SEC Comment Letter 0000000000-23-010827 to Freight Technologies, Inc. (FRGT)
Freight Technologies, Inc.
Date: Sept. 29, 2023 · CIK: 0001687542 · Accession: 0000000000-23-010827
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38172
Letter
United States securities and exchange commission logo September 29, 2023 Paul Freudenthaler Chief Financial Officer Freight Technologies, Inc. 2001 Timberloch Place, Suite 500 The Woodlands, TX 77380 Re:Freight Technologies, Inc. Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-38172 Dear Paul Freudenthaler: We have reviewed your amended filing in response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 1 1.We note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your
FirstName LastNamePaul Freudenthaler Comapany NameFreight Technologies, Inc. September 29, 2023 Page 2 FirstName LastName Paul Freudenthaler Freight Technologies, Inc. September 29, 2023 Page 2 determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.We note that the disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for "our company." We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in countries outside China. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. •With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response. •With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 4.We note your disclosure pursuant to Item 16I(b)(3) addresses ownership or control by governmental entities in "China." However, we note your definition of "China" on page 2 of your Annual Report on Form 20-F filed on April 21, 2023 distinguishes between mainland China and Hong Kong. Please supplementally tell us the ownership or control by governmental entities in Hong Kong as well as in China. 5.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Benjamin Tan, Esq.
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United States securities and exchange commission logo
September 29, 2023
Paul Freudenthaler
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended
December 31, 2022
File No. 001-38172
Dear Paul Freudenthaler:
We have reviewed your amended filing in response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 1
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
FirstName LastNamePaul Freudenthaler
Comapany NameFreight Technologies, Inc.
September 29, 2023 Page 2
FirstName LastName
Paul Freudenthaler
Freight Technologies, Inc.
September 29, 2023
Page 2
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that the disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for
"our company." We also note that your list of subsidiaries in Exhibit 8.1 appears to
indicate that you have subsidiaries in countries outside China. Please note that Item
16I(b) requires that you provide disclosures for yourself and your consolidated foreign
operating entities, including variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.We note your disclosure pursuant to Item 16I(b)(3) addresses ownership or control by
governmental entities in "China." However, we note your definition of "China" on page 2
of your Annual Report on Form 20-F filed on April 21, 2023 distinguishes between
mainland China and Hong Kong. Please supplementally tell us the ownership or control
by governmental entities in Hong Kong as well as in China.
5.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Benjamin Tan, Esq.