Hudson Capital Inc. (NASDAQ: HUSN) (Hudson Capital) and FreightHub,
Inc. (Fr8Hub), a North American transportation logistics platform
company focused on US-Mexico cross-border shipping, have continued
to make progress in their plans to merge. On November 12, 2020,
Hudson Capital filed with the Securities and Exchange Commission
(SEC), a Registration Statement on Form S-4, including a
preliminary joint proxy statement relating to the planned merger
between Hudson Capital and Fr8Hub. In addition, on November
12, 2020, Hudson Capital received a notice from NASDAQ Regulation
informing Hudson Capital that for the last 10 consecutive business
days, from October 29 to November 11, 2020, the closing bid price
of Hudson Capital’s ordinary shares had been $1.00 or greater per
share and accordingly, Hudson Capital had regained compliance with
Listing Rule 5550(a)(2) and the issue with maintaining a minimum
bid price of its shares was now closed.
About FreightHub, Inc.
FreightHub, Inc. (Fr8Hub) makes shipping simple, transparent,
and efficient. A transportation logistics platform company, Fr8Hub
focuses on truckload freight for US-Mexico cross-border, domestic
Mexico and domestic US. As an established digital freight
marketplace, broker, transportation management system (TMS) and
public API, Fr8Hub uses its proprietary technology platform to
connect carriers and shippers and significantly improve matching
and operation efficiency via innovative technologies such as live
pricing and real-time tracking.
About Hudson Capital Inc.
Incorporated in 2014, Hudson Capital Inc. (formerly known as
China Internet Nationwide Financial Services Inc. (NASDAQ: HUSN))
commenced its business by providing financial advisory services to
small and medium size companies. The traditional business segments
include commercial payment advisory, intermediary bank loan
advisory and international corporate financing advisory services
which help clients to meet their commercial payment and investment
needs. For more information, about Hudson Capital, please see the
documents filed by Hudson Capital with the SEC at www.sec.gov.
Important Information About the Proposed
Merger Transaction and Where to Find
It
In connection with the proposed merger, Hudson Capital intends
to file relevant materials with the Securities and Exchange
Commission (the “SEC”), including a Registration Statement on Form
S-4 (the “Form S-4”), which includes and serves as a proxy
statement/prospectus for Hudson Capital’s shareholders and a
prospectus for Fr8Hub’s stockholders. Promptly after the Form S-4
is declared effective by the SEC, Hudson Capital will mail the
definitive proxy statement/prospectus and a proxy card to each
shareholder entitled to vote at the special meeting on the merger
and the other proposals set forth in the proxy statement.
SHAREHOLDERS OF HUDSON CAPITAL ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT HUDSON
CAPITAL WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDSON CAPITAL,
FREIGHTHUB AND THE MERGER. The definitive proxy
statement/prospectus and other relevant materials in connection
with the merger (when they become available), and any other
documents filed by Hudson Capital with the SEC, may be obtained
free of charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Hudson Capital and its directors and executive officers may be
deemed participants in the solicitation of proxies from Hudson
Capital’s shareholders with respect to the merger. A list of the
names of those directors and executive officers and a description
of their interests in Hudson Capital will be included in the
prospectus/proxy statement for the proposed merger and be available
at www.sec.gov. Additional information regarding the interests of
such participants will be contained in the prospectus/proxy
statement for the proposed merger when available. Information about
Hudson Capital’s directors and executive officers and their
ownership of ordinary shares of Hudson Capital is set forth in
Hudson Capital’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission on June 15, 2020, These
documents can be obtained free of charge from the sources indicated
above.
Fr8Hub and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Hudson Capital in connection with the proposed
merger. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
merger will be included in the prospectus/proxy statement for the
proposed merger.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Hudson Capital’s
and Fr8Hub’s actual results may differ from their expectations,
estimates, and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Hudson Capital’s and Fr8Hub’s expectations with respect
to future performance and anticipated financial impacts of the
proposed acquisition, the satisfaction of the closing conditions to
the proposed acquisition, and the timing of the completion of the
proposed acquisition.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from those discussed in the forward-looking statements.
Most of these factors are outside Hudson Capital’s and Fr8Hub’s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the definitive merger agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Hudson Capital or Fr8Hub following the
announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed acquisition,
including due to failure to obtain approval of the shareholders of
Hudson Capital and stockholders of Fr8Hub, certain regulatory
approvals, or satisfy other conditions to closing in the Agreement;
(4) the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Agreement or could
otherwise cause the transaction to fail to close; (5) the impact of
COVID-19 pandemic on Fr8Hub’s business and/or the ability of the
parties to complete the proposed acquisition; (6) the inability to
obtain or maintain the listing of Hudson Capital’s shares of common
stock on Nasdaq following the proposed merger; (7) the risk that
the proposed acquisition disrupts current plans and operations as a
result of the announcement and consummation of the proposed merger;
(8) the ability to recognize the anticipated benefits of the
proposed merger, which may be affected by, among other things,
competition, the ability of Fr8Hub to grow and manage growth
profitably, and retain its key employees; (9) costs related to the
proposed merger; (10) changes in applicable laws or regulations;
(11) the possibility that Hudson Capital or Fr8Hub may be adversely
affected by other economic, business, and/or competitive factors;
(12) risks relating to the uncertainty of the projected financial
information with respect to Fr8Hub; (13) risks related to the
organic and inorganic growth of Fr8Hub’s business and the timing of
expected business milestones; and (14) other risks and
uncertainties indicated from time to time in the prospectus/proxy
statement on the Form S-4, relating to the proposed merger,
including those under “Risk Factors” therein, to be filed by Hudson
Capital and in Hudson Capital’s other filings with the SEC. Hudson
Capital cautions that the foregoing list of factors is not
exclusive. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. Hudson Capital and
Fr8Hub caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Hudson Capital and Fr8Hub do not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed merger. This press release shall also
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Fr8Hub
Contact:
Moriah Shilton or Kirsten Chapman, LHA Investor Relations,
fr8hub@lhai.com, 415.433.3777
Hudson Capital
Contact:
Hon Man Yun, Chief Financial Officer, man@hudsoncapitalusa.com,
(852) 98047102
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