{"url_path":"/sec/frgt/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS","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":24130,"has_tables":true,"body_markdown":"ITEM\n19. EXHIBITS\n\n \n\n**Exhibit\nNo.**\n \n**Description**\n\n1.1\n\n \n[Amended and Restated Memorandum and Articles of Association of Freight Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 6-K filed on March 16, 2026)](https://www.sec.gov/Archives/edgar/data/1687542/000149315226010197/ex3-1.htm)\n\n2.1\n \n[Specimen Ordinary Share Certificate of Registrant (incorporated by reference to Exhibit 4.1 to the Form F-1 filed on April 17, 2017)](https://www.sec.gov/Archives/edgar/data/1687542/000149315217003932/ex4-1.htm)\n\n2.2\n \n[Form of Pre-funded Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 10.5 to the Form 6-K filed on December 14, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221031363/ex10-5.htm)\n\n2.3\n \n[Form of Pre-funded Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on December 17, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221031908/ex10-2.htm)\n\n2.4\n \n[Promissory Note dated December 29, 2021 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on December 30, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221032903/ex10-3.htm)\n\n2.5\n \n[Oliveira Warrant dated December 29, 2021 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on December 30, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221032903/ex10-1.htm)\n\n2.6\n \n[Form of Pre-funded Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on February 11, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004087/ex10-2.htm)\n\n2.7\n \n[Promissory Note dated February 10, 2022 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on February 11, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004087/ex10-3.htm)\n\n2.8\n \n[Form of Series [A/B/C/D] Warrant (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004559/ex10-2.htm)\n\n2.9\n \n[Form of Amended and Restated Series [A/B/C/D] Warrant (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on July 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222019266/ex10-3.htm)\n\n2.10\n \n[Form of Pre-funded Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on October 27, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222029675/ex10-2.htm)\n\n2.11\n \n[Form of Note (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on January 5, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223000439/ex10-2.htm)\n\n2.12\n \n[Form of Warrant (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on January 5, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223000439/ex10-3.htm)\n\n2.13\n \n[Form of Amended and Restated Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on April 24, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223023492/ex10-2.htm)\n\n2.14\n \n[Warrant to Purchase Ordinary Shares dated June 30, 2023 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on July 6, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223023492/ex10-3.htm)\n\n2.15\n \n[Second Amended and Restated Convertible Promissory Note dated January 3, 2023 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on July 6, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223023492/ex10-2.htm)\n\n2.16\n \n[Warrant to Purchase Ordinary Shares dated November 30, 2023 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on December 5, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223043724/ex10-1.htm)\n\n2.17\n \n[Warrant to Purchase Ordinary Shares dated December 18, 2023 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on December 19, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223045361/ex10-1.htm)\n\n2.18\n \n[Form of Senior Convertible Note issued to the Buyers (incorporated by reference to Exhibit 4.1 to Report on Form 8-K filed on May 9, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225009373/ex4-1.htm)\n\n2.19\n \n[Form of Incremental Warrant issued to the Buyers (incorporated by reference to Exhibit 4.2 to Report on Form 8-K filed on May 9, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225009373/ex4-2.htm)\n\n2.20\n \n[Securities Purchase Agreement, dated as of April 29, 2025, by and between Freight Technologies, Inc. and the Buyers (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 30, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225007246/ex10-1.htm)\n\n2.21\n \n[Amendment and Exchange Agreement dated May 27, 2025, by and between Freight Technologies, Inc. and the Holder (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225012557/ex10-1.htm)\n\n2.22\n \n[Form of Registration Rights Agreement, dated as of October 28, 2025 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on October 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225019841/ex10-2.htm)\n\n2.23\n \n[Form of Placement Agency Agreement, dated as of October 27, 2025 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on October 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225019841/ex10-3.htm)\n\n2.24\n \n[Form of Senior Convertible Promissory Note issued November 20, 2025 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on November 20, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225024409/ex10-2.htm)\n\n2.25\n \n[Description of Securities](ex2-25.htm)\n\n4.1\n \n[Securities Purchase Agreement between Hudson Capital and ATW Opportunities Master Fund, L.P. dated December 13, 2021 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on December 14, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221031363/ex10-3.htm)\n\n4.2\n \n[Amendment No. 1 to Purchase Agreement between Hudson Capital and ATW Opportunities Master Fund, L.P. dated December 16, 2021 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on December 17, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221031908/ex10-1.htm)\n\n \n\n78\n\n \n\n \n\n4.3\n \n[Assignment of Securities Purchase Agreement dated December 29, 2021 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on December 30, 2021)](https://www.sec.gov/Archives/edgar/data/1687542/000149315221032903/ex10-2.htm)\n\n4.4\n \n[Assignment of Securities Purchase Agreement dated February 10, 2022 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on February 11, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004087/ex10-1.htm)\n\n4.5\n \n[Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Form 6-K filed on February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004559/ex10-4.htm)\n\n4.6\n \n[Amended and Restated of Securities Purchase Agreement among Hudson Capital Inc., Freight App, Inc., ATW Opportunities Master Fund, L.P. and other parties named therein (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004559/ex10-1.htm)\n\n4.7\n \n[Securities Purchase Agreement between Hudson Capital Inc. and PIPE Investors (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004559/ex10-3.htm)\n\n4.8\n \n[Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on July 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222019266/ex10-1.htm)\n\n4.9\n \n[Form of Securities Amendment Agreement (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on July 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222019266/ex10-2.htm)\n\n4.10\n \n[Securities Purchase Agreement dated October 27, 2022 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on October 27, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222029675/ex10-2.htm)\n\n4.11\n \n[Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on January 5, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223000439/ex10-1.htm)\n\n4.12\n \n[Debt Modification Agreement with Freight Opportunities LLC dated April 24, 2023 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on April 24, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223013311/ex10-1.htm)\n\n4.13\n \n[Debt Modification Agreement with Freight Opportunities LLC dated June 29, 2023 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on July 6, 2023)](https://www.sec.gov/Archives/edgar/data/1687542/000149315223023492/ex10-1.htm)\n\n4.14\n \n[Securities Purchase Agreement dated January 31, 2025 by and among Freight Technologies, Inc., Freight Opportunities II LLC and Freight Opportunities II LLC. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 3, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225004617/ex10-1.htm)\n\n4.15\n \n[Securities Purchase Agreement dated March 31, 2025 by and between Freight Technologies, Inc. and the purchaser party. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 1, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225002016/ex10-1.htm)\n\n4.16\n \n[Securities Purchase Agreement, dated as of April 29, 2025, by and between Freight Technologies, Inc. and the Buyers (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 30, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225007246/ex10-1.htm)\n\n4.17\n \n[Amendment and Exchange Agreement dated May 27, 2025, by and between Freight Technologies, Inc. and the Holder (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225012557/ex10-1.htm)\n\n4.18\n \n[Waiver and Amendment of Certain Restrictions in Securities Purchase Agreement dated June 26, 2025, by and between Freight Technologies, Inc. and Fetch Compute, Inc (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 2, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225017413/ex10-1.htm)\n\n4.19\n \n[Securities Purchase Agreement dated August 6, 2025 between Freight Technologies, Inc., and Freight Opportunities LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 12, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225023254/ex10-1.htm)\n\n4.20\n \n[Form of Equity Purchase Facility Agreement, dated as of October 28, 2025 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on October 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225019841/ex10-1.htm)\n\n4.21\n \n[Form of Registration Rights Agreement, dated as of October 28, 2025 (incorporated by reference to Exhibit 10.2 to the Form 6-K filed on October 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225019841/ex10-2.htm)\n\n4.22\n \n[Form of Placement Agency Agreement, dated as of October 27, 2025 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on October 28, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225019841/ex10-3.htm)\n\n4.23\n \n[Securities Purchase Agreement by and between Freight Technologies, Inc. and the Buyers, dated as of November 19, 2025 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on November 20, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225024409/ex10-1.htm)\n\n4.24\n \n[Transfer and Cancellation Agreement by and between Freight Technologies, Inc. and Fetch Compute, Inc dated November 19, 2025 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed on November 20, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225024409/ex10-3.htm)\n\n4.25\n \n[Pre-Paid Services Agreement by and between Freight Technologies, Inc. and Fetch Compute, Inc dated November 19, 2025 (incorporated by reference to Exhibit 10.4 to the Form 6-K filed on November 20, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225024409/ex10-4.htm)\n\n4.26\n \n[Share Purchase Agreement, dated as of December 9, 2025, by and between the Company and the Seller (incorporated by reference to Exhibit 10.1 to the Form 6-K filed on December 12, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225027503/ex10-1.htm)\n\n4.27\n \n[Form of Independent Director Agreement (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed on April 14, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225003944/ex10-24.htm)\n\n4.28\n \n[Form of Employment Agreement (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K filed on April 14, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225003944/ex10-25.htm)\n\n4.29\n \n[Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed on April 14, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225003944/ex10-26.htm)\n\n4.30\n \n[Side Letter Regarding Conversion of Series C Preferred Shares, dated May 13, 2026, between Freight Technologies,\nInc. and DIP SPV I, L.P.](ex4-30.htm)\n\n4.31\n \n[Side Letter Regarding Conversion of Series C Preferred Shares, dated May 13, 2026, between Freight Technologies,\nInc. and Freight Opportunities LLC.](ex4-31.htm)\n\n8.1\n \n[List of Subsidiaries](ex8-1.htm)\n\n11.1\n \n[Code of Ethics (incorporated by reference to Exhibit 14 to the Form 6-K filed on February 14, 2022)](https://www.sec.gov/Archives/edgar/data/1687542/000149315222004559/ex14.htm)\n\n11.2\n \n[Insider Trading Policy of Freight Technologies, Inc. (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on April 14, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000164117225003944/ex19-1.htm)\n\n12.1\n \n[Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-1(a)](ex12-1.htm)\n\n12.2\n \n[Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-1(a)](ex12-2.htm)\n\n13.1\n \n[Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex13-1.htm)\n\n13.2\n \n[Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex13-2.htm)\n\n15.1\n \n[Letter from UHY, dated July 8, 2024. (incorporated by reference to Exhibit 16.1 to the Form 6-K filed on July 10, 2024)](https://www.sec.gov/Archives/edgar/data/1687542/000149315224026826/ex16-1.htm)\n\n15.2\n \n[Letter from Marcum, dated January 9, 2025. (incorporated by reference to Exhibit 16.1 to the Form 8-K filed on January 10, 2025)](https://www.sec.gov/Archives/edgar/data/1687542/000149315225001683/ex16-1.htm)\n\n97.1\n \n[Clawback Policy of the Company (incorporated by reference to Exhibit 97.1 to the Form 10-K filed on May 9, 2024)](https://www.sec.gov/Archives/edgar/data/1687542/000149315224018375/ex97-1.htm)\n\n101.INS\n \nInline\nXBRL Instance Document.\n\n101.SCH\n \nInline\nXBRL Taxonomy Extension Schema Document.\n\n101.CAL\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEF\n \nInline\nXBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LAB\n \nInline\nXBRL Taxonomy Extension Label Linkbase Document.\n\n101.PRE\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase Document.\n\n104\n \nCover\nPage Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).\n\n \n\n79\n\n \n\n \n\nSIGNATURES\n\n \n\nThe\nregistrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized\nthe undersigned to sign this annual report on its behalf.\n\n \n\n \n**FREIGHT\nTECHNOLOGIES, INC.**\n\n \n \n \n                      \n\nDate:\n\nMay 14,\n2026\nBy:\n\n*/s/\nJavier Selgas*\n\n \n \nName:\n\nJavier Selgas\n\n \n \nTitle:\n\nChief Executive Officer (Principal Executive Officer)\n\n \n\n80\n\n \n\n \n\nINDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nCONSOLIDATED\nFINANCIAL STATEMENTS\n\n \n\n \nPage\n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#F-001) (PCAOB ID: 5854)\nF-2\n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#DB_002) (PCAOB\nID: 1195)\nF-4\n\n[CONSOLIDATED BALANCE SHEETS as of December 31, 2025 and 2024](#F-002)\nF-5\n\n[CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS for the Years Ended December 31, 2025, 2024 and 2023](#F-003)\nF-6\n\n[CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) for the Years Ended December 31, 2025, 2024 and 2023](#F-004)\nF-7\n\n[CONSOLIDATED STATEMENTS OF CASH FLOWS for the Years Ended December 31, 2025, 2024 and 2023](#F-005)\nF-8\n\n[NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#F-006)\nF-9\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\n \n\nTo the Shareholders and the Board of Directors\nof Freight Technologies Inc. and its Subsidiaries\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying consolidated\nbalance sheets of Freight Technologies, Inc and its subsidiaries (the “Company”) as of December 31, 2025 and 2024 and the\nrelated consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the\ntwo years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the financial statements).\nIn our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31,\n2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 and\n2024, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Substantial Doubt About the Company’s\nAbility to Continue as a Going Concern**\n\n \n\nThe accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,\nthe Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.\nManagement’s plans regarding these matters are also described in Note 2 to the consolidated financial statements. The consolidated\nfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and\nregulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical Audit Matters**\n\n \n\nThe critical audit matters communicated below\nare matters arising from the current period audit of the financial statements that were communicated or required to be communicated to\nthe audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our\nespecially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion\non the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions\non the critical audit matters or on the accounts or disclosures to which they relate.\n\n  \n\n**Critical Audit Matter – JAK Solar Acquisition**\n\n \n\nAs discussed in Note 4 to the consolidated financial\nstatements, on December 31, 2025, the Company completed the acquisition of JAK Solar Loans 1 Limited (“JAK Solar”) in exchange\nfor Series C Preferred Shares with an aggregate fair value of approximately $5.7 million. The acquisition was accounted for as a business\ncombination under ASC 805, Business Combinations. The Company recognized goodwill of approximately $4.5 million and utilized a third-party\nvaluation specialist to determine the acquisition-date fair value of the Series C Preferred Shares and acquired loan portfolio.\n\n \n\nWe identified the accounting for the JAK Solar\nacquisition as a critical audit matter due to the significant judgment and estimation uncertainty involved in determining the fair value\nof the consideration transferred and the acquired loans receivable. Auditing management’s valuation required especially subjective\nauditor judgment due to the use of complex valuation methodologies, including a lattice-based option pricing model, and significant unobservable\nassumptions such as expected volatility, expected term, discount for lack of marketability, expected credit losses, and discount rates.\nErrors in these assumptions could materially impact the valuation of the consideration transferred, goodwill recognized, and related\ndisclosures.\n\n \n\nThe primary procedures we performed to address\nthis critical audit matter included:\n\n \n\n●Understanding and evaluating the Company’s\naccounting policies and internal controls related to business combinations and fair value measurements.\n\n \n\n●Reading the Share Purchase Agreement and related\nsupporting agreements to assess the key terms of the acquisition and Series C Preferred Shares.\n\n \n\n●Evaluating the competence, capabilities, and\nobjectivity of management’s third-party valuation specialist.\n\n \n\n●Involving valuation professionals with specialized\nskill and knowledge to assist in evaluating the methodologies and significant assumptions used in the valuation of the Series C Preferred\nShares and acquired loan portfolio.\n\n \n\n●Testing the mathematical accuracy of the purchase\nprice allocation and agreeing significant inputs to supporting documentation, including market data and contractual terms.\n\n \n\n●Assessing the reasonableness of significant assumptions\nused in the valuation models, including expected volatility, expected term, discount for lack of marketability, discount rates, and expected\ncash flows.\n\n \n\n●Evaluating the Company’s conclusions regarding\nthe classification of the acquired loans and the related disclosures under ASC 805 and ASC 326.\n\n \n\n●Evaluating the adequacy of the disclosures included\nin Note 4 related to the acquisition, fair value measurements, goodwill, and subsequent accounting for acquired loans.