CORRESP Filing
Freight Technologies, Inc.
Date: June 26, 2025 · CIK: 0001687542 · Accession: 0001641172-25-016701
AI Filing Summary & Sentiment
File numbers found in text: 001-38172
Referenced dates: June 5, 2025
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CORRESP
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filename1.htm
Freight
Technologies, Inc.
2001
Timberloch Place, Suite 500
The
Woodlands, TX 77380
June
26, 2025
Division
of Corporation Finance
Office
of Energy & Transportation
US
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attn:
Lily Dang and Karl Hiller
Re:
Freight Technologies, Inc.
Form
10-K for the Fiscal Year ended December 31, 2024
Filed
April 14, 2025
File
No. 001-38172
Dear
Lily Dang & Karl Hiller:
We
hereby submit the responses of Freight Technologies, Inc. (the "Company") to the comments of the staff (the "Staff")
of the U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter, dated June 5, 2025,
providing the Staff's comments with respect to the Company's annual report on Form 10-K for the fiscal year ended December
31, 2024 (the "Annual Report"). Concurrently with the filing of this response letter, we have submitted an amendment to the
Annual Report that incorporates our changes as indicated below made in response to the Staff's comments.
For
the convenience of the Staff, each of the Staff's comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to "we," "us" and "our" refer to
the Company on a consolidated basis.
Annual
Report on Form 10-K for the Fiscal Year ended December 31, 2024
Management's
Discussion and Analysis, page 44
Revenues,
page 45
1.
Please expand your disclosures to include a summary table of the non-financial operating measures for each period, as pertaining to revenues
of the Freight Transportation Brokerage and Dedicated Capacity segments, including measures that are specific to your FTL, LTL, and ocean
container shipments, and the shipping capacity sold, to comply with Item 303(a) of Regulation S-K.
For
example, these should include volumetric and unitary measures such as the number of shipments, miles transported, trucks providing capacity,
average prices per unit, and any other details that are correlated with your performance obligations and relevant to understanding the
activity that is reflected in your financial statements.
Please
also disclose the extent to which material changes in revenues are attributable to changes in volumes, and separately to changes in prices,
product mix, and other factors to comply with Item 303(b) and (b)(2) of Regulation S-K.
Response:
In prior annual reports, the Company did not provide quantitative schedules of volumetric and unitary measures of shipments or related
details specific to its revenues from its two lines of services. We did provide qualitative analysis of changes in volumes and rates,
which impacted revenue.
For
operating metrics with respect to annual revenue for the year ending December 31, 2024 vs. 2023, please find the schedule and additional
analysis below.
$'000 (USD)
2024
2023
YoY
YoY %
Freight Transportation Brokerage
8,635
13,474
(4,839 )
-36 %
Dedicated Capacity
5,094
3,586
1,507
42 %
Total Revenue
13,729
17,061
(3,332 )
-20 %
Volumes
2024
2023
YoY
YoY %
Brokerage Shipments
4,780
6,886
(2,106 )
-31 %
Dedicated Capacity Truck Days
15,139
9,045
6,094
67 %
The
Freight Transportation Brokerage service line experienced a 31% decline in the number of shipments; 35% lower for US domestic, 24% lower
in Mexico domestic, and a 36% lower for cross-border shipments. As indicated in our 10-K, the declines in this service line were primarily
a factor of the Company seeking higher margin business and specific circumstances with a few customers.
The
Dedicated Capacity service line experienced a 67% increase in the number of truck days made available to our Fr8Fleet customers. One
truck day means a standard 53' dry-van trailer and truck being available to serve the customer for one full working day. The increase
in truck days exceeded the increase in revenue, primarily due to the Company providing significantly more local, short-haul capacity
in 2024 for its primary Fr8Fleet customer, Kimberly Clark de Mexico (KCM), which is provided at a lower daily rate than longer haul capacity.
2
Costs
of Revenues, page 45
2.
Please expand your discussion and analysis pertaining to cost of revenues as necessary to clearly describe the composition and nature
of items included in your costs of revenues; and include corresponding details adjacent to your revenue recognition accounting policy
disclosures on pages F-14 and F-15 of the financial statements.
