Business Context and Reporting Period
This Form 6-K filing by Freight Technologies, Inc. covers the month of December 2025, with a report date of December 12, 2025. The filing discloses a material transaction entered into on December 9, 2025, involving the acquisition of a loan portfolio and servicing platform.
Key Financial Metrics and Transaction Details
- Transaction Value: $5,500,000 aggregate stated value.
- Consideration: Issuance of Series C-1 Convertible Preferred Shares (par value $0.0001, stated value $1.00 per share).
- Alternative Consideration: If shares are not issued by December 31, 2025, the Company must pay $5,500,000 in cash.
- Target Asset (JAK Solar): Portfolio of 62 active U.S. residential solar loans.
- Portfolio Principal: $1,846,848 outstanding principal and interest through maturity (as of November 30, 2025).
- Portfolio Maturity: Weighted average of 9.6 years.
- Historical Cash Receipts (JAK Solar): $314,810 for the year ended December 31, 2024; $246,587 for the nine months ended September 30, 2025.
- Historical Write-offs (JAK Solar): $82,576 aggregate principal and accrued interest written off since January 1, 2024.
Material Changes and Transaction Terms
The Company entered into a Share Purchase Agreement to acquire JAK Solar Loans 1 Limited from DIP SPV I, L.P. Key terms include:
- Closing Deadline: Must occur within 10 days of the agreement date (by December 19, 2025) and no later than December 31, 2025.
- Conversion Mechanics: Initial conversion price is based on the lower of 120% of the market price at closing or a formula involving the lowest 7-day VWAP and 20% of the Nasdaq Minimum Price.
- Ownership Cap: Conversion is restricted if it results in beneficial ownership exceeding 9.99% of outstanding ordinary shares.
- Termination Rights: The Seller may terminate if closing does not occur within 7 business days, unless the delay is due to a Seller breach.
- Registration Rights: The Company must include Conversion Shares in future registration statements (excluding Form F-4 or S-8) upon Seller request.
Outlook, Risks, and Contingencies
The filing contains standard forward-looking statements regarding future performance, noting that actual results may vary materially due to risks and uncertainties. Specific contingencies include:
- Closing Conditions: The transaction is subject to satisfaction or waiver of customary conditions.
- Cash Obligation Risk: Failure to issue Preferred Shares by December 31, 2025, triggers a mandatory cash payment of $5,500,000.
- Regulatory Status: The Preferred Shares and Conversion Shares are unregistered, relying on Section 4(a)(2) of the Securities Act.
- Indemnification: The Company has agreed to indemnify the Seller for certain third-party claims related to the transaction.
Investor Verification Checklist
- Verify the Company's current liquidity position to determine if it can meet the $5,500,000 cash obligation if the share issuance fails by December 31, 2025.
- Confirm the exact closing date and whether all closing conditions have been satisfied or waived.
- Review the full text of the Share Purchase Agreement (Exhibit 10.1) for specific representations, warranties, and indemnification limitations.
- Assess the impact of the 9.99% beneficial ownership cap on the Seller's ability to convert shares into ordinary stock.
- Validate the quality and performance of the 62 solar loans in the JAK Solar portfolio, given the historical write-offs of $82,576.