\n\n \n\nF-2\n\n \n\n \n\n**Critical Audit Matter – Fair Value Measurement\nof Derivative Liability**\n\n \n\nAs discussed in Notes 11 and 12 to the consolidated\nfinancial statements, the Company issued November 2025 Convertible Notes containing a variable-rate conversion feature that was bifurcated\nfrom the host debt instrument and accounted for separately as a derivative liability under ASC 815, Derivatives and Hedging. The derivative\nliability was measured at fair value at issuance and subsequently remeasured as of December 31, 2025. The fair value measurement was classified\nas a Level 3 fair value measurement within the ASC 820 fair value hierarchy and was determined utilizing a 500-step Cox-Ross-Rubinstein\n(“CRR”) binomial lattice model with significant unobservable inputs and assumptions. The Company utilized a third-party valuation\nspecialist to assist in determining the fair value of the bifurcated conversion feature.\n\n \n\nWe identified the fair value measurement of the\nbifurcated conversion feature associated with the November 2025 Convertible Notes as a critical audit matter due to the significant judgment\nand estimation uncertainty involved in determining the fair value of the derivative liability. Auditing management’s valuation required\nespecially subjective auditor judgment due to the complexity of the valuation methodology, including the use of a binomial lattice model\nincorporating variable conversion mechanics, as well as significant assumptions related to expected volatility, expected term, stock price\nbehavior, conversion assumptions, and discounting factors. In addition, the accounting treatment required evaluation of the allocation\nbetween the derivative liability and host debt instrument, including the recognition of a day-one loss associated with the derivative\nissuance.\n\n \n\nThe primary procedures we performed to address\nthis critical audit matter included:\n\n \n\n●Understanding and evaluating the Company’s\naccounting policies and internal controls related to derivative accounting and fair value measurements.\n\n \n\n●Reading the Securities Purchase Agreement and\nrelated debt agreements to evaluate the terms of the November 2025 Convertible Notes and the embedded conversion features.\n\n \n\n●Evaluating management’s conclusion that\nthe conversion feature required bifurcation under ASC 815.\n\n \n\n●Evaluating the competence, capabilities, and\nobjectivity of management’s third-party valuation specialist.\n\n \n\n●Involving valuation professionals with specialized\nskill and knowledge to assist in evaluating the valuation methodology and significant assumptions used in estimating the fair value of\nthe derivative liability.\n\n \n\n●Testing the mathematical accuracy of the valuation\nmodel and agreeing significant inputs to supporting documentation and observable market data, where available.\n\n \n\n●Assessing the reasonableness of significant assumptions\nutilized in the CRR binomial lattice model, including expected volatility, expected term, conversion assumptions, floor price assumptions,\nand discounting factors.\n\n \n\n●Evaluating the accounting treatment related to\nthe allocation of proceeds between the derivative liability and the host debt instrument, including the recognition of the day-one loss.\n\n \n\n●Evaluating the adequacy of the Company’s\ndisclosures related to the derivative liability and fair value measurements included in Notes 11 and 12.\n\n \n\n**Critical Audit Matter – Accounting for\nPre-Funded Warrant Issuance**\n\n \n\nAs discussed in Note 17 to the consolidated financial\nstatements, on November 19, 2025, the Company entered into a three-year prepaid services agreement with Fetch pursuant to which Fetch\nwill provide access to the ASI1 Platform, Fetch Developer Tools, and platform usage credits of up to $1.5 million. In exchange, the Company\nissued Ordinary Shares and a pre-funded warrant to purchase Ordinary Shares. The Company accounted for the pre-funded warrant as an equity-classified\ninstrument and recorded the transaction based on the fair value of the equity instruments issued. The Company utilized a valuation specialist\nto assist in determining the fair value of the pre-funded warrant.\n\n \n\nWe identified the accounting for the prepaid service\nagreement and related pre-funded warrant issued to Fetch as a critical audit matter due to the significant judgment involved in evaluating\nthe appropriate accounting treatment under ASC 505-50, ASC 718, ASC 815-40, and ASC 480, including the determination of whether the pre-funded\nwarrant should be classified as equity or as a liability. In addition, auditing the fair value measurement of the pre-funded warrant required\nespecially subjective auditor judgment due to the use of valuation methodologies and significant assumptions, including expected volatility,\nexpected term, restrictions associated with the warrant, and the assessment of contractual provisions related to settlement and fundamental\ntransactions.\n\n \n\nThe primary procedures we performed to address\nthis critical audit matter included:\n\n \n\n●Understanding and evaluating the Company’s\naccounting policies and internal controls related to equity-based transactions, prepaid service arrangements, and fair value measurements.\n\n \n\n●Reading the Service Agreement, warrant agreement,\nand related supporting documents to evaluate the significant contractual terms and obligations.\n\n \n\n●Evaluating management’s conclusion that\nthe pre-funded warrant qualified for equity classification under ASC 815-40 and ASC 480.\n\n \n\n●Evaluating the competence, capabilities, and\nobjectivity of management’s third-party valuation specialist.\n\n \n\n●Involving valuation professionals with specialized\nskill and knowledge to assist in evaluating the valuation methodology and assumptions used in estimating the fair value of the pre-funded\nwarrant.\n\n \n\n●Testing the mathematical accuracy of the valuation\nmodel and agreeing significant inputs to supporting documentation and market-based data, where available.\n\n \n\n●Assessing the reasonableness of significant assumptions\nutilized in the valuation model, including expected volatility, expected term, exercise assumptions, and discount considerations related\nto transfer restrictions and beneficial ownership limitations.\n\n \n\n●Evaluating management’s accounting for\nthe prepaid services asset and the related expense recognition methodology over the contractual service period.\n\n \n\n●Evaluating the adequacy of the Company’s\ndisclosures related to the Service Agreement, equity issuance, prepaid services asset, and pre-funded warrant.\n\n \n\n \n\nWe have served as the Company’s auditor since 2024.\n\n \n\nTAAD, LLP\n\nDiamond Bar, CA\n\n \n\nMay 14, 2026\n\n \n\nF-3\n\n \n\n \n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo the Board of Directors and Shareholders\n\nFreight Technologies, Inc. and Subsidiaries\n\n \n\n**Opinion on the Consolidated Financial Statements**\n\n \n\nWe have audited accompanying consolidated statements\nof operations and comprehensive loss, changes in stockholders’ equity, and cash flows of Freight Technologies, Inc. and subsidiaries\n(the “Company”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated\nfinancial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results\nof operations of the Company and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally\naccepted in the United States of America.\n\n \n\n**Substantial Doubt about the Company’s\nAbility to Continue as a Going Concern**\n\n \n\nThe accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the consolidated financial\nstatements, the Company has incurred recurring operating losses and negative cash flows from operations, has an accumulated deficit, and\nhas historically relied on cash proceeds from the issuance of convertible notes, warrants, and equity securities to fund operations. These\nconditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also\ndescribed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese consolidated financial statements are the\nresponsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial\nstatements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)\n(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws\nand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we\nengaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding\nof internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess\nthe risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the\nconsolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by\nmanagement, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\n/s/ UHY LLP\n\n \n\nWe served as the Company’s auditor from 2021 to 2024.\n\n \n\nMelville, New York\n\n \n\nMay 9, 2024, except for the effects of the reverse stock splits discussed in Note 19,\nwhich is dated May 14, 2026\n\n \n\nPCAOB ID 1195\n\n \n\nF-4\n\n \n\n \n\nCONSOLIDATED\nBALANCE SHEETS\n\n \n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nASSETS: \n   \n  \n\nCurrent assets: \n    \n   \n\nCash and cash equivalents \n$346,718  \n$204,032 \n\nAccounts receivable, net \n 2,411,517  \n 3,533,330 \n\nUnbilled receivables \n 1,481,196  \n 520,037 \n\nPrepaid expenses and other current assets \n 2,092,953  \n 792,147 \n\nTotal current assets \n 6,332,384  \n 5,049,546 \n\n  \n    \n   \n\nCapitalized software, net \n 500,650  \n 574,109 \n\nProperty and equipment, net \n 12,306  \n 13,238 \n\nOther long-term assets \n 1,231,348  \n 39,988 \n\nSecurity deposits \n 7,818  \n 7,818 \n\nGoodwill \n 4,487,175  \n - \n\nIntangible assets, net \n 4,733  \n 5,546 \n\nCryptocurrency \n 13,222  \n - \n\nTotal assets \n$12,589,636  \n$5,690,245 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT): \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable \n$1,645,375  \n$1,442,517 \n\nAccrued expenses \n 1,450,068  \n 1,280,563 \n\nShort-term borrowings \n 2,880,018  \n 3,343,710 \n\nIncome tax payable \n 325,545  \n 278,215 \n\nTotal current liabilities \n 6,301,006  \n 6,345,005 \n\n  \n    \n   \n\nNotes payable \n 500,000  \n - \n\nConvertible notes payable \n 56,164  \n - \n\nDerivative liability, at fair value \n 405,931  \n - \n\nTotal liabilities \n 7,263,101  \n 6,345,005 \n\n  \n    \n   \n\nCOMMITMENTS AND CONTINGENCIES \n -  \n - \n\n  \n    \n   \n\nSTOCKHOLDERS’ EQUITY (DEFICIT) \n    \n   \n\nSeries A preferred stock, $0.0001\npar value, (*) shares authorized; 3,354,309 and 1,815,438 issued and outstanding at December\n31, 2025 and 2024, respectively \n 336  \n 182 \n\nSeries B preferred stock, $0.0001 par value, 21,000,000 shares authorized; 13,407,566 and 1,262,074 issued and outstanding at December 31, 2025 and 2024, respectively \n 1,341  \n 126 \n\nSeries C preferred stock $0.0001 par value, 12,000,000 shares authorized: and 5,500,000 and 0 issued and outstanding at December 31, 2025 and December 31, 2024, respectively \n 550  \n - \n\nSeries seed preferred stock, $0.0001 par value, 25,000 shares authorized; 7,020 and 7,020 issued and outstanding at December 31, 2025 and 2024, respectively \n -  \n - \n\nPreferred stock, value \n -  \n - \n\nOrdinary shares, no\npar value, (**) unlimited\nshares authorized; 1,660,627 and 109,255\nshares and outstanding at December 31, 2025 and 2024, respectively No \n -  \n - \n\nAdditional paid-in capital \n 58,911,271  \n 45,510,375 \n\nAccumulated deficit \n (52,818,556) \n (44,916,779)\n\nAccumulated other comprehensive (loss) \n (768,407) \n (1,248,664)\n\nTotal stockholders’ equity (deficit) \n 5,326,535  \n (654,760)\n\nTotal liabilities and stockholders’ equity (deficit) \n$12,589,636  \n$5,690,245 \n\n \n\n(*)\nList\nof authorized shares for Series A preferred\n\n \n\na.\nSeries A1A preferred shares: 10,000,000 authorized shares\n\nb.\nSeries A2 preferred shares: 3,000,000 authorized shares\n\nc.\nSeries A4 preferred shares: unlimited authorized shares\n\n \n\n(**)\nOrdinary\nShare par value was changed to no par value in June 2024.\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-5\n\n \n\n \n\nCONSOLIDATED\nSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\n\n \n\n(US$) \n\n**Year Ended**\n\n**December 31 2025**\n  \n\n**Year Ended**\n\n**December 31, 2024**\n  \n\n**Year Ended**\n\n**December 31,**\n\n**2023**\n \n\n  \n   \n   \n  \n\nRevenue \n$13,062,534  \n$13,728,922  \n$17,060,753 \n\n  \n    \n    \n   \n\nCost and expenses \n    \n    \n   \n\nCost of revenue (exclusive of depreciation and amortization shown separately below) \n 11,460,769  \n 12,389,520  \n 15,709,673 \n\nCompensation and employee benefits \n 4,482,151  \n 5,349,764  \n 5,963,713 \n\nSales and marketing \n 118,392  \n 65,574  \n 80,328 \n\nGeneral and administrative \n 2,445,918  \n 1,983,901  \n 3,163,639 \n\nDepreciation and amortization \n 449,369  \n 430,414  \n 404,598 \n\nTotal Cost and expenses \n 18,956,599  \n 20,219,173  \n 25,321,951 \n\n  \n    \n    \n   \n\nOperating Loss \n (5,894,065) \n (6,490,251) \n (8,261,198)\n\n  \n    \n    \n   \n\nOther income and (expenses) \n    \n    \n   \n\nInterest income \n -  \n 1,770  \n 8,880 \n\nInterest expense \n (762,399) \n (675,628) \n (816,819)\n\nOther income \n -  \n -  \n 342 \n\nOther expense \n -  \n -  \n (499,259)\n\nUnrealized gain (loss) in fair value of cryptocurrency \n (16,666) \n -  \n - \n\nRealized (loss) in value of sold cryptocurrency \n (1,650,339) \n -  \n - \n\nGain from extinguishment of debt \n -  \n 1,607,766  \n   \n\nChange in the fair value of derivative liability \n 512,138  \n -  \n - \n\nChange in fair value of convertible note \n (38,069) \n 22,602  \n 345,396 \n\nTotal other expense \n (1,955,335) \n 956,510  \n (961,460)\n\n  \n    \n    \n   \n\nLoss before income taxes \n (7,849,400) \n (5,533,741) \n (9,222,658)\n\n  \n    \n    \n   \n\nIncome tax expense \n 52,377  \n 67,486  \n 104,948 \n\n  \n    \n    \n   \n\nNet loss \n$(7,901,777) \n$(5,601,227) \n$(9,327,606)\n\n  \n    \n    \n   \n\nWeighted average number of shares, basic and diluted* \n 566,330  \n 45,642  \n 2,393 \n\nLoss per share, basic and diluted \n$(13.95) \n$(122.72) \n$(3,897.87)\n\n  \n    \n    \n   \n\nNet loss \n$(7,901,777) \n$(5,601,227) \n$(9,327,606)\n\nOther comprehensive gain (loss) net of tax \n -  \n -  \n - \n\nForeign currency translation \n 480,258  \n (1,740,552) \n 452,917 \n\nComprehensive loss \n$(7,421,519) \n$(7,341,779) \n$(8,874,689)\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-6\n\n \n\n \n\nCONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)\n\n \n\n** **** **\n**Series A Shares**** **** **\n**Amount**** **** **\n**Series B Shares**** **** **\n**Amount**** **** **\n**Series C Shares**** **** **\n**Amount**** **** **\n**Series Seed Shares**** **** **\n**Amount**** **** **\n**Ordinary Shares**** **** **\n**Amount**(*)** **** **\n**Additional\nPaid-In Capital**(*)** **** **\n**Accumulated\nDeficit**(*)** **** **\n**Accumulated\nOther Income (loss)**(*)** **** **\n\n**Total**\n\n**Stockholders’\nEquity (Deficit)**(*)\n** **\n\n** **** **\n**Preferred Shares**** **** **\n**Ordinary Shares (*)**** **\n\n** **** **\n**Series A Shares**** **** **\n**Amount**** **** **\n**Series B Shares**** **** **\n**Amount**** **** **\n**Series C Shares**** **** **\n**Amount**** **** **\n**Series Seed Shares**** **** **\n**Amount**** **** **\n**Ordinary Shares**** **** **\n**Amount**** **** **\n**Additional Paid-In Capital**** **** **\n**Accumulated Deficit**** **** **\n**Accumulated Other Income (loss)**** **** **\n\n**Total**\n\n**Stockholders’ Equity (Deficit)**\n** **\n\nBalance, December 31, 2022 \n 6,934,828  \n$693  \n 7,507,845  \n$751  \n -  \n$-  \n 7,020  \n$-  \n 329  \n$-  \n$33,078,993  \n$(29,987,945) \n$38,971  \n$3,131,463 \n\nIssuance of Series A4 preferred shares from note conversions \n 218,876,995  \n 21,888  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 5,095,208  \n -  \n -  \n 5,117,096 \n\nIssuance of ordinary shares from conversion of preferred stock, net of costs \n (63,079,535) \n (6,307) \n (6,245,771) \n (625) \n -  \n -  \n -  \n -  \n 2,489  \n -  \n 6,932  \n -  \n -  \n - \n\nIssuance of ordinary shares for exercise of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 110  \n -  \n -  \n -  \n -  \n - \n\nIssuance of ordinary shares for note conversions \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,452  \n -  \n 755,470  \n -  \n -  \n 755,470 \n\nIssuance of ordinary shares upon vesting of restricted stock awards \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 4  \n -  \n -  \n -  \n -  \n - \n\nShare-based compensation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,153,787  \n -  \n -  \n 1,153,787 \n\nIssuance of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,343,854  \n -  \n -  \n 1,343,854 \n\nForeign currency translation adjustment \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 452,917  \n 452,917 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (9,327,606) \n -  \n (9,327,606)\n\nBalance, December 31, 2023 \n 162,732,288  \n$16,274  \n 1,262,074  \n$126  \n -  \n$-  \n 7,020  \n$-  \n 4,384  \n$-  \n$41,434,244  \n$(39,315,551) \n$491,888  \n$2,626,981 \n\nIssuance of ordinary shares from conversion of preferred stock, net of costs \n (160,916,850) \n (16,092) \n -  \n -  \n -  \n -  \n -  \n -  \n 4,828  \n -  \n 16,092  \n -  \n -  \n - \n\nIssuance of ordinary shares for exercise of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 73,614  \n -  \n -  \n -  \n -  \n - \n\nIssuance of ordinary shares for cash, net of issuance costs \n    \n    \n    \n    \n    \n    \n    \n    \n 26,429  \n -  \n 3,079,016  \n -  \n -  \n 3,079,016 \n\nShare-based compensation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 981,023  \n -  \n -  \n 981,023 \n\nForeign currency translation adjustment \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (1,740,552) \n (1,740,552)\n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (5,601,227) \n -  \n (5,601,227)\n\nBalance, December 31, 2024 \n 1,815,438  \n$182  \n 1,262,074  \n$126  \n -  \n -  \n 7,020  \n -  \n 109,255  \n -  \n$45,510,375  \n$(44,916,779) \n$(1,248,664) \n$(654,760)\n\nBalance \n 1,815,438  \n$182  \n 1,262,074  \n$126  \n -  \n -  \n 7,020  \n -  \n 109,255  \n -  \n$45,510,375  \n$(44,916,779) \n$(1,248,664) \n$(654,760)\n\nIssuance of ordinary shares for exercise of warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,432,131  \n -  \n -  \n -  \n -  \n - \n\nIssuance of ordinary shares for services agreement \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 95,000  \n -  \n 427,500  \n -  \n -  \n 427,500 \n\nIssuance of ordinary share warrants for services agreement \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 814,190  \n -  \n -  \n 814,190 \n\nIssuance of ordinary shares from conversion of preferred stock, net of costs \n (22,104) \n (2) \n -  \n -  \n -  \n -  \n -  \n -  \n 22,651  \n -  \n 2  \n -  \n -  \n - \n\nIssuance of preferred shares for cash \n 1,666,837  \n 167  \n 12,540,000  \n 1,254  \n -  \n -  \n -  \n -  \n -  \n -  \n 3,453,579  \n -  \n -  \n 3,455,000 \n\nIssuance of preferred shares for cryptocurrency \n 2,311,248  \n 231  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 5,199,769  \n -  \n -  \n 5,200,000 \n\nIssuance of preferred shares for note conversions \n 387,305  \n 39  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,508,128  \n -  \n -  \n 1,508,167 \n\nShare-based compensation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 883,326  \n -  \n -  \n 883,326 \n\nIssuance preferred shares for JAK Solar Loans 1 Limited \n -  \n -  \n -  \n -  \n 5,500,000  \n$550  \n -  \n -  \n -  \n -  \n 5,726,471  \n -  \n -  \n 5,727,021 \n\nCancellation of preferred shares and return of cryptocurrency \n (2,289,144) \n (229) \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (4,612,160) \n -  \n -  \n (4,612,389)\n\nShares cancelled by shareholders \n (515,271) \n (52) \n (394,508) \n (39) \n -  \n -  \n -  \n -  \n (10) \n -  \n 91  \n -  \n -  \n - \n\nRounding adjustment related to reverse splits \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,600  \n -  \n -  \n -  \n -  \n - \n\nForeign currency translation adjustment \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 480,258  \n 480,258 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (7,901,777) \n -  \n (7,901,777)\n\nBalance, December 31, 2025 \n 3,354,309  \n$336  \n 13,407,566  \n$1,341  \n 5,500,000  \n$550  \n 7,020  \n$-  \n 1,660,627  \n$-  \n$58,911,271  \n$(52,818,556) \n$(768,407) \n$5,326,535 \n\nBalance \n 3,354,309  \n$336  \n 13,407,566  \n$1,341  \n 5,500,000  \n$550  \n 7,020  \n$-  \n 1,660,627  \n$-  \n$58,911,271  \n$(52,818,556) \n$(768,407) \n$5,326,535 \n\n \n\n(*)\nReflects\nreverse split of 10:1 as approved by the Board of Directors of Freight Technologies, Inc. on January 26, 2024, effective as of February\n5, 2024, the reverse split of 1:25 as approved by the Board of Directors of Freight Technologies, Inc. on September 12, 2024, effective\nas of September 25, 2024, the reverse split of 1:4 as approved by the Board of Directors of Freight Technologies, Inc. on May 22,\n2025, effective as of May 27, 2025 and the reverse split of 1:5 as approved by the Board of Directors of Freight Technologies, Inc.