Freight Technologies (FRGT) investors disclose 9.9% beneficial stake

Rhea-AI Filing Summary

Freight Technologies, Inc. received a Schedule 13G from DIP SPV I, L.P., ATW Fund I, L.P., ATW Partners LLC, and individuals Kerry Propper and Antonio Ruiz‑Gimenez. They report beneficial ownership of 184,309 ordinary shares, representing 9.9% of the class.

The shares can be acquired within sixty days through the exercise or conversion of Series C preferred stock held by DIP SPV I, L.P., which is subject to a 9.99% ownership blocker. The filers state the securities are not held for the purpose of changing or influencing control of Freight Technologies and each disclaims beneficial ownership beyond any pecuniary interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Freight Technologies, Inc.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G51413154

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. G51413154

1

Names of Reporting Persons

DIP SPV I, 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 184,309.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 184,309.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

184,309.00

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 No. G51413154

1

Names of Reporting Persons

ATW Fund I, 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 184,309.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 184,309.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

184,309.00

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 No. G51413154

1

Names of Reporting Persons

ATW Partners 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 184,309.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 184,309.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

184,309.00

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 No. G51413154

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 184,309.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 184,309.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

184,309.00

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 No. G51413154

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 184,309.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 184,309.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

184,309.00

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, Texas 77380
Item 2.
(a)	Name of person filing: DIP SPV I, L.P.* ATW Fund I. L.P.* ATW Partners 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: DIP SPV I, L.P. - British Virgin Islands ATW Fund I. L.P. - Delaware ATW Partners LLC - Delaware Kerry Propper - United States Antonio Ruiz-Gimenez - Spain
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP No.: G51413154
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: DIP SPV I, L.P. - 184,309* ATW Fund I. L.P. - 184,309* ATW Partners LLC - 184,309* Kerry Propper - 184,309* Antonio Ruiz-Gimenez - 184,309* **The Ordinary Shares (the "Shares") reported herein represents the approximate number of Shares which DIP SPV I, L.P. (the "Holding Company") can acquire within sixty (60) days through the exercise and/or conversion of Series C Preferred Stock (the "Preferred Stock") issued by Freight Technologies, Inc. (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Fund I, L.P. (the "Fund"). ATW Partners LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, Fund, and 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 Company. The Holding Company's Preferred Stock is subject to a blocker which prevents the Holding Company from exercising and/or converting its Preferred Stock into Shares to the extent that, upon such exercise or conversion, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker"). For the sake of clarity, as of the date of this filing, an affiliate of the Reporting Persons holds certain Shares, and such Shares have been excluded for purposes of the beneficial ownership reported herein. As such, the percent of class reported herein is giving effect to the Blocker and is based upon the Issuers number of Shares outstanding plus the approximate total number of Shares that the Reporting Persons can acquire upon the exercise and/or conversion of its Preferred Stock subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act. This report 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: DIP SPV I, L.P. - 9.9% ATW Fund I. L.P. - 9.9% ATW Partners 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: DIP SPV I, L.P. - 0 ATW Fund I. L.P. - 0 ATW Partners LLC - 0 Kerry Propper - 0 Antonio Ruiz-Gimenez - 0
	(ii) Shared power to vote or to direct the vote: DIP SPV I, L.P. - 184,309* ATW Fund I. L.P. - 184,309* ATW Partners LLC - 184,309* Kerry Propper - 184,309* Antonio Ruiz-Gimenez - 184,309*
	(iii) Sole power to dispose or to direct the disposition of: DIP SPV I, L.P. - 0 ATW Fund I. L.P. - 0 ATW Partners LLC - 0 Kerry Propper - 0 Antonio Ruiz-Gimenez - 0
	(iv) Shared power to dispose or to direct the disposition of: DIP SPV I, L.P. - 184,309* ATW Fund I. L.P. - 184,309* ATW Partners LLC - 184,309* Kerry Propper - 184,309* Antonio Ruiz-Gimenez - 184,309*
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.

DIP SPV I, L.P.

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of the General Partner
Date:	01/12/2026

ATW Fund I, L.P.

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of the General Partner
Date:	01/12/2026

ATW Partners LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member
Date:	01/12/2026

Kerry Propper

Signature:	/s/ Kerry Propper
Name/Title:	Individually
Date:	01/12/2026

Antonio Ruiz-Gimenez

Signature:	/s/ Antonio Ruiz-Gimenez
Name/Title:	Individually
Date:	01/12/2026

Exhibit Information

Exhibit I - JOINT FILING STATEMENT

FAQ

What percentage of Freight Technologies (FRGT) shares do the reporting persons own?

They report beneficial ownership of 9.9% of Freight Technologies’ ordinary shares, based on the issuer’s outstanding shares plus those acquirable from their preferred stock.

How many Freight Technologies shares are reported as beneficially owned?

The group reports beneficial ownership of 184,309 ordinary shares of Freight Technologies, Inc.

Who are the reporting persons in this Freight Technologies Schedule 13G?

The reporting persons are DIP SPV I, L.P., ATW Fund I, L.P., ATW Partners LLC, and individuals Kerry Propper and Antonio Ruiz‑Gimenez.

How do the reporting persons obtain their Freight Technologies share exposure?

Their exposure comes from Series C Preferred Stock issued by Freight Technologies, which can be exercised or converted into approximately 184,309 ordinary shares within sixty days.

What is the 9.99% blocker mentioned in the Freight Technologies filing?

The preferred stock is subject to a 9.99% beneficial ownership blocker, which prevents conversion or exercise to the extent it would cause the holder and its affiliates to own more than 9.99% of Freight Technologies’ outstanding ordinary shares.

Is this Freight Technologies stake intended to influence control of the company?

The certifying parties state the securities were not acquired and are not held for the purpose of changing or influencing the control of Freight Technologies.

How are voting and dispositive powers over the Freight Technologies shares allocated?

Each reporting person reports 0 shares with sole power to vote or dispose and 184,309 shares with shared voting and dispositive power, reflecting their relationships through DIP SPV I, L.P. and related ATW entities.