SEC Form SC 13G/A filed by Freight Technologies Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Freight Technologies, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G51413105

(CUSIP Number)

December 31, 2022

(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G51413105

CUSIP No. G51413105

CUSIP No. G51413105

CUSIP No. G51413105

Item 1.

Item 2.

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: N/A

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

*As of the date which requires this filing, ATW Opportunities Master Fund, L.P. (the “Fund”) has ordinary shares (“Shares”) and other security classes that are convertible and/or exercisable into Shares. ATW Partners Opportunities Management, LLC serves as the investment manager to the Fund (the “Adviser”). Antonio Ruiz-Gimenez and Kerry Propper serve as the managing members of the Adviser.

By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934 (“the Act”), as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

Further, (i) certain affiliates of the Reporting Persons hold Shares and/or certain securities of the Issuer that can be converted into Shares and (ii) certain Reporting Persons, the Adviser, and Kerry Propper, hold certain securities of the Issuer that can be converted into Shares. The beneficial ownership mentioned in (i) and (ii) is considered in this report to the extent such affiliate(s) and/or Reporting Persons held Shares as of the date which requires this filing and assumes a pro rata conversion of a specific security into Shares as of the date which requires this filing given the Beneficial Ownership Limitations (defined below). The Reporting Persons together with its affiliates are subject to a blocker which prevents the Reporting Persons and its affiliates from exercising or converting certain of its securities to the extent that, upon such exercise or conversion, the Reporting Persons together with its affiliates would collectively beneficially own in excess of 4.99% of the Shares outstanding as a result of the conversion (the “Beneficial Ownership Limitations”). Accordingly, the percent of class calculations reported herein represent the amount of Shares held and the approximate number of Shares the Reporting Persons (and its affiliates) had a right to acquire, in consideration of the Beneficial Ownership Limitations, as of the date which requires this filing.

Percent of class calculation is based upon, the Reporting Persons reasonable belief of the number of Shares outstanding as of December 31, 2022, plus the approximate number of Shares the Reporting Persons have the right to acquire upon conversion and/or exercise of certain securities, subject to the Beneficial Ownership Limitations, which amount has been added to the Shares outstanding in accordance with Rule 13d(i)(1) under the Act.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

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.

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.

Dated: February 14, 2023

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of Freight Technologies, Inc., together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

Dated: February 14, 2023