Hudson Capital : Merger Agreement (Form 6-K)

Entry into a Material Definitive Agreement.

On October 10, 2020, Hudson Capital Inc. ('Hudson Capital' or 'Parent'), Hudson Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of Parent ('Purchaser'), Hudson Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser ('Merger Sub'), Freight App, Inc. (fka FreightHub Inc.), a Delaware corporation (the 'Company' or 'Fr8App'), and ATW Master Fund II, L.P., a Delaware limited partnership, as the representative of the stockholders of the Company (the 'Stockholders' Representative'), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the 'Merger Agreement'). On September 16, 2021, the aforesaid parties entered into Amendment No. 6 to the Merger Agreement to, amongst other things, insert new definitions in Article I and amend and clarify the provisions in Sections 1.16, 1.35, 1.47, 13.1(a) and 13.4.

On September 16, 2021, Hudson Capital entered into a securities purchase agreement (the 'Purchase Agreement') with ATW Opportunities Master Fund, L.P. ('ATW') pursuant to which Hudson Capital agreed to sell for an aggregate purchase price of $2,700,000, an aggregate of 630,000 ordinary shares, par value $0.005 ('Ordinary Shares') of Hudson Capital and a pre-funded warrant (the 'Warrant') to purchase 650,000 Ordinary Shares (the 'Securities Purchase'). The closing of the Securities Purchase will be subject to customary closing conditions. The net proceeds from the Securities Purchase, after expenses, will be approximately $2.6 million, of which $1.5 million will be used to fund a loan to Fr8App (the 'Fr8App Loan') evidenced by a promissory note issued by Fr8App to Hudson Capital dated September 16, 2021 (the 'Promissory Note'). In connection with the Fr8App Loan, Fr8App also issued Hudson Capital a warrant (the 'Fr8App Warrant') to purchase certain securities of Fr8App in an aggregate value of $2,700,000. Hudson Capital agreed to assign the Fr8App Warrant it received from Fr8App thereunder to ATW and executed a Warrant Assignment Agreement on the same date. The effectiveness of the Fr8App Loan and the Fr8App Warrant is contingent on the closing of the Securities Purchase by ATW.

The Ordinary Shares, the Warrant and the Ordinary Shares underlying the Warrant will be issued pursuant to the prospectus included in the Company's Registration Statement on Form F-3 (Registration No. 333-233408), which was filed with the Securities and Exchange Commission (the 'Commission') on August 22, 2019 and was declared effective on September 19, 2019, and a prospectus supplement that will be filed with the Commission on the closing of the Securities Purchase by ATW.

The preceding description of the aforementioned agreements and securities does not purport to be complete and is qualified in its entirety by reference to Amendment No. 6 to the Merger Agreement, the Purchase Agreement, the Warrant, the Promissory Note and the Fr8App Warrant, which are filed as exhibits to this report and incorporated herein by reference.

Exhibits

Exhibit No.		Description
10.1		Amendment No. 6 to the Merger Agreement dated September 16, 2021.
10.2		Securities Purchase Agreement dated September 16, 2021
10.3		Form of Pre-Funded Ordinary Share Purchase Warrant
10.4		Fr8App Promissory Note dated September 16, 2021
10.5	Fr8App warrant dated September 16, 2021
10.6		Warrant Assignment Agreement dated September 16, 2021

Participants in the Solicitation

Hudson Capital and its directors and executive officers may be deemed participants in the solicitation of proxies from Hudson Capital's shareholders with respect to the merger. A list of the names of those directors and executive officers and a description of their interests in Hudson Capital will be included in the prospectus/proxy statement for the proposed merger and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the prospectus/proxy statement for the proposed merger when available. Information about Hudson Capital's directors and executive officers and their ownership of ordinary shares of Hudson Capital is set forth in Hudson Capital's Annual Report on Form 20-F, dated May 5, 2021, These documents can be obtained free of charge from the sources indicated above.

Fr8App and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Hudson Capital in connection with the proposed merger. A list of the names of such directors and executive officers and information regarding their interests in the proposed merger will be included in the prospectus/proxy statement for the proposed merger.

Forward Looking Statements

This Form 6-K includes 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995. Hudson Capital's and Fr8App's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as 'expect,' 'estimate,' 'project,' 'budget,' 'forecast,' 'anticipate,' 'intend,' 'plan,' 'may,' 'will,' 'could,' 'should,' 'believes,' 'predicts,' 'potential,' 'continue,' and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Hudson Capital's and Fr8App's expectations with respect to future performance and anticipated financial impacts of the proposed acquisition, the satisfaction of the closing conditions to the proposed acquisition, and the timing of the completion of the proposed acquisition.

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These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Hudson Capital's and Fr8App's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the 'Agreement'); (2) the outcome of any legal proceedings that may be instituted against Hudson Capital or Fr8App following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed acquisition, including due to failure to obtain approval of the shareholders of Hudson Capital and stockholders of Fr8App, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Fr8App's business and/or the ability of the parties to complete the proposed acquisition; (6) the inability to obtain or maintain the listing of Hudson Capital's shares of common stock on Nasdaq following the proposed merger; (7) the risk that the proposed acquisition disrupts current plans and operations as a result of the announcement and consummation of the proposed merger; (8) the ability to recognize the anticipated benefits of the proposed merger, which may be affected by, among other things, competition, the ability of Fr8App to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed merger; (10) changes in applicable laws or regulations; (11) the possibility that Hudson Capital or Fr8App may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Fr8App; (13) risks related to the organic and inorganic growth of Fr8App's business and the timing of expected business milestones; and (14) other risks and uncertainties indicated from time to time in the prospectus/proxy statement on the Form S-4, relating to the proposed merger, including those under 'Risk Factors' therein, to be filed by Hudson Capital and in Hudson Capital's other filings with the SEC. Hudson Capital cautions that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Hudson Capital and Fr8App caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Hudson Capital and Fr8App do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.

No Offer or Solicitation

This Form 6-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed merger. This Form 6-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

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