\non November 12, 2025, effective as of December 15, 2025.\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-7\n\n \n\n \n\nCONSOLIDATED\nSTATEMENTS OF CASH FLOWS\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \nYears Ended December 31, \n\n  \n2025  \n2024  \n2023 \n\nCash flows from operating activities: \n    \n    \n   \n\nNet loss \n$(7,901,777) \n$(5,601,227) \n$(9,327,606)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n    \n   \n\nDepreciation and amortization \n 449,369  \n 430,414  \n 404,598 \n\nInterest accrued on note payable \n 59,390  \n -  \n - \n\nShare-based compensation \n 883,326  \n 981,023  \n 1,153,787 \n\nNon-cash interest \n -  \n -  \n 449,147 \n\nChange in fair market value of convertible note \n 38,069  \n (22,602) \n (345,396)\n\nChange in fair value of cryptocurrency \n 1,454,388  \n -  \n - \n\nAmortization of derivative liability \n 56,164  \n    \n   \n\nChange in fair value of derivative liability \n (512,138) \n    \n   \n\nConversion inducement expense \n -  \n -  \n 129,259 \n\nGain from extinguishment of debt \n -  \n (1,607,766) \n - \n\nChanges in operating assets and liabilities: \n    \n    \n   \n\nAccounts receivable \n 1,453,787  \n 1,120,176  \n 45,383 \n\nUnbilled receivables \n (847,073) \n 334,728  \n 1,070,440 \n\nPrepaid expense and other assets \n 264,242  \n 591,263  \n 288,272 \n\nSecurity deposits \n -  \n -  \n 11,457 \n\nAccounts payable \n 68,162  \n (272,319) \n (181,880)\n\nAccrued expenses \n (44,600) \n (217,893) \n 435,193 \n\nIncome tax payable \n 47,330  \n 58,035  \n 76,662 \n\nNet cash used in operating activities \n (4,531,361) \n (4,206,168) \n (5,790,684)\n\n  \n    \n    \n   \n\nCash flows from investing activities: \n    \n    \n   \n\nCapitalization of software development costs \n (303,090) \n (336,153) \n (328,645)\n\nPurchase of property and equipment \n (6,074) \n (9,570) \n (34,724)\n\nCash acquired from acquisition of Jak Solar Loans 1 Limited \n 6,853  \n -  \n - \n\nNet cash used in investing activities \n (302,311) \n (345,723) \n (363,369)\n\n  \n    \n    \n   \n\nCash flows from financing activities: \n    \n    \n   \n\nProceeds from issuance of convertible notes \n 880,000  \n -  \n 7,675,000 \n\nProceeds from issuance of notes payable, net of discounts \n 2,000,000  \n 875,000  \n - \n\nRepayment of insurance financing payable \n (180,411) \n (236,082) \n (346,524)\n\nRepayment of cryptocurrency due to cancellation of agreement \n (880,000) \n -  \n - \n\nProceeds from issuance of common stock from ATM Offering \n -  \n 3,079,016  \n - \n\n Repayment of short-term borrowings \n (14,677,864) \n (16,378,757) \n (19,385,421)\n\n Proceeds from short-term borrowings \n 14,214,172  \n 16,902,846  \n 18,857,667 \n\nProceeds from issuance of Series A4 Shares \n 3,455,000  \n -  \n - \n\nNet cash provided by financing activities \n 4,810,897  \n 4,242,023  \n 6,800,722 \n\n  \n    \n    \n   \n\nNet (decrease) increase in cash and cash equivalents \n (22,775) \n (309,868) \n 646,669 \n\n  \n    \n    \n   \n\nEffect of exchange rate changes on cash and cash equivalents \n 165,461  \n (1,046,205) \n (99,564)\n\n  \n    \n    \n   \n\nCash and cash equivalents at beginning of the period \n 204,032  \n 1,560,105  \n 1,013,000 \n\nCash, cash equivalents and restricted cash at end of the period \n$346,718  \n$204,032  \n$1,560,105 \n\n  \n    \n    \n   \n\nSupplemental disclosure of cash flow information \n    \n    \n   \n\nCash paid for interest \n$705,957  \n$675,628  \n$816,819 \n\n  \n    \n    \n   \n\nSupplemental disclosure of non-cash activity \n    \n    \n   \n\nIssuance of 2,311,248 Series A4 Preferred Stock in exchange for Cryptocurrency (11,300,000 FET Token) \n$5,200,000  \n$-  \n$- \n\nFinancing of insurance premiums \n$180,411  \n$222,891  \n$341,653 \n\nConversion of convertible notes to preferred stock \n$-  \n$-  \n$7,054,065 \n\nConversion of convertible notes to ordinary shares \n$-  \n$-  \n$1,040,000 \n\nConversion of preferred stock to ordinary shares \n$-  \n$-  \n$1,368,907 \n\nConversion of warrants to ordinary shares \n$-  \n$-  \n$60,253 \n\n  \n    \n    \n   \n\nReconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet \n    \n    \n   \n\nCash and cash equivalents \n$346,718  \n$204,032  \n$1,560,105 \n\nTotal cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows \n$346,718  \n$204,032  \n$1,560,105 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-8\n\n \n\n \n\nNOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE\n1 – ORGANIZATION AND DESCRIPTION OF BUSINESS\n\n \n\n**Description\nof Business**\n\n** **\n\nFreight\nApp, Inc. (“Fr8App”) (formerly known as “Freighthub, Inc.”), a Delaware corporation, was incorporated on October\n26, 2015. On January 18, 2019, Freight App Mexico S.A De C.V. (“Fr8App Mexico”) (formerly known as “Freight Hub Mexico\nS.A. De C.V.”), a wholly owned subsidiary of Fr8App, was formed. On July 29, 2021, both companies filed their name change to Fr8App\nand Fr8App Mexico. On February 14, 2022, the Company merged with Hudson Capital Inc. (the “Merger”), and Fr8App Inc. was\nthe surviving entity and then became listed on the Nasdaq stock exchange. Fr8App continued its operation under the name Freight Technologies\nInc. (“Fr8Tech”).\n\n \n\nFr8Tech\nis a technology company offering a diverse portfolio of proprietary platform solutions powered by AI and machine learning to optimize\nand automate the supply chain process. Focused on addressing the distinct challenges within the supply chain ecosystem, the Company’s\nportfolio of solutions includes the Fr8App platform for over-the-road (OTR) B2B cross-border shipping across the USMCA region; Fr8Fleet,\na dedicated capacity service for enterprise clients in Mexico; Waavely, a digital platform for efficient ocean freight booking and management\nof container shipments between North America and ports worldwide; Fr8Now, a specialized service for less-than-truckload (LTL) shipping;\nand Fleet Rocket a nimble, scalable and cost-effective Transportation Management System (TMS) for brokers, shippers, and other logistics\noperators. Each product is interconnected within a unified platform to connect carriers and shippers and significantly improve matching\nand operation efficiency via innovative technologies such as live pricing, real-time tracking, digitization of critical documentation,\nbrokerage support, transportation management, fleet management, and committed capacity solutions.\n\n \n\nOn\nDecember 9, 2025, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with DIP SPV I, L.P.,\na limited partnership organized under the laws of the British Virgin Islands (the “Seller”). Pursuant to the Share Purchase\nAgreement, the Company agreed to acquire from the Seller all of the issued and outstanding shares of JAK Solar Loans 1 Limited (“JAK\nSolar”), a company limited by shares organized under the laws of the British Virgin Islands and a wholly owned subsidiary of the\nSeller (the “Target”), in exchange for the issuance to the Seller of a number of a new series of convertible preferred shares\nof the Company to be known as the Series C preferred shares, par value $0.0001 per share having an aggregate stated value of $5,500,000,\nsubject to the satisfaction or waiver of certain closing conditions. On December 31, 2025, the Company closed the transaction contemplated\nby the Share Purchase Agreement dated December 9, 2025, in which the Company acquired all of the equity interests in JAK Solar, a wholly\nowned subsidiary of the Seller, and issued to the Seller as consideration therefor 5,500,000 Series C Preferred Shares.\n\n** **\n\nF-9\n\n \n\n** **\n\nNOTE\n2 – LIQUIDITY AND GOING CONCERN\n\n \n\nSince\ninception, the Company has met its cash needs through proceeds from issuing convertible notes, loans, and issuance of shares. As shown\nin the accompanying consolidated financial statements as of and for the year ended December 31, 2025, the Company has an accumulated\ndeficit of $52.8 million, shareholders’ equity of $5.3 million, a working capital surplus of $31 thousand, short-term debt of $2.9\nmillion and $0.3 million of unrestricted cash on hand. For the years ended December 31, 2025 and 2024, the Company has reported operating\nlosses and negative cash flows from operations. The Company has historically met its cash needs through a combination of term loans,\npromissory notes, convertible notes, private placement offerings and sales of equity. The Company’s cash requirements are generally\nfor operating activities.\n\n \n\nThe\nCompany currently projects that it will need to draw additional funds on its existing facilities and need additional capital to fund\nits current operations and capital investment requirements until the Company scales to a revenue level that permits cash self-sufficiency.\nAs a result, the Company may need to raise additional capital or secure debt funding to support on-going operations until such time.\nThis projection is based on the Company’s current expectations regarding revenues, expenditures, cash burn rate and other operating\nassumptions. The sources of this capital are anticipated to be from drawing on existing facilities, and/or the sale of equity, any of\nwhich may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution\nto existing stockholders.\n\n \n\nIf\nthe Company is unable to raise additional capital moving forward, its ability to operate in the normal course and continue to invest\nin its product portfolio may be materially and adversely impacted and the Company may be forced to scale back operations or divest some\nor all of its assets.\n\n \n\nAs\na result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial\nAccounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of\nUncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s\nliquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from\nthe date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any\nadjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the\nCompany be unable to continue as a going concern.\n\n \n\nNOTE\n3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\n \n\n**Basis\nof Presentation**\n\n \n\nThese\nconsolidated financial statements and related notes are presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”),\nexpressed in U.S. dollars. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments,\nwhich, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for\nthe periods presented in accordance with GAAP. The accompanying consolidated financial statements include the accounts of the Company\nand its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.\n\n \n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that\naffect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the consolidated financial statements\nand the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, allowance\nfor credit losses, valuation of share-based compensation and warrants, accounting for warrants, useful lives of internally developed\nsoftware and property and equipment, fair value of convertible notes, impairment of long-lived assets, whether an arrangement is or contains\na lease, income tax accruals, the valuation allowance for deferred income taxes, and contingent liabilities.\n\n \n\nThe\nCompany bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable\nunder the circumstances, including assumptions as to future events. Actual results could differ from those estimates.\n\n \n\nF-10\n\n \n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nCash\nconsists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of\n90 days or less at the time of purchase and generally include money market accounts.\n\n \n\n**Concentrations\nof Credit Risk**\n\n \n\nThe\nCompany maintains cash accounts with various financial institutions. At times, balances in these accounts may exceed federally insured\nlimits. Accounts at each institution within the United States (“US”) are insured by the Federal Deposit Insurance Corporation\n(“FDIC”) up to $250,000. Additionally, a portion of the Company’s cash is deposited in non-US accounts. The funds are\nheld with financial institutions that offer deposit insurance and bear specific country and regional risks. The amount over the insured\nlimits as of December 31, 2025 and 2024 was $107,240 and $3,589, respectively. No losses have been incurred to date on any deposit balances.\n\n \n\nThe\nfinancial assets that potentially subject the Company to concentration of credit risk is accounts receivable and unbilled receivables.\nAt December 31, 2025, two customers accounted for 52% of the Company’s accounts receivable and unbilled receivables. As of December\n31, 2024, one customer accounted for 88% of the Company’s accounts receivable and unbilled receivables.\n\n \n\nFor\nthe year ended December 31, 2025, two customers accounted for 53% of the Company’s revenues. For the year ended December 31, 2024,\none customer accounted for 48% of the Company’s revenues, respectively. For the year ended December 31, 2023, one customer accounted\nfor 33% of the Company’s revenues.\n\n \n\n**Fair\nValue Measurements**\n\n \n\nThe\nCompany is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs\nused in determining the reported fair values. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements\nand Disclosures (“ASC 820”), establishes a hierarchy of inputs used when available. Observable inputs are what market participants\nwould use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs\nare those that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability\nand are developed based on the best information available in the circumstances.\n\n \n\nThe\nthree levels of the fair value hierarchy are described below:\n\n \n\nLevel\n1— Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the\nability to access at the measurement date.\n\n \n\nLevel\n2— Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in markets\nthat are not active or for which all significant inputs are observable or can be corroborated by observable market data.\n\n \n\nLevel\n3— Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the\nmeasurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value\nmeasurement.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\ncarrying amounts of the Company’s financial instruments, which include trade accounts receivable, unbilled receivables, intangible\nassets, accounts payable, accrued expenses, and debt at variable interest rates, approximate their fair values at December 31, 2025 and\n2024, respectively, principally due to the short-term nature, maturities, or nature of interest rates of the above listed items.\n\n \n\n**Accounts\nReceivable and Allowance for Credit Losses**\n\n \n\nAccounts\nreceivable are recorded at the net invoiced amount, net of allowances for credit losses, and do not bear interest. Unbilled receivables,\nwhich are reflected separately on the accompanying consolidated balance sheets, include unbilled amounts for services rendered in the\nrespective period but not yet billed to the customer until a future date, which typically occurs within one month. The allowance for\ncredit losses is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. In accordance\nwith ASU 2016-13, “*Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments*”,\nthe Company also considers reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections\nin determining the allowance for credit losses.\n\n \n\nF-11\n\n \n\n \n\nThe\nCompany determines expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables,\ncustomer payment patterns, and our expectations of changes in macro-economic conditions, that may impact the collectability of outstanding\nreceivables. Balances are considered past due based\non invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential\nfor recovery is considered remote. As of December 31, 2025 and 2024, the allowance for credit losses was $113,728 and $201,395, respectively.\n\n \n\n**Long-Lived\nAssets**\n\n \n\nThe\nCompany reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset\nor asset group may not be recoverable. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future\nundiscounted cash flows expected to be generated by the assets. If the asset or asset group is considered to be impaired, an impairment\nloss would be recorded to adjust the carrying amounts to the estimated fair value. Management has determined that no impairment of long-lived\nassets exists, and accordingly, no adjustments to the carrying amounts of the Company’s long-lived assets have been made for the\nyear ended December 31, 2025 and 2024.\n\n \n\n**Property\nand Equipment**\n\n \n\nProperty\nand equipment consisting of office and computer equipment, furniture and leasehold improvements are stated at cost. Depreciation is computed\nusing the straight-line method over the estimated useful lives, ranging between three to seven years.\n\n SCHEDULE\nOF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT\n\n** **\n**Useful\nLives**\n\nEquipment\n3 years\n\nFurniture\n7 years\n\nLeasehold improvements\nShorter of useful life of\nasset or lease term\n\n \n\n**Capitalized\nSoftware**\n\n \n\nThe\nCompany complies with the guidance of ASC Topic 350-40, *Intangibles—Goodwill and Other—Internal Use Software*, in accounting\nfor of its internally developed system projects that it utilizes to provide its services to customers. These system projects generally\nrelate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the\npreliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes\ndirect internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and\nenhancements are capitalized, whereas, costs incurred for maintenance are expensed as incurred. These capitalized software costs are\namortized on a project-by- project basis over the expected economic life of the underlying software on a straight-line basis, which is\ngenerally three years. Amortization commences when the software is available for its intended use.\n\n \n\n**Warrants**\n\n \n\nThe\nCompany accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s\nspecific terms and applicable authoritative guidance in FASB ASC Topic 480, *Distinguishing Liabilities from Equity* (“ASC\n480”) and ASC Topic 815, *Derivatives and Hedging* (“ASC 815”). The assessment considers whether the warrants\nare freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants\nmeet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s\nown ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside\nof the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional\njudgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.\n\n \n\nWarrants\nclassified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value\nare recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The fair value\nof the warrant liabilities is estimated using a Black-Scholes option pricing formula. The warrant volatility assumption within the Black-Scholes\nmodel represents a Level 3 measurement within the fair value measurement hierarchy. Warrants classified as equity instruments are initially\nrecognized at fair value and are not subsequently remeasured.\n\n \n\nThe\nproceeds received from the sale of equity classified warrants and convertible note in a bundled transaction are allocated based on the\nrelative fair values of warrants and convertible notes with no changes in fair value of warrants recognized after the issuance date and\nwere recorded at the issuance date using a relative fair value allocation method. Equity classified warrants, which are issued as an\ninducement to the holder of convertible note to covert the note, are recognized as an expense equal to the fair value of the warrant\nin accordance with ASC 470-20, Debt with Conversion and Other Options.