As
you appear to disclose a measure of gross margin that excludes depreciation and amortization that is related to cost of revenue, this
would be considered a non-GAAP measure. If the measure is incomplete and you wish to retain the non-GAAP measure, please revise the label
and add disclosures to comply with item 10(e) of Regulation SK, including presenting and discussing the most directly comparable GAAP
measure, with equal or greater prominence, and including a reconciliation.
Under
this scenario we believe the most directly comparable GAAP measure would be gross margin, reflecting all costs of sales. However, if
depreciation and amortization is not attributable to cost of sales, explain to us your view and the reasons for the parenthetical captions
utilized in your financial presentations.
Response :
The Company's cost of revenue for both freight brokerage and dedicated services is entirely comprised of the costs our carriers
incur and invoice us to perform the service. In the case of freight brokerage services, this reflects their total costs for hauling the
customers freight from origin to destination. In the case of dedicated capacity services, this reflects having the trucks available to
haul freight for the customer and costs related to any freight movements. For both services, these costs include any accessorial charges
carriers may incur such as loading or unloading, drayage, stoppage, fuel surcharges, border-crossing, packing materials, etc.
The
Company's depreciation and amortization costs relate to the Company's use over time of internally developed software, computer
equipment, furniture, and our internet domain name. The Company considers all such costs to be operating expenses and not part of our
cost of revenue. The parenthetical captions utilized in our financial presentations were consistent with prior reporting to provide clarity
that depreciation and amortization are not part of our cost of revenue.
3
Other
Income and Expenses, page 47
3.
We note that you report a gain of $1.6 million in 2024 resulting from extinguishments of convertible notes issued in 2023 and promissory
notes issued in 2024, having Freight Opportunities, LLC as the counterparty, according to the disclosures on pages F-20 and F-23. On
page 62, you indicate this entity, along with Freight Opportunities II, LLC, collectively beneficially own or control 91.1% of your shares.
Please
expand your disclosure herein to provide further details regarding the terms of the cancellation agreements, and of the obligations that
have been extinguished, including the circumstances precipitating the event, the principal and interest balances of the notes that were
cancelled, and any related consideration or contingency.
Response :
The Company filed a Form 6-K on September 4, 2024 announcing extinguishment of the convertible notes and promissory notes, and included
the entirety of the cancelation agreement in the filing. The components of the $1.6 million were:
Principal of Promissory Term Notes
$ 875,000
Promissory Note Accrued Interest
$ 30,822
Book Value of Convertible Note
$ 219,840
Convertible Note Accrued Interest
$ 482,103
Total
$ 1,607,766
There
were no other related considerations or contingencies.
To
note, as of March 31, 2025, Freight Opportunities, LLC and Freight Opportunities II, LLC collectively owned 91.1% of the Company on a
fully diluted basis, assuming all outstanding warrants and preferred shares the entities held were exercised or converted. The entities
held 208,110 ordinary shares as of March 31, 2025 or 9.2% of the outstanding ordinary shares. The debt cancellation agreement did not
require the Company to issue any additional ordinary shares, preferred shares or warrants to either entity.
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosures,
page
50
4.
We note that you have endeavored to provide certain required information about your relationships with three accounting firms that had
been engaged to conduct auditing and review services. However, various representations and dates within these disclosures are inconsistent
with prior disclosures or not clearly aligned. Please revise your disclosures as necessary to correct errors and misrepresentations to
include revisions that address the following points.
(a)
Your statement that UHY LLP resigned is not consistent with the report that you filed on July 10, 2024, which indicates that UHY LLP
was dismissed.
(b)
Your statement that Marcum LLP was engaged on June 20, 2024 is not consistent with the report that you filed on January 10, 2025, which
indicates that Marcum LLP was engaged August 22, 2024.
(c)
It appears that you intended to specify the periods prior to your dismissal of Marcum LLP in the sixth paragraph, in making a representation
about whether or not there were disagreements or reportable events, although you reference an interim period that is not aligned with
the date of their dismissal, and is not consistent with the report that you filed on January 10, 2025, which covers the period up to
the date of dismissal.
4
(d)
You have duplicate representations in the first and fifth paragraphs stating that Marcum LLP "has not provided any audit services
to the Company subsequent to July 4, 2024" (which is the date that you also associate with the resignation of UHY LLP). Clarify
whether these are accurate with respect to Marcum LLP, or if one of these should pertain to UHY LLP, and if a different date is needed
to align with the audit and review work of Marcum LLP.
