Freight Technologies (Nasdaq: FRGT) details JAK Solar pro forma impact
Rhea-AI Filing Summary
Freight Technologies, Inc. has furnished unaudited pro forma financial statements showing the impact of its acquisition of JAK Solar Loans 1 Limited, completed on December 31, 2025. The company issued 5,500,000 Series C preferred shares as consideration, reflecting a preliminary purchase price of
The preliminary allocation assigns
The pro forma statements are prepared under Article 11 of Regulation S‑X using the acquisition method and treat Fr8Tech as the acquirer. Management emphasizes that the purchase price allocation and related adjustments are preliminary and may change during the measurement period of up to one year.
Positive
- None.
Negative
- None.
Insights
Freight Technologies’ JAK Solar deal adds a small loan book and sizable goodwill, with modest pro forma impact so far.
Freight Technologies closed the JAK Solar acquisition using 5.5 million Series C preferred shares, implying a preliminary purchase price of
On a pro forma basis for
The loan portfolio carries a significant allowance for expected credit losses under CECL, with a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of, March 2026
Commission File Number 001-38172
FREIGHT TECHNOLOGIES, 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
Financial Statements and Exhibits
As previously reported, on December 31, 2025, Freight Technologies, Inc. (the “Company”) acquired all of the equity interests in JAK Solar Loans 1 Limited (“JAK Solar ”), a company limited by shares organized under the laws of the British Virgin Islands and a wholly owned subsidiary of the DIP SPV I, L.P., a limited partnership organized under the laws of the British Virgin Islands. This Report of Foreign Private Issuer on Form 6-K is being furnished to provide unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 reflecting ownership of JAK Solar.
On March 19, 2026, Freight Technologies, Inc. (the “Company”) issued a press release providing information regarding the Company’s unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024. The press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.
The information in this Report of Foreign Private Issuer on Form 6-K, including Exhibit 99.1 and Exhibit 99.2, 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto and the statements contained therein may 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, Current Reports on Form 8-K, Reports of Foreign Private Issuer on Form 6-K, and other filings with the Securities and Exchange Commission. 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.
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 19, 2026 | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information | |
| 99.3 | Audited Consolidated Financial Statements of JAK Solar Loans 1 Limited | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 19, 2026 | FREIGHT TECHNOLOGIES, INC. | |
| By: | /s/ Javier Selgas | |
| Name: | Javier Selgas | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Freight Technologies Releases Pro Forma Financial Statements for JAK Solar Acquisition
HOUSTON – March 19, 2026 — Freight Technologies, Inc. (Nasdaq: FRGT, “Fr8Tech” or the “Company”), a logistics management innovation company offering a diverse portfolio of technology-driven solutions, today released the unaudited pro forma financial statements related to its acquisition of JAK Solar Loans 1 Limited (“JAK Solar”), which was completed on December 31, 2025.
The unaudited pro forma condensed combined financial information includes a balance sheet as of September 30, 2025 and statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024. The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X and are presented as if the acquisition had occurred on January 1, 2024 for purposes of the statements of operations and on September 30, 2025 for purposes of the balance sheet.
The pro forma financial information is provided for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the acquisition been completed on the dates indicated, nor is it indicative of future results.
The pro forma financial statements are included as Exhibit 99.2 to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on March 19, 2026, and are available on the SEC’s website at www.sec.gov and on the Company’s investor relations website.
As previously announced, the acquisition of JAK Solar expands Freight Technologies’ asset base through a portfolio of residential solar-related financial contracts and is expected to contribute recurring cash flows over time.
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; Waavely, a digital platform for efficient ocean freight booking and management of container shipments between North America and ports worldwide; Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (TMS) for brokers, shippers, and other logistics operators; and, Zayren, an AI based, machine learning pricing-prediction tool and carrier-matching platform designed specifically for cross-border and domestic OTR freight shipments across Mexico and the United States. Together, each product is interconnected within a unified platform to network 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. For more information, please visit fr8technologies.com.
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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
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Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On December 9, 2025, Freight Technologies, Inc. (the “Company” or “Fr8Tech”) entered into a share purchase agreement (the “Share Purchase Agreement”), with DIP SPV I, L.P., a limited partnership organized under the laws of the British Virgin Islands (the “Seller”). The Share Purchase Agreement is filed as Exhibit 10.1 to the Current Report on Form 6-K of the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on December 12, 2025. On December 31, 2025, the Company closed the transaction contemplated by the Share Purchase Agreement, in which the Company acquired all of the equity interests in JAK Solar Loans 1 Limited (“JAK Solar”), a company limited by shares organized under the laws of the British Virgin Islands and a wholly owned subsidiary of the Seller, and issued to the Seller as consideration for 5,500,000 Series C preferred shares, par value $0.0001 per share of the Company (the “Acquisition”).
