Freight Technologies, Inc. - Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, dated January 8, 2026, reports on corporate governance actions and a material acquisition completed in December 2025. The filing details amendments to the Company's Memorandum and Articles of Association and the closing of the acquisition of JAK Solar Loans 1 Limited.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on capital structure changes and transaction details rather than operational financial performance.
Material Changes
- Acquisition of JAK Solar: On December 31, 2025, the Company closed the acquisition of all equity interests in JAK Solar Loans 1 Limited.
- Consideration Issued: As payment for the acquisition, the Company issued 5,500,000 Series C Preferred Shares to the seller (DIP SPV I, L.P.).
- Capital Structure Amendments:
- On December 18, 2025, shareholders approved mandatory conversions of existing preferred shares.
- On December 30, 2025, the Board established a new Series C Preferred Share class with 12,000,000 authorized shares and a stated value of $1.00 per share.
Terms of Series C Preferred Shares
- Conversion: Shares are immediately convertible into Ordinary Shares. The conversion price for the Seller is based on the lower of $3.012 or 120% of the market price, subject to a floor price of $0.279.
- Beneficial Ownership Limitation: Conversion is limited to prevent a holder from owning more than 4.99% of outstanding Ordinary Shares, unless notice is given to increase the limit to a maximum of 9.99% (effective 61 days after notice).
- Voting and Liquidation: Shares have no voting rights until converted. In liquidation, holders receive assets as if fully converted to Ordinary Shares.
- Issuance Restriction: No new Series C shares may be issued without the Seller's written consent while the Seller holds any such shares.
Investor Verification Checklist
- Verify the impact of the 5,500,000 Series C Preferred Shares on total outstanding share count and potential dilution upon conversion.
- Review the full text of the Amended and Restated Memorandum and Articles of Association (Exhibits 3.1 and 3.2) for complete legal terms.
- Confirm the financial details and valuation of the JAK Solar Loans 1 Limited acquisition in the December 12, 2025 Form 6-K referenced in the text.
- Monitor the Company's compliance with the Beneficial Ownership Limitation and any notices filed to adjust the 4.99% cap.