Freight App, Inc. entered into an agreement to acquire Hudson Capital Inc. (NasdaqCM:HUSN) from ATW Master Fund II, L.P., a fund managed by ATW Partners LLC and others in a reverse merger transaction on December 13, 2021. Under the terms of the transaction, each share of Freight App common stock, preferred stock and warrants issued and outstanding immediately prior to the effective time shall be canceled and automatically converted into the right to receive, without interest. The agreement includes a revenue earnout schedule, based upon FreightHub achieving annual revenue thresholds of $25 million, $50 million and $100 million on December 31, 2021, December 31, 2022 and December 31, 2023, respectively. Following the deal, the separate corporate existence of Hudson Capital shall cease, and Freight App will continue as the surviving corporation in the transaction. In the event of the termination of the merger agreement by Hudson Capital as the result of a breach by Freight App, a termination fee of $500,000 shall be paid, within three business days following termination, by Freight App to Hudson Capital and vice versa. The combined company will operate under the name “Freight Technologies, Inc.” post deal completion. In connection with the transaction, all Directors of Hudson Capital shall resign, and the post-closing Board of Directors of Hudson Capital shall consist of four Directors, who shall be Nicholas Adler, Marc Urbach, William Samuels, and Javier Selgas.

The transaction is subject to certain customary conditions including, among other things, that the shareholders of Hudson Capital and the stockholders of Freight App shall have approved the merger, certain regulatory approvals, Freight App shall have completed the financing, and Hudson Capital shall be in compliance with the Nasdaq continued listing requirements. Benjamin Tan of Sichenzia Ross Ference LLP acted as legal advisor to Hudson Capital, Joshua Teitelbaum of RPCK Rastegar Panchal, P.C. acted as legal advisor to ATW Partners and Mitchell Nussbaum of Loeb & Loeb LLP acted legal advisor to Freight App.