The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, in order to give effect to the business combination and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The following unaudited pro forma condensed combined financial statements have been prepared by applying the acquisition method of accounting with Fr8Tech treated as the acquirer in accordance to Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Fr8Tech and historical consolidated financial statements of JAK Solar as adjusted to give effect to the business combination.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024, give effect to the Acquisition as if it had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives effect to the Acquisition as if it had occurred on that date and combines the historical balance sheets of the Company and JAK Solar as of such date.
The unaudited pro forma financial statements, and the related notes thereto, are based on, and should be read in conjunction with:
| ● | The historical audited consolidated financial statements of Fr8Tech as of and for the year ended December 31, 2024, and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 14, 2025; | |
| ● | The historical unaudited condensed consolidated financial statements of Fr8Tech as of and for the nine months ended September 30, 2025, and the related notes, included in the Company’s Quarterly Report within Exhibit 99.1 to Form 6-K filed with the SEC on December 9, 2025; and | |
| ● | The historical audited consolidated financial statements of JAK Solar Loans 1 Limited as of and for the years ended December 31, 2025 and 2024, and the related notes, included elsewhere within this Current Report on Form 6-K/A; |
As of the date of this filing, the Company has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to material change as additional information becomes available and as additional analysis is performed.
These unaudited pro forma condensed combined financial statements are prepared for informational purposes only and are based on assumptions and estimates considered reasonable by management. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to material change as additional information becomes available and additional analyses are performed. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects that are directly attributable to the business combination, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of what the Company’s financial condition or results of operations actually would have been if the business combination had been consummated as of the dates indicated, nor do they purport to represent the Company’s financial position or results of operations for future periods.
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FREIGHT TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
Fr8Tech Historical | JAK Solar Historical | Transactions Adjustments | Item in Note 4 | Pro Forma Combined | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 291,940 | $ | 53,063 | $ | (106,621 | ) | (c) | $ | 238,383 | ||||||||||
| Accounts receivable, net | 3,344,090 | - | - | 3,344,090 | ||||||||||||||||
| Unbilled receivables | 931,903 | - | - | 931,903 | ||||||||||||||||
| Prepaid expenses and other current assets | 1,025,433 | 1,546 | - | 1,026,979 | ||||||||||||||||
| Total current assets | 5,593,366 | 64,609 | (106,621 | ) | 5,541,355 | |||||||||||||||
| Capitalized software, net | 541,284 | - | - | 541,284 | ||||||||||||||||
| Property and equipment, net | 12,829 | - | - | 12,829 | ||||||||||||||||
| Security deposits | 7,818 | - | - | 7,818 | ||||||||||||||||
| Cryptocurrencies | 6,041,179 | - | - | 6,041,179 | ||||||||||||||||
| Goodwill | - | - | 4,260,154 | (a) | 4,260,154 | |||||||||||||||
| Other intangible assets, net | 4,936 | - | - | 4,936 | ||||||||||||||||
| Loan receivable, net | - | 1,082,289 | - | 1,082,289 | ||||||||||||||||
| Other assets, net | - | 38,164 | - | 38,164 | ||||||||||||||||
| Total assets | $ | 12,201,412 | $ | 1,175,062 | $ | 4,153,533 | $ | 17,530,007 | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||
| Accounts payable | $ | 1,231,664 | $ | - | $ | - | $ | 1,231,664 | ||||||||||||
| Accrued expenses | 1,073,630 | - | - | 1,073,630 | ||||||||||||||||
| Short-term borrowings | 2,759,055 | - | - | 2,759,055 | ||||||||||||||||
| Notes payable | 500,000 | - | - | 500,000 | ||||||||||||||||
| Income tax payable | 297,363 | - | - | 297,363 | ||||||||||||||||
| Insurance financing payable | 55,601 | - | - | 55,601 | ||||||||||||||||
| Total current liabilities | 5,917,313 | - | - | 5,917,313 | ||||||||||||||||
| Total liabilities | 5,917,313 | - | - | 5,917,313 | ||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||
| Shareholders’ Equity | ||||||||||||||||||||
| Series A preferred shares | 619 | - | - | 619 | ||||||||||||||||
| Series B preferred shares | 1,380 | - | - | 1,380 | ||||||||||||||||
| Series C preferred shares | - | - | 550 | (a) | 550 | |||||||||||||||