(e)
Your statement that Marcum LLP resigned is not consistent with the report that you filed on January 10, 2025, which indicates that you
dismissed Marcum LLP.
(f)
You have duplicate representations in the third and seventh paragraphs about a letter from Marcum LLP that is filed as an exhibit. Clarify
whether one of those was intended to express something similar with respect to UHY LLP.
(g)
The seventh paragraph indicates that you asked Marcum LLP to provide a letter regarding the views of UHY LLP, which does not correlate
with the disclosure requirement or the contents of the letter that you have filed as an exhibit.
(h)
Your representation in the last paragraph regarding the engagement of TAAD LLP and whether the firm had been consulted with respect to
certain matters prior to its engagement, does not fulfill the disclosure requirement because you reference Marcum LLP instead.
Response :
In consideration of the points raised here under item number four, the eight paragraphs in the section titled "Changes in and Disagreements
with Accountants on Accounting and Financial Disclosures" should be adjusted to read as follows: (Words bolded to emphasize adjustments
and bullet points referenced.)
Point
(a) and (d) : UHY LLP ("UHY") audited our consolidated financial statements for the year ended December 31, 2023 and 2022.
On July 4, 2024, UHY was dismissed (a) as our independent registered public accounting firm. The audit reports of UHY on the Company's
financial statements as of and for the fiscal years ended December 31, 2023 and 2022 contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting principles. UHY did not provide an audit report on our
financial statements for any period subsequent to December 31, 2023. UHY (d) has not provided any audit services to the Company
subsequent to July 4, 2024.
During
the Company's two most recent fiscal years ended December 31, 2023 and 2022, and for the subsequent interim period through July
4, 2024, (i) there were no "disagreements" between us and UHY (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K promulgated by the SEC ("Regulation S-K") and the related instructions to this item) on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of UHY, would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial
statements for such period, and (ii) there were no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation
S-K, other than as described below.
Point
(h) : We provided UHY with a copy of the foregoing disclosures and requested UHY to furnish us with a letter addressed to the SEC
stating whether or not UHY agrees with the above disclosures. A copy of UHY 's (f) letter is filed as Exhibit 16.1
to this report.
5
Point
(b), (d) and (e) : On August 22, 2024, (b) we engaged Marcum LLP ("Marcum") as our new independent registered public
accounting firm. During the Company's two most recent fiscal years ended December 31, 2023 and 2022, and for the subsequent interim
period through the date hereof prior to the engagement of Marcum, neither the Company nor anyone on its behalf consulted Marcum regarding
any of the matters described in Items 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
On
January 7, 2025, Marcum was dismissed (e) as our independent registered public accounting firm. Marcum has not reported on the
Company's consolidated financial statements for any interim or annual period. Marcum has not provided any audit services to the
Company subsequent to January 7, 2025 (d) .
Point
(c), (f) and (g): During the Company's fiscal year ended December 31, 2024 , and for the subsequent interim period through January
7, 2025 , (c) (i) there were no "disagreements" between us and Marcum (as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to this item) on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused them
to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such period,
and (ii) there were no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K, other than as
described below.
We
provided Marcum with a copy of the foregoing disclosures and requested Marcum to furnish us with a letter addressed to the SEC stating
whether or not Marcum (f) (g) agrees with the above disclosures. A copy of Marcum's letter is filed as Exhibit 16.2 to this
report.
Point
(h) : On January 6, 2025, we engaged TAAD LLP ("TAAD") as our new independent registered public accounting firm. During
the Company's two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through the
date hereof prior to the engagement of TAAD, neither the Company nor anyone on its behalf consulted TAAD (h) regarding any of
the matters described in Items 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
5.
We note your disclosures indicating that you engaged Marcum LLP as your independent registered public accounting firm on June 20, 2024,
and that the firm resigned on January 7, 2025.
Please
explain to us the reasons that Marcum LLP resigned, including details of any precipitating circumstances and any communications involving
the company during the period of the engagement. Please also describe for us in reasonable detail the extent to which the firm had conducted
audit and revi