SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 18 - SUBSEQUENT EVENTS Management has evaluated subsequent events through April 11, 2025 the date that the consolidated financial statements were available for issuance. Change of our Certifying Accountant On January 7, 2025, we announced that our Audit Committee had approved the change our PCAOB-registered, public auditing firm, for the purpose of conducting annual audits and quarterly reviews of our financial statements and accompanying notes, from Marcum LLP to TAAD LLP. FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS From the time of appointment on August 22, 2024 through January 7, 2025, there were no “disagreements” (as defined in Item 16F(a)(1)(iv) of Form 20-F) with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the disagreements in connection with Marcum’s report. During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through January 7, 2025, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto. Notice of Failure to Satisfy Continued Listing Rule On January 13, 2025, we received a notice the Nasdaq (the “Notice”) informing us that that the Company no longer complies with Nasdaq listing rules (the “Rules”) requiring companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity. The Company was given 45 calendar days from the date of the Notice to submit a plan (the “Plan”) to regain compliance, and on February 27, 2025, the Company submitted a Plan it believes will remediate the shareholders’ equity deficit and allow the Company to remain compliant. If the Plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. However, there can be no assurance that Nasdaq will accept the Plan or that the Company will be able to regain compliance with the Rules. Entry into Material Definitive Agreement On February 3, 2025, the Company completed a private placement with certain investors, wherein a total of 1,540,832 Series A4 preferred shares of the Company, par value $0.0001 per share (the “Preferred Shares”), with each investor receiving 770,416 Preferred Shares, for a total purchase price of approximately $3,000,000 (the “Offering”). The Offering raised net cash proceeds of approximately $2.9 million (after deducting the transfer agent and legal fees and expenses of the Offering). The Company intends to use the net cash proceeds from the Offering for working capital and corporate purposes. Pursuant to the Amended and Restated Memorandum and Articles of Association filed with the Registrar of Corporate Affairs of the British Virgins Islands on January 31, 2025 (the “Amended and Restated M&A”), each Preferred Share is immediately convertible on the date of issuance, by dividing the respective Series A Reference Price (as defined in the Amended and Restated M&A) of such Preferred Share by the applicable conversion price (the “Preferred Shares Conversion Price”) at the option of the shareholder thereof, at any time and from time to time, and without the payment of additional consideration by the shareholder thereof, into such number of fully paid and non-assessable ordinary shares, with no par value per share, of the Company (the “Ordinary Shares”). Pursuant to the Amended and Restated M&A, the Preferred Shares Conversion Price shall be the greater of (i) the lowest daily VWAP (as defined in the Amended and Restated M&A) of the Ordinary Shares in the seven (7) consecutive Trading Day (as defined in the Amended and Restated M&A) period immediately preceding the date of the conversion of the applicable Preferred Share and (ii) the Series A4 Conversion Price Floor (as defined in the Amended and Restated M&A). In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors containing customary representations and warranties. Pursuant to the Purchase Agreement the Company will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Ordinary Shares issuable upon conversion of the Preferred Shares, no later than March 30, 2025, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective at the as soon as possible thereafter, but in any event no later than 90 days of the Closing Date (as defined under the Purchase Agreement). The Company will be obliged to pay certain liquidated damages to the investors if the Company fails to file the Registration Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the Securities Purchase Agreement. The maximum amount of such liquidated damages payable shall not exceed 20% of the aggregate reference price of the Preferred Shares sold hereunder. FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restructure On February 7, 2025, the Company announced that it had completed a headcount restructuring process aimed at streamlining operations and reducing costs after conducting a comprehensive, organization-wide analysis to determine the appropriate team size and structure. This included a 20% reduction in workforce across the Company to create operational efficiencies and align resources to support our technology-driven objectives. A critical objective of the restructuring process is to optimize Company resources to best support the commercialization of its Transportation Management System (“TMS”) software solution, Fleet Rocket, which was launched in February 2025 as a SaaS offering. Targeted sales and marketing initiatives, customer and carrier relationship strengthening, ongoing product development efforts, and internal training and process improvements all for Fleet Rocket are all part of the restructuring. Change in the Members of our Board of Directors Effective February 14, 2025, Paul Freudenthaler and William Samuels submitted their resignations as directors to the Board of Directors of the Company. Their resignations were not the result of any dispute or disagreement with the Company or the Board. Mr. Freudenthaler will continue as the Company Secretary. On February 14, 2025, the Board approved the appointment of Leilei Nie and Andres Gonzalez as the directors of the Company. On February 19, 2025, pursuant to the approval of the Board, the Company entered into the Company’s standard form of the Independent Director Agreement with Ms. Nie and Mr. Gonzalez, respectively. Their initial terms as directors will be subject to an annual approval of the Board until the director’s removal or resignation. Under the Independent Director Agreement, the Company will pay Ms. Nie and Mr. Gonzalez an annual cash fee of $24,000. The Company will pay or reimburse Ms. Nie and Mr. Gonzalez for pre-approved reasonable business-related expenses incurred in good faith in the performance of the director’s duties for the Company. Either party of the Independent Director Agreement may each terminate the agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay any compensation and expenses due up to the termination date. On February 19, 2025, in connection with Ms. Nie and Mr. Gonzalez appointments as directors, each of Ms. Nie and Mr. Gonzalez entered into the Company’s standard form of Indemnification Agreement, providing, among other things, for (i) indemnification of the directors to the fullest extent permitted by the law of the State of New York, and as provided by, or granted pursuant to, any charter provision, its Amended and Restated Memorandum Articles of Association against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim; and (ii) the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under the law of the State of New York, and as provided by, or granted pursuant to, any charter provision, its Amended and Restated Memorandum Articles of Association. The Independent Director Agreement and the Indemnification Agreement are filed as Exhibit 10.1 and Exhibit 10.2 to the related Current Report on Form 8-K, filed with the SEC on February 21, 2025. Included in the filing are brief accounts of the education and business experience during at least the past five years of both Ms. Nie and Mr. Gonzalez. Entry into Material Definitive Agreement On March 31, 2025, the Company entered into a Securities Purchase Agreement, dated as of March 31 2025 (the “Securities Purchase Agreement”) with Fetch Compute, Inc. (the “Purchaser”), wherein the Company sold and the Purchaser purchased 2,311,248 Series A4 preferred shares of the Company, par value $0.0001 per share (the “Purchased Securities”), for a total purchase price of approximately $5,200,000 payable in 11,300,000 FET Tokens (the “Consideration Tokens”) (the “Offering”). “FET Token” is the utility token and the key medium of exchange on the Fetch.ai network. The Company filed an 8-K with the SEC disclosing the offering on April 1, 2025, which includes the entirety of the Securities Purchase Agreement, and on the same day issued a press release announcing the closing of the offering.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