| Series seed preferred shares | - | - | - | - | ||||||||||||||||
| Ordinary shares | - | - | - | - | ||||||||||||||||
| Additional paid-in capital | 56,339,431 | - | 5,499,450 | (a) | 65,110,402 | |||||||||||||||
| 3,271,521 | (b) | |||||||||||||||||||
| Member’s capital | - | (1,741,580 | ) | 1,741,580 | (b) | - | ||||||||||||||
| Accumulated (deficit) earnings | (49,137,016 | ) | 2,916,642 | (3,271,521 | ) | (b) | (52,579,942 | ) | ||||||||||||
| (1,741,580 | ) | (b) | ||||||||||||||||||
| (1,239,846 | ) | (a) | ||||||||||||||||||
| (106,621 | ) | (c) | ||||||||||||||||||
| Accumulated other comprehensive loss | (920,315 | ) | - | - | (920,315 | ) | ||||||||||||||
| Total shareholders’ equity | 6,284,099 | 1,175,062 | 4,153,533 | 11,612,694 | ||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 12,201,412 | $ | 1,175,062 | $ | 4,153,533 | $ | 17,530,007 | ||||||||||||
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FREIGHT TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
Fr8Tech Historical | JAK Solar Historical | Transactions Adjustments | Item in Note 4 | Pro Forma Combined | ||||||||||||||||
| Revenues | $ | 13,728,922 | $ | 106,865 | $ | - | $ | 13,835,787 | ||||||||||||
| Costs and expenses | ||||||||||||||||||||
| Cost of revenues | 12,389,520 | - | - | 12,389,520 | ||||||||||||||||
| Operating expenses | - | 92,101 | - | 92,101 | ||||||||||||||||
| Compensation and employee benefits | 5,349,764 | - | - | 5,349,764 | ||||||||||||||||
| General and administrative | 1,983,901 | - | 106,621 | (d) | 2,090,522 | |||||||||||||||
| Sales and marketing | 65,574 | - | - | 65,574 | ||||||||||||||||
| Depreciation and amortization | 430,414 | - | - | 430,414 | ||||||||||||||||
| Total cost and expenses | 20,219,173 | 92,101 | 106,621 | 20,417,895 | ||||||||||||||||
| Operating (loss) income | (6,490,251 | ) | 14,764 | (106,621 | ) | (6,582,108 | ) | |||||||||||||
| Other income and expenses | ||||||||||||||||||||
| Interest expense, net | (673,858 | ) | - | - | (673,858 | ) | ||||||||||||||
| Gain from extinguishment of debts | 1,607,766 | - | - | 1,607,766 | ||||||||||||||||
| Change in fair value of convertible note | 22,602 | - | - | 22,602 | ||||||||||||||||
| Other income (expense), net | - | 125,253 | - | 125,253 | ||||||||||||||||
| (Loss) Income before provision for income taxes | (5,533,741 | ) | 140,017 | (106,621 | ) | (5,500,345 | ) | |||||||||||||
| Income tax expense | 67,486 | - | - | 67,486 | ||||||||||||||||
| Net (loss) income | $ | (5,601,227 | ) | $ | 140,017 | $ | (106,621 | ) | $ | (5,567,831 | ) | |||||||||
| Net loss per share attributable to ordinary shareholders, basic and diluted | $ | (6.14 | ) | $ | - | $ | - | $ | (6.10 | ) | ||||||||||
| Weighted average number of ordinary shares | 912,837 | - | - | 912,837 | ||||||||||||||||
| Net (loss) income | $ | (5,601,227 | ) | $ | 140,017 | $ | (106,621 | ) | $ | (5,567,831 | ) | |||||||||
| Other comprehensive gain (loss) net of tax | ||||||||||||||||||||
| Foreign currency translation loss | (1,740,552 | ) | - | - | (1,740,552 | ) | ||||||||||||||
| Comprehensive (loss) gain | $ | (7,341,779 | ) | $ | 140,017 | $ | (106,621 | ) | $ | (7,308,383 | ) | |||||||||
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FREIGHT TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
Fr8Tech Historical | JAK Solar Historical | Transactions Adjustments | Item in Note 4 | Pro Forma Combined | ||||||||||||||||
| Revenues | $ | 9,546,741 | $ | 66,962 | $ | - | $ | 9,613,703 | ||||||||||||
| Costs and expenses | ||||||||||||||||||||
| Cost of revenues | 8,318,176 | - | - | 8,318,176 | ||||||||||||||||
| Operating expenses | - | 26,579 | - | 26,579 | ||||||||||||||||
| Compensation and employee benefits | 3,494,556 | - | - | 3,494,556 | ||||||||||||||||
| General and administrative | 1,588,993 | - | - | 1,588,993 | ||||||||||||||||
| Sales and marketing | 90,494 | - | - | 90,494 | ||||||||||||||||
| Depreciation and amortization | 323,957 | - | - | 323,957 | ||||||||||||||||
| Total cost and expenses | 13,816,176 | 26,579 | - | 13,842,755 | ||||||||||||||||
| Operating (loss) income | (4,269,435 | ) | 40,383 | - | (4,229,052 | ) | ||||||||||||||
| Other income and expenses | ||||||||||||||||||||
| Interest expense, net | (555,814 | ) | - | - | (555,814 | ) | ||||||||||||||
| Realized loss in value of sold cryptocurrency | (183,613 | ) | - | - | (183,613 | ) | ||||||||||||||
| Unrealized gain in fair value of cryptocurrency | 810,949 | - | - | 810,949 | ||||||||||||||||
| Credit loss provision | - | (341,219 | ) | - | (341,219 | ) | ||||||||||||||
| Other income (expense), net | - | 188,462 | - | 188,462 | ||||||||||||||||
| Loss before provision for income taxes | (4,197,913 | ) | (112,374 | ) | - | (4,310,287 | ) | |||||||||||||
| Income tax expense | 22,324 | - | - | 22,324 | ||||||||||||||||
| Net loss | $ | (4,220,237 | ) | $ | (112,374 | ) | $ | - | $ | (4,332,611 | ) | |||||||||