\n\n \n\nWhen\nequity classified warrants are issued to the convertible note holder as an additional consideration for the holder to provide additional\nfunding under the existing convertible note agreement, the additional funding is allocated based on the residual fair value allocation\nmethod in which the fair value of the additional funding is first allocated to the convertible note and the remaining proceeds are allocated\nto the equity classified warrant.\n\n \n\nF-12\n\n \n\n \n\n**Advertising**\n\n \n\nAdvertising\ncosts are expensed as incurred, and totaled $13,540, $556 and $46,726 for the years ended December 31, 2025, 2024 and 2023 respectively.\n\n \n\n**Income\nTaxes**\n\n \n\nThe\nCompany accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities\nfor future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities\nand their respective tax basis, net operating losses, tax credit and other carryforwards. Deferred tax assets and liabilities are measured\nusing enacted tax rates when the assets and liabilities are expected to be realized or settled. The Company regularly reviews deferred\ntax assets for realizability and establishes valuation allowances based on available evidence including historical operating losses,\nprojected future taxable income, expected timing of the reversals of existing temporary differences, and appropriate tax planning strategies.\nIf the Company’s assessment of the realizability of a deferred tax asset change, an increase to a valuation allowance will result\nin a reduction of net earnings at that time, while the reduction of a valuation allowance will result in an increase of net earnings\nat that time.\n\n \n\nThe\nCompany follows ASC 740-10-65-1 in accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification\nin financial statements of tax positions taken or expected to be in a tax return. This prescribes a two-step process for the financial\nstatement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than\nnot (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the\nposition. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized\nin the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate\nsettlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification\nand disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income\ntax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December\n31, 2025 and 2024.\n\n \n\n**Foreign\nCurrency Translation**\n\n \n\nThe\nfinancial statements of the Company’s subsidiary operating in Mexico are prepared to conform to U.S. GAAP and translated into U.S.\nDollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Assets and liabilities\nof non-U.S. operations are translated at period-end exchange rates. Items appearing in the consolidated statements of operations are\ntranslated using average exchange rates during each period. Translation gains and losses are reported in accumulated other comprehensive\nincome (loss) as a component of stockholders’ equity (deficit).\n\n \n\n**Intangible\nAssets**\n\n \n\nIntangible\nassets include the Company’s domain name and are accounted for based on ASC Topic 350, *Intangibles – Goodwill and Other*.\nThe Company’s intangible assets that have finite lives, consisting of intellectual property, are amortized over their useful lives\nand reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.\nIf any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted\ncash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the\nasset is not recoverable), the Company will perform the next step, which is to determine the fair value of the asset and record an impairment\nloss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and\ncircumstances warrant a revision in their remaining useful lives.\n\n \n\n**Foreign\nOperations**\n\n \n\nOperations\noutside the United States include a wholly-owned subsidiary in Mexico. Foreign operations are subject to risks inherent in operating\nunder different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible\nlimitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency\nexchange.\n\n \n\nF-13\n\n \n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany’s revenues are accounted for under FASB ASC Topic 606, *Revenue from Contracts with Customers* (“ASC 606”).\nThe Company generates revenues primarily from shipments executed by the Company’s freight transportation brokerage services or\ndedicated capacity to shippers through the Company’s freight marketplace.\n\n \n\n*Freight\nTransportation Brokerage Services*\n\n \n\nThe\nCompany’s freight transportation brokerage services include Fr8App FTL, providing a single customer the use of an entire truckload,\nWaavely, providing ocean container shipments through Mexican ports, and Fr8Now LTL, providing multiple customers the use of a partial\ntruckload in each truck. Shippers contract with the Company to utilize the Company’s network of independent freight Carriers to\ntransport freight. Those shipments are the Company’s single performance obligations, arising under contracts the Company has entered\ninto with customers that define the price for performance obligation and payment terms. The Company’s acceptance of the shipment\nrequest establishes enforceable rights and obligations for each contract. By accepting the shipper’s order, the Company has responsibility\nfor transportation of the shipment from origin to destination. Under such contracts, revenue is recognized when performance obligations\nare satisfied, which generally represents the transit period from origin to destination by a third-party carrier which can vary based\non origin and destination, or the capacity used. This is appropriate as the customer simultaneously receives and consumes the benefits\nas the Company performs its obligation. The Company determines revenue in-transit using the output method based on shipping milestones.\nMeasure of revenue in-transit requires the application of judgment. Revenue is measured as the amount of consideration the Company expects\nto receive in exchange for providing services. Accessorial charges for fuel surcharge, loading and unloading, stop charges, and other\nimmaterial charges are part of the consideration received for the single performance obligation of delivering shipments.\n\n \n\n*Dedicated\nCapacity Services*\n\n \n\nThe\nCompany provides customers with dedicated shipment capacity for a specific period of time under Fr8Fleet. The current arrangements under\nFr8Fleet include an obligation to provide weekly shipping capacity. The Company’s performance obligation in this arrangement is\nto provide the shipping capacity and the transaction price is fixed. Under such contracts, revenue is recognized when performance obligations\nare satisfied, which generally represents when trucks are provided to the shipper over the term of the agreement. The Company utilizes\nthe output method for revenue recognition based on direct measurements of the value transferred to the customer, which is the number\nof trucks provided to the customer per day. Revenue is measured as the amount of consideration the Company expects to receive in exchange\nfor providing services.\n\n \n\nPayment\nfor the Company’s services is generally due within 30 to 45 days upon delivery of the shipment. Contracts entered into with customers\ndo not contain material financing components. The Company’s contracts with customers typically have a duration of one year or less\nand do not require any significant start-up costs, and as such, costs incurred to obtain contracts associated with these contracts are\nexpensed as incurred.\n\n \n\nThrough\nthe Company’s freight brokerage services and dedicated capacity, the Company is responsible for identifying and directing independent\nfreight Carriers to transport the shipper’s goods. The transportation of the loads is outsourced to third-party Carriers. The Company\nis a principal in these arrangements, and therefore records revenue associated with these contracts on a gross basis. The Company controls\nthe service and has primary responsibility to meet the customer’s requirements. The Company invoices and collects from its customers,\nmaintains discretion over pricing and is responsible for resolving customer claims.\n\n \n\nAdditionally,\nthe Company is responsible for selection of third-party transportation providers to the extent used to satisfy customer freight requirements.\nAt times, billing occurs subsequent to revenue recognition, resulting in an unbilled receivable which represents a contract asset. This\ncontract asset is recorded as an unbilled receivable and presented on the consolidated balance sheets. The Company receives the unconditional\nright to bill when shipments are delivered to their destination.\n\n \n\nA\nsummary of the Company’s revenue by major service lines is as follows:\n\n SUMMARY\nOF COMPANY REVENUE BY MAJOR SERVICE LINE\n\n  \n2025  \n2024  \n2023 \n\n  \nYears Ended December 31, \n\n  \n2025  \n2024  \n2023 \n\nFreight transportation brokerage \n$9,625,003  \n$8,635,201  \n$13,474,282 \n\nDedicated capacity \n 3,419,801  \n 5,093,721  \n 3,586,471 \n\nSoftware \n 17,730  \n -  \n - \n\nTotal revenue \n$13,062,534  \n$13,728,922  \n$17,060,753 \n\n \n\nF-14\n\n \n\n \n\n**Convertible\nDebt**\n\n \n\nThe\nCompany elected the fair value option (“FVO”) of accounting under ASC Topic 825-10, *Financial Instruments* (“ASC\n825”), to record its convertible note issued in 2023 at fair value at issuance and subsequently remeasures to fair value each reporting\nperiod. The primary reason for electing the fair value option was for simplification and cost-benefit considerations of accounting for\nthe convertible notes at fair value versus bifurcation of the embedded derivatives. The convertible note accounted for under the FVO\nrepresents a financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host\nand recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under\nASC 815. The Company has elected to present interest expenses separately from changes in fair value and therefore interest associated\nwith the convertible note is presented as interest expense in the consolidated statement of operations. All costs associated with the\nissuance of the convertible note accounted for using the FVO were expensed upon issuance. The fair value of the convertible note is determined\nusing a binomial lattice model and classified as Level 3 in the fair value hierarchy.\n\n \n\n**Share-Based\nCompensation**\n\n \n\nThe\nCompany accounts for share-based awards, including stock options and restricted stock awards, issued to employees in accordance with\nASC Topic 718, *Compensation—Stock Compensation*. In addition, the Company issues stock options to non-employees in exchange\nfor consulting services and accounts for these in accordance with the provisions of ASU 2018-07, *Improvements to Nonemployee Share-Based\nPayment Accounting*. Compensation expense is measured at the grant, based on the calculated fair value of the award, and recognized\nas an expense over the requisite service period, which is generally the vesting period of the award.\n\n \n\nFor\nmodification of stock compensation awards, the Company records the incremental fair value of the modified award as share-based compensation\non the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation\nis the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately\nbefore the modification. In addition, the Company records the remaining unrecognized compensation cost for the original cost for the\noriginal award on the modification date over the remaining vesting period for unvested awards.\n\n \n\nThe\nCompany estimates the expected term of stock options granted to employees using the simplified method, whereby the expected term equals\nthe average of the vesting term and the original contractual term of the option. The Company utilizes this method as the Company does\nnot have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For stock options\ngranted to non-employees, the contractual term of the option is utilized as the basis for the expected term assumption. All other assumptions\nused to calculate the grant date fair value are generally consistent with the assumptions used for options granted to employees. For\npurposes of calculating share-based compensation, the Company estimates the fair value of stock options using a Black-Scholes option-pricing\nmodel. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s\nstock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.\nThe expected volatility is primarily based on the historical volatility of peer company data while the expected life of the stock options\nis based on historical and other economic data trended into the future. The risk-free interest rate is based on U.S. Treasury yield curve\nin effect at the time of grant for periods corresponding to the expected option term. The dividend yield assumption is based on the Company’s\nhistory and expectation of no dividend payouts.\n\n \n\nIf\nfactors change and the Company employs different assumptions, share-based compensation expense may differ significantly from what has\nbeen recorded in the past. If there is a difference between the assumptions used in determining share-based compensation expense and\nthe actual factors which become known over time, specifically with respect to anticipated forfeitures, the Company may change the input\nfactors used in determining share-based compensation costs for future grants. These changes, if any, may materially impact the Company’s\nresults of operations in the period such changes are made. Incremental compensation costs arising from subsequent modifications of awards\nafter the grant date are recognized when incurred. In addition, the Company accounts for forfeitures of awards as they occur. For share-based\nawards that vest based on performance conditions, expense is recognized when it is probable that the conditions will be met.\n\n \n\n**Earnings\nPer Share**\n\n \n\nBasic\nearnings (loss) per share is computed by dividing net income (loss) available to ordinary shareholders by the weighted average number\nof outstanding ordinary shares for the period, considering the effect of the securities series A and B preferred stock and series seed\npreferred stock. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of ordinary\nshares and dilutive ordinary shares equivalents outstanding. During the periods when they are anti-dilutive, ordinary share equivalents\nincluding those from warrants and convertible notes, if any, are not considered in the computation. At December 31, 2025 and 2024, there\nwere 32,693,630 and 16,066,824 ordinary share equivalents, respectively, which were anti-dilutive.\n\n \n\nF-15\n\n \n\n \n\n**Acquisition\nof JAK Solar**\n\n** **\n\nThe\nCompany accounted for the acquisition of JAK Solar as a business combination under ASC 805, *Business Combinations*. The Company\nevaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a\nbusiness combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the\ngross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the\ntransaction is accounted for as an asset acquisition.\n\n \n\n**Segments**\n\n \n\nOperating\nsegments are defined as components of an entity for which separate financial information is available. The Chief Operating Decision Maker\n(“CODM”), CEO Javier Selgas, reviews financial information presented on a consolidated basis for the purposes of making operating\ndecisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating\nand one reportable segment. The Company presents financial information about its operating segment and geographical areas in Note 16\nto the consolidated financial statements.\n\n \n\n**Reclassifications**\n\n \n\nFinancial\nstatements presented for prior periods include reclassifications that were made to conform to the current year presentation. There was\nno material impact to the consolidated financial statements for these changes.\n\n \n\n**Recently\nIssued Accounting Pronouncements**\n\n \n\nOn\nDecember 13, 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets.\nThe new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in\nnet income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain\ncrypto assets. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including\ninterim periods within those years. The Company adopted ASU 2023-08 for the period ending March 31, 2025.\n\n \n\n**Accounting\nStandards Issued but Not Adopted as of December 31, 2025**\n\n** **\n\nIn\nNovember 2024, the FASB issued ASU 2024-03, *Disaggregation of Income Statement Expenses*, an update that improves income statement\nexpense disclosure requirements. Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed\nexpense categories within relevant income statement captions in the notes to their financial statements. These categories include purchases\nof inventory, employee compensation, depreciation and intangible asset amortization. The amendments are effective for fiscal years beginning\nafter December 15, 2026, and should be applied prospectively. The adoption of ASU 2024-03 will require us to provide additional disclosures\nrelated to certain income statement expenses but otherwise will not materially impact our financial statements.\n\n \n\nAll\nother new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not\nexpected to have a material impact on our consolidated financial statements.\n\n \n\n \n\n**NOTE\n4 – JAK SOLAR ACQUISITION**\n\n** **\n\nOn\nDecember 31, 2025, the Company acquired all of the equity interests in JAK Solar Loans 1 Limited (“JAK Solar”), a company\nlimited by shares organized under the laws of the British Virgin Islands and a wholly owned subsidiary of the DIP SPV I, L.P., a limited\npartnership organized under the laws of the British Virgin Islands (the “Seller”), pursuant to a share purchase agreement\n(the “SPA”) entered into with the Seller on December 9, 2025. In exchange, the Company issued to the Seller a new series\nof convertible preferred shares of the Company to be known as the Series C preferred shares, par value $0.0001 per share (the “Preferred\nShares” and, together with the ordinary shares of the Company with no par value per share, the “Ordinary Shares,” issuable\nupon conversion thereof, the “Conversion Shares”) having an aggregate stated value of $5,500,000.\n\n \n\nThe\nacquisition was completed to provide Fr8Tech asset diversification, recurring positive cash flows, and a strategic platform to invest\nin the U.S. residential solar loan market.\n\n \n\n**Fair\nValue of the Series C Consideration**\n\n \n\nThe\nPreferred Shares have a stated value per share of $1.00 (the “Stated Value”). The initial conversion price of the Preferred\nShares will be equal to the Stated Value divided by the lower of (A) 120% of the market price per Ordinary Share on the date of the closing\nof the Transaction (such date, the “Closing Date”), and (B) the greater of (y) the lowest daily volume weighted average price\nof the Ordinary Shares during the seven consecutive trading days immediately prior to the applicable date of conversion, and (z) 20%\nof the Nasdaq Minimum Price as of the Closing Date.\n\n \n\nF-16\n\n \n\n \n\nHolders\nof the Preferred Shares will participate in any dividends issued by the Company to the holders of its other capital shares on an as converted\nbasis. Similarly, in case of a dissolution or liquidation of the Company, holders of the Preferred Shares will be eligible to receive\ntheir pro-rata share of the Company’s assets with the holders of the Ordinary Shares on an as converted basis.\n\n \n\nHolders\nof the Preferred Shares will not have the right to convert any Preferred Shares if, as a result of such conversion, such holder or such\nholder’s affiliates would collectively beneficially own in excess of 4.99% (or for DIP SPV I, L.P. and upon election by a shareholder\nprior to the issuance of any Series C Preferred Shares, 9.99%) of the Ordinary Shares outstanding immediately after giving effect to\nsuch conversion.