As filed with the U.S. Securities and Exchange Commission on December 31, 2020June 22, 2021

Registration No. 333-250044

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 14 to

FormFORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HUDSON CAPITAL MERGER SUB I INC.*

(Exact name of registrant as specified in its charter)

19 West 44th Street, Suite 1001

New York, New York 10036

(970) 528-9999

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Warren Wang

Chief Executive Officer

19 West 44th Street

New York, New York 10036

(970) 528-9999

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

* Hudson Capital, Inc. (formerly known as “China Internet Nationwide Financial Services Inc.”), a BVI business company, is to be merged with and into its newly-formed Delaware wholly-owned subsidiary, Hudson Capital Merger Sub I Inc., under the BVI Business Companies Act and the Delaware General Corporation Law, and therefore be redomesticated in Delaware immediately before the issuance of the securities registered pursuant to this registration statement on Form S-4. In accordance with Rule 12g-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the shares of common stock of the registrant, Hudson Capital Merger Sub I Inc. a Delaware company (the “Registrant”) will be deemed to be registered under Section 12(b) of the Exchange Act as the successor to Hudson Capital, Inc.

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [  ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) [  ]

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) [  ]

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 

The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 31, 2020JUNE 22, 2021

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Hudson Capital, Inc.:

Hudson Capital, Inc. (formerly known as “China Internet Nationwide Financial Services Inc.”), a BVI business company, which we refer to as “Hudson,” “we,” or the “Company,” and FreightHub, Inc., a Delaware company, which we refer to as “Fr8Hub,” have entered into a merger agreement, dated as of October 10, 2020, as it may be amended from time to time, which we refer to as the “Merger Agreement,” with Hudson Capital Merger Sub I Inc., a wholly-owned subsidiary of Hudson, referred to herein as “Purchaser,” and from time to time when referring to Purchaser post-closing as “the Combined Company,” Hudson Capital Merger Sub II Inc., a wholly-owned subsidiary of Purchaser, referred to herein as “Merger Sub” and ATW Master Fund II, L.P., referred to herein as “ATW” as the representative of stockholders of Fr8Hub. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference.

The Transactions

Subject to approval of the Nasdaq Stock Market LLC (“NASDAQ”), the following transactions will result in a publicly-traded company operating under the name “Freight Technologies, Inc.” and the proposed NASDAQ ticker symbol “FRGT” that will engage in the business of operating a cloud-based transportation logistics platform focused on U.S.-Mexico cross-border shipping, and offering a digital freight matching technology that connects shippers with a broad network of reliable carriers and drivers in Mexico, Canada and the U.S.

Under the Merger Agreement, the following will occur:

The Redomestication

Upon the terms and subject to the conditions set forth in the Merger Agreement, Hudson will be merged with and into Purchaser, its wholly-owned subsidiary, in accordance with the BVI Business Companies Act (as amended), which we refer to as “BVI Act,” and the Delaware General Corporation Law, which we refer to as the “DGCL.” As a result of this merger, which we refer to as the “Redomestication Merger,” the separate existence of Hudson shall cease, and Purchaser will continue as the surviving corporation incorporated in the State of Delaware.

Following the Redomestication Merger, Purchaser (i) shall possess all of Hudson’s and Purchaser’s assets, rights, powers and property as constituted immediately prior to the Redomestication Merger; (ii) shall continue to be subject to all of Hudson’s and Purchaser’s debts, liabilities and obligations as constituted immediately prior to the Redomestication Merger, and that shall include the assumption of all of Hudson’s obligations under the Merger Agreement; (iii) shall be subject to all actions previously taken by the Board of Directors of Hudson and Purchaser prior to the Redomestication Merger; and (iv) each issued and outstanding ordinary share of Hudson shall be deemed converted into one share of fully paid and non-assessable share of common stock, $0.0001 par value per share, of Purchaser (the “Purchaser Common Stock”). Hudson’s Amended and Restated Memorandum and Articles of Association shall cease and Purchaser’s Amended and Restated Certificate of Incorporation and By-Laws, as in effect immediately prior to the Redomestication Merger, shall continue as the Purchaser’s organizational documents after the Redomestication Merger. Purchaser’s Amended and Restated Certificate of Incorporation will authorize for issuance certain shares of common stock, as well as Series Seed Preferred Stock, and Series A Preferred Stock, consisting of (i) Series A1-A Preferred Stock, (ii) Series A1-B Preferred Stock, (iii) Series A2 Preferred Stock, (iv) Series A3 Preferred Stock, and (v) Series A4 Preferred Stock. Wewhich we refer to Purchaser Series Seed Preferred Stock and Purchaser Series A Preferred Stock, collectively as the “Purchaser Preferred Stock.” Hudson’s shareholders shall have dissenters’ rights under the BVI Act. Purchaser’s name will be changed to Freight Technologies, Inc. as part of the Redomestication Merger.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, and asAs promptly as practicable following the Redomestication Merger, Merger Sub shall be merged with and into Fr8Hub in accordance with the DGCL. Upon this merger, which we refer to as the “Merger,” the separate corporate existence of Merger Sub shall cease and Fr8Hub shall continue as the surviving corporation under the DGCL and as a wholly owned subsidiary of Purchaser.

