{"url_path":"/sec/frgt/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1687542/0001493152-26-023206-index.html","accession_number":"0001493152-26-023206","cik":"0001687542","ticker":"FRGT","issuer_name":"Freight Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1687542/0001493152-26-023206-index.html","primary_entity_key":"0001687542","primary_entity_name":"Freight Technologies, Inc."},"word_count":474,"has_tables":true,"body_markdown":"ITEM\n16G. CORPORATE GOVERNANCE\n\n \n\n**Foreign\nPrivate Issuer**\n\n \n\nWe\nare incorporated in the BVI and our corporate governance practices are governed by applicable BVI law and our memorandum and articles\nof association. In addition, because our ordinary shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance\nrequirements.\n\n \n\nOn\nDecember 4, 2024, the Company determined that it no longer satisfied the definition of “foreign private issuer” under the\nrules and regulations of the SEC. As a result, the Company had filed current reports on Form 8-K, quarterly reports on Form 10-Q and\nannual reports on Form 10-K, as well as proxy statements with respect to meetings of shareholders, with the SEC as if it were a fully\ndomestic U.S. company. On September 22, 2025, the Company concluded that, as of June 30, 2025, it qualified as a foreign private issuer\nunder the rules and regulations of the SEC. As a result of this determination, the Company has begun filing reports of foreign private\nissuer on Form 6-K and will file annual reports on Form 20-F as a foreign private issuer. The Company is exempted from certain corporate\ngovernance requirements of the Nasdaq by virtue of being a foreign private issuer. For more information, see Item 3.D. “*Risk\nFactors — In the past, we have received written notifications from The Nasdaq Stock\nMarket LLC informing us that we no longer meet certain continued listing requirements of the Nasdaq Global Market/Nasdaq Capital Market.\nThere is no assurance that an active trading market for our ordinary shares will be sustained*.”\n\n \n\nNasdaq\nListing Rule 5615(a)(3) permits a foreign private issuer like us to follow home country practices in lieu of certain requirements of\nListing Rule 5600, provided that such foreign private issuer discloses in its annual report filed with the SEC each requirement of Rule\n5600 that it does not follow and describes the home country practice followed in lieu of such requirement.\n\n \n\nWe\ncurrently follow our home country practice that (i) does not require us to seek shareholders’ approval of any issuance of securities\nin connection with a transaction other than a public offering where such transaction involves the issuance of securities representing\nmore than 20% of or more of the voting power outstanding before the issuance at a price lower than the “Minimum Price”, in\nlieu of the corporate governance requirements of Nasdaq Listing Rule 5635(d) with respect to shareholder approval; (ii) does not require\nus to seek shareholders’ approval for the establishment of or any material amendments to our equity compensation plans in lieu\nof the corporate governance requirements of Nasdaq Listing Rule 5635(c) with respect to shareholder approval; and (iii) does not require\nus to seek shareholders’ approval for the issuance of securities to external consultants, in lieu of the corporate governance requirements\nof Nasdaq Listing Rule 5635(c) with respect to shareholder approval."}