Business Context and Reporting Period
This Form 6-K is filed by Hudson Capital Inc. (not Freight Technologies, Inc.) for the month of December 2021. The filing reports on material definitive agreements entered into during the period, specifically concerning a securities purchase and an amendment to a proposed merger agreement with Freight App, Inc. (Fr8App).
Key Financial Metrics
The filing does not provide standard financial statements (revenue, profit, cash flow, or margins) for the reporting period. However, it discloses specific transaction values:
- Securities Purchase: An aggregate purchase price of $999,502 was received from Steven Oliveira for 499,751 pre-funded warrants.
- Net Proceeds: Approximately $999,502 after expenses.
- Loan Funding: $950,000 of the net proceeds is designated to fund a loan to Freight App, Inc. (Fr8App).
- Debt/Liquidity: The filing references a promissory note issued by Fr8App to Hudson Capital dated September 20, 2021, but does not disclose the total outstanding debt or liquidity position of Hudson Capital.
Material Changes
Significant changes occurred in December 2021 regarding capital raising and merger terms:
- Amendment to Purchase Agreement: On December 16, 2021, the subscription amount with ATW Opportunities Master Fund, L.P. was increased from $862,000 to $2,355,000, and the warrant share count was increased to 1,177,500 ordinary shares.
- Assignment of Warrants: On December 29, 2021, ATW assigned the right to purchase 499,751 pre-funded warrants to Steven Oliveira for $2.00 per warrant. Oliveira immediately converted these warrants into ordinary shares.
- Merger Agreement Amendment: On December 29, 2021, Hudson Capital and Fr8App entered into Amendment No. 1 to their Merger Agreement, redefining "Merger Consideration" and modifying specific schedules and sections of the agreement.
Guidance, Outlook, and Risks
The filing contains extensive forward-looking statements regarding the proposed acquisition of Fr8App. Management cautions that actual results may differ materially from expectations due to significant risks, including:
- Failure to obtain shareholder or regulatory approvals for the merger.
- Termination of the merger agreement due to unforeseen events.
- Impact of the COVID-19 pandemic on Fr8App's business.
- Inability to maintain Nasdaq listing post-merger.
- Uncertainty regarding projected financial information for Fr8App.
- Disruption of current operations and inability to retain key employees.
No specific financial guidance or revenue outlook is provided in this document.
Investor Verification Checklist
- Verify the final terms of the Merger Agreement, specifically the redefined "Merger Consideration" in Amendment No. 1.
- Confirm the status of the $950,000 loan to Fr8App and the terms of the underlying promissory note.
- Review the upcoming prospectus/proxy statement (Form S-4) for detailed risk factors and participant interests.
- Monitor the satisfaction of closing conditions for the securities purchase and the merger.
- Check for any updates on the listing status of Hudson Capital shares on Nasdaq following the proposed transaction.