false
0001687542
0001687542
2025-01-07
2025-01-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) January 7, 2025
| FREIGHT
TECHNOLOGIES, INC. |
| (Exact
name of registrant as specified in its charter) |
| British
Virgin Islands |
|
001-38172 |
|
87-2792157 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 2001
Timberloch Place, Suite 500, The Woodlands, TX |
|
77380 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (773) 905-5076
| |
| (Former
name or former address, if changed since last report.) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary
Shares, no par value |
|
FRGT |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
Growth Company ☐
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. ☐
Item
4.01. Change in Registrant’s Certifying Accountant.
(a)
Dismissal of independent registered public accounting firm
On
August 22, 2024, Marcum LLP (“Marcum”) was retained as the independent registered public accounting firm of Freight Technologies,
Inc. (the “Company”) for the fiscal year ended December 31, 2024. Marcum has not, however, reported on the Company’s
consolidated financial statements for any interim or annual period. The Company has reviewed its needs and evaluated potential public
accounting firms to determine the most suitable independent registered public accounting firm for the fiscal year ended December 31,
2024. On January 7, 2025, the Company dismissed Marcum, effective immediately. The decision to change the independent registered public
accounting firm was recommended and approved by the Audit Committee of the board of directors of the Company (the “Audit Committee”).
From
the time of appointment on August 22, 2024 through January 7, 2025, there were no “disagreements” (as defined in Item 16F(a)(1)(iv)
of Form 20-F) with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the disagreements in connection with
Marcum’s report.
During
the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through January
7, 2025, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions
related thereto.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company furnished Marcum with a copy of this Current Report on Form 8-K on January
7, 2025, providing Marcum with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission
(the “SEC”) stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of
Regulation S-K and if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of Marcum’s letter
addressed to the SEC relating to the statements made by the Company in this report.
(b)
Appointment of independent registered public accounting firm
On
January 6, 2025, the Company engaged TAAD LLP (“TAAD”) as the Company’s new independent registered public accounting
firm with the approval of the Audit Committee.
During
the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through the
date hereof prior to the engagement of TAAD, neither the Company nor anyone on its behalf consulted TAAD regarding (i) the application
of accounting principles to a specified transaction, either completed or proposed; or on the type of audit opinion that might be rendered
on the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company that
TAAD concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable
event as described in Item 304(a)(1)(v) of Regulation S-K.
Item
7.01 Regulation FD Disclosure.
On
January 10, 2025, the Company issued a press release announcing that the Company had engaged TAAD. A copy of the press release is furnished
as Exhibit 99.1 to this report.
The
information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,
as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
The
press release and the statements contained therein include “forward-looking” statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking
statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can
identify these statements because they contain words such as “may,” “will,” “believes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,”
“future,” “continue,” “plan,” “target,” “predict,” “potential,”
or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions.
Forward-looking statements relating to expectations about future results or events are based upon information available to the Company
as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from
the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and
actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those
projected, including risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, and other filings with the SEC. All subsequent written and oral forward-looking statements concerning
the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements
to reflect events or circumstances that may arise after the date hereof, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
January 10, 2025 |
Freight
Technologies, Inc. |
| |
|
| |
/s/
Javier Selgas |
| |
Name:
Javier Selgas |
| |
Title:
Chief Executive Officer |
Exhibit 16.1
Exhibit
99.1
Freight
Technologies Announces Change of Auditor
HOUSTON
– January 10, 2025 – Freight Technologies, Inc. (Nasdaq: FRGT) (“Fr8Tech’’ or “Freight Technologies’’
or the “Company”), a logistics management innovation company, offering a diverse portfolio of technology-driven solutions
that address distinct challenges within the supply chain ecosystem, today announced that it has changed its independent registered public
accounting and auditing firm from Marcum LLP (“Marcum” or “Former Auditor”) to TAAD LLP (“TAAD” or
Successor Auditor”), effective immediately.
