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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) September 22, 2025
| FREIGHT
TECHNOLOGIES, INC.
|
| (Exact
name of registrant as specified in its charter) |
| British
Virgin Islands |
|
001-38172 |
|
47-5429768 |
(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
8.01. Other Events.
As
previously disclosed, the Company determined that it no longer satisfied the definition of a “foreign private issuer” under
the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) as of December 4, 2024. As a result,
the Company has filed Current Reports on Form 8-K, an Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2025, and June 30, 2025.
On
September 22, 2025, the Company concluded that, as of June 30, 2025, it qualifies as a foreign private issuer under the rules and regulations
of the SEC. As a result of this determination, the Company will begin filing Annual Reports on Form 20-F and Current Reports on Form
6-K as a foreign private issuer. On September 22, 2025, the Company issued a press release with respect to the foregoing. A copy of that
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated September 22, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 22, 2025 |
|
Freight
Technologies, Inc. |
| |
|
|
| |
|
/s/
Javier Selgas |
| |
Name: |
Javier Selgas |
| |
Title: |
Chief Executive Officer |