At the effective time of the Merger which we refer to as the “Effective Time”, by virtue of the Merger without any further action on the part of the parties, the following shall occur:

Fr8Hub stockholders who would be entitled to a fractional share after applying the Exchange Ratio will automatically be entitled to receive an additional fractional share of the corresponding class of Purchaser shares to round up to the next whole share.

After the closing of the Merger, which we refer to as the “Closing,” the Fr8Hub stockholders shall be entitled to receive additional shares of Purchaser Common Stock based upon the achievement of certain revenue thresholds in the amount of at least $25 million, $50 million and $100 million commencing with each of the calendar years ending on December 31, 2021, December 31, 2022 and December 31, 2023, respectively. For each such period, if the revenue threshold is achieved, the Fr8Hub stockholders shall receive (on a pro rata basis) 3.33% of the shares of Purchaser Common Stock on a fully-diluted basis as of the last day of the applicable calendar year-end (the “Contingent Merger Consideration Shares”). If, after the Closing and prior to December 31, 2023, a change of control occurs, then Purchaser shall issue on or promptly after the date of such change of control, to the stockholders an amount equal to 10% of the shares of Purchaser Common Stock on a fully diluted basis less the Contingent Merger Consideration Shares previously issued.

The Disposition

Immediately after the Redomestication Merger and prior to the Merger, Hudson will spin-off (the “Disposition”) its current financial advisory services, commercial payment advisory services, international corporate financing advisory services and intermediary bank loan advisory services, including all subsidiaries and all assets and liabilities, into a newly created entity (the “Spin-Off Entity”).

Subject to approvalEffect of the Nasdaq Stock Market LLC (“NASDAQ”), the Transactions (as defined below) will result in a publicly-traded company operating under the name “Freight Technologies, Inc.” and the proposed NASDAQ ticker symbol “FRGT” that will engage in the business of operating a cloud-based transportation logistics platform focused on U.S.-Mexico cross-border shipping, and offering a digital freight matching technology that connects shippers with a broad network of reliable carriers and drivers in Mexico, Canada and the U.S.

Bridge Financing

On October 7, 2020, Fr8Hub entered into a Note Purchase Agreement with certain existing shareholders and investors pursuant to which Fr8Hub issued Bridge Notes in the aggregate principal amount of $4,004,421 (the “Bridge Financing”). All Bridge Notes will mature on the date that is two years from the closing date of the Bridge Financing. Interest on the Bridge Notes will accrue at an annual rate of 5% over two-year term of the Bridge Notes and is payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the Bridge Notes by Fr8Hub or, (iv) in connection with any conversion of the Bridge Notes through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the Bridge Notes will automatically convert into the Series A-3 Preferred Stock and Series A3 Warrants (defined below) issued in the Pre-Merger Financing, but at a conversion price equivalent to approximately 50% of the corresponding purchase price in the Pre-Merger Financing. As the lead investor in the Bridge Financing, ATW’s affiliate, ATW Opportunities Master Fund, L.P. (“ATW Opportunities”) was granted the right of first refusal to participate in up to 50% of the aggregate principal amount to be raised by Fr8Hub in any equity or equity-linked financing (except for the Pre-Merger Financing) occurring in the five years following the initial closing of the Bridge Financing pursuant to the Note Purchase Agreement.