| Net loss per share attributable to ordinary shareholders, basic and diluted | $ | (2.41 | ) | $ | - | $ | - | $ | (2.47 | ) | ||||||||||
| Weighted average number of ordinary shares | 1,752,913 | - | - | 1,752,913 | ||||||||||||||||
| Net loss | $ | (4,220,237 | ) | $ | (112,374 | ) | $ | - | $ | (4,332,611 | ) | |||||||||
| Other comprehensive gain (loss) net of tax | ||||||||||||||||||||
| Foreign currency translation gain | 328,349 | - | - | 328,349 | ||||||||||||||||
| Comprehensive loss | $ | (3,891,888 | ) | $ | (112,374 | ) | $ | - | $ | (4,004,262 | ) | |||||||||
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 – Basis of Presentation
The Fr8Tech and JAK Solar historical financial information has been derived from, in the case of Fr8Tech, its condensed consolidated financial statements included in its Quarterly Report for the quarter ended September 30, 2025 within Exhibit 99.1 to Form 6-K and Annual Report on Form 10-K for the year ended December 31, 2024, and in the case of JAK Solar, its consolidated financial statements included elsewhere within this Current Report on Form 6-K. The unaudited pro forma condensed combined financial statements should be read in conjunction with Fr8Tech’s and JAK Solar’s consolidated financial statements and the notes thereto. The unaudited pro forma condensed combined statements of operations give effect to the business combination as if they had been completed on January 1, 2024, and the unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives effect to the Business Combination as if it had occurred on that date.
The historical financial statements of Fr8Tech and JAK Solar have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to the accounting for the business combination under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) (“Pro Forma Transactions Adjustments”). The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting in accordance ASC 805, with Fr8Tech treated as the accounting acquirer of JAK Solar. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined financial statements, the estimated preliminary purchase consideration in the business combination has been allocated to the assets acquired and liabilities assumed of JAK Solar based upon management’s preliminary estimate of their fair values as of the acquisition date. The allocations of the purchase price reflected in these unaudited pro forma condensed combined financial statements have not been finalized and are based upon the best available information at the current time. The allocation of the purchase price is preliminary and subject to material adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets. The completion of the final allocation of the purchase price could cause material differences in the information presented.
The unaudited pro forma condensed combined financial statements and related notes herein present unaudited pro forma condensed combined financial condition and results of operations of JAK Solar, after giving pro forma effect to the Pro Forma Transactions.
The business combination, the Pro Forma Transactions and the related adjustments are described in these accompanying notes to the unaudited pro forma condensed combined financial statements.
In the opinion of management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X of the SEC, the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of the combined company’s financial position or results of operations of the combined company that would have occurred if the business combination had been completed on the dates indicated, nor are they indicative of the combined company’s financial position or results of operations that may be expected for any future period or date.
Note 2 – Conforming Accounting Policies
The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024, and the Company’s unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025. During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of JAK Solar’s financial information to identify differences in accounting policies as compared to those of the Company. With the information currently available, management has determined that there were no significant accounting policy differences between the Company and JAK Solar and, therefore, no adjustments were made to conform JAK Solar’s financial statements to the accounting policies used by the Company in the preparation of the unaudited pro forma condensed combined financial statements. This conclusion is subject to change as further assessment will be performed and finalized for purchase accounting.
As part of the application of ASC 805, management will continue to conduct a more detailed review of the accounting policies of the two companies in an effort to determine if differences in accounting policies require further reclassification or adjustment of the financial statements to conform accounting policies and classifications. Therefore, management may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.