\n\n \n\nIn\nconnection with the issuance of the Series C Preferred Shares, the Company granted the Seller certain registration rights with respect\nto the Conversion Shares. If at any time the Company registers or determines to register any ordinary shares under the Securities Act\nof 1933, as amended, for its own account or for the account of other security holders, the Company will provide the Seller with written\nnotice and will include in such registration all Conversion Shares requested by the Seller, subject to customary terms and conditions.\n\n \n\nThe\nShare Purchase Agreement contains customary representations, warranties, covenants, including, among other things, indemnification by\nthe Company in favor of the Seller and its affiliates for certain third-party claims relating to the transaction contemplated by the\nShare Purchase Agreement, subject to customary limitations.\n\n \n\nAlthough\nthe Series C Preferred Shares have an aggregate stated value of $5,500,000, the Company determined the acquisition-date fair value of\nthe consideration transferred to be $5,727,021, which has been used as the basis for the purchase price allocation. In the unaudited\npro forma condensed combined financial statements included in the Company’s Report on Form 6-K filed with the Securities and Exchange\nCommission on March 19, 2026, the consideration transferred was presented at the aggregate stated value of $5,500,000 based on a preliminary\nvaluation. Subsequent to that filing, the Company utilized an independent third-party valuation specialist to determine the acquisition-date\nfair value of the Series C Preferred Shares using the lattice-based option pricing model described below, resulting in a fair value of\n$5,727,021. Accordingly, the goodwill recognized in these audited financial statements of $4,487,175 differs from the preliminary goodwill\nof $4,260,154 presented in the Form 6-K pro forma financial statements by $227,021, reflecting this fair value refinement.\n\n \n\nThe\nSeries C Preferred Shares are not publicly traded and are convertible into a number of Ordinary Shares determined by dividing the Series\nC Stated Value by the Series C Conversion Price. The Conversion Price is variable and determined as the quotient of (i) the Series C\nStated Value, divided by (ii) the lower of (A) the Fixed Price and (B) the greater of (a) the Market Price and (b) the Floor Price. The\nSeries C Stated Value is $1.00. The Fixed Price is $3.012 (and with respect to any other issuance, 120% of the closing price of the Ordinary\nShares). The Market Price is the lowest daily VWAP of the Ordinary Shares in the seven (7) consecutive Trading Day period immediately\npreceding the date of the conversion of the applicable Series C Preferred Share. The Floor Price is 20% of the Nasdaq Minimum Price of\nOrdinary Shares on the Closing Date.\n\n \n\nThe\nfair value measurement is classified as Level 3 within the ASC 820 fair value hierarchy, as the significant inputs are unobservable and\nreflect the Company’s own assumptions about the assumptions market participants would use in pricing the instrument.\n\n \n\nBecause\nthe fair value of the Preferred Shares could not be directly observed, the Company utilized an independent third-party valuation specialist\nwho estimated the fair value of the Series C Convertible Preferred Shares using a lattice-based (binomial tree) option pricing model.\nThe lattice model simulates the evolution of the Company’s stock price across a binomial tree of 50 time steps over the applicable\nexpected term, incorporating the instrument’s variable conversion price mechanics — including the fixed price ceiling, the\nfloating market price based on the lowest seven-day VWAP, and the floor price — at each node of the tree. The resulting lattice\nvalue was then adjusted by a Discount for Lack of Marketability (DLOM) to reflect the restricted and non-marketable nature of the Series\nC Preferred Shares.\n\n \n\nThe\nDLOM was calculated as the average of two methods: (i) a Protective Put model, which estimates the cost of a hypothetical at-the-money\nput option with a six-month holding period, and (ii) the Finnerty model, a closed-form model that estimates the discount based on volatility\nand holding period. The average of the two methods produced a DLOM of 30.83%, applied uniformly across all term assumptions.\n\n \n\nBecause\nno single expected term was determinable for the Series C Preferred Shares — which carry no stated maturity or mandatory conversion\ndate — the valuation was performed across three term scenarios: one year, two years, and three years. The Company selected the\ntwo-year scenario as its primary valuation basis, as it represents management’s best estimate of the expected conversion horizon\nand the midpoint of the range. The one-year and three-year scenarios produced fair values of $5,504,078 and $5,968,353, respectively,\nbracketing the selected two-year estimate.\n\n \n\nF-17\n\n \n\n \n\nThe\nfollowing significant assumptions were used in the lattice model as of the acquisition date, December 31, 2025:\n\n \n\n SCHEDULE OF SHARE-BASED PAYMENT AWARD ASSUMPTIONS\n\nAssumption \nValue Used \n\nStock price (ordinary share closing price, December 31, 2025) \n$1.6800 \n\nStated value per Preferred Share \n$1.0000 \n\nFixed price / Initial conversion price \n$2.0160 \n\nFloor Price \n$0.3360 \n\nExpected volatility (1-year / 2-year / 3-year) \n 148.9% / 127.3% / 135.9%\n\nRisk-free interest rate (1-year / 2-year / 3-year) \n 3.42% / 3.41% / 3.49%\n\nExpected term (years) \n 2 years (primary) / 1 - 3 year range  \n\nExpected dividend yield \n 0%\n\nAverage VWAP discount \n 6.03%\n\nDiscount for lack of marketability (DLOM) \n 30.83%\n\nFair value per Preferred Share \n$1.0413 \n\nNumber of Preferred Shares issued \n 5,500,000 \n\nTotal fair value of consideration transferred \n$5,727,021 \n\n \n\nFor\npurposes of the fair value model, the Fixed Price was determined as 120% of the Company’s closing stock price on the acquisition\ndate ($1.68), or $2.016 per share, consistent with the conversion price formula set forth in the Share Purchase Agreement. The Amended\nand Restated Memorandum and Articles of Association separately specify a contractual Fixed Price of $3.012 for this issuance, which reflects\nthe same 20% premium formula applied to an earlier reference price. Use of $2.016 in the model produces a conservative (lower) fair value\nestimate relative to use of the contractual Fixed Price of $3.012.\n\n \n\nThe\nfair value of the consideration transferred of $5,727,021 exceeds the aggregate stated value of the Series C Preferred Shares of $5,500,000\nby $227,021. This premium primarily reflects the economic value of the variable conversion price mechanism, under which the holder may\nconvert at the lower of the fixed price ceiling or the prevailing market price (subject to the floor), which was in-the-money relative\nto the current stock price at the valuation date, partially offset by the 30.83% Discount for Lack of Marketability applied to reflect\nthe non-marketable and restricted nature of the Preferred Shares. The in-the-money characteristic of the conversion feature reflects\nprimarily the value of the floor price mechanism ($0.336), under which the holder may receive Ordinary Shares at a significant discount\nto the market price in downside stock price scenarios. The fixed price ceiling limits the holder’s additional conversion benefit\nin upside scenarios where the stock price would otherwise exceed the fixed price.\n\n \n\nThe\nfair value of the Series C Preferred Shares is sensitive to changes in the assumed expected volatility, expected term, and Discount for\nLack of Marketability. An increase in expected volatility or expected term would generally increase the estimated lattice value of the\nconversion feature prior to application of the DLOM. An increase in the DLOM would decrease the fair value after application of the discount.\n\n \n\n**Purchase\nPrice Allocation**\n\n** **\n\n** SCHEDULE OF PRELIMINARY PURCHASE PRICE ALLOCATION TO TOTAL ASSETS ACQUIRED AND LIABILITIES**\n\n  \nFair Value \n\nCash \n$6,853 \n\nLoans receivable \n 1,194,485 \n\nLoan set up costs, net of unamortized costs \n 36,863 \n\nLoan interest receivable \n 1,645 \n\nTotal assets acquired \n$1,239,846 \n\nLiabilities assumed \n - \n\nNet identifiable assets acquired \n$1,239,846 \n\nGoodwill \n 4,487,175 \n\nTotal consideration \n$5,727,021 \n\n \n\n**Cash**\n\n \n\nCash\nof $6,853 represents cash and cash equivalents held by JAK Solar at the acquisition date, which approximates fair value.\n\n \n\nF-18\n\n \n\n \n\n**Loans\nReceivable**\n\n \n\nThe\nfair value of loans receivable was determined using a discounted cash flow methodology, under which the expected future cash flows of\nthe 62 acquired loans — including scheduled principal and interest payments, estimated prepayments, and expected credit losses\n— were discounted to present value using a market rate of return of 6.11% reflecting the credit and prepayment risk characteristics\nof the portfolio. The fair value measurement is classified as Level 3 within the ASC 820 fair value hierarchy.\n\n \n\nThe\ngross contractual amounts receivable under the 62 active and performing acquired loans are $2,099,879, representing aggregate outstanding\nprincipal and interest through maturity. The Company’s best estimate of contractual cash flows not expected to be collected as\nof the acquisition date is approximately $905,394. Since January 1, 2024, JAK Solar had written off three loans with aggregate outstanding\nprincipal and accrued interest of $82,576.\n\n \n\n**Loan\nSet Up Costs**\n\n \n\nLoan\nset up costs of $36,863 represent deferred direct costs incurred by JAK Solar in connection with the origination of the acquired loan\nportfolio. These costs are carried at their acquisition-date fair value and are amortized as an adjustment to interest income over the\nremaining lives of the respective loans using the effective interest method in accordance with ASC 310-20.\n\n \n\n**Loan\nInterest Receivable**\n\n \n\nLoan\ninterest receivable of $1,645 represents accrued and unpaid interest on the acquired loan portfolio as of the acquisition date, December\n31, 2025, which approximates fair value given its short-term nature.\n\n \n\n**Liabilities\nAssumed**\n\n \n\nNo\nliabilities were assumed in the acquisition. As of the acquisition date, JAK Solar had no outstanding debt, accounts payable, accrued\nliabilities, or other obligations.\n\n \n\n**Goodwill**\n\n \n\nGoodwill\nof $4,487,175 represents the going concern value of JAK Solar as a fully operational residential solar loan entity. The goodwill is attributable\nto the assembled operational infrastructure of JAK Solar, including an established legal entity structure, existing banking and custodial\nrelationships, a negotiated third-party loan servicer agreement with Vervent, an established asset servicer relationship providing ongoing\nsolar equipment support to borrowers, and an operational loan monitoring, financial reporting, and recordkeeping framework. While these\nelements collectively provide the Company with meaningful cost and time savings relative to establishing a comparable operational platform\nfrom inception, none of these elements individually meets the contractual-legal criterion or the separability criterion for recognition\nas an identifiable intangible asset separate from goodwill under ASC 805. Specifically, the third-party loan servicer agreement with\nVervent and asset servicer agreement are priced at prevailing market rates with no material discount to current market terms, and therefore\ncarry no above-market or favorable contract value requiring separate recognition. The loan monitoring and recordkeeping infrastructure\nutilizes commercially available, off-the-shelf software and standard industry processes that could be readily replicated or purchased\nby any market participant and therefore does not qualify for separate recognition. Accordingly, the collective going concern value of\nthese operational elements has been recognized as goodwill. None of the goodwill recognized is expected to be deductible for income tax\npurposes.\n\n \n\n**Subsequent\nAccounting for Acquired Loans**\n\n \n\nThe\nacquired loan portfolio consists of 62 active and performing U.S.-based residential solar power system loans. Subsequent to the acquisition\ndate, the Company accounts for the acquired loans in accordance with ASC 310, *Receivables*, and ASC 326, *Financial Instruments\n— Credit Losses* (“ASC 326”).\n\n* *\n\n*Purchased\nCredit Deteriorated Assessment*\n\n \n\nAt\nthe acquisition date, the Company evaluated each of the 62 acquired loans to determine whether any should be classified as purchased\ncredit deteriorated (“PCD”) assets under ASC 326-20. A financial asset is considered PCD if it has experienced a more-than-insignificant\ndeterioration in credit quality since its origination. In making this assessment, the Company considered the following indicators for\neach loan: delinquency status as of the acquisition date, payment history since origination, borrower credit profile, and the historical\nloss experience of the JAK Solar portfolio.\n\n \n\nF-19\n\n \n\n \n\nBased\non this evaluation, the Company determined that none of the 62 acquired loans meet the definition of a PCD asset as of the acquisition\ndate. All 62 loans are current and performing as of December 31, 2025, with no loans past due or on nonaccrual status. While JAK Solar\nwrote off three loans with aggregate outstanding principal and accrued interest of $82,576 subsequent to January 1, 2024, those loans\nare not part of the acquired portfolio. The remaining 62 loans have not experienced more-than-insignificant credit deterioration since\norigination and are therefore classified as non-PCD acquired loans.\n\n \n\n*Allowance\nfor Credit Losses*\n\n \n\nBecause\nthe acquired loans are classified as non-PCD, no allowance for credit losses was recognized at the acquisition date. The acquisition-date\nfair value of the loans of $1,194,485 reflects a discount to the gross contractual amounts receivable of $2,099,879, which incorporates,\namong other factors, expected credit losses over the life of the portfolio. This credit loss component embedded in the acquisition-date\nfair value accretes into interest income over the remaining lives of the loans as a component of the effective interest rate.\n\n \n\nSubsequent\nto the acquisition date, the Company establishes and maintains an allowance for credit losses on the acquired loan portfolio in accordance\nwith ASC 326-20, using the current expected credit loss (“CECL”) methodology. Under the CECL methodology, the Company estimates\nexpected credit losses over the contractual life of each loan, considering historical loss experience, current conditions, and reasonable\nand supportable forecasts of future economic conditions. The allowance is reassessed at each reporting date, with any changes recognized\nthrough the provision for credit losses in the consolidated statement of operations.\n\n \n\n*Interest\nIncome Recognition*\n\n \n\nInterest\nincome on the acquired non-PCD loans is recognized using the effective interest method in accordance with ASC 310-20. The difference\nbetween the acquisition-date fair value of the loans and their gross contractual amounts — reflecting both the credit loss component\nand the time value of money — is accreted into interest income over the remaining contractual lives of the respective loans.\n\n \n\nA\nloan is placed on nonaccrual status when management determines that the collection of interest or principal is no longer probable, generally\nwhen a loan becomes 120 or more days past due or when other indicators of credit deterioration are identified. Interest accrued but not\ncollected at the time a loan is placed on nonaccrual status is reversed against interest income. Cash received on nonaccrual loans is\napplied first to principal and then to interest. A loan is returned to accrual status when it becomes current and management believes\nthe borrower has demonstrated the ability and willingness to make scheduled payments on a timely basis going forward.\n\n \n\n*Loan\nWrite-Offs*\n\n \n\nThe\nCompany charges off a loan against the allowance for credit losses when management determines that the loan balance is uncollectible,\ngenerally after all commercially reasonable means of recovery have been exhausted. In assessing whether a loan balance is uncollectible,\nthe Company considers the value of any underlying collateral, including UCC liens on the solar energy systems securing the loan. Recoveries\nof amounts previously charged off are credited to the allowance for credit losses when received.\n\n \n\n**Revenue\nand Earnings Since Acquisition**\n\n \n\nBecause\nthe acquisition was completed on December 31, 2025, no revenue or net income (loss) of JAK Solar is included in the Company’s consolidated\nstatements of operations for the year ended December 31, 2025. For the years ended December 31, 2025 and 2024, JAK Solar had interest\nincome of $83,387 and $101,660, and net loss and net income of $(68,231) and $140,016, respectively. The audited standalone financial\nstatements of JAK Solar as of and for the years ended December 31, 2025 and 2024 are included in the Company’s Report on Form 6-K\nfiled with the Securities and Exchange Commission on March 19, 2026.\n\n \n\n**Acquisition\nRelated Costs**\n\n \n\nThe\nCompany incurred acquisition-related costs of $106,621 in connection with the acquisition of JAK Solar, consisting primarily of legal,\naudit and accounting fees. These costs were expensed as incurred and are included in general and administrative expenses in the consolidated\nstatement of operations for the year ended December 31, 2025.\n\n** **\n\n****\n\nF-20\n\n \n\n** **\n\n**Supplemental\nPro Forma Information**\n\n \n\n** SCHEDULE OF BUSINESS COMBINATION, PRO FORMA INFORMATION**\n\n  \n2025  \n2024 \n\n  \nYears Ended December 31, \n\n  \n2025  \n2024 \n\nRevenue \n$13,145,921  \n$13,835,787 \n\nNet loss \n (7,863,387) \n (5,567,831)\n\nNet loss per share, basic and diluted \n$(13.88) \n$(6.10)\n\n \n\nASC\n805-10-50-2(h)(2) requires disclosure of supplemental pro forma revenue and net income (loss) of the combined entity as though the acquisition\nof JAK Solar had occurred as of January 1, 2024, the beginning of the earliest comparative period presented. The unaudited pro forma\nfinancial information is presented for informational purposes only and does not purport to represent what the combined entity’s\nfinancial position or results of operations would have been had the acquisition occurred on January 1, 2024, nor is it indicative of\nfuture results.\n\n \n\nThe\nunaudited pro forma financial information is presented in accordance with ASC 805-10-50-2(h)(2) and is consistent with the pro forma\nfinancial information included in the Company’s Report on Form 6-K filed with the Securities and Exchange Commission on March 19,\n2026, which was prepared in accordance with Article 11 of Regulation S-X.\n\n \n\nThe\nunaudited pro forma financial information reflects the reclassification of acquisition-related costs of $106,621 from the year ended\nDecember 31, 2025 to the year ended December 31, 2024, as required under ASC 805 pro forma presentation guidance, as if the acquisition\nhad occurred on January 1, 2024.\n\n \n\n**NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS**\n\n \n\nPrepaid expenses and other current assets consist of the following at:\n\n SCHEDULE\nOF PREPAID EXPENSES AND OTHER CURRENT ASSETS\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nPrepaid services with Fetch Compute \n$1,241,690  \n$- \n\nVAT receivable \n 747,890  \n 542,840 \n\nPrepaid insurance \n 43,220  \n 151,096 \n\nSecurity deposits \n 32,541  \n 17,553 \n\nPrepaid software \n 19,194  \n 12,685 \n\nAdvanced payments to providers \n 8,418  \n 67,973 \n\nPrepaid expenses and other current assets \n$2,092,953  \n$792,147 \n\n \n\nIn November 2025, the Company\nentered into a multi-year Pre-Paid Services Agreement with Fetch Compute, Inc., under which Fr8Tech has access to Fetch.ai’s ASI\nLLM Platform and Fetch Developer Tools to support the development of the Company’s own products and services. The Pre-Paid Services\nAgreement was filed as an exhibit to the Company’s Current Report on Form 6-K furnished to the SEC on November 20, 2025.