SecProbe.io

CORRESP
 1
 filename1.htm

 Freight
Technologies, Inc.

 2001
Timberloch Place, Suite 500

 The
Woodlands, TX 77380

 August
19, 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:

 Thank
you for the time and telephonic conversation on Friday, August 8, to discuss your follow-up comment letter dated July 24, 2025. It was
very helpful for us in determining the best approach to address your inquiries into Freight Technologies, Inc.'s Form 10-K for
the fiscal year ended December 31, 2024. In response, we are hereby re-submitting 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 July 24, 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").

 For
the convenience of the Staff, the Staff's comments are included and is followed by the 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

 Cost
of Revenue, page 45

 1.
We understand from your response to prior comment 2 that you regard the cost of revenue for freight brokerage and dedicated services
to be entirely comprised of the costs incurred and invoiced by the carriers for the services they provide, and that you regard all of
the depreciation and amortization expense, including amounts related to your internally developed software, to be operating expenses
and not attributable to cost of revenue in accordance with generally accepted accounting principles.

 1

 However,
the accounting policy disclosures on page F-12 refer to internally developed software projects and indicate these are utilized to provide
services to your customers. The disclosures on pages 7 and 10 through 18 explain that your freight management business is based on offering
"a diverse portfolio of proprietary platform solutions" which you describe as being interconnected within a unified platform
that connects Carriers and Shippers. You identify several of these applications, such as Fr8App, Fr8Now, Fr8Fleet, Fr8Radar, Waavely,
and Fleet Rocket, and describe the various circumstances under which they are differentiated, including the types of shipping arrangements
or customers they are designed to manage or serve.

 Based
on these disclosures, please explain to us why you believe that amortization of internally developed software costs would not be regarded
as a cost of revenue under generally accepted accounting principles, considering the guidance on analogous costs in the context of inventory
and contract accounting such as FASB ASC 330-10-30-1 and 8, and FASB ASC 340-40-25-7(c), also considering the presentation requirements
in Rule 5-03.2 of Regulation S-X. We reissue prior comment 2.

 Response :

 To
ensure compliance with generally accepted accounting principles, specifically those that address the definition and composition of cost
of revenue and gross margin (such as FASB ASC 330-10-30-1 and 8, and FASB ASC 340-40-25-7(c), and also with consideration to the presentation
requirements in Rule 5-03.2 of Regulation S-X), the Company will remove all discussion of gross margin from the Management's Discussion
and Analysis section of its Form 10-K, 10-Q and similar filings disclosing our financial statements and discussion thereof. The Company
historically has not reported a gross margin on the Statement of Operations, and for consistency with prior reporting we will maintain
the same presentation.

 Also
for clarification, we will remove the parentheticals after Cost of Revenue "(exclusive of depreciation and amortization shown separately
below)" on the Company's Statement of Operations, as no depreciation or amortization is captured in that category. All of
the Company's depreciation and amortization expense is captured in that category.

 With
our financial reports filed with the SEC, discussion and analysis of the Company's profitability will be on Operating Profit /
(Loss) and Net Profit / (Loss), as reported on the Company's Statement of Operations. Sufficient discussion will also be provided
on the cost elements therein to provide insight into the Company's ongoing financial performance.

 Thank
you for the follow up comments to help ensure the financial reporting of Freight Technologies, Inc. is fully compliant with generally
accepted accounting principles and SEC presentation requirements.

 2

 If
you would like to discuss any of the responses to the Staff's comments or if you would like to discuss any other matters, please
contact the undersigned at don.quinby@fr8hub.com or via phone on +1 (916) 501-9059 or Louis A. Bevilacqua of Bevilacqua PLLC at Lou@bevilacquapllc.com
or via phone on (202) 869-0888 (ext. 100).

 Sincerely,

 FREIGHT
 TECHNOLOGIES, INC.

 By:
 /s/Donald
 Quinby

 Donald
 Quinby

 CFO

 cc:
 Louis
 A. Bevilacqua

 3

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2024

 ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________ to _____________

 Commission
File No. 001-38172

 FREIGHT
 TECHNOLOGIES, INC.

 (Exact
 name of registrant as specified in its charter)

 British Virgin Islands

 47-5429768

 (State
 or other jurisdiction
 of incorporation or organization)

 (I.R.S.
 Employer
 Identification No.)

 2001
 Timberloch Place, Suite 500
 The
 Woodlands, TX

 77380

 (Address
 of principal executive offices)

 (Zip
 Code)

 (773)
 905-5076

 (Registrant's
 telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Ordinary
 Shares, no par value

 FRGT

 The Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

 Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer ☐
 Accelerated
 filer ☐

 Non-accelerated
 filer ☒
 Smaller
 reporting company ☒

 Emerging
 growth company ☐

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Indicate
by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm
that prepared or issued its audit report. ☐

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 As
of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market
value of the registrant's shares of ordinary share, no par value per share ("ordinary shares"), held by non-affiliates
(based upon the closing price of such shares as reported on The Nasdaq Stock Market LLC) was $5,105,717. Ordinary shares held by each
executive officer and director and by each person who owned more than 10% of the outstanding shares of Ordinary Share have been excluded
from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.

