Freight Technologies: 9.9% passive stake amended

FRGT's reported ownership incorporates a 9.99% conversion blocker and share figures adjusted for the one-for-ten reverse split.

Rhea-AI Filing Summary

Freight Technologies, Inc. is the issuer in an amended ownership report listing 168,732 Ordinary Shares, or 9.9%, for each reporting person, with shared voting and dispositive power. The repeated entries reflect shared attribution across related entities and control persons, not separate blocks.

The reporting group includes Freight Opportunities LLC, ATW Opportunities Master Fund, L.P., Freight Opportunities II LLC, Trumpcoin Ventures II LLC, ATW Opportunities Master Fund II, LP, ATW Partners Opportunities Management, LLC, and control persons Kerry Propper and Antonio Ruiz-Gimenez. The reported amount includes 16,099 post-split shares held by Freight Opportunities LLC as of October 18, 2026, plus approximate shares the holding companies may acquire within 60 days through conversion of convertible notes, Series B Preferred Shares, and/or Common Share Rights. A 9.99% blocker prevents conversion to the extent a holding company and its affiliates would exceed that ownership level after conversion.

The issuer effected a one-for-ten reverse split on October 19, 2026. The reported percentage uses a 1,681,420-share calculation basis, reflecting shares outstanding immediately after the split plus approximate conversion shares subject to the blocker. Each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Key Figures

Beneficially owned shares reported: 168,732 Ordinary Shares Reported percentage of class: 9.9% Shares held by Freight Opportunities LLC: 16,099 shares +4 more

7 metrics

Beneficially owned shares reported 168,732 Ordinary Shares Reported for each reporting person with shared voting and dispositive power.

Reported percentage of class 9.9% Reported for each reporting person.

Shares held by Freight Opportunities LLC 16,099 shares Post-split basis as of October 18, 2026.

Blocker threshold 9.99% Limits conversions when holdings with affiliates would exceed the threshold after conversion.

Conversion-right period 60 days Approximate shares the holding companies have the right to acquire through conversions.

Reverse split ratio One-for-ten reverse split Effective October 19, 2026.

Reported percentage calculation basis 1,681,420 shares Reflects shares outstanding immediately after the reverse split plus approximate conversion shares subject to the Blocker.

Key Terms

beneficial ownership, Blocker, Common Share Rights, shared voting and dispositive power, +1 more

5 terms

beneficial ownership regulatory

"disclaims beneficial ownership of the Shares reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Blocker regulatory

"subject to the Blocker"

Common Share Rights financial

"convertible notes, Series B Preferred Shares, and/or Common Share Rights"

shared voting and dispositive power regulatory

"may be deemed to have shared voting and dispositive power"

Rule 13d-3(d)(1)(i) regulatory

"in accordance with Rule 13d-3(d)(1)(i)"

Stock Split

1-for-10 reverse split · Effective October 19, 2026

Split Ratio 1-for-10 reverse split

Effective Date October 19, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FRGT shares do the reporting persons report owning?

Each reporting person reports beneficial ownership of 168,732 Ordinary Shares, or 9.9%, with shared voting and dispositive power. The repeated entries reflect overlapping attribution across the reporting group. The disclosure says 16,099 shares were held by Freight Opportunities LLC and also includes approximate conversion rights held by the holding companies.

How does FRGT's 9.99% conversion blocker work?

The blocker prevents a holding company from converting its convertible notes, Series B Preferred Shares, and/or Common Share Rights to the extent the company and its affiliates would beneficially own more than 9.99% of shares issued and outstanding after conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:40 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:39 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Freight Technologies, Inc.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G51413170

(CUSIP Number)

10/18/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

Freight Opportunities LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

ATW Opportunities Master Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

Freight Opportunities II LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

Trumpcoin Ventures II LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

ATW Opportunities Master Fund II, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

