Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Freight Technologies, Inc. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
G51413147 (CUSIP Number) |
11/19/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G51413147 |
| 1 | Names of Reporting Persons
Fetch Compute Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
648,057.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Items 5, 7, and 9: This amount reflects 588,253 Ordinary Shares, no par value (the "Ordinary Shares") of Freight Technologies, Inc. (the "Issuer") held by Fetch Compute Inc (the "Reporting Person") and 59,804 Ordinary Shares issuable upon the exercise of a pre-funded warrant to purchase Ordinary Shares (the "Pre-Funded Warrant") held by the Reporting Person. On November 19, 2025, the Reporting Person converted 21,104 shares of the Issuer's Series A4 Preferred Shares into 113,253 Ordinary Shares. Additionally, on November 19, 2025, the Reporting Person received 475,000 Ordinary Shares and a Pre-Funded Warrant to purchase 911,747 Ordinary Shares pursuant to that certain Pre-Paid Services Agreement, dated as of November 19, 2025, by and between the Issuer and the Reporting Person (the "Services Agreement"). Pursuant to the terms of the Pre-Funded Warrant, the Pre-Funded Warrant shall not be exercisable to the extent (and only to the extent) that, after giving effect to such exercise, the Reporting Person together with its affiliates would beneficially own in excess of 9.99% of the outstanding Ordinary Shares of the Issuer immediately after giving effect to such exercise (the "Beneficial Ownership Blocker"). Note to Item 11: Based on the quotient obtained by dividing (a) 648,057, the sum of the Ordinary Shares held by the Reporting Person and the shares issuable upon exercise of the Pre-Funded Warrant, taking into account the Beneficial Ownership Blocker, by (b) the sum of (i) 5,897,975 Ordinary Shares issued and outstanding as of November 4, 2025, as disclosed in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 12, 2025, (ii) 113,253 Ordinary Shares issued by the Issuer pursuant to the Reporting Person's conversion of Series A4 Preferred Shares on November 19, 2025, (iii) 475,000 Ordinary Shares issued to the Reporting Person on November 19, 2025 pursuant to the Services Agreement and (iv) 59,804 Ordinary Shares issuable to the Reporting Person pursuant to the exercise of the Pre-Funded Warrant, taking into account the Beneficial Ownership Blocker.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Freight Technologies, Inc. | |
| (b) | Address of issuer's principal executive offices:
2001 Timberloch Place, Suite 500, The Woodlands, Texas, 77380 | |
| Item 2. | ||
| (a) | Name of person filing:
Fetch Compute Inc, a Delaware corporation. | |
| (b) | Address or principal business office or, if none, residence:
The principal business offices of Fetch Compute, Inc. are located at 251 Little Falls Drive, Wilmington, DE 19808. | |
| (c) | Citizenship:
Fetch Compute Inc is a Delaware Corporation. | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
G51413147 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to Fetch Compute Inc is hereby incorporated by reference herein. | |
| (b) | Percent of class:
9.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to Fetch Compute Inc is hereby incorporated by reference herein. | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to Fetch Compute Inc is hereby incorporated by reference herein. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to Fetch Compute Inc is hereby incorporated by reference herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to Fetch Compute Inc is hereby incorporated by reference herein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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