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Note 3 – Estimated Consideration and Preliminary Purchase Price Allocation
The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the purchase consideration to identifiable net assets acquired. The fair value of Fr8Tech’s Series C preferred shares issued as consideration in the amount of approximately 5.5 million shares was calculated, as if converted into 3,273,810 Ordinary Shares per the conversion mechanism and described in the Company’s Amended and Restated Memorandum and Articles of Association dated December 30, 2025, and using the closing price of $1.68 per share on December 31, 2025, which was the acquisition closing date. The following table summarizes the consideration transferred to acquire JAK Solar and preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:
| Purchase Price Allocation | ||||
| Assets acquired | $ | 1,239,846 | ||
| Goodwill | 4,260,154 | |||
| Total purchase price | $ | 5,500,000 | ||
The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets. These adjustments may include changes in 1) fair values of assets and 2) changes in allocations to intangible assets such as customer relationships, intellectual property, and goodwill.
Note 4 –Adjustments to the Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Financial Statements are as follows:
Balance Sheet
The following pro forma adjustments have been reflected in the Transaction Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2025. All adjustments are based on preliminary assumptions and valuations, which are subject to change. The pro forma adjustments give effect to the Acquisition as if it had occurred on September 30, 2025 and combines the historical balance sheets of Fr8Tech and JAK Solar as of such date.
| a) | Purchase price consideration |
In accordance with the terms of the Share Purchase Agreement, 5.5 million shares Series C preferred shares were issued to the Seller in exchange for all of the equity interests in JAK Solar Loans 1 Limited. As a result of the Acquisition and the application of the acquisition method of accounting in accordance with ASC 805, the transaction will give rise to the recognition of goodwill, representing the excess of the total estimated purchase consideration over the preliminary fair value of the net identifiable assets acquired. The amount of goodwill recognized may change materially upon completion of the final purchase price allocation.
| b) | Elimination of JAK Solar historical member’s capital and retained earnings |
Adjustment represents the elimination of JAK Solar historical member’s capital and retained earnings upon consummation of the Acquisition.
| c) | Acquisition-related costs |
Adjustment represents the acquisition-related costs expected to be incurred.
Statements of Operations
The following pro forma adjustments have been reflected in the Transaction Adjustments column in the accompanying unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024. All adjustments are based on preliminary assumptions and valuations, which are subject to change. The pro forma adjustments reflect the effect of the Pro Forma Transactions on Fr8Tech’s and JAK Solar’s historical consolidated statements of operations as if the business combination occurred on January 1, 2024.
| d) | Acquisition-related costs |
For the nine months ended September 30, 2025, the Company did not yet incur any acquisition-related costs. The expected acquisition-related costs are reflected in pro forma statements of operations for the year ended December 31, 2024 to give effect to the business combination as if it had been completed on January 1, 2024.
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Exhibit 99.3
JAK SOLAR LOANS 1 LIMITED
FINANCIAL STATEMENTS
As of and For the Years Ended December 31, 2025 and 2024
With Report of Independent Registered Public Accounting Firm
JAK SOLAR LOANS 1 LIMITED
FINANCIAL STATEMENTS
As of and For the Years Ended December 31, 2025 and 2024
TABLE OF CONTENTS
| PAGE | |
| Report of Independent Auditors | 2 |
| Balance Sheet | 4 |
| Statement of Operations | 5 |
| Statement of Changes in Members’ Equity | 6 |
| Statement of Cash Flows | 7 |
| Notes to the Financial Statements | 8 |
| 1 |
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Member of,
Jak Solar Loans 1 Limited
Opinion
We have audited the accompanying financial statements of Jak Solar Loans 1 Limited (the Company), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in member’s equity, and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jak Solar Loans 1 Limited as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Jak Solar Loans 1 Limited and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Jak Solar Loans 1 Limited’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| 2 |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Jak Solar Loans 1 Limited’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Jak Solar Loans 1 Limited’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ |
We have served as the Company’s auditor since 2026
Diamond Bar, California
March 19, 2026
| 3 |
JAK SOLAR LOANS 1 LIMITED
BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 6,853 | $ | 21,309 | ||||
| Loan interest receivable | 1,645 | 295 | ||||||
| Loan Receivable, net of allowance for expected credit losses of $905,394 and $778,041 as of December 31, 2025 and 2024, respectively | 1,194,485 | 1,539,687 | ||||||