NOTE 18 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through April 11, 2025 the date that the consolidated financial statements were available for issuance.

Change of our Certifying Accountant

On January 7, 2025, we announced that our Audit Committee had approved the change our PCAOB-registered, public auditing firm, for the purpose of conducting annual audits and quarterly reviews of our financial statements and accompanying notes, from Marcum LLP to TAAD LLP.

FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

From the time of appointment on August 22, 2024 through January 7, 2025, there were no “disagreements” (as defined in Item 16F(a)(1)(iv) of Form 20-F) with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the disagreements in connection with Marcum’s report.

During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through January 7, 2025, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto.

Notice of Failure to Satisfy Continued Listing Rule

On January 13, 2025, we received a notice the Nasdaq (the “Notice”) informing us that that the Company no longer complies with Nasdaq listing rules (the “Rules”) requiring companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity. The Company was given 45 calendar days from the date of the Notice to submit a plan (the “Plan”) to regain compliance, and on February 27, 2025, the Company submitted a Plan it believes will remediate the shareholders’ equity deficit and allow the Company to remain compliant. If the Plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. However, there can be no assurance that Nasdaq will accept the Plan or that the Company will be able to regain compliance with the Rules.

Entry into Material Definitive Agreement

On February 3, 2025, the Company completed a private placement with certain investors, wherein a total of 1,540,832 Series A4 preferred shares of the Company, par value $0.0001 per share (the “Preferred Shares”), with each investor receiving 770,416 Preferred Shares, for a total purchase price of approximately $3,000,000 (the “Offering”). The Offering raised net cash proceeds of approximately $2.9 million (after deducting the transfer agent and legal fees and expenses of the Offering). The Company intends to use the net cash proceeds from the Offering for working capital and corporate purposes. Pursuant to the Amended and Restated Memorandum and Articles of Association filed with the Registrar of Corporate Affairs of the British Virgins Islands on January 31, 2025 (the “Amended and Restated M&A”), each Preferred Share is immediately convertible on the date of issuance, by dividing the respective Series A Reference Price (as defined in the Amended and Restated M&A) of such Preferred Share by the applicable conversion price (the “Preferred Shares Conversion Price”) at the option of the shareholder thereof, at any time and from time to time, and without the payment of additional consideration by the shareholder thereof, into such number of fully paid and non-assessable ordinary shares, with no par value per share, of the Company (the “Ordinary Shares”). Pursuant to the Amended and Restated M&A, the Preferred Shares Conversion Price shall be the greater of (i) the lowest daily VWAP (as defined in the Amended and Restated M&A) of the Ordinary Shares in the seven (7) consecutive Trading Day (as defined in the Amended and Restated M&A) period immediately preceding the date of the conversion of the applicable Preferred Share and (ii) the Series A4 Conversion Price Floor (as defined in the Amended and Restated M&A).