 As
of March 31, 2025, there were a total of 2,265,074 shares of the registrant's Ordinary Share with no par value outstanding and
2,265,074 shares of the registrant's Ordinary Share outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Freight
Technologies, Inc.

 Annual
Report on Form 10-KA

 Year
Ended December 31, 2024

 TABLE
OF CONTENTS

 PART II

 Item
 7.
 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.
 1

 Item
 9.
 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.
 8

 Item
 9A.
 Controls
 and Procedures.
 9

 PART III

 Item
 13.
 Certain
 Relationships and Related Transactions, and Director Independence.
 11

 Item
 14.
 Principal
 Accountant Fees and Services.
 12

 PART
 IV

 Item
 15.
 Exhibit
 and Financial Statement Schedules.
 13

 Signatures
 14

 i

 EXPLANATORY
NOTE

 Freight
Technologies, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the
"Original Filing") with the Securities and Exchange Commission (the "SEC") on April 14, 2025. The purpose of
Amendment No. 1 on Form 10-K/A (this "Amendment") is to include additional information throughout that has been requested
to be included pursuant to SEC comment letters, dated June 5, 2025 and July 24, 2025. Additionally, we have made adjustments
to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 9 - Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure, Item 9A - Controls and Procedures and Item 14 - Principal Accountant Fees and
Services.

 Also
as disclosed in the Current Report on Form 8-K, filed by the Company with the SEC on April 30, 2025 that the board of directors (the
"Board") of the Company appointed Andres Gonzalez as Chairman of the Nominating Committee of the Board and a member of the
Compensation Committee of the Board (the "Compensation Committee"), and Leilei Nie as a member of both the Audit Committee
of the Board and the Compensation Committee, the Company also made adjustments to Item 13 - Certain Relationships and Related Transactions,
and Director Independence.

 This
Amendment is being filed solely to reflect the above adjustments. No other changes were made to the Original Filing. Further, no attempt
has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect
events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with the Original Filing and the registrant's other filings with the
SEC.

 ii

 PART II

 ITEM
 7.
 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity
and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our
financial statements and the related notes thereto included elsewhere in this Annual Report. The discussion contains forward-looking
statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management.
Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors,
including those discussed below and elsewhere in this Annual Report, particularly in the sections titled Item 1A. " Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements."

 Select
Financial Data

 The
following table presents the selected consolidated financial information for our Company. All numbers are presented in United States
Dollars. The selected consolidated statements of comprehensive income data for the years ended December 31, 2024, and 2023, and the consolidated
balance sheets data as of December 31, 2024, and 2023, have been derived from our audited consolidated financial statements and are consistent
with numbers reported in our prior annual filings.

 Our
historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should
be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related
notes and "Item 5. Operating and Financial Review and Prospects" below. Our audited consolidated financial statements are
prepared and presented in accordance with U.S. GAAP.

 Year Ended
 Year Ended

 (US$)
 December
 31 2024
 December
 31, 2023

 Revenue
 $ 13,728,922
 $ 17,060,753

 Cost and expenses

 Cost of revenue
 12,389,520
 15,709,673

 Compensation and employee benefits
 5,349,764
 5,963,713

 General and administrative
 1,983,901
 3,163,639

 Sales and marketing
 65,574
 80,328

 Depreciation and amortization
 430,414
 404,598

 Total
 Cost and expenses
 20,219,173
 25,321,951

 Operating Loss
 (6,490,251 )
 (8,261,198 )

 Other income and (expenses)

 Interest income
 1,770
 8,880

 Interest expense
 (675,628 )
 (816,819 )

 Other income
 -
 342

 Other expense
 -
 (499,259 )

 Gain from extinguishment of debt
 1,607,766
 -

 Change in fair value of
 convertible note
 22,602
 345,396

 Total other expense
 956,510
 (961,460 )

 Loss before income taxes
 (5,533,741 )
 (9,222,658 )

 Income tax expense
 67,486
 104,948

 Net
 loss
 (5,601,227 )
 (9,327,606 )

 Foreign currency translation
 (1,740,552 )
 452,917

 Comprehensive
 loss
 (7,341,779 )
 (8,874,689 )

 Weighted average number of shares, basic and
 diluted*
 912,837
 47,867

 Loss per share, basic and
 diluted
 $ (6.41 )
 $ (194.87 )

 *
- The number of shares outstanding was adjusted retroactively for all periods presented to reflect the 10-to-1 reverse stock split change
which was effected on March 24, 2023, the 10-to-1 reve