The
Successor Auditor’s engagement became effective January 6, 2025, and until the next Annual General Meeting of the Company, while,
at the request of the Company, the Former Auditor resigned effective January 7, 2025.
The
decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee of the board
of directors of the Company.
“We
are pleased to announce the engagement of TAAD, a highly reputable name in the marketplace with a strong public company practice. We
thank Marcum for their assistance, expertise and guidance in 2024,” said Don Quinby, Chief Financial Officer of Freight Technologies.
During
the Company’s most recent fiscal year ended December 31, 2024, and for the subsequent interim period through January 7, 2025, the
Company had no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K) with Marcum on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure.
During
the Company’s most recent fiscal year ended December 31, 2024, and for the subsequent interim period through January 7, 2025, there
was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto.
About
Freight Technologies Inc.
Freight
Technologies (Nasdaq: FRGT) (“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; and Waavely, a digital platform for efficient ocean freight
booking and management of container shipments between North America and ports worldwide. 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. The company is headquartered in Houston, Texas. For more information, please visit fr8technologies.com.
About
TAAD LLP
TAAD,
LLP is a PCAOB-registered assurance, audit, tax and advisory firm with significant expertise helping companies go public through reverse
mergers, initial public offerings, and self-filings. With a deep understanding of U.S. GAAP and IFRS, the firm ensures compliance with
complex financial reporting standards. TAAD, LLP is headquartered in Los Angeles, California, with additional offices in New York, Hong
Kong, Taipei, and Tokyo, and provides services to clients across the United States and in most international jurisdictions. With a team
of professionals who bring Big 4 and national firm experience in working with SEC reporting companies, TAAD, LLP offers a proactive,
hands-on approach with a high level of partner and manager involvement.
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. Fr8Tech’s and Fr8App Inc.’s actual results may differ from
their expectations, estimates and projections and, consequently, readers 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 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 Fr8Tech’s and Fr8App Inc.’s control
and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to obtain or
maintain the listing of Fr8Tech’s ordinary shares on Nasdaq; (2) changes in applicable laws or regulations; (3) the possibility
that Fr8Tech or Fr8App Inc. may be adversely affected by other economic, business and/or competitive factors; (4) risks relating to the
uncertainty of the projected financial information with respect to Fr8App Inc.; (5) risks related to the organic and inorganic growth
of Fr8App Inc.’s business and the timing of expected business milestones; and (6) other risks and uncertainties identified, including
those under “Risk Factors,” to be filed in Fr8Tech other filings with the Securities Exchange Commission.
Fr8Tech
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. Fr8Tech and Fr8App Inc. caution readers not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. Fr8Tech and Fr8App Inc. 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.
FR8Tech
Contact:
Jason
Finkelstein
IGNITION
Investor Relations
investors@fr8technologies.com
v3.24.4
Cover
|
Jan. 07, 2025 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Jan. 07, 2025
|
| Entity File Number |
001-38172
|
| Entity Registrant Name |
FREIGHT
TECHNOLOGIES, INC.
|
| Entity Central Index Key |
0001687542
|
| Entity Tax Identification Number |
87-2792157
|
| Entity Incorporation, State or Country Code |
D8
|
| Entity Address, Address Line One |
2001
Timberloch Place
|
| Entity Address, Address Line Two |
Suite 500
|
| Entity Address, City or Town |
The Woodlands
|
| Entity Address, State or Province |
TX
|
| Entity Address, Postal Zip Code |
77380
|
| City Area Code |
773
|
| Local Phone Number |
905-5076
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Ordinary
Shares, no par value
|
| Trading Symbol |
FRGT
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
false
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Freight Technologies (NASDAQ:FRGT)
Historical Stock Chart
From Dec 2024 to Jan 2025
Freight Technologies (NASDAQ:FRGT)
Historical Stock Chart
From Jan 2024 to Jan 2025