Pre-Merger Financing

Concurrently with or prior to the Merger, Fr8Hub shall have raised gross proceeds totaling $12,013,262, which shall include the cancellation of the Bridge Notes, and which such cash portion of the proceeds shall be used by the Combined Company for working capital purposes following the Merger (the “Pre-Merger Financing”). As currently contemplated, ATW’s affiliate, ATW Opportunities, together with certain existing stockholders of Fr8Hub shall enter into a securities purchase agreement (the “SPA”) pursuant to which Fr8Hub shall agree to sell to these investors (the “Investors”) a newly designated series of preferred stock, the Series A3 preferred stock (the “Series A3 Preferred Stock”), in a private placement. Fr8Hub shall issue ____ shares of Series A3 Preferred Stock and, has a post-closing obligation to cause the Combined Company to, issue a Series A3 Warrant (the “Series A3 Warrant”) to purchase 7,272,561 shares of the Combined Company common stock for $8,008,841 in gross proceeds. The shares of Fr8Hub common stock underlying the Series A3 Preferred Stock are referred to as the “Conversion Shares” and underlying the Series A3 Warrant are referred to as the “Warrant Shares.” Each share of Series A3 Preferred Stock is convertible into a number of shares of Fr8Hub common stock equal to the quotient determined by dividing (x) the stated value of $1,000 per share, by (y) a conversion price of $____.

Escrow Shares

The SPA will also provide for the issuance of up to 18,181,402 shares of Fr8Hub common stock into escrow upon the closing of the Pre-Merger Financing (the “Escrow Shares”) pursuant to the terms of an escrow agreement to be held by Transhare Corporation, as escrow agent, for the benefit of the Investors. In accordance with, and pursuant to the terms of the Merger Agreement, at the closing of the Merger, each Escrow Share shall be cancelled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration of the Combined Company, which shall be referred to herein as the “Escrow Exchange Shares.”

The Escrow Exchange Shares are issuable to the Investors over time in two or more tranches upon the occurrence of the following events:

Notwithstanding the foregoing, in the event that the aggregate Subsequent Escrow Exchange Shares issuable to all of the Investors is greater than the balance of the Escrow Exchange Shares following the First Escrow Share Issuance Obligation and each prior Subsequent Escrow Share Issuance Obligation, if any, then each Investor shall receive its pro rata portion of the Escrow Exchange Shares then available for issuance. Upon full issuance of the Escrow Shares, ATW (and its affiliates) and Fr8Hub stockholders will hold approximately 43.6% and 28.6% of the Combined Company, respectively.

Right of Participation

Pursuant to the terms of the SPA, the Investors have a right, commencing on the date of the SPA until five years thereafter, to participate in any subsequent financing by Fr8Hub or the Combined Company, as applicable, of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), in an amount equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

Series A3Warrants

The Series A3 Warrants are exercisable into Common Stock for a period of seven years through _____, 202_, at an exercise price equal to $____ per share, and are subject to customary adjustments for stock splits dividend, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Company undertakes a subsequent equity financing or financings at an effective price per share that is less than $_____, the exercise price of the Series A3 Warrants shall be reduced to the lower price and the number of shares issuable upon exercise of the Series A3 Warrants shall be adjusted such that the aggregate exercise price of the Series A3 Warrants following such adjustment in the exercise price is equal to the aggregate exercise prior to such adjustment. The Series A3 Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of, the shares underlying the Series A3 Warrants.

The Series A3 Warrants have a “Beneficial Ownership Limitation” equal to 4.99% of the number of shares of the Combined Company Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Series A3 Warrants. An Investor, upon notice to the Combined Company, may increase or decrease the Beneficial Ownership Limitation, as provided for in the Series A3 Warrants.

Registration Rights

It is also contemplated that Purchaser and Fr8Hub shall enter into two registration rights agreements, whereby Purchaser shall file a registration statement on Form S-1 to register for resale the Conversion Shares, along with at least 50% of the Escrow Shares and shares held by PX Global that shall be declared effective prior to the Closing Date (the “Pre-Merger Form S-1”). Purchaser and Fr8Hub have agreed to prepare and file the Pre-Merger Form S-1 no later than ten days after the completion of Fr8Hub’s financial statements for the September 30, 2020 quarterly period. The Pre-Merger Form S-1 must be declared effective by the 60th day following filing or, in the event the SEC notifies Purchaser that it will “review” the Pre-Merger Form S-1, the 90^th calendar day following the filing date) and with respect to any additional registration statements which may be required pursuant to the Registration Rights Agreement, the 60^th calendar day following the date on which an additional registration statement is required to be filed thereunder.