ATW Partners Opportunities Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

Kerry Propper

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): G51413170

1

Names of Reporting Persons

Antonio Ruiz-Gimenez

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

SPAIN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,732.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,732.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,732.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Freight Technologies, Inc.
(b)	Address of issuer's principal executive offices: 2001 Timberloch Place, Suite 500 The Woodlands, New York 77380
Item 2.
(a)	Name of person filing: Freight Opportunities LLC* ATW Opportunities Master Fund, L.P.* Freight Opportunities II LLC* Trumpcoin Ventures II LLC* ATW Opportunities Master Fund II, LP* ATW Partners Opportunities Management, LLC* Kerry Propper* Antonio Ruiz-Gimenez*
(b)	Address or principal business office or, if none, residence: 1 Pennsylvania Plaza, Suite 4810 New York, New York 10119
(c)	Citizenship: Freight Opportunities LLC - Delaware ATW Opportunities Master Fund, L.P. - Delaware Freight Opportunities II LLC - Delaware Trumpcoin Ventures II LLC - Delaware ATW Opportunities Master Fund II, LP - Delaware ATW Partners Opportunities Management, LLC - Delaware Kerry Propper - United States Antonio Ruiz-Gimenez - Spain
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP No.: G51413170
Item 4.	Ownership
(a)	Amount beneficially owned: Freight Opportunities LLC - 168,732* ATW Opportunities Master Fund, L.P. - 168,732* Freight Opportunities II LLC - 168,732* Trumpcoin Ventures II LLC - 168,732* ATW Opportunities Master Fund II, LP - 168,732* ATW Partners Opportunities Management, LLC - 168,732* Kerry Propper - 168,732* Antonio Ruiz-Gimenez - 168,732* *The Ordinary Shares (the "Shares") reported herein represents 16,099 Shares (on a post-split basis, giving effect to the Reverse Split described below) held by Freight Opportunities LLC ("Freight Opps") as of the date which requires the filing of this statement and the approximate amount of Shares that Freight Opps, Freight Opportunities II LLC ("Freight Opps II"), and Trumpcoin Ventures II LLC ("Trumpcoin," and collectively with Freight Opps and Freight Opps II, the "Holding Companies") have the right to acquire within sixty (60) days through the conversion of convertible notes, Series B Preferred Shares, and/or Common Share Rights issued by Freight Technologies, Inc. (the "Issuer"). Freight Opps is wholly owned by the private fund, ATW Opportunities Master Fund, L.P. ("ATW Opps Fund"). Freight Opps II and Trumpcoin are wholly owned by ATW Opportunities Master Fund II, LP ("ATW Opps Fund II" and together with ATW Opps Fund, the "Funds"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Funds. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Companies, the Funds, and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Companies. On October 19, 2026, the Issuer effected a one-for-ten reverse split of its Ordinary Shares (the "Reverse Split"). Although the event requiring the filing of this statement occurred on October 18, 2026, prior to the effectiveness of the Reverse Split, all share amounts and percentages reported herein have been adjusted to give effect to the Reverse Split. Each of the Holding Companies' convertible notes, Series B Preferred Shares, and/or Common Share Rights are subject to a blocker which prevents the Holding Companies from converting their respective convertible notes, Series B Preferred Shares, and/or Common Share Rights into Shares to the extent that, upon such conversion, the Holding Companies, together with their affiliates would beneficially own in excess of 9.99% of the Shares issued and outstanding as a result of such conversion (the "Blocker"). As such, the percent of class reported herein gives effect to the Blocker and is based on 1,681,420 Shares issued and outstanding, which reflects the Issuer's Shares outstanding immediately following the Reverse Split, as reported in the Issuer's Form 6-K filed on October 15, 2026, plus the approximate total number of Shares that the Reporting Persons have the right to acquire upon the conversion of their respective convertible notes, Series B Preferred Shares, and/or Common Share Rights, subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
(b)	Percent of class: Freight Opportunities LLC - 9.9% ATW Opportunities Master Fund, L.P. - 9.9% Freight Opportunities II LLC - 9.9% Trumpcoin Ventures II LLC - 9.9% ATW Opportunities Master Fund II, LP - 9.9% ATW Partners Opportunities Management, LLC - 9.9% Kerry Propper - 9.9% Antonio Ruiz-Gimenez - 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Freight Opportunities LLC - 0 ATW Opportunities Master Fund, L.P. - 0 Freight Opportunities II LLC - 0 Trumpcoin Ventures II LLC - 0 ATW Opportunities Master Fund II, LP - 0 ATW Partners Opportunities Management, LLC - 0 Kerry Propper - 0 Antonio Ruiz-Gimenez - 0
	(ii) Shared power to vote or to direct the vote: Freight Opportunities LLC - 168,732* ATW Opportunities Master Fund, L.P. - 168,732* Freight Opportunities II LLC - 168,732* Trumpcoin Ventures II LLC - 168,732* ATW Opportunities Master Fund II, LP - 168,732* ATW Partners Opportunities Management, LLC - 168,732* Kerry Propper - 168,732* Antonio Ruiz-Gimenez - 168,732*
	(iii) Sole power to dispose or to direct the disposition of: Freight Opportunities LLC - 0 ATW Opportunities Master Fund, L.P. - 0 Freight Opportunities II LLC - 0 Trumpcoin Ventures II LLC - 0 ATW Opportunities Master Fund II, LP - 0 ATW Partners Opportunities Management, LLC - 0 Kerry Propper - 0 Antonio Ruiz-Gimenez - 0
	(iv) Shared power to dispose or to direct the disposition of: Freight Opportunities LLC - 168,732* ATW Opportunities Master Fund, L.P. - 168,732* Freight Opportunities II LLC - 168,732* Trumpcoin Ventures II LLC - 168,732* ATW Opportunities Master Fund II, LP - 168,732* ATW Partners Opportunities Management, LLC - 168,732* Kerry Propper - 168,732* Antonio Ruiz-Gimenez - 168,732*
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Freight Opportunities LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of its Manager
Date:	10/23/2026

ATW Opportunities Master Fund, L.P.

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of the General Partner
Date:	10/23/2026

Freight Opportunities II LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of its Manager
Date:	10/23/2026

Trumpcoin Ventures II LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of its Manager
Date:	10/23/2026

ATW Opportunities Master Fund II, LP

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of the General Partner
Date:	10/23/2026

ATW Partners Opportunities Management, LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member
Date:	10/23/2026

Kerry Propper

Signature:	/s/ Kerry Propper
Name/Title:	Individually
Date:	10/23/2026

Antonio Ruiz-Gimenez

Signature:	/s/ Antonio Ruiz-Gimenez
Name/Title:	Individually
Date:	10/23/2026

Exhibit Information

Exhibit I - JOINT FILING STATEMENT