Form SCHEDULE 13G Freight Technologies, Filed by: ATW Partners LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Freight Technologies, Inc. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
G51413154 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | G51413154 |
| 1 | Names of Reporting Persons
DIP SPV I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
184,309.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. | G51413154 |
| 1 | Names of Reporting Persons
ATW Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
184,309.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. | G51413154 |
| 1 | Names of Reporting Persons
ATW Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
184,309.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. | G51413154 |
| 1 | Names of Reporting Persons
Kerry Propper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
184,309.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. | G51413154 |
| 1 | Names of Reporting Persons
Antonio Ruiz-Gimenez | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SPAIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
184,309.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Freight Technologies, Inc. | |
| (b) | Address of issuer's principal executive offices:
2001 Timberloch Place, Suite 500
The Woodlands, Texas 77380 | |
| Item 2. | ||
| (a) | Name of person filing:
DIP SPV I, L.P.*
ATW Fund I. L.P.*
ATW Partners LLC*
Kerry Propper*
Antonio Ruiz-Gimenez* | |
| (b) | Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119 | |
| (c) | Citizenship:
DIP SPV I, L.P. - British Virgin Islands
ATW Fund I. L.P. - Delaware
ATW Partners LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
G51413154 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
DIP SPV I, L.P. - 184,309*
ATW Fund I. L.P. - 184,309*
ATW Partners LLC - 184,309*
Kerry Propper - 184,309*
Antonio Ruiz-Gimenez - 184,309*
**The Ordinary Shares (the "Shares") reported herein represents the approximate number of Shares which DIP SPV I, L.P. (the "Holding Company") can acquire within sixty (60) days through the exercise and/or conversion of Series C Preferred Stock (the "Preferred Stock") issued by Freight Technologies, Inc. (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Fund I, L.P. (the "Fund"). ATW Partners LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, Fund, and Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company. The Holding Company's Preferred Stock is subject to a blocker which prevents the Holding Company from exercising and/or converting its Preferred Stock into Shares to the extent that, upon such exercise or conversion, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker"). For the sake of clarity, as of the date of this filing, an affiliate of the Reporting Persons holds certain Shares, and such Shares have been excluded for purposes of the beneficial ownership reported herein.
As such, the percent of class reported herein is giving effect to the Blocker and is based upon the Issuers number of Shares outstanding plus the approximate total number of Shares that the Reporting Persons can acquire upon the exercise and/or conversion of its Preferred Stock subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. | |
| (b) | Percent of class:
DIP SPV I, L.P. - 9.9%
ATW Fund I. L.P. - 9.9%
ATW Partners LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
DIP SPV I, L.P. - 0
ATW Fund I. L.P. - 0
ATW Partners LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0 | ||
| (ii) Shared power to vote or to direct the vote:
DIP SPV I, L.P. - 184,309*
ATW Fund I. L.P. - 184,309*
ATW Partners LLC - 184,309*
Kerry Propper - 184,309*
Antonio Ruiz-Gimenez - 184,309* | ||
| (iii) Sole power to dispose or to direct the disposition of:
DIP SPV I, L.P. - 0
ATW Fund I. L.P. - 0
ATW Partners LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
DIP SPV I, L.P. - 184,309*
ATW Fund I. L.P. - 184,309*
ATW Partners LLC - 184,309*
Kerry Propper - 184,309*
Antonio Ruiz-Gimenez - 184,309* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit I - JOINT FILING STATEMENT |
ATTACHMENTS / EXHIBITS
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