The second registration statement on Form S-1 shall be filed by the Combined Company to register for resale the Warrant Shares, the balance of the Escrow Shares that were not registered on the Pre-Merger Form S-1, if any, and up to 21,644,056 shares of Merger Consideration that have not been registered on the Pre-Merger Form S-1, or on the registration statement for which this prospectus/proxy statement forms a part, consisting of (i) 1,150,755 shares of Combined Company Common Stock underlying the A2 Warrant, (ii) 1,252,134 shares of Combined Company Common Stock underlying the A2 Preferred Stock, (iii) 6,085,696 shares of Combined Company Common Stock underlying the A1-A Preferred Stock, (iv) 543,682 shares of Combined Company Common Stock underlying the A1-B Preferred Stock, (v) 5,339,228 shares of Combined Company Common Stock underlying the warrants issued in the Bridge Financing, and (vi) 7,272,561 shares of Combined Company Common Stock underlying the Series A3 Warrants (the “Post-Closing Form S-1”).

The Post-Closing Form S-1 must be filed no later than the 15^th calendar day following the Closing Date and, with respect to any additional registration statements which may be required pursuant the Registration Rights Agreement, the earliest practical date on which the Combined Company is permitted by SEC guidance to file such additional registration statements related to the securities to be registered on the Post-Closing Form S-1. The Post-Closing Form S-1 must be declared effective by the 60th day following filing or, in the event the SEC notifies Purchaser that it will “review” the Post-Closing Form S-1, the 75^th calendar day following the filing date) and with respect to any additional registration statements which may be required pursuant to the Registration Rights Agreement, the 60^th calendar day following the date on which an additional registration statement is required to be filed thereunder.

Failure to timely file or have the Pre-Closing Form S-1 or the Post-Closing Form S-1, be declared effective by the dates set forth above, including, without limitation failure to keep the Pre-Closing Form S-1 or the Post-Closing Form S-1 effective or, after the dates of effectiveness, such registration statements cease for any reason to remain continuously effective as to all securities included in such registration statements, or the Investors are otherwise not permitted to utilize the prospectus therein to resell, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period, then, in addition to any other rights the Holder (as defined under the registration statement) may have under such registration statements or applicable law, on each such date and on each monthly anniversary of each such date (if not been cured by such date) until such event is cured, the Combined Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate purchase price paid by such Holder pursuant to the SPA. If the Combined Company fails to pay any partial liquidated damages pursuant to the applicable Registration Rights Agreement in full within seven days after the date payable, the Combined Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms thereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an event.

After giving effect to the Redomestication Merger the Merger and the DispositionMerger (collectively, the “Transactions”), the former Fr8Hub shareholders will hold approximately 85.7% of the outstanding shares of Purchaser Common Stock (on a non-diluted basis), and the shareholders of Hudson will retain ownership of approximately 14.3% of the outstanding shares of Purchaser Common Stock (on a non-diluted basis). All outstanding Fr8Hub stock options and warrants, if any, whether vested or unvested, that have not been exercised prior to the Effective Time will be converted into a stock option or warrant, as applicable, to purchase shares of Purchaser Common Stock or Purchaser Preferred Stock, as the case may be, proportionately adjusted based on the Applicable Per Share Merger Consideration. For a more complete description of the Common Stock Applicable Per Share Merger Consideration, see the section titled “The Merger Agreement — Applicable Per Share Merger Consideration” in this proxy statement/prospectus.

The Financings

Election2020 Bridge Financing

On October 7, 2020, Fr8Hub entered into a Note Purchase Agreement with certain existing shareholders and investors pursuant to which Fr8Hub issued bridge notes (“2020 Bridge Notes”) in the aggregate principal amount of Directors$4,004,421 (the “2020 Bridge Financing”). All 2020 Bridge Notes will mature on the date that is two years from the closing date of the 2020 Bridge Financing. Interest on the 2020 Bridge Notes will accrue at an annual rate of 5% over the two-year term of the 2020 Bridge Notes and is payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the 2020 Bridge Notes by Fr8Hub or, (iv) in connection with any conversion of the 2020 Bridge Notes through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the 2020 Bridge Notes will automatically convert into the Series A-3 Preferred Stock and Series A3-1 Warrants issued in the Pre-Merger Financing, but at a conversion price equivalent to approximately 50% of the corresponding purchase price in the Pre-Merger Financing. As the lead investor in the 2020 Bridge Financing, ATW’s affiliate, ATW Opportunities Master Fund, L.P. (“ATW Opportunities”) was granted the right of first refusal to participate in up to 50% of the aggregate principal amount to be raised by Fr8Hub in any equity or equity-linked financing (except for the Pre-Merger Financing) occurring in the five years following the initial closing of the 2020 Bridge Financing pursuant to the Note Purchase Agreement.