| Loan setup costs, net of unamortized costs | 36,863 | 42,067 | ||||||
| Total Assets | $ | 1,239,846 | $ | 1,603,358 | ||||
| Liabilities and Member’s Equity | ||||||||
| Total Liabilities | - | - | ||||||
| Total Member’s Equity | 1,239,846 | 1,603,358 | ||||||
| Total Liabilities and Member’s Equity | $ | 1,239,846 | $ | 1,603,358 | ||||
The accompanying notes are an integral part of these financial statements
| 4 |
JAK SOLAR LOANS 1 LIMITED
STATEMENT OF OPERATIONS
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Interest income | $ | 83,387 | $ | 101,660 | ||||
| Operating expenses | 34,532 | 92,101 | ||||||
| Operating income | 48,855 | 9,559 | ||||||
| Other income (expense): | ||||||||
| Provision of credit loss | (117,086 | ) | 130,457 | |||||
| Total other (expense) income | (117,086 | ) | 130,457 | |||||
| Net (loss) income | $ | (68,231 | ) | $ | 140,016 | |||
The accompanying notes are an integral part of these financial statements
| 5 |
JAK SOLAR LOANS 1 LIMITED
STATEMENT OF CHANGES IN MEMBERS’ EQUITY
| Total Member’s Equity | ||||
| Balance at December 31, 2023 | $ | 1,702,142 | ||
| Net income | 140,016 | |||
| Capital withdrawals from Member | (238,800 | ) | ||
| Balance at December 31, 2024 | $ | 1,603,358 | ||
| Net income | (68,231 | ) | ||
| Capital withdrawals from Member | (295,281 | ) | ||
| Balance at December 31, 2025 | $ | 1,239,846 | ||
The accompanying notes are an integral part of these financial statements
| 6 |
JAK SOLAR LOANS 1 LIMITED
STATEMENT OF CASH FLOWS
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (68,231 | ) | $ | 140,016 | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Loan receivable principal payments | 228,116 | 217,334 | ||||||
| Provision on credit loss | 117,086 | (130,457 | ) | |||||
| Amortization loan setup costs | 5,204 | 5,204 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Loan interest receivable | (1,350 | ) | (295 | ) | ||||
| Net cash used in operating activities | 280,825 | 231,802 | ||||||
| Cash flows from financing activities: | ||||||||
| Capital contributions from Member | - | - | ||||||
| Capital withdrawals from Member | (295,281 | ) | (238,800 | ) | ||||
| Net cash used in financing activities | (295,281 | ) | (238,800 | ) | ||||
| Net change in cash and cash equivalents | (14,456 | ) | (6,998 | ) | ||||
| Cash and cash equivalents, beginning of period | 21,309 | 28,307 | ||||||
| Cash and cash equivalents, end of period | $ | 6,853 | $ | 21,309 | ||||
The accompanying notes are an integral part of these financial statements
| 7 |
Note 1. Description of the Business
JAK Solar Loans 1 Limited (the “Company”) is a financing entity formed to acquire, hold, and manage a portfolio of residential solar panel loans. The loans were originated by third-party solar providers and acquired by the Company for investment. The Company does not originate loans, sell loans, or provide goods or services to borrowers.
The Company owns the loans and retains substantially all risks and rewards of ownership, including credit risk, interest rate risk, and exposure to borrower delinquency and prepayment behavior. Loan servicing activities, including billing, collections, and delinquency management, are performed by an independent third-party servicer.
The loan portfolio was originally acquired using a combination of equity capital and third-party financing. The Company recovered its original equity investment and repaid all related financing prior to the periods presented. Accordingly, during the periods presented, the Company’s assets and results of operations reflect its remaining economic interest in the loan portfolio.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Significant estimates include the allowance for expected credit losses. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less. The Company maintains cash balances at financial institutions that may, at times, exceed federally insured limits.
Loan Receivable, Net of Allowance for Expected Credit Losses
The Company accounts for its residential solar panel loans as loan receivable, net of allowance for expected credit losses Upon acquisition, loans were initially recorded at amortized cost, inclusive of any purchase discounts or premiums.
The Company recovered its original investment in the loan portfolio prior to the periods presented. As a result, the loan receivable represents the remaining principal balances adjusted for expected delinquency, credit risk, through an allowance for expected credit losses. This loan receivable reflects the Company’s remaining economic interest in the loans and is presented net of a loan loss reserve.
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Interest Income and Interest Receivable
Interest income is recognized using the effective interest method when collection of principal and interest is considered probable. Interest income is accrued on a quarterly basis and recorded as interest receivable within current assets until collected.
Non-Accrual Loans
The Company assesses the collectability of principal and interest on an ongoing basis. Loans are placed on non-accrual status when they become significantly delinquent or when management determines that collection of contractual principal or interest is no longer probable. For loans on non-accrual status, interest income is no longer accrued. Cash receipts on non-accrual loans are generally applied to principal unless collectability of interest becomes probable.