\n\n \n\nNOTE\n6 – CAPITALIZED SOFTWARE\n\n \n\nCapitalized\nsoftware consists of the following at:\n\n SCHEDULE OF CAPITALIZED SOFTWARE\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nCapitalized software \n$4,205,554  \n$3,729,011 \n\nAccumulated amortization \n (3,704,904) \n (3,154,902)\n\nCapitalized software, net \n$500,650  \n$574,109 \n\n \n\nAmortization\nexpense for the years ended December 31, 2025, 2024 and 2023 was $440,560, $416,334 and $385,488, respectively.\n\n \n\nEstimated\namortization for capitalized software for future periods is as follows:\n\n** **SCHEDULE\nOF ESTIMATED AMORTIZATION CAPITALIZED SOFTWARE\n\nYear Ended December 31, \n  \n\n2026 \n$276,092 \n\n2027 \n 168,552 \n\n2028 \n 56,006 \n\nTotal \n$500,650 \n\n \n\nNOTE\n7 – PROPERTY AND EQUIPMENT\n\n \n\nProperty\nand equipment consist of the following at:\n\n SCHEDULE OF PROPERTY AND EQUIPMENT, NET\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nEquipment \n$110,073  \n$98,598 \n\nFurniture and fixtures \n 9,517  \n 9,517 \n\nTotal cost \n 119,590  \n 108,115 \n\nAccumulated depreciation \n (107,284) \n (94,877)\n\nProperty and equipment, net \n$12,306  \n$13,238 \n\n \n\nDepreciation\nexpense for the years ended December 31, 2025, 2024 and 2023 was $7,996, $13,266 and $19,110, respectively.\n\n \n\nF-21\n\n \n\n \n\nNOTE\n8 – CRYPTOCURRENCIES\n\n \n\nAs\nof Dec 31, 2025, the Company held the following cryptocurrencies:\n\n \n\n SCHEDULE\nOF CRYPTOCURRENCIES\n\nCryptocurrency \nUnits  \n$ / Unit  \n\nFair Market\n\nValue ($ USD)\n \n\nFET \n -  \n$-  \n$- \n\nOfficial Trump \n 2,680.01  \n 4.73  \n 12,668 \n\nEthereum \n 0.0399  \n 2,973.67  \n 119 \n\nSolana \n 3.5072  \n 124.05  \n 435 \n\nTotal \n    \n    \n$13,222 \n\n \n\nOn\nMarch 31, 2025, the Company entered into a Securities Purchase Agreement with Fetch Compute, Inc. (“Fetch”) wherein the Company\nsold and the Purchaser purchased 2,311,248 Series A4 preferred shares of the Company, par value $0.0001 per share for a total purchase\nprice of approximately $5,200,000 payable in 11,300,000 FET Tokens. As part of the agreement with Fetch Compute, the Company agreed to\npurchase additional FET tokens worth 20% of the net proceeds from subsequent equity financing events. On November 19, 2025, the Company\nentered into a transfer and cancellation agreement (the “Cancellation Agreement”) with Fetch to terminate the prior Securities\nPurchase Agreement. Pursuant to the Cancellation Agreement, Fetch will convert 22,104 Series A4 preferred shares of the Company into\n22,651 shares of Common Stock of the Company and Fetch will transfer the remaining 2,289,144 Series A preferred shares and all of Fetch’s\nright, title, and interest in and to all of the Remaining Securities, to the Company. In exchange, the Company will return the 11,300,000\nFET tokens and make a payment of $880,000 to Fetch.\n\n \n\nOn\nMay 27, 2025, the Company effectively received $1,508,167 in proceeds from the exchange of previously issued convertible notes into Series\nA4 preferred shares to Trump Ventures I, LLC.\n\n \n\nThe\nCompany purchased 414,721 FET tokens for approximately $300,000 on June 9, 2025 and sold all 414,721 FET tokens for approximately $232,411\non September 30, 2025.\n\n \n\nFET\ntokens are the utility token and the key medium of exchange on the Fetch.ai network. These tokens meet the definition of a crypto asset\nunder ASC 350-60 and are accounted for as intangible assets measured at fair value, with changes in fair value recognized in net income\neach reporting period. For the year ended December 31, 2025, the realized loss in the fair value of the FET tokens was $1,535,199. The\nFET tokens are classified as Level 1 fair value measurements under ASC 820, as fair value is determined based on quoted prices on active\nmarkets.\n\n \n\nOn\nApril 29, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors wherein the Company agreed\nto sell and the buyers agreed to purchase senior $1 million of convertible notes and warrants to purchase additional notes of up to $19\nmillion for a total purchase price up to $20,000,000. The Company will use the net proceeds from the Offering to purchase TRUMP coins.\nOn May 12, 2025, the buyers exercised $1 million of warrants to purchase additional convertible notes. On May 27, 2025, the buyers exercised\ntheir right to convert $1.5 million of the convertible notes into Series A4 preferred shares. As of December 31, 2025, $500,000 of the\nconvertible notes remained outstanding.\n\n \n\nPursuant\nto this agreement the Company purchased 170,172 Official Trump coins for $2,000,000. Since the conversion of the convertible notes, the\nCompany has sold 167,492 Official Trump coins, and held 2,680 as of December 31, 2025.\n\n \n\nCryptocurrencies\nare subject to significant risks, including market volatility, liquidity constraints, and regulatory uncertainty. Net realized losses\nacross all cryptocurrency transactions for the year ended December 31, 2025 was $(1,650,339). Total unrealized loss across all cryptocurrency\npositions for the year ended December 31, 2025, was a $(16,666). The Company does not currently hedge its exposure to crypto asset price\nfluctuations and may be subject to gains or losses in future reporting periods.\n\n* *\n\nNOTE\n9 – ACCRUED EXPENSES\n\n \n\nAccrued\nexpenses consist of the following at:\n\n SCHEDULE\nOF ACCRUED EXPENSES\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nAccrued freight costs \n$984,079  \n$890,408 \n\nAccrued payroll \n 374,575  \n 362,628 \n\nAccrued interest on convertible note \n 51,223  \n - \n\nAccrued professional services \n 36,665  \n 24,000 \n\nOther accrued liabilities \n 3,526  \n 3,527 \n\nTotal accrued expenses \n$1,450,068  \n$1,280,563 \n\n \n\nF-22\n\n \n\n \n\nNOTE\n10 – SHARE-BASED COMPENSATION\n\n \n\nThe\nCompany has an Equity Incentive Plan (the “Plan”) under which the Company may grant restricted stock awards and stock options\nfor up to 7,500 ordinary shares. Both incentive stock options and non-qualified stock options expire ten years from the date of the grant\nor 90 days after the termination of employment of the grantee.\n\n \n\n**Stock\nOptions**\n\n \n\nThe\nfair value of options and share awards granted under the stock option plan during the year ended December 31, 2023 was estimated at the\ndate of grant using the Black-Scholes option pricing model and the following assumptions for grants:\n\nSCHEDULE\nOF STOCK OPTION ASSUMPTIONS FOR GRANTS \n\n  \n2023 \n\nRisk-free interest rates \n 3.58% - 4.39%\n\nExpected life of options \n 5 years \n\nExpected volatility \n 83.12% - 92.32%\n\nExpected dividend yield \n 0.00%\n\n \n\nThe\nfollowing table summarizes stock option activity:\n\n \n\nSUMMARY\nOF STOCK OPTION ACTIVITY\n\n  \n\n**Number of**\n\n**Options**\n  \n\n**Weighted Average**\n\n**Exercise Price**\n  \n\n**Weighted Average**\n\n**Remaining**\n\n**Contractual Term**\n \n\nBalance at January 1, 2024 \n 151  \n$49,656.80  \n 8.70 \n\nForfeited/Expired \n (11) \n 67,692.00  \n   \n\nBalance at December 31, 2024 \n 140  \n 49,656.78  \n 7.72 \n\nForfeited/Expired \n (2) \n 52,500.70  \n   \n\nBalance at December 31, 2025 \n 138  \n 48,351.27  \n 6.73 \n\nExercisable at December 31, 2025 \n 107  \n$53,736.00  \n 6.63 \n\n \n\nThe\nfollowing table summarizes the Company’s non-vested stock options:\n\n \n\nSUMMARY\nOF NON-VESTED STOCK OPTION\n\n  \nNon-vested Options Outstanding  \nWeighted-Average Grant Date Fair Value \n\nAt January 1, 2024 \n 116  \n$22,667.20 \n\nOptions forfeited/cancelled \n (6) \n 19,074.80 \n\nOptions vested \n (47) \n 20,294.20 \n\nAt December 31, 2024 \n 63  \n 22,547.61 \n\nOptions vested \n (31) \n 26,261.79 \n\nAt December 31, 2025 \n 32  \n$18,739.24 \n\n \n\nFor\nthe years ended December 31, 2025, 2024 and 2023, the Company recognized $883,326, $977,096 and $1,092,820 of stock compensation expense\nrelating to stock options, respectively. As of December 31, 2025, there was $592,968 of unrecognized stock compensation expense related\nto non-vested stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of approximately\nfour years.\n\n \n\nF-23\n\n \n\n \n\n**Restricted\nStock Awards**\n\n \n\nFrom\ntime-to-time the Company issues time-based restricted stock awards (“RSAs”) under the Plan. The fair value of the non-vested\nshares is measured at the market price of a share on the date of grant and will be recognized as share-based compensation expense over\nthe requisite service period. Grants vest over a period ranging from one to four years based on continued employment or service. The\nordinary shares underlying the RSAs are not considered issued and outstanding until vested.\n\n \n\nThe\nfollowing table summarizes the restricted stock awards activity:\n\n \n\nSUMMARY\nOF RESTRICTED STOCK AWARDS\n\n  \nRestricted Stock Awards  \nWeighted-Average Grant Date Fair Value Per Share \n\nOutstanding at January 1, 2024 \n 0.25  \n$69,670.80 \n\nForfeited \n (0.19) \n 23,230.20 \n\nVested \n (0.06) \n 69,370.80 \n\nOutstanding at December 31, 2024 \n$-  \n$- \n\n \n\nFor\nthe years ended December 31, 2025, 2024 and 2023, the Company recognized $0, $3,927 and $60,967 of stock compensation expense relating\nto RSAs, respectively. As of December 31, 2025, there was $0 of unrecognized share-based compensation expense related to non-vested RSAs.\n\n \n\nNOTE\n11 – SHORT-TERM BORROWINGS AND NOTES PAYABLE\n\n \n\n**Short-Term\nBorrowings**\n\n \n\nOn\nMarch 7, 2019, the Company entered into a short-term promissory note (“2019 Note”) with a lender (the “2019 Note Lender”)\nwhich provided the Company a revolving line of credit of $1,000,000. On July 12, 2022, the note was amended to increase the maximum principal\namount that could be advanced withdrawn under the line of credit to $5,000,000. On May 24, 2024, the loan documents were amended to temporarily\nincrease the maximum principal amount that could be advanced withdrawn under the line of credit to $5,250,000 until June 30, 2024. On\nJuly 11, 2025, the loan documents were amended to define the $4,000,000 of borrowing capacity in excess of the original $1,000,000 line\nof credit (for a total of $5,000,000) as overline, which is incurs interest at the default rate and required a one-time fee of $37,000\npaid by the Company to the lender.\n\n \n\nThe\nborrowing base of the revolving line of credit is limited to stated percentages for different categories of eligible accounts receivable.\nUnder the revolving line of credit, if the aggregate principal amount of the outstanding advances exceeds the applicable borrowing base,\nthe Company must repay the lender an amount equal to the difference between the outstanding principal balance of the revolving line of\ncredit and the borrowing base. The note requires monthly payments of interest. Interest accrues on the outstanding principal at a rate\nequal to the greater of a floor rate of 5.25% per annum and the Prime Rate as set out in the Wall Street Journal (WSJ) plus 1%; a collateral\nmanagement fee of 0.6% per month; and, 0.25% per annum on the unused portion of the line. The WSJ Prime Rate was 6.75% as of December\n31, 2025. Interest on the overline is calculated at the default rate, which adds 3% to the rate applied to the outstanding principal.\n\n \n\nThe\noutstanding principal amount on short-term borrowings is $2,880,018 and $3,343,710 as of December 31, 2025 and 2024, respectively. The\nCompany incurred interest expense related to the short-term borrowings in the amount of $639,024, $602,638 and $350,890 for the years\nended December 31, 2025, 2024 and 2023, respectively.\n\n \n\n**Term\nNote**\n\n \n\nOn\nMarch 11, 2024, the Company entered into a Term Note Purchase Agreement with Freight Opportunities LLC to secure a term loan of $750,000.\nThis loan is for a duration of one year and accrues interest at a rate of 8% per annum, which is reset daily.\n\n \n\nOn\nJune 4, 2024, the Company executed another Term Note Purchase Agreement with Freight Opportunities LLC, resulting in an additional term\nloan of $125,000. This loan also has a one-year term and accrues interest at the same rate of 8% per annum, which is reset daily.\n\n \n\nThe\nCompany has the option to prepay the term loans, in whole or in part, without incurring any penalties.\n\n \n\nOn\nSeptember 3, 2024, the Company entered into a Cancellation Agreement with Freight Opportunities, LLC to cancel the principal and interest\noutstanding under the Term Note Purchase Agreement of $905,861. This was reported as a gain from extinguishment of debt in the consolidated\nstatements of operations for the year ended December 31, 2024.\n\n \n\nF-24\n\n \n\n \n\nNOTE\n12 – CONVERTIBLE DEBT\n\n \n\n**2023\nConvertible Note**\n\n \n\nOn\nJanuary 3, 2023, the Company and Freight Opportunities LLC (the “Noteholder”) entered into a Securities Purchase Agreement\npursuant to which the Company issued to the Noteholder a convertible promissory note in the principal amount of up to $6,593,407 (the\n“2023 Convertible Note”). The 2023 Convertible Note carries an original issue discount of nine percent (9%), or in the aggregate,\nup to $593,407 (the “OID”). The 2023 Convertible Note has a maturity date of January 3, 2029.\n\n \n\nOn\nSeptember 3, 2024, the Company entered into a Cancellation Agreement with Freight Opportunities, LLC to cancel the fair value of $219,840\nand interest outstanding of $482,103 under the 2023 Convertible Note. This was accounted for as a gain on extinguishment of debt on the\nconsolidated statement of operations for the year ended December 31, 2024.\n\n \n\nPrior\nto the extinguishment of the debt, the Company elected to apply the fair value option to the outstanding 2023 Convertible Note and the\nchange in fair value was recognized in the consolidated statements of operations and comprehensive loss. For the years ended December\n31, 2024 and 2023, the Company recognized a change in fair value of the convertible notes of $22,602 and $345,396, respectively, in the\naccompanying statements of operations and comprehensive loss.\n\n \n\nThe\nCompany recorded interest expense on the 2023 Convertible Note in the amounts of $32,956 and $449,147 for the years ended December 31,\n2024 and 2023.\n\n \n\n**April\n2025 Convertible Notes**\n\n \n\nOn\nApril 29, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors wherein the Company agreed\nto sell and the buyers agreed to purchase senior $1,000,000 of convertible notes (the “April 2025 Convertible Notes”) and\nwarrants to purchase additional notes of up to $19,000,000 for a total purchase price up to $20,000,000. The Company will use the net\nproceeds from the Offering to purchase TRUMP coins. On May 12, 2025, the buyers exercised $1,000,000 of warrants to purchase additional\nApril 2025 Convertible Notes. On May 27, 2025, the buyers exercised their right to convert $1.5 million of the April 2025 Convertible\nNotes into Series A4 preferred shares. As of December 31, 2025, $500,000 of the April 2025 Convertible Notes remained outstanding. For\nthe year ended December 31, 2025, the Company recorded interest expense of $39,833 related to the April 2025 Convertible Notes outstanding.\n\n \n\n**November\n2025 Convertible Notes**\n\n \n\nOn\nNovember 19, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors (each, a “Buyer”\nand collectively, the “Buyers”), pursuant to which the Company agreed to sell to the Buyers senior convertible promissory\nnotes in the aggregate original principal amount of $1,000,000 (the “November 2025 Convertible Notes”) for an aggregate stated\npurchase price of $900,000, representing a $100,000 original issue discount. At closing, $20,000 of the stated purchase price was paid\ndirectly to the counterparty’s legal counsel, resulting in net cash proceeds to the Company of $880,000.\n\n \n\nOn\nNovember 20, 2025, the Company issued and sold to the Buyers the November 2025 Convertible Notes pursuant to the Securities Purchase\nAgreement. The Company received aggregate cash proceeds of $880,000. The $120,000 difference between the $1,000,000 aggregate principal\namount and the cash received comprises a $100,000 original issue discount and $20,000 of debt issuance costs representing legal fees\npaid directly to the counterparty’s counsel at closing, both of which are treated as a discount on the host debt instrument.\n\n  \n\nThe\nNovember 2025 Convertible Notes contain a variable-rate conversion feature with a floor conversion price of $0.70 per share. This feature\nis required to be bifurcated and accounted for separately as a derivative liability under ASC 815, *Derivatives and Hedging*. At\nissuance, the fair value of the bifurcated conversion feature was determined to be $880,000, equal to the aggregate cash proceeds received.\nThis amount was recognized as a derivative liability, with a corresponding reduction in the carrying value of the host debt instrument.\nAs a result, the host debt was recorded at a carrying value of zero at inception, with total unamortized debt discount of $1,000,000,\ncomprising the $100,000 original issue discount, the $20,000 of debt issuance costs, and the $880,000 allocated to the bifurcated derivative.\nThe debt discount is being amortized to interest expense over the two-year term of the notes.\n\n \n\nF-25\n\n \n\n \n\nAs\nof December 31, 2025, the carrying value of the November 2025 Convertible Notes was $56,164, representing the $1,000,000 aggregate principal\namount less $943,836 of unamortized debt discount. The bifurcated conversion feature is remeasured at fair value at each reporting date\nand reported as a component of derivative liability on the consolidated balance sheet; its fair value as of December 31, 2025 was $405,931\n(see Note 13 — Fair Value Measurement). For the year ended December 31, 2025, the Company recorded total interest expense of $67,553\nrelated to the November 2025 Convertible Notes, comprising $11,389 of coupon interest accrued on the outstanding principal at 10% per\nannum and $56,164 of debt discount amortization.\n\n \n\nThe\nNovember 2025 Convertible Notes are senior to all outstanding and future unsecured indebtedness of the Company and its subsidiaries,\nother than Permitted Indebtedness secured by Permitted Liens and are junior to April 2025 Convertible Notes issued pursuant to that certain\nnote purchase agreement dated as of April 29, 2025 by and between the Company and the investor party thereto. The November 2025 Convertible\nNotes accrue interest at an annual rate equal to ten percent (10%) per annum on the basis of a 360-day year and twelve 30-day months\nand are payable in arrears on the first calendar day of each calendar month (the “Interest Date”) with the first Interest\nDate being January 15, 2026. Interest on any outstanding Principal at the applicable Interest Rate is payable on each Interest Date,\nto the holder of the November 2025 Convertible Notes on the applicable Interest Date, in Ordinary Shares (“Interest Shares”)\nso long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the\nholder of the November 2025 Convertible Notes, pay such interest in cash or in a combination of cash and Interest Shares. The November\n2025 Convertible Notes mature on November 20, 2027, subject to extension in certain circumstances specified in the November 2025 Convertible\nNotes.\n\n \n\nThe\nholders of the November 2025 Convertible Notes may convert outstanding principal, accrued interest and certain other amounts into Ordinary\nShares (“Conversion Shares”). The November 2025 Convertible Notes are convertible at an initial conversion price of $4.50,\nwhich conversion price is subject to customary adjustments for share splits, dividends, combinations or other such similar corporate\nevents, subject to a floor price of $0.70. A Note holder will not have the right to convert any portion of a November 2025 Convertible\nNote, to the extent that, after giving effect to such conversion, the holder (together with certain of its affiliates and other related\nparties) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such\nconversion (the “Beneficial Ownership Limitation”). However, a November 2025 Convertible Note holder, upon notice to the\nCompany, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event\nexceeds 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. Any increase in the Beneficial\nOwnership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.