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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Freight Technologies, Inc. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
(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) |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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 |
SCHEDULE 13G
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13G
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| 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.:
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| 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% %
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| (c) | Number of shares as to which the person has:
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| (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. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit I - JOINT FILING STATEMENT |