Credit Risk
Credit risk represents the risk of loss resulting from borrowers’ failure to meet their contractual payment obligations under the Company’s portfolio of residential solar loans. The Company’s exposure to credit risk is influenced by the performance of the underlying borrowers and is mitigated by diversification across a large number of individual residential loans. Management monitors portfolio performance on an ongoing basis and believes that credit risk is appropriately managed as of the reporting date.
Allowance for Expected Credit Losses
The Company maintains an allowance for expected credit losses in accordance with ASC 326, Financial Instruments — Credit Losses (“CECL”). The allowance reflects management’s estimate of expected lifetime credit losses inherent in the remaining principal balances of the loan portfolio. The allowance is recorded as a reduction of the loan receivable and is adjusted through credit loss expense. Changes in the allowance do not directly affect interest income.
Loan Write-Offs and Recoveries
Loans or portions of loans are written off when deemed uncollectible. Write-offs reduce both the loan balance and the allowance for credit losses. Cash recoveries on loans that have been written off or are otherwise significantly delinquent are recognized upon receipt of cash and recorded as other income. The Company assessed the loan portfolio during the period in question and determined no loans met the threshold, with the UCC liens on the underlying solar energy system being the key driver in that assessment.
Revenue Recognition
The Company evaluated its income streams and determined that they do not arise from contracts with customers involving the transfer of goods or services. Accordingly, the Company’s income is not subject to the guidance in ASC 606, Revenue from Contracts with Customers. Interest income and recoveries are derived from notes held for investment and represent returns on financial instruments. Such income is accounted for under applicable U.S. GAAP, primarily ASC 310, Receivables, and other relevant guidance related to financial instruments.
Long-Term Debt
The Company had no outstanding long-term debt as of December 31, 2025 and 2024. All third-party financing related to the acquisition of the loan portfolio was fully repaid prior to the periods presented.
| 9 |
Income Taxes
JAK Solar Loans 1 Limited is incorporated in the British Virgin Islands (“BVI”) and is wholly owned by a U.S.-based investment fund. The Company is treated as a pass-through entity (or disregarded entity, as applicable) for U.S. federal income tax purposes, and accordingly is not subject to entity-level U.S. federal income taxes.
The Company does not conduct operations or have a taxable presence in the British Virgin Islands and is not subject to income taxes in the BVI under applicable local tax laws. As a result, the Company did not record a provision for income taxes in the accompanying financial statements.
Income taxes, if any, associated with the Company’s results of operations are reflected at the parent level in accordance with applicable tax laws and the parent’s tax reporting structure. Management believes the Company has no uncertain tax positions that would require recognition or disclosure under U.S. GAAP.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash, interest receivable, and loans receivable. Cash and interest receivable are short-term in nature and their carrying amounts approximate fair value. Loans receivable are carried at amortized cost, reduced by an allowance for credit losses. The Company is not required to, and does not, measure these loans at fair value. Accordingly, the Company has not provided fair value hierarchy disclosures under ASC 820.
Note 3. Cash and Cash Equivalents
Cash and cash equivalents consist of funds held in business checking and money market accounts at federally insured financial institutions. The carrying value of cash and cash equivalents approximates fair value due to the liquid nature of these accounts.
Cash and Cash Equivalents
| December 31, 2025 | December 31, 2024 | |||||||
| Cash and cash equivalents | $ | 6,853 | $ | 21,309 | ||||
| Total cash and cash equivalents | $ | 6,853 | $ | 21,309 | ||||
Note 4. Loan Servicing
The Company contracts with a third-party servicer, Vervent, pursuant to a servicing agreement originally effective January 1, 2017, to service the Company’s residential solar loan portfolio. Under the agreement, the servicer is responsible for collecting borrower payments, managing delinquencies and loss mitigation activities, performing customer service and administrative functions, and providing periodic reporting to the Company.
Servicing fees and certain administrative and pass-through costs are deducted from borrower collections prior to remittance of net cash proceeds to the Company and are recorded as operating expenses in the period incurred. The Company retains all ownership rights to the underlying loans and does not retain servicing rights as defined under U.S. GAAP. Accordingly, the Company does not recognize a servicing asset or servicing liability in the accompanying financial statements.
| 10 |
Note 5. Loan Interest Receivable
Loan interest receivable represents accrued interest earned on the Company’s loan portfolio that has been recognized as income but not yet collected as of the balance sheet date. Interest is accrued on performing loans based on the outstanding principal balance and the contractual interest rate. Accrual of interest income is discontinued when a loan is placed on non-accrual status.
Management evaluates accrued interest receivable for collectability and, if deemed uncollectible, reverses the related accrual against interest income. As of December 31, 2025 and 2024, all accrued interest was considered collectible.
