FreightHub, Inc. executed a non-binding term sheet to acquire Hudson Capital Inc. (NasdaqCM:HUSN) from PX Global Advisors LLC and others for $10.1 million in a reverse merger transaction June 10, 2020. FreightHub, Inc. entered into a definitive merger agreement to acquire Hudson Capital Inc. from PX Global Advisors LLC and others in a reverse merger transaction on October 10, 2020. Under the terms of transaction, each share of Fr8Hub common stock, preferred stock, warrants and options issued and outstanding immediately prior to the effective time shall be canceled and automatically converted into the right to receive, without interest, 1.408617453 shares of purchaser common stock. Immediately following the closing of the merger, the former FreightHub shareholders will hold approximately 85.7% of the combined company and the shareholders of Hudson Capital will retain ownership of approximately 14.3% of the combined company, on a fully diluted basis. Additionally, FreightHub will make a cash payment of $1.75 million to Hudson at closing. The Merger Agreement includes a revenue earnout schedule, based upon FreightHub achieving annual revenue thresholds of $25 million, $50 million and $100 million in 2021, 2022, and 2023, respectively. Existing FreightHub shareholders intend to invest $12 million in connection with the closing of the transaction. The transaction will result in the redomestication of Hudson Capital from the British Virgin Islands to Delaware. The combined company will operate under the name “Freight Technologies, Inc.” and the proposed NASDAQ ticker symbol “FRGT”.

Upon completion of the merger, the existing FreightHub board will lead the merged company and Mike Flinker, FreightHub's President, will serve as President and Director. The combined company's Board of directors is expected to be composed of five directors, four of which will be current directors of Fr8Hub or designees of Fr8Hub, and one of which will be designated by Hudson Capital. The individuals currently identified to serve as Directors of the combined company are: William Samuels; Hon Man Yun, Chief Financial Officer of Hudson; Javier Selgas, Chief Executive Officer and Director of Fr8Hub; Nicholas H. Adler, Director of Fr8Hub; Juan Manuel Trujillo, Chairman of the Board of Directors of Fr8Hub and Jerry L. Hutter, Director of Fr8Hub. The executive management team is expected to comprise of Javier Selgas will be acting as Chief Executive Officer, Mike Flinker as President and Paul Freudenthaler as Chief Financial Officer and Secretary.

The transaction will require the approval of the shareholders of both Hudson Capital and Fr8Hub, and is subject to other customary closing conditions, including the receipt of listing approval from The Nasdaq Stock Market, LLC, all required third party consents and all Governmental Approval, FreightHub shall have delivered a Lock-Up Agreement, FreightHub shall have entered into an indemnification agreement with the Spinoff Entity and its shareholders and the completion of the review of the Registration Statement on Form S-4 to be filed with the SEC and have declared the Registration Statement effective in connection with the proposed merger and Fr8Hub shall have completed the pre-merger private placement transaction, the appointment of the post-Closing board of directors. The Boards of Directors of each of Hudson Capital and FreightHub have unanimously approved the transaction. The Hudson Capital Board recommends the shareholders to vote in favor of the transaction. As on November 6, 2020, 40% shareholders of Hudson Capital entered into support agreement to vote in favor of the transaction. As of an amendment filed on September 15, 2021, the outside closing date of merger has been amended from September 9, 2021 to March 31, 2022. The transaction is expected to close early in the first quarter of 2021.

Chardan is acting as exclusive financial advisor to FreightHub on the proposed transaction and Mitchell Nussbaum of Loeb & Loeb LLP is acting as legal counsel. Block Wall Advisors is acting as exclusive financial advisor to Hudson Capital and Benjamin Tan of Sichenzia Ross Ference LLP is acting as legal counsel to Hudson Capital. Transhare Securities acted as transfer agent and registrar for Hudson Capital.

Freight App, Inc. cancelled the acquisition of Hudson Capital Inc. (NasdaqCM:HUSN) from PX Global Advisors LLC and others on December 1, 2021.