January Bridge Financing

On January 29, 2021, Fr8Hub entered into a Convertible Note Purchase Agreement with ATW Opportunities (the “January Bridge Note Purchase Agreement”) pursuant to which Fr8Hub issued a bridge note (the “January Bridge Note”) in the principal amount of $1,000,000 (the “January Bridge Financing”). The January Bridge Note matures on October 7, 2022. Interest on the January Bridge Note will accrue at an annual rate of 5% over the maturity period and is payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the January Bridge Note by Fr8Hub or, (iv) in connection with any conversion of the January Bridge Note through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. The January Bridge Note is convertible into Conversion Shares at the option of ATW Opportunities pursuant to one of the following: (i) an automatic PIPE financing conversion, (ii) next equity financing conversion; (iii) corporate transaction conversion; and (iv) at maturity.

Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the January Bridge Note will automatically convert into the Series A-3 Preferred Stock to be issued in the Pre-Merger Financing, at a conversion price equivalent to approximately 20% discount to the corresponding purchase price in the Pre-Merger Financing. ATW Opportunities will also receive Series A3-2 Warrants at such time.

May Bridge Financing

On May 24, 2021, Fr8Hub entered into a Convertible Note Purchase Agreement with ATW and ATW Opportunities (the “May Bridge Note Purchase Agreement”) pursuant to which Fr8Hub will issue bridge notes (the “May Bridge Notes”) in the principal amount of $1,608,842 before June 30, 2021 (the “May Bridge Financing”). The May Bridge Notes will mature on October 7, 2022. Interest on the May Bridge Notes will accrue at an annual rate of 5% over the maturity period and will be payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the May Bridge Notes by Fr8Hub or, (iv) in connection with any conversion of the May Bridge Notes through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. The May Bridge Notes will be convertible into Conversion Shares at the option of the holders pursuant to one of the following: (i) an automatic PIPE financing conversion, (ii) next equity financing conversion; (iii) corporate transaction conversion; and (iv) at maturity.

Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the May Bridge Notes will automatically convert into the Series A-3 Preferred Stock to be issued in the Pre-Merger Financing, at a conversion price equivalent to approximately 25% discount to the corresponding purchase price in the Pre-Merger Financing. ATW Opportunities will also receive Series A3-3 Warrants at such time.

Pre-Merger Financing

Upon completion

On February 9, 2021, Fr8Hub entered into a Securities Purchase Agreement (the “SPA”) with ATW Opportunities, together with certain existing stockholders of Fr8Hub (including ATW), pursuant to which Fr8Hub shall sell to the investors (the “Investors”) a newly designated series of preferred stock, the Series A3 preferred stock (the “Series A3 Preferred Stock”), in a private placement for $8,008,841 in aggregate gross proceeds, excluding principal and accrued and unpaid interest relating to 2020 Bridge Notes that convert at the closing of the Pre-Merger Financing. With respect to principal and accrued and unpaid interest relating to the January Bridge Note and the May Bridge Notes, ATW and ATW Opportunities have the option to elect for all or a portion of such converting principal and accrued and unpaid interest to reduce amounts that ATW and ATW Opportunities are otherwise committed to fund in cash in respect of Series A3 Preferred Stock at the closing of the Pre-Merger Financing. If and to the extent ATW and/or ATW Opportunities exercise this option, the $8,008,841 in aggregate gross proceeds expected to be received by Fr8Hub would be correspondingly reduced on a dollar-for-dollar basis by the amount of converted principal and accrued and unpaid interest under the January Bridge Note and/or May Bridge Notes with respect to which such option is exercised (the “Opt Out Option”). The SPA, as amended in May 2021, contemplates the conversion of the 2020 Bridge Notes, the January Bridge Note and the May Bridge Notes into Series A3 Preferred Stock, and the subsequent cancellation of the notes. Immediately prior to the closing of the Merger, under the boardSPA, Fr8Hub shall issue 11,201,095 shares of directorsSeries A3 Preferred Stock to Investors and converting holders of 2020 Bridge Notes, the January Bridge Note and May Bridge Notes. Such shares of Series A3 Preferred Stock shall initially be convertible into Fr8Hub common stock on a one-to-one basis, determined by calculating the quotient determined by dividing (x) the stated value of $3.00 per share, by (y) a conversion price of $3.00, which conversion price (the “Conversion Price”) is subject to adjustment as described elsewhere in this proxy statement/prospectus.