\n\n \n\nThe\nholders of the November 2025 Convertible Notes also have customary piggy back registration rights with respect to the resale of the Conversion\nShares, subject to certain exceptions.\n\n \n\nThe\nNovember 2025 Convertible Notes include customary covenants and events of default, remedies including redemption rights following certain\ntriggering events, rights upon subsequent placements, anti-dilution protections for variable price security issuances and mechanics for\nfundamental transactions.\n\n \n\nNOTE\n13 – FAIR VALUE MEASUREMENT\n\n \n\nAssets\nand liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated\nwith the inputs used to measure their respective fair values.\n\n \n\nAssets\nand liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the\nfair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its\nentirety requires management to make judgments and considers factors specific to the asset or liability. The following tables set forth\nthe Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes\nduring the years ended December 31, 2025, 2024 and 2023.\n\n \n\n**2023\nConvertible Note**\n\n \n\nThe\nfollowing is a roll forward of balances for the 2023 Convertible Note for the year ended December 31, 2024:\n\n \n\nSCHEDULE\nOF ROLL FORWARD FOR CONVERTIBLE NOTE\n\n  \nLevel 3 \n\nIssuance consideration \n$7,675,000 \n\nAllocation of consideration to warrants \n (1,214,594)\n\nConversions to Ordinary shares at fair value \n (755,470)\n\nConversions to Preferred shares at fair value \n (5,117,098)\n\nChanges in fair value \n (345,396)\n\nFair value at December 31, 2023 \n$242,442 \n\nChanges in fair value \n (22,602)\n\nCancellation of convertible note \n (219,840)\n\nFair value at December 31, 2024 \n$- \n\n \n\nF-26\n\n \n\n \n\nThe\nconvertible note fair value was measured using a binomial lattice model utilizing observable inputs (e.g. the Company’s stock price)\nand unobservable inputs (e.g. the expected volatility and instrument specific borrowing rate) that cause the valuation measurements to\nbe classified as Level 3. The following assumptions were within the model:\n\n SCHEDULE OF FAIR VALUE ON VALUATION TECHNIQUE\n\nRisk-free interest rate \n3.84%-4.38%\n\nRemaining contractual term (years) \n5-4.5 \n\nExpected volatility \n65%-63%\n\nAnnual dividend yield \n 0.00%\n\nFair value of common stock (per share) \n $85-$8.5 \n\nBorrowing rate \n 14.5%\n\n \n\n**Pre-Funded\nWarrant Issued to Fetch Compute**\n\n \n\nThe\npre-funded warrant issued to Fetch (as part of the pre-paid services agreement entered into on November 19, 2025) for the option to purchase\n182,349 Ordinary Shares, was measured using a Black-Scholes option-pricing model. The following assumptions were within the model:\n\nSCHEDULE\nOF BLACK-SCHOLES OPTION-PRICING MODEL.\n\nStock price on November 19, 2025 (pre 1-to-5 reverse split effective December 15, 2025) \n$0.90 \n\nExercise price \n$0.01 \n\nImplied annual volatility of FRGT ordinary shares \n 147%\n\nRisk free interest rate of return \n 4.25%\n\nTime to maturity \n 3 Years \n\nConversion ratio \n 1-to-1 \n\nDividend yield \n 0.0%\n\n \n\n**November\n2025 Convertible Notes — Bifurcated Conversion Feature**\n\n** **\n\nThe\nvariable-rate conversion feature embedded in the November 2025 Convertible Notes was bifurcated from the host debt instrument at issuance\nand classified as a derivative liability in accordance with ASC 815-15, Derivatives and Hedging — Embedded Derivatives. The fair\nvalue of the bifurcated conversion feature was measured at issuance on November 20, 2025 and remeasured at December 31, 2025. The fair\nvalue measurement is classified as Level 3 within the ASC 820 fair value hierarchy, as the significant inputs are unobservable and reflect\nmanagement’s assumptions about what market participants would use in pricing the instrument.\n\n \n\nThe\nfair value was determined using a 500-step Cox-Ross-Rubinstein (“CRR”) binomial lattice model, with American-style exercise,\nas described in Cox, Ross, and Rubinstein, Journal of Financial Economics, 7(3), 229–263 (1979). The model computes derivative\nvalue through backward induction across 500 discrete time steps, applying risk-neutral pricing at each node. At each node, the value\nis the greater of the intrinsic conversion value and the discounted expected value of holding the instrument. The effective conversion\nprice at each node is determined as the minimum of the fixed conversion price and the greater of the floor price and the market-based\nconversion price (95% of the prevailing stock price), consistent with the variable-rate conversion mechanics of the instrument. All conversion terms are presented on a reverse-split-adjusted basis to reflect the December 2025 Reverse Split.\n\n \n\nThe\nfair value at inception exceeded the net cash proceeds of $880,000 available for allocation to the derivative. Accordingly, the derivative\nwas recorded at its full inception fair value of $918,069, with the $880,000 attributable to the derivative recorded as a debt discount\non the host instrument and the excess of $38,069 recognized as a day-one loss on derivative issuance, recorded in other expense in the\nconsolidated statement of operations for the year ended December 31, 2025.\n\n \n\nThe\nfollowing table presents the rollforward of the Level 3 derivative liability for the year ended December 31, 2025:\n\n \n\nSCHEDULE\nOF DERIVATIVE LIABILITY\n\n  \nLevel 3 \n\nFair value at inception – November 20, 2025 \n$918,069 \n\nChange in fair value \n (512,138)\n\nFair value at December 31, 2025 \n$405,931 \n\n \n\nF-27\n\n \n\n \n\nThe\nchange in fair value of $(512,138) represents a gain recognized in the consolidated statement of operations for the year ended December\n31, 2025 within change in the fair value of derivative liability, reflecting the significant decline in the Company’s stock price\nfrom $4.25 (split-adjusted) at issuance to $1.68 at December 31, 2025.\n\n \n\nThe\nfollowing significant assumptions were used in the binomial lattice model at the two measurement dates:\n\n \n\nSCHEDULE\nOF BINOMIAL LATTICE MODEL AT THE TWO MEASUREMENTS\n\n  \nNovember 20, 2025  \nDecember 31, 2025 \n\nStock price (split-adjusted / actual post-split) \n$4.25  \n$1.68 \n\nFixed conversion price (RS-adjusted) \n$4.50  \n$4.50 \n\nFloor conversion price (RS-adjusted) \n$0.70  \n$0.70 \n\nMarket price discount \n 95% \n 95%\n\nConversion premium \n 120% \n 120%\n\nExpected volatility \n 120% \n 120%\n\nRisk-free interest rate \n 4.50% \n 4.50%\n\nExpected term (years) \n 2  \n 1.89 \n\nExpected dividend yield \n 0% \n 0%\n\nBinomial lattice steps \n 500  \n 500 \n\n \n\nExpected\nvolatility of 120% was selected based on an analysis of FRGT’s own realized volatility over multiple measurement windows as of\nthe issuance date, including a 30-day realized volatility of approximately 142%, a 90-day realized volatility of approximately 102%,\nand a full-history realized volatility of approximately 155%. The selected rate of 120% is directionally conservative relative to the\nshorter-term and full-history measures, is consistent with the peer company range of approximately 70% to 180%, and is consistent with\nthe volatility assumption applied in the Company’s independent third-party valuation of the Series C Preferred Shares issued in\nconnection with the JAK Solar acquisition, also measured at December 31, 2025. The risk-free rate of 4.5% represents the yield on the\ntwo-year U.S. Treasury note as of November 20, 2025, consistent with the two-year contractual term of the instrument. The same assumptions\nwere used at the December 31, 2025 remeasurement date, with the exception of the stock price, which reflects the actual post-split closing\nprice, and the expected term, which reflects the remaining contractual life of 1.89 years.\n\n \n\n**Series\nC Preferred Shares**\n\n \n\nThe\nSeries C Preferred Shares issued to DIP SPV I, L.P. as consideration for the acquisition of JAK Solar Loans 1 Limited were measured at\nfair value as of the acquisition date, December 31, 2025 using a lattice-based option pricing model prepared by an independent third-party\nvaluation specialist. The fair value measurement is classified as Level 3 within the ASC 820 fair value hierarchy, as the significant\ninputs are unobservable and reflect the Company’s own assumptions about what market participants would use in pricing the instrument.\nThe lattice model incorporated a Discount for Lack of Marketability (“DLOM”) calculated as the average of two methods: (i)\na Protective Put model, which estimates the cost of a hypothetical at-the-money put option over the expected holding period; and (ii)\na Finnerty Average-Strike Put model, which estimates the discount based on the volatility of the underlying shares and the expected holding\nperiod. Because no single expected term was determinable for the Series C Preferred Shares — which carry no stated maturity or\nmandatory conversion date — the model was evaluated across three expected conversion term horizons of one, two, and three years,\nwith a primary weighting on a two-year expected term.\n\n \n\nThe\nfollowing significant assumptions were used in the lattice model as of the acquisition date, December 31, 2025:\n\n \n\nSchedule\nof lattice model as of the acquisition\n\n  \n   \n\nFRGT stock price (closing price, December 31, 2025) \n$1.68 \n\nStated value per Series C Preferred Share \n$1.00 \n\nFixed price / Initial conversion price \n$2.0160 \n\nFloor price for conversion \n$0.3360 \n\nExpected volatility (1-year / 2-year / 3-year) \n 148.9% / 127.3% / 135.9%\n\nRisk-free interest rate (1-year / 2-year / 3-year) \n 3.42% / 3.41% / 3.49%\n\nExpected term (primary) \n 2 years \n\nExpected dividend yield \n 0%\n\nAverage VWAP discount \n 6.03%\n\nDiscount for Lack of Marketability (DLOM) \n 30.83%\n\nFair value per Series C Preferred Share \n$1.0413 \n\nNumber of Series C Preferred Shares issued \n 5,500,000 \n\nTotal fair value of Series C Preferred Shares \n$5,727,021 \n\n \n\nThe\nresulting fair value of $5,727,021 exceeds the aggregate stated value of the Series C Preferred Shares of $5,500,000 by $227,021. This\npremium over stated value reflects the value of the embedded conversion feature and other economic rights of the instrument, partially\noffset by the illiquidity discount captured in the DLOM. The fair value of the Series C Preferred Shares is sensitive to changes in the\nassumed expected volatility, expected term, and DLOM. An increase in expected volatility or expected term would generally increase the\nestimated fair value, while an increase in the DLOM would generally decrease the estimated fair value, and vice versa in each case.\n\n \n\nF-28\n\n \n\n \n\nNOTE\n14 – INCOME TAXES\n\n \n\nThe\ncomponents of the provision (benefit) for income taxes for the years ended December 31, 2025, 2024 and 2023 are as follows:\n\nSCHEDULE\nOF COMPONENTS OF INCOME TAX EXPENSE \n\n  \nDecember 31, 2025  \nDecember 31, 2024  \nDecember 31, 2023 \n\nCurrent: \n    \n    \n   \n\nFederal \n -  \n -  \n - \n\nState \n 4,177  \n 3,305  \n 16,625 \n\nForeign \n 48,200  \n 64,181  \n 88,323 \n\nTotal Current \n 52,377  \n 67,486  \n 104,948 \n\n  \n    \n    \n   \n\nDeferred: \n    \n    \n   \n\nFederal \n -  \n -  \n - \n\nState \n -  \n -  \n - \n\nTotal Deferred \n -  \n -  \n - \n\n  \n    \n    \n   \n\nIncome tax expense \n 52,377  \n 67,486  \n 104,948 \n\n \n\nThe\nCompany’s provision for income taxes for the years ended December 31, 2025, 2024 and 2023 is based on the annual effective tax\nrate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for and years ended\nDecember 31, 2025, 2024 and 2023:\n\nSCHEDULE\nOF PROVISION AND EFFECTIVE TAX RATES \n\n  \nDecember 31, 2025  \nDecember 31, 2024  \nDecember 31, 2023 \n\nLoss before income tax provision \n$(7,849,400) \n$(5,533,741) \n$(9,222,658)\n\nIncome tax provision \n 52,377  \n 67,486  \n 104,948 \n\nEffective tax rate \n -0.65% \n -1.22% \n -1.14%\n\n \n\nFor\nthe years ended December 31, 2025, 2024 and 2023 the difference between the Company’s effective tax rate and the federal statutory\ntax rate of 21% relates to permanent differences, state and local income taxes, a net increase in the valuation allowances, and other\ndiscrete items.\n\n \n\nThe\nfollowing is a reconciliation of the income tax at the federal statutory rate to the Company’s provision (benefit) for income taxes\nfor the years ended December 31, 2025, 2024 and 2023:\n\n**SCHEDULE\nOF RECONCILIATION EFFECTIVE AND STATUTORY TAX RATE **\n\n  \nDecember 31, 2025  \nDecember 31, 2024  \nDecember 31, 2023 \n\nIncome tax expense at federal statutory rate \n$(1,705,257) \n 21.0% \n$(1,130,444) \n 20.43% \n (1,936,758) \n 21.0%\n\nState and local income taxes net of federal tax benefit \n (28,024) \n 0.35% \n (37,147) \n 0.67% \n (24,108) \n 0.2%\n\nReturn to provision adjustments \n (123,543) \n 1.52% \n (520,517) \n 9.41% \n (205,230) \n 2.2%\n\nChange in valuation allowance \n 1,113,438  \n -13.71% \n 1,640,303  \n -29.64% \n 1,952,580  \n -21.2%\n\nPermanent differences \n 219,431  \n -2.70% \n (436,505) \n 7.89% \n (227,266) \n 2.64%\n\nEarnings of foreign subsidiary \n 493,487  \n -6.08% \n 511,792  \n -9.25% \n 457,407  \n -4.9%\n\nForeign taxes \n 48,200  \n -0.59% \n 64,181  \n -1.16% \n 88,323  \n -0.9%\n\nOther – net \n 34,645  \n -0.43% \n (24,177) \n 0.44% \n -  \n - \n\nIncome tax expense (benefit) \n$52,377  \n -0.65% \n$67,486  \n -1.22% \n$104,948  \n -1.14%\n\n \n\nF-29\n\n \n\n \n\nAt\nDecember 31, 2025, 2024 and 2023, the Company had federal net operating losses (“NOLs”) in the amount of $45,611,010, $40,616,589\nand $33,069,147 respectively, which are offset by a valuation allowance. These NOLs expire from 2035 to 2042 or have indefinite lives\nas follows. Under the Tax Cuts & Jobs Act of 2017 (“TCJA”) and the Coronavirus Aid, Relief, and Economic Security Act\nof 2020 (“CARES Act”), net operating loss deductions are limited to 80% of taxable income for tax years after December 31,\n2020.\n\n \n\n12/31/2035 \n$35,945 \n\n12/31/2036 \n 836,622 \n\n12/31/2037 \n 1,922,017 \n\nIndefinite \n 42,816,426 \n\nTotal Federal Net Operating Loss Carryforward \n$45,611,010 \n\n \n\nThe\ntax effects of temporary differences and related deferred tax assets and liabilities are as follows:\n\nSCHEDULE\nOF DEFERRED TAX ASSET \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nAccrued expenses \n$-  \n$- \n\nFixed and intangible assets \n 266,963  \n 194,581 \n\nAllowance for doubtful accounts \n 0 \n 38,013 \n\nStock Options \n 111,424  \n 111,125 \n\nWarrant amortization \n 208,576  \n 208,015 \n\nNet operating loss – Federal \n 9,793,015  \n 8,529,484 \n\nNet operating loss – States \n 295,685  \n 266,028 \n\nDeferred tax asset, gross \n 10,460,663  \n 9,347,246 \n\nLess: Valuation allowance \n (10,460,663) \n (9,347,246)\n\nNet deferred tax asset \n$-  \n$- \n\n \n\nThe\nCompany has a valuation allowance of $10,460,663 and $9,347,246 as of December 31, 2025 and 2024, respectively. The valuation allowance\nincreased by $1,113,417. In making this determination, the Company is required to give significant weight to evidence that can be objectively\nverified. It is generally difficult to conclude that a valuation allowance is not needed when there is significant negative evidence,\nsuch as cumulative losses in recent years. Forecasts of future taxable income are considered to be less objective than past results.\n\n \n\nIncome\ntax expense is recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future\ntax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes,\nusing current tax rates. A valuation allowance is recognized if it is anticipated that some or all of a deferred tax asset will not be\nrealized. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the\nextent that the Company believes that recovery is not likely, it must establish a valuation allowance. Significant management judgment\nis required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against\nnet deferred tax assets.\n\n \n\nThe\nCompany is subject to taxation in the United States and Mexico. Earnings from non-U.S. activities are subject to local country income\ntax. None of the Company’s federal, state, or local income tax returns are currently under examination by the United States or\nrespective authorities. The Company’s 2022 to 2024 tax years remain subject to potential examination by the United States and various\nstate and local jurisdictions.\n\n \n\nNOTE\n15 – LEASES\n\n \n\nIn\nNovember 2022, Fr8App entered into a lease agreement for 31 workstations in Monterrey, Mexico for a 12 month-term, and amended the lease\nfor additional adjacent office space in August 2023. In November 2023 and 2024 the Company renewed the lease agreement for additional\n12-month terms, respectively. In October 2025, the Company entered into a new one-year lease agreement for a different office space in\nMonterrey, Mexico with 14 workstations, 2 private offices, 2 meeting rooms and a break area. The agreement expires on November 1, 2026,\nand has the option to renew for one-year terms.\n\n \n\nThe\nCompany entered into a lease agreement for office space in Mexico City to accommodate three to five employees on February 1, 2024. That\nlease was renewed on February 1, 2025. In October 2020, the Company entered into a work-suites arrangement for a workspace in an office\nlocated in The Woodlands, Texas, on a month-to-month basis, which continues in effect.\n\n \n\nTotal\nrent expense for the years ended December 31, 2025, 2024 and 2023 was approximately $132,581, $141,315 and $101,000, respectively.\n\n \n\nF-30\n\n \n\n \n\nNOTE\n16 – SEGMENT INFORMATION\n\n \n\nGeographic\nlong-lived asset information presented below is based on the physical location of the assets, and in the case of our cryptocurrencies,\nthe location of the legal entity in which they are held, at the end of the year. Long-lived assets including intangible assets, which\nincludes cryptocurrencies, capitalized software, property and equipment and security deposits, by geographic region, are as follows at:\n\nSCHEDULE\nOF SEGMENT LONG-LIVED ASSETS** **\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nUnited States \n$94,297  \n$94,761 \n\nMexico \n 444,432  \n 505,950 \n\nTotal long-lived assets \n$538,729  \n$600,711 \n\n \n\nThe\nfollowing table summarizes the Company’s total revenue by geographic area based on the billing address of the customers:\n\nSCHEDULE\nOF REVENUE BY GEOGRAPHIC AREA OF CUSTOMERS \n\n  \n2025  \n2024  \n2023 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024  \n2023 \n\nUnited States \n$4,425,401  \n$4,866,589  \n$9,870,950 \n\nMexico \n 8,637,133  \n 8,862,333  \n 7,189,803 \n\nTotal revenue \n$13,062,534  \n$13,728,922  \n$17,060,753 \n\n  \n\nNOTE\n17 – WARRANTS\n\n \n\nThe\nwarrants issued by the Company are classified as a component of permanent stockholders’ equity within additional paid-in-capital\nbecause they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments,\nare immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed\nnumber of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In\naddition, such warrants do not provide any guarantee of value or return.\n\n \n\nThe\nfair value of the warrants upon issuance was estimated using the Black-Scholes option pricing model using the following weighted-average\nassumptions:\n\n \n\nThe\ntable below summarizes the Company’s warrant activities:\n\n \n\nSUMMARY OF WARRANT ACTIVITY\n\n  \nNumber of Ordinary Shares Warrants (*)  \nNumber of Series A, B, C, D Warrants (*)  \nNumber of Series Seed Shares Warrants  \nExercise Price Range Per Share  \nWeighted Average Exercise Price \n\nBalance at December 31, 2023 \n 1,456  \n 27  \n 4,165  \n$360 to $433,567   \n$1,029.40 \n\nExercised \n (86,604) \n -  \n -  \n$90 to $7,500  \n$393.80 \n\nAdjustment due to triggering events \n 922,171  \n -  \n -  \n$90.00  \n$90.00 \n\nBalance at December 31, 2024 \n 837,023  \n 27  \n 4,165  \n$90 to $433,567  \n$93.80 \n\n(Exercised) \n (1,592,742) \n -  \n -  \n$1.50 to $90  \n$19.69 \n\nIssued \n 182,349  \n -  \n -  \n$0.05  \n$0.05 \n\nAdjustments due to triggering events \n 27,995,716  \n -  \n -  \n$10.87  \n$10.87 \n\nBalance at December 31, 2025 \n 27,422,346  \n 27  \n 4,165  \n$0.05 to $2,000  \n$10.81 \n\n \n\n(*)\nOrdinary and preferred shares warrants are adjusted for the Reverse Splits.