Loan Interest Receivable
| December 31, 2025 | December 31, 2024 | |||||||
| Accrued interest receivable | $ | 1,645 | $ | 295 | ||||
| Total loan interest receivable | $ | 1,645 | $ | 295 | ||||
(Amounts in whole dollars)
Note 6. Loan Receivable, Net of Allowance for Expected Credit Losses
The Company acquired a portfolio of loans secured by residential and commercial solar energy systems. Loans are carried at the outstanding principal balance and are reported net of the allowance for credit losses on the balance sheet.
The Company estimates its allowance for credit losses in accordance with CECL, which requires the recognition of lifetime expected credit losses. The allowance is determined by applying a lifetime risk factor to the remaining principal balance of the portfolio. The risk factor is assessed based on inception-to-date delinquency experience and current portfolio characteristics. The allowance is established through a provision for credit losses charged to operations.
As of December 31, 2025, management applied a lifetime risk factor of 43% to the remaining principal balance of $2,099,879, resulting in an allowance for credit losses of $905,394 and a net loan receivable balance of $1,194,485. As of December 31, 2024, a lifetime risk factor of 34% was applied to the remaining principal balance of $2,317,728, resulting in an allowance of $778,041 and a net loan receivable balance of $1,539,687.
Loans are placed on non-accrual status when management determines that the collection of interest is doubtful or when a loan becomes 120 days or more past due, unless the loan is both well-secured and in the process of collection.
Loan Receivable — Balance Sheet Reconciliation
| December 31, 2025 | December 31, 2024 | |||||||
| Remaining principal balance | $ | 2,099,879 | $ | 2,317,728 | ||||
| Lifetime risk factor applied | 43 | % | 34 | % | ||||
| Allowance for credit losses | (905,394 | ) | (778,041 | ) | ||||
| Loan receivable, net | $ | 1,194,485 | $ | 1,539,687 | ||||
Note 7. Loan Setup Costs, Net of Unamortized Costs
Loan setup costs represent direct transaction costs incurred in connection with the Company’s acquisition of its loan portfolio, including third-party fees and other incremental costs directly attributable to the portfolio purchase. In accordance with ASC 310-20, Receivables — Nonrefundable Fees and Other Costs, these costs are capitalized and amortized over the life of the related loans using the effective interest method.
| 11 |
Amortization of loan setup costs is recorded as an adjustment to interest income. Upon prepayment or charge-off of the related loan, any remaining unamortized balance is recognized immediately in operations.
Loan Setup Costs — Activity Summary
| December 31, 2025 | December 31, 2024 | |||||||
| Gross capitalized loan setup costs | $ | 83,267 | $ | 83,267 | ||||
| Less: Accumulated amortization | (46,404 | ) | (41,200 | ) | ||||
| Loan setup costs, net | $ | 36,863 | $ | 42,067 | ||||
Note 8. Member’s Equity
JAK Solar Loans 1 Limited is incorporated as a limited company in the British Virgin Islands (BVI). Member’s equity represents the residual interest in the net assets of the Company after deducting all liabilities. Changes in member’s equity arise from capital withdrawals and the net income or net loss of the Company for each period. There were no capital contributions made during the years ended December 31, 2025 or 2024.
Capital withdrawals are recorded when approved by the member in accordance with the Company’s governing documents and are made from available cash flow as determined by management, subject to maintaining adequate liquidity reserves. During the years ended December 31, 2025 and 2024, the Company made member withdrawals totaling $295,281 and $238,800, respectively.
Note 9. Commitments and Contingencies
In the ordinary course of business, the Company may be subject to claims and legal proceedings arising from time to time. As of December 31, 2025 and 2024, the Company was not a party to any material legal proceedings, and there were no material commitments or contingencies that required recognition or disclosure in the accompanying financial statements.
Note 10. Related Party Transactions
The Company is wholly owned by an affiliated investment entity. The Company conducts its activities independently and does not receive services from, nor provide services to, its parent or other affiliated entities. There were no material related party transactions during the years ended December 31, 2025 and 2024 that required disclosure under U.S. GAAP.
Note 11. Subsequent Events
The Company evaluated subsequent events for potential recognition or disclosure through the date the financial statements were available for issuance. No events occurred subsequent to December 31, 2025 that would require recognition or disclosure in the accompanying financial statements.
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FAQ
What does Freight Technologies’ (FRGT) JAK Solar acquisition involve?
How did JAK Solar affect Freight Technologies’ pro forma 2024 results?
What is the preliminary purchase price allocation for FRGT’s JAK Solar deal?
What are JAK Solar’s key balance sheet figures before consolidation?
How do credit losses impact JAK Solar’s solar loan portfolio?
What are Freight Technologies’ pro forma results for the nine months ended September 30, 2025?
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