The 11,201,095 shares of Fr8Hub’s Series A3 Preferred Stock issued under the SPA shall, in connection with the closing of the Merger, be exchanged for 52,063,216 shares of Series A3 Preferred Stock of the Combined Company, which may be converted into a maximum of 52,063,216 shares of Combined Company common stock. However, only 14,875,204 shares of Series A3 Preferred Stock of the Combined Company will be comprisedinitially convertible into common stock of Hon Man Yun (Hudson’s current Chief Financial Officer)the Combined Company on a 1:1 basis immediately following the closing of the Merger. The remaining shares of Series A3 Preferred Stock of the Combined Company will only be convertible into Combined Company common stock in the event certain price-protection adjustments are made based upon the volume weighted average price, or “VWAP”, of the Combined Company’s common stock during specified periods following the closing of the Merger. Pursuant to the Certificate of Designation of the Combined Company’s Series A3 Preferred Stock, for purposes of determining such price protection adjustments the VWAP will not be calculated to be less than $0.8571 per share. As a result, the maximum number of shares of Combined Company common stock issuable upon adjustment, if any, would be 52,063,216 shares.

The initial upward adjustment in the number of Conversion Shares issuable upon conversion of Combined Company Series A3 Preferred Stock may be made based on the VWAP over the four trading days immediately following the date of the closing of the Merger. Thereafter, such additional upward adjustments in the number of Conversion Shares issuable upon conversion of Combined Company Series A3 Preferred Stock may be made based on the VWAP over the ten trading days immediately preceding the Trigger Date. Following the 120^th trading day immediately following the closing date of the Merger, the number of Conversion Shares issuable upon conversion of up to the 52,063,216 shares of Combined Company Series A3 Preferred Stock will no longer be subject of any further adjustment. For the purpose of calculating the number of shares of the Series A3 Preferred Stock to be issued in connection with the Pre-Merger Financing (and, accordingly, other values and amounts that relate to, or are calculated based upon, the number of shares of Series A3 Preferred Stock actually issued by Fr8Hub to Investors and converting note holders under the SPA), all such share numbers disclosed in this proxy statement/prospectus have been calculated based on the assumption that the Opt Out Option will not be exercised, and that therefore, there will be no reduction on the amounts that ATW or ATW Opportunities are committed to fund in cash under the SPA at the closing of the Pre-Merger Financing.

In addition, Hudson has a post-closing obligation to cause the Combined Company to issue four series of warrants (Series A3, Series A3-1, Series A3-2 and Series A3-3) to purchase an aggregate of 14,875,204 shares of the Combined Company common stock. The terms and conditions of each series depends upon which of the foregoing financings is the basis for the issuance of the warrant. For further details about the Pre-Merger Financing, please see “Agreements Related to the Merger—Pre-Merger Financing” in this proxy statement/prospectus.

Pursuant to the terms of the SPA, the Investors purchasing Series A3 Preferred Stock with a Stated Value of $4.0 million or greater have a right, commencing on the date of the SPA until five years thereafter, to participate in any subsequent financing by Fr8Hub or the Combined Company, as applicable, of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), in an amount equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

Registration Rights

On February 9, 2021, the Purchaser and the current membersInvestors entered into a registration rights agreement, whereby Purchaser agreed to file a registration statement on Form S-1 to register for resale the Conversion Shares and shares held by Hudson’s affiliate, PX Global, that shall be declared on the Closing Date (the “Pre-Merger Form S-1”). Purchaser and Fr8Hub have agreed to prepare and file the Pre-Merger Form S-1 as soon as practicable after the execution of the boardSPA.

A second registration statement on Form S-1 shall be filed by the Combined Company to register for resale the Warrant Shares, and up to 7,637,132 shares of directorsMerger Consideration that have not been registered on the Pre-Merger Form S-1, or on the registration statement for which this prospectus/proxy statement forms a part, consisting of Fr8Hub, Javier Selgas (Fr8Hub’s current Chief Executive Officer), Nicholas H. Adler, Juan Manuel Trujillo and Jerry L. Hutter.(i) 1,017,075 shares of Combined Company Common Stock underlying the A2 Warrant, (ii) 1,106,677 shares of Combined Company Common Stock underlying the A2 Preferred Stock, (iii) 5,032,856 shares of Combined Company Common Stock underlying the A1-A Preferred Stock, (iv) 480,524 shares of Combined Company Common Stock underlying the A1-B Preferred Stock, (v) 14,875