6-K
Freight Technologies, Inc. (FRGT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2022.
Commission File Number 001-38172
HUDSONCAPITAL INC.
(Translation of registrant’s name into English)
Mr. Javier Selgas, Chief Executive Officer
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Telephone: (773) 905-5076
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Entryinto a Material Definitive Agreement
On March 30, 2022, Hudson Capital, Inc.(the “Company” or “Hudson Capital”)entered into a Buy/Sell Note with a private investor and executed an Instrument of Transfer to transfer its one (1) shall in its wholly-owned Hong Kong subsidiary, Hongkong Internet Financial Services Limited (“HKIFS”) to the private investor for HK$1.
The preceding description of the Buy/Sell Note and Instrument of Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Regulation FD Disclosure.
On April 1, 2022, the Company, issued a press release (the “Press Release”) announcing the sale of HKIFS, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Current Report on Form 6-K, including Exhibits 10.1 and 99.1, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Current Report on Form 6-K including Exhibits 10.1 and 99.1.
FinancialStatements and Exhibits
Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Buy/Sell Note and Instrument of Transfer |
| 99.1 | Press Release |
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, thereunto duly authorized.
| Date:<br> April 1, 2022 | HUDSON<br> CAPITAL INC. | |
|---|---|---|
| By: | /s/ Paul Freudenthaler | |
| Name: | Paul<br> Freudenthaler | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
HudsonCapital Prioritizes U.S. Operations and Sells Chinese Assets
HOUSTON, TX – April 1, 2022 (GLOBE NEWSWIRE) -- Hudson Capital Inc. (NASDAQ: HUSN) announced that on March 30, 2022, it has sold its wholly-owned subsidiary, Hong Kong Internet Financial Services (HKIFS), to private investors.
Javier Selgas, CEO of Hudson Capital and Freight App, Inc., said, “As we focus more on our core business as a transportation logistics technology platform company and on improving operations, we decided it would be prudent to divest from any non-core, non-performing businesses. With the sale of HJIFS, our operations are 100% based in North America, creating room for long-term growth in our target markets.”
Transaction
The sale of HKIFS was completed on March 30, 2022 and included all of the prior operations, obligations, and commitments related to its Chinese operations. The sale of HKIFS will result in Hudson Capital departing from its legacy PRC financial advisory business. The Company expects immaterial financial effects from the sale outside of incurring minimal legal expenses to assemble and formalize the transaction.
AboutHudson Capital Inc. and Freight App, Inc.
Freight App, Inc. (Fr8App), North American transportation logistics technology platform company focused on US-Mexico cross-border shipping, is a wholly-owned subsidiary of Hudson Capital Inc. (NASDAQ: HUSN) headquartered in Houston, Texas. Fr8App, focusing on truckload freight for domestic and cross-border markets in Mexico, the US and Canada, makes shipping simple, transparent, and efficient. Fr8App 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, digital freight marketplace, broker, transportation management, fleet management, and committed capacity solutions.
ForwardLooking 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 Fr8App’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 Fr8App’s expectations with respect to future performance and anticipated financial impacts of the 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 Fr8App’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the impact of COVID-19 pandemic on Fr8App’s business; (2) the inability to obtain or maintain the listing of Hudson Capital’s ordinary shares on Nasdaq; (3) the risk that the acquisition disrupts current plans and operations as a result of the announcement and consummation of the merger; (4) the ability to recognize the anticipated benefits of the merger, which may be affected by, among other things, competition, the ability of Fr8App to grow and manage growth profitably, and retain its key employees; (5) costs related to the merger; (6) changes in applicable laws or regulations; (7) the possibility that Hudson Capital or Fr8App may be adversely affected by other economic, business, and/or competitive factors; (8) risks relating to the uncertainty of the projected financial information with respect to Fr8App; (9) risks related to the organic and inorganic growth of Fr8App’s business and the timing of expected business milestones; and (10) other risks and uncertainties identified, including those under “Risk Factors”, to be filed by 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 Fr8App caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Hudson Capital and Fr8App 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.
Fr8AppContact:
Kirsten Chapman, LHA Investor Relations, fr8app@lhai.com, 415.433.3777
Exhibit 10.1