\n\n \n\nF-31\n\n \n\n \n\nThe\nSeries A, B, C, and D Warrants conversion prices are 0.779, 0.816, 0.888, 0.826, respectively.\n\n \n\nThe\nOrdinary shares warrants carry a cashless exercise feature in which if the resale by the holder of the warrant shares issuable upon exercise\nof the warrants is not available to be issued to the warrant holder without legend or other restrictions, the warrant holder can elect\nto receive upon such exercise the higher of (i) 0.85 Ordinary shares per warrant share in such exercise and (ii) the “Net Number”\nof Ordinary shares (as defined in the warrant agreement). The exercise price and number of Ordinary Warrant Shares issuable upon exercise\nare subject to adjustment from time to time, for share dividends and splits, upon issuance of Ordinary shares, options, convertible securities\nand changes in option price or rate of conversion.\n\n \n\nDuring\nthe year ended December 31, 2025 1,070,742 and 522,000 Ordinary Share Warrants were exercised for 910,131 and 522,000 Ordinary Shares\nbased on a conversion ratio of 0.85 and 1, respectively.\n\n \n\nDuring\nthe year ended December 31, 2024, 86,604 Ordinary Share Warrants were exercised for 73,613 Ordinary Shares based on a conversion ratio\nof 0.85. The ordinary shares and warrants in these conversions have been adjusted for the Reverse Splits.\n\n \n\n**Service\nAgreement**\n\n \n\nOn\nNovember 19, 2025, the Company entered into a three-year, pre-paid services agreement (the “Service Agreement”) with Fetch,\nunder which Fetch will provide ASI1 Platform and Fetch Developer Tools, which the Company can use to develop its own products and services,\nand a credit of up to $1,500,000 in defrayal of the network, usage (or gas), or access fees the Company would have incurred by the usage\nof the Fetch platform. In exchange, the Company provided a non-refundable equity award of 117,651 Ordinary Shares and a pre-funded warrant\nto purchase 182,349 Ordinary Shares.\n\n \n\nNOTE\n18 - DEFINED CONTRIBUTION PLAN\n\n \n\nThe\nCompany has a defined contribution plan covering eligible employees with at least two months of service. The Company fully matches employee\ncontributions up to 3% of total compensation, plus 50% of contributions that exceed that amount up to 5% of total compensation. Total\nexpenses for the years ended December 31, 2025, 2024 and 2023, was $17,438, $10,589 and $31,187, respectively.\n\n \n\nNOTE\n19 – STOCKHOLDERS’ EQUITY\n\n \n\nOn\nthe date of the Merger, the Company adopted Hudson’s Memorandum and Articles of Association (“MAA”). On March 23, 2023,\nthe MAA was amended by the Company, and further amended on June 30, 2023, February 2, 2024, June 12, 2024, January 24, 2025, January\n31, 2025, June 27, 2025 and December 18 and 30, 2025.\n\n \n\nThe\nCompany is authorized under the MAA as amended, to issue an unlimited number of shares divided as follows:\n\n \n\nSCHEDULE\nOF PREFERRED AND COMMON STOCK AUTHORIZED\n\n  \nNumber of Shares  \nPar Value Per Share \n\nOrdinary Shares \n Unlimited  \n$No par value \n\nSeries Seed Preferred Shares \n 25,000  \n$0.0001 \n\nSeries A1A Preferred Shares \n 10,000,000  \n$0.0001 \n\nSeries A2 Preferred Shares \n 3,000,000  \n$0.0001 \n\nSeries A4 Preferred Shares \n Unlimited  \n$0.0001 \n\nSeries B Preferred Shares \n 21,000,000  \n$0.0001 \n\nSeries C Preferred Shares \n 12,000,000  \n$0.0001 \n\nBlank Check Preferred Shares \n Unlimited  \n No par value \n\n \n\nHolders\nof Ordinary Shares are entitled to one vote for each share of Ordinary Share held at all meetings of stockholders. The holders of Preferred\nShares shall not be entitled to vote on any resolution of shareholders, except in relation to a variation of the rights of the Preferred\nShares.\n\n \n\nF-32\n\n \n\n \n\nThe\nMAA contained certain restrictions on the Company’s ability to pay dividends on its Ordinary Shares without also simultaneously\npaying dividends on the Preferred Shares. The holders Preferred Shares shall be entitled to receive\ndividends equal (on an as-if-converted-to-Ordinary Shares basis) to and in the same form as dividends actually paid on Ordinary Shares\nwhen, as and if such dividends are paid on Ordinary Shares.\n\n \n\nThe\nPreferred Shares are convertible, at the option of the holder thereof, at any time into such number of fully paid and non-assessable\nOrdinary Shares at the applicable Conversion Price as detailed in the MAA and subject to certain adjustments such as reorganization,\nrecapitalization, reclassification, consolidation, distributions payable in Ordinary Shares, subdivision or combination of Ordinary\nShares.\n\n \n\nIn\nthe event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company available\nfor distribution to its stockholders or, in the case of a Deemed Liquidation Event (as defined in the MAA) the consideration or proceeds\navailable for distribution, as the case may be, were to be distributed to the holders of Preferred Shares and the holders of Ordinary\nShares, pro rata based on the number of shares held by each shareholder, treating for this purpose all such securities as if they had\nbeen converted to Ordinary Shares pursuant to the terms of the MAA immediately prior to such liquidation, dissolution or winding up of\nthe Company.\n\n \n\nAs\nlong as any of the Preferred Shares are outstanding, the Company shall not do certain actions, including changing certain rights of Preferred\nShares without the written consent or affirmative approval of the holders of a majority of the then outstanding of each class of Preferred\nShares.\n\n \n\n**Issuances\nof Shares During the Year Ended December 31, 2025**\n\n** **\n\n**Issuance\nof Series A4 Preferred Shares**\n\n \n\nOn\nFebruary 3, 2025, the Company completed a private placement with certain investors, wherein a total of 1,540,832 Series A4 preferred\nshares of the Company, par value $0.0001 per share (the “Preferred Shares”), with each investor receiving 770,416 Preferred\nShares, for a total purchase price of approximately $3,000,000 (the “Offering”). The Offering raised net cash proceeds of\napproximately $2.9 million (after deducting the transfer agent and legal fees and expenses of the Offering). The Company used the net\ncash proceeds from the Offering for working capital and corporate purposes. Pursuant to the Amended and Restated Memorandum and Articles\nof Association filed with the Registrar of Corporate Affairs of the British Virgins Islands on January 31, 2025 (the “Amended and\nRestated M&A**”**), each Preferred Share is immediately convertible on the date of issuance, by dividing the respective\nSeries A Reference Price (as defined in the Amended and Restated M&A) of such Preferred Share by the applicable conversion price\n(the “Preferred Shares Conversion Price”) at the option of the shareholder thereof, at any time and from time to time, and\nwithout the payment of additional consideration by the shareholder thereof, into such number of fully paid and non-assessable ordinary\nshares, with no par value per share, of the Company (the “Ordinary Shares”). Pursuant to the Amended and Restated M&A,\nthe Preferred Shares Conversion Price shall be the greater of (i) the lowest daily VWAP (as defined in the Amended and Restated M&A)\nof the Ordinary Shares in the seven (7) consecutive Trading Day (as defined in the Amended and Restated M&A) period immediately preceding\nthe date of the conversion of the applicable Preferred Share and (ii) the Series A4 Conversion Price Floor (as defined in the Amended\nand Restated M&A).\n\n \n\n**Securities\nPurchase Agreement and Cancellation Agreement**\n\n \n\nOn\nMarch 31, 2025, the Company entered into a Securities Purchase Agreement, dated as of March 31 2025 with Fetch Compute, Inc. wherein\nthe Company sold and the Purchaser purchased 2,311,248 Series A4 preferred shares of the Company, par value $0.0001 per share for a total\npurchase price of approximately $5,200,000 payable in 11,300,000 FET Tokens.\n\n \n\nOn\nNovember 19, 2025, the Company entered into a transfer and cancellation agreement (“the Cancellation Agreement”) with Fetch\nCompute Inc (“Fetch”) to terminate and cancel the parties March 31, 2025 SPA. Per the Cancellation Agreement, Fetch will\nconvert 22,104 Series A4 Preferred Shares into 22,651 Ordinary Shares and will transfer all rights, titles and interests in the remaining\n2,289,144 Series A4 Preferred Shares back to the Company. In exchange, the Company will return the 11,300,000 FET tokens and make a payment\nof $880,000 to Fetch, on the terms set forth in the Cancellation Agreement.\n\n** **\n\n**April\n2025 Convertible Notes**\n\n \n\nOn\nApril 29, 2025 the Company entered into a Securities and Purchase Agreement for the issuance of the April 2025 Convertible Notes through\na facility of up to $20,000,000 with an institutional investor. Capital from the financing is exclusively earmarked for purchasing Official\nTrump Tokens ($TRUMP). On May 2, 2025, pursuant to the SPA, the Company issued two notes in the aggregate principal amount of USD $1\nmillion. On May 9, 2025, the Company issued two additional notes for an aggregate amount of $1 million, bringing the total amount of\nnotes issued under the facility to $2 million. The Company completed the purchase of $2 million of the $TRUMP coins, pursuant to the\nterms of the notes.\n\n \n\nF-33\n\n \n\n \n\nDuring\nthe year ended December 31, 2025, the buyers exercised their right to convert $1.5 million of the April 2025 Convertible Notes into 387,305\nSeries A4 preferred shares. As of December 31, 2025, $500,000 of the convertible notes remained outstanding.\n\n \n\n**Issuance\nof Series B and A4 Preferred Shares**\n\n \n\nOn\nAugust 6, 2025, the Company entered into a securities purchase agreement with an accredited investor wherein the Company issued an aggregate\nof (i) 12,540,000 series B preferred shares; and (ii) 126,005 series A4 preferred shares for a total purchase price of $500,000. The\nOffering raised net cash proceeds of approximately $485,000 after deducting the transfer agent and legal fees and expenses.\n\n \n\n**Service\nAgreement**\n\n \n\nOn\nNovember 19, 2025, the Company entered into a three-year, pre-paid services agreement (the “Service Agreement”) with Fetch,\nunder which Fetch will provide ASI1 Platform and Fetch Developer Tools, which the Company can use to develop its own products and services,\nand a credit of up to $1,500,000 in defrayal of the network, usage (or gas), or access fees the Company would have incurred by the usage\nof the Fetch platform. In exchange, the Company provided a non-refundable equity award of 95,000 Ordinary Shares and a pre-funded warrant\nto purchase 182,349 Ordinary Shares.\n\n \n\n**Acquisition\nof JAK Solar and Issuance of Series C Preferred Shares**\n\n \n\nOn\nDecember 31, 2025, the Company closed the transaction contemplated by the Share Purchase Agreement dated December 9, 2025, in which the\nCompany acquired all of the equity interests in JAK Solar Loans 1 Limited, a company limited by shares organized under the laws of the\nBritish Virgin Islands and a wholly owned subsidiary of the Seller, and issued to the Seller as consideration therefor 5,500,000 Series\nC Preferred Shares.\n\n \n\n**Exercise\nof Warrants**\n\n \n\nDuring\nthe year ended December 31, 2025, 1,592,742 Ordinary Share warrants were exercised for 1,432,131 Ordinary shares on a cashless basis.\n\n \n\n**Issuances\nof Shares During the Year Ended December 31, 2024**\n\n \n\nThe\nCompany issued a total 4,828 ordinary shares from conversion of 160,916,850 Series A4 preferred shares at a conversion ratio of 0.000030.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company entered into an At The Market (“ATM”) Offering Agreement to offer and sell\nshares of our Common Stock having an aggregate offering price of up to $2,300. Under this offering we issued and sold 26,429 shares,\nfor gross proceeds of $3,210,075 and net proceeds of $3,079,016 after deducting commissions and offering expenses of $131,059.\n\n \n\nDuring\nthe year ended December 31, 2024, 86,604 Ordinary Share warrants were exercised for 73,614 Ordinary shares on a cashless basis.\n\n \n\n**Restructuring\nof Par Value**\n\n \n\nOn\nJune 12, 2024, in connection with the offering of the Shares, the Company effected a restructuring of par value of ordinary shares (the\n“Restructuring of Par Value”) and filed an Amended and Restated Memorandum and Articles of Association with the Registrar\nof Corporate Affairs in the British Virgin Islands, to decrease the par value of the Company’s ordinary shares outstanding from\n$1.10 per share to no par value each. The Restructuring of Par Value affected all the shareholders of ordinary shares uniformly. The\nRestructuring of Par Value did not affect the number of the Company’s authorized shares.\n\n \n\nF-34\n\n \n\n \n\nThe\ndifferent classes of preferred stock issued are set forth below:\n\n \n\nSCHEDULE\nOF PREFERRED STOCK ISSUED\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nSeries Seed Preferred Shares \n 7,020  \n 7,020 \n\nSeries A1A Preferred Shares \n 715,484  \n 1,169,845 \n\nSeries A2 Preferred Shares \n 574,068  \n 634,978 \n\nSeries A4 Preferred Shares \n 2,064,757  \n 10,615 \n\nSeries B Preferred Shares \n 13,407,566  \n 1,262,074 \n\nSeries C Preferred Shares \n 5,500,000  \n - \n\nTotal \n 22,268,895  \n 3,084,532 \n\n \n\n**Reverse\nSplits**\n\n \n\nThe Company effected the February 2024 Reverse\nSplit, the September 2024 Reverse Split, the May 2025 Reverse Split and the December 2025 Reverse Split. All classes of preferred shares\nwere not subject to these reverse sharesplits prior to conversion to ordinary shares. The ordinary shares to which the preferred shares\nare convertible to, are adjusted accordingly upon conversion of the preferred shares. All ordinary shares and per ordinary share information\nin these consolidated financial statements has been retroactively adjusted to reflect these reverse share splits.\n\n \n\n**The\nEquity Purchase Facility Agreement**\n\n** **\n\nOn\nOctober 28, 2025, the Company entered into an equity purchase facility agreement (the “ELOC”), with a certain institutional\ninvestor (the “Investor”), pursuant to which the Company has the right, but not the obligation, to direct the Investor to\npurchase up to $1.0 billion in newly issued Ordinary Shares, subject to the terms and conditions contained in the ELOC (the “Advance\nShares”). The Company also entered into a registration rights agreement with respect to the resale of any Advance Shares, under\nwhich the Company will be required to file a registration statement with the SEC registering the resale of the Ordinary Shares and any\nsecurities issued or issuable to the Investor from time to time by May 29, 2026, as per a limited waiver agreement executed on March\n23, 2026. The Company must also file one or more additional registration statements for the resale of the Registrable Securities, if\nnecessary.\n\n \n\nIn\nconnection with the ELOC, the Company entered into a placement agency agreement (the “Placement Agency Agreement”), with\nR. F. Lafferty & Co., Inc. (“Lafferty”), to serve as the exclusive placement agent. The Company will pay Lafferty a cash\nfee equal to (i) two percent (2.0%) of the aggregate gross proceeds raised from placements of Ordinary Shares until the one (1) year\nanniversary of the date of the Placement Agency Agreement, and then (ii) one percent (1.0%) of the aggregate gross proceeds raised from\nplacements subsequent to the one (1) year anniversary of the date of the Placement Agency Agreement until its termination.\n\n \n\n**NOTE\n20 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Legal**\n\n \n\nThe\nCompany is subject, from time to time, to claims by third parties under various legal disputes. Defending such claims, or any adverse\noutcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and\ncash flows. As of May 6, 2026, the Company did not have any pending legal actions.\n\n \n\nNOTE\n21 - SUBSEQUENT EVENTS\n\n \n\nManagement\nhas evaluated subsequent events through May 6, 2026, the date that the consolidated financial statements were available for issuance.\n\n \n\nOn\nMarch 12, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional\ninvestor (the “Buyer”), pursuant to which the Company agreed to issue and sell 1,000,000 Series C preferred shares, par value\n$0.0001 per share (the “Series C Preferred Shares”), for an aggregate purchase price of $1.0 million in a private placement\n(the “Offering”). The Company received net proceeds of approximately $975,000 after deducting offering-related fees and expenses.\nThe Company intends to use the net proceeds for working capital and general corporate purposes.\n\n \n\nIn\nconnection with the Offering, the Company filed an Amended and Restated Memorandum and Articles of Association (the “A&R M&A”)\non March 12, 2026, which sets forth the rights, preferences and privileges of the Series C Preferred Shares. Each Series C Preferred\nShare has a stated value of $1.00 and is immediately convertible, at the option of the holder and without additional consideration, into\nordinary shares of the Company based on a variable conversion price. The conversion price is generally determined as the lower of (i)\na fixed or formula-based price tied to recent market prices of the Company’s ordinary shares and (ii) the lowest volume-weighted\naverage price of the Company’s ordinary shares during a specified period prior to conversion, in each case subject to the terms\nand conditions set forth in the A&R M&A.\n\n \n\nF-35\n\n \n\n \n\nThe\nSeries C Preferred Shares include customary rights and preferences, including provisions related to waiver by majority holders and redemption\nrights at the option of the Company, whereby the Company may redeem the Series C Preferred Shares for cash at a price based on the greater\nof the stated value or a market-based formula tied to the trading price of the Company’s ordinary shares. In addition, pursuant\nto the Securities Purchase Agreement, the investor has certain registration rights with respect to the ordinary shares issuable upon\nconversion, including piggyback registration rights, and the Company has agreed to certain covenants for the benefit of the investor,\nincluding restrictions on issuing equity securities at prices below the applicable conversion price, limitations on the issuance of additional\nconvertible indebtedness, and obligations to reserve a sufficient number of ordinary shares for issuance upon conversion of the Series\nC Preferred Shares.\n\n \n\nThe\nissuance and sale of the Series C Preferred Shares and the ordinary shares issuable upon conversion were conducted in reliance on exemptions\nfrom registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. The investor\nrepresented that it is an accredited investor and acquired the securities for investment purposes. No general solicitation was used in\nconnection with the Offering.\n\n \n\nOn\nApril 2, 2026, the Company announced that its Board of Directors is overseeing an evaluation of strategic alternatives for the Company’s\nonline brokerage operations, including a potential sale. The brokerage operations — conducted primarily through the Fr8App, Fr8Fleet,\nand Fr8Now platforms — have historically represented the substantial majority of the Company’s consolidated revenues. The\nexploration of strategic alternatives is preliminary and exploratory in nature, and there can be no assurance that this process will\nresult in any transaction. The Company does not intend to provide further updates on this process unless and until a definitive agreement\nis reached or disclosure is otherwise required. As of the date these financial statements were available to be issued, no definitive\nagreement has been reached and no transaction has been completed. The Company’s full product portfolio remains operational. This\nannouncement was made in a Report on Form 6-K filed with the Securities and Exchange Commission on April 2, 2026.\n\n \n\nF-36"}