses
Interest expense for the three months ended March 31, 2025 decreased to $134,864 from $172,704 for the three months ended March 31, 2024, or by $38,601 primarily due lower borrowing against the Company’s revolving credit facility.
Liquidity and Going Concern
Fr8Tech has historically met its cash needs through a combination of cash flows from operating activities, term loans, promissory notes, bonds, convertible notes, private placement offerings and sales of equity. Fr8Tech’s cash requirements are generally for operating activities and debt repayments. Fr8Tech funded its early operations with a combination of debt and equity and we continue to work to position the Company to operate on a go-forward basis with a minimal amount of long-term debt and other borrowings. On January 3, 2023, Fr8Tech closed on a $6.6 million convertible note facility with a private investor, which was increased to $9.9 million in April 2023. The convertible note was mostly converted to equity during 2023. The balance of the convertible note of $219 thousand as of June 30, 2024, was extinguished in September 2024. The Company entered into a $750 thousand 1-year term note purchase agreement with Freight Opportunities, LLC on March 11, 2024, and an additional term note for $125 thousand with Freight Opportunities, LLC on June 4, 2024. Both promissory notes were also extinguished in September 2024. On February 3, 2025, the Company raised $3.0 million through the issuance of Series A4 preferred shares.
Our combined accounts receivable and unbilled receivable balance of $5.9 million at March 31, 2025, increased by $1.8 million or 45.1% from 2025 $4.1 million at December 31, 2024, primarily due to lower collections compared to the prior quarter.
As of March 31, 2025, Fr8Tech’s accounts payable, short-term borrowings and accrued expenses increased by $750 thousand or 12.4% to $6.8 million compared to December 31, 2024, due mostly to higher accrued expenses and increased borrowing on the revolving credit facility. At March 31, 2025, Fr8Tech had net working capital of $349 thousand.
In March 2019, we secured a revolving line of credit that is used to assist with managing our working capital needs. The maximum principal amount that may be drawn under the line of credit was increased since then to $5 million, which remains in place. As of March 31, 2025, and December 31, 2024, the amount drawn under this facility was $3.8 million $3.3 million, respectively. We continue to incur short-term debt with this facility, which is collateralized by our accounts receivable, and we expect to maintain this debt facility to support ongoing operations.
As shown in the accompanying consolidated financial statements as of March 31, 2025, we had an accumulated deficit of approximately $46.5 million, short-term debt of $3.8 million, unrestricted cash of approximately $0.4 million and a working capital of approximately $0.3 million. In addition, for the quarter ended March 31, 2025, and for the year ended December 31, 2024, we reported operating losses and negative cash flows from operations.
Most of cash resources of the Company fund operating activities. Through March 31, 2025, we have financed our operations primarily with the proceeds from the sale and issuance of our ordinary and preferred shares, convertible promissory notes, promissory notes and debt.
If we are unable to raise additional capital moving forward, our ability to operate in the normal course and continue to invest in our business may be materially and adversely impacted and we may be forced to scale back operations or divest some or all of our assets.
As a result of the above, in connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
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Cash flows
Comparison of the Three Months ended March 31, 2025, and March 31, 2024
The following table summarizes our sources and uses of cash for the three Months ended March 31, 2025, and March 31, 2024.
| (US$) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||
| Net cash used in operating activities | (3,096,429 | ) | (3,262,455 | ) | ||||
| Net cash used in investing activities | (73,499 | ) | (88,280 | ) | ||||
| Net cash provided by financing activities | 3,421,713 | 2,149,198 | ||||||
| Net effect of exchange rates on cash | (39,341 | ) | 24,414 | |||||
| Net increase (decrease) in cash and cash equivalents | 251,785 | (1,201,537 | ) | |||||
Cash flows used in Operating Activities
For the three months ended March 31, 2025, net cash used in operating activities was $3,096,429 primarily driven by a net loss of $1,602,046 and cash used for working capital of $1,823,320. The change in working capital was mainly due to increased accounts and unbilled receivables of $249,771 and $1,504,593, respectively.
For the three months ended March 31, 2024, net cash used in operating activities was $3,262,455 primarily driven by a net loss of $2,256,450 and cash used for working capital of $1,844,126. The change in working capital was mainly due to increased accounts receivables of $887,971 and decreased accounts payable and accrued expenses of $187,550 and $930,936, respectively.
Cash flows used in Investing Activities
For the three months ended March 31, 2025, net cash used in investing activities was $73,499, mostly for software development efforts for additional functionalities and capabilities of the Fr8App platform and related offerings, as well as building out Fleet Rocket.
For the three months ended March 31, 2024, net cash used in investing activities was $88,280, mostly for software development efforts for additional functionalities and capabilities of the Fr8App platform and related offerings.
Cash flows provided by Financing Activities
For the three months ended March 31, 2025, net cash provided by financing activities was $3,421,713 attributable to proceeds from the issuance of Series A4 shares and proceeds from short-term borrowings.
For the three months ended March 31, 2024, net cash provided by financing activities was $2,149,198 primarily attributable to proceeds from the issuance of a $750,000 promissory note and $1,450,877 of net proceeds from short-term borrowings.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
| ITEM 1. | LEGAL PROCEEDINGS. |
During the three months ended March 31, 2025, there were no material pending legal proceedings or material developments in pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or of which any of their property is the subject.
| ITEM 1.A. | RISK FACTORS |
There are no material changes from the risk factors previously disclosed in Item 1A “Risk Factors” of the 2024 Annual Report.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Unregistered Sales of Equity Securities
During the three months ended March 31, 2025, we did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed in a Current Report on Form 8-K.
Purchases of Equity Securities
Other than as previously disclosed in Current Reports on Form 8-K, no repurchases of our ordinary shares were made during the three months ended March 31, 2025.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
| ITEM 5. | OTHER INFORMATION. |
No information was required to be disclosed in a Current Report on Form 8-K during the three months ended March 31, 2025 but was not reported.
None of our directors or “officers,” as
defined in Rule 16a-1(f) under the Exchange Act,
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| ITEM 6. | EXHIBITS. |
| † | Executive compensation plan or arrangement |
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Date: May 16, 2025 | FREIGHT TECHNOLOGIES, INC. | |
| /s/ Javier Selgas | ||
| Name: | Javier Selgas | |
| Title: | Chief Executive Officer | |
|
|
(Principal Executive Officer) | |
| /s/ Donald Quinby | ||
| Name: | Donald Quinby | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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