In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors containing customary representations and warranties. Pursuant to the Purchase Agreement the Company will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Ordinary Shares issuable upon conversion of the Preferred Shares, no later than March 30, 2025, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective at the as soon as possible thereafter, but in any event no later than 90 days of the Closing Date (as defined under the Purchase Agreement). The Company will be obliged to pay certain liquidated damages to the investors if the Company fails to file the Registration Statement when required, fails to file or cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the Securities Purchase Agreement. The maximum amount of such liquidated damages payable shall not exceed 20% of the aggregate reference price of the Preferred Shares sold hereunder.

FREIGHT TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructure

On February 7, 2025, the Company announced that it had completed a headcount restructuring process aimed at streamlining operations and reducing costs after conducting a comprehensive, organization-wide analysis to determine the appropriate team size and structure. This included a 20% reduction in workforce across the Company to create operational efficiencies and align resources to support our technology-driven objectives. A critical objective of the restructuring process is to optimize Company resources to best support the commercialization of its Transportation Management System (“TMS”) software solution, Fleet Rocket, which was launched in February 2025 as a SaaS offering. Targeted sales and marketing initiatives, customer and carrier relationship strengthening, ongoing product development efforts, and internal training and process improvements all for Fleet Rocket are all part of the restructuring.

Change in the Members of our Board of Directors

Effective February 14, 2025, Paul Freudenthaler and William Samuels submitted their resignations as directors to the Board of Directors of the Company. Their resignations were not the result of any dispute or disagreement with the Company or the Board. Mr. Freudenthaler will continue as the Company Secretary.

On February 14, 2025, the Board approved the appointment of Leilei Nie and Andres Gonzalez as the directors of the Company.

On February 19, 2025, pursuant to the approval of the Board, the Company entered into the Company’s standard form of the Independent Director Agreement with Ms. Nie and Mr. Gonzalez, respectively. Their initial terms as directors will be subject to an annual approval of the Board until the director’s removal or resignation. Under the Independent Director Agreement, the Company will pay Ms. Nie and Mr. Gonzalez an annual cash fee of $24,000. The Company will pay or reimburse Ms. Nie and Mr. Gonzalez for pre-approved reasonable business-related expenses incurred in good faith in the performance of the director’s duties for the Company. Either party of the Independent Director Agreement may each terminate the agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay any compensation and expenses due up to the termination date.

On February 19, 2025, in connection with Ms. Nie and Mr. Gonzalez appointments as directors, each of Ms. Nie and Mr. Gonzalez entered into the Company’s standard form of Indemnification Agreement, providing, among other things, for (i) indemnification of the directors to the fullest extent permitted by the law of the State of New York, and as provided by, or granted pursuant to, any charter provision, its Amended and Restated Memorandum Articles of Association against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim; and (ii) the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under the law of the State of New York, and as provided by, or granted pursuant to, any charter provision, its Amended and Restated Memorandum Articles of Association.

The Independent Director Agreement and the Indemnification Agreement are filed as Exhibit 10.1 and Exhibit 10.2 to the related Current Report on Form 8-K, filed with the SEC on February 21, 2025. Included in the filing are brief accounts of the education and business experience during at least the past five years of both Ms. Nie and Mr. Gonzalez.

Entry into Material Definitive Agreement

On March 31, 2025, the Company entered into a Securities Purchase Agreement, dated as of March 31 2025 (the “Securities Purchase Agreement”) with Fetch Compute, Inc. (the “Purchaser”), wherein the Company sold and the Purchaser purchased 2,311,248 Series A4 preferred shares of the Company, par value $0.0001 per share (the “Purchased Securities”), for a total purchase price of approximately $5,200,000 payable in 11,300,000 FET Tokens (the “Consideration Tokens”) (the “Offering”). “FET Token” is the utility token and the key medium of exchange on the Fetch.ai network.

The Company filed an 8-K with the SEC disclosing the offering on April 1, 2025, which includes the entirety of the Securities Purchase Agreement, and on the same day issued a press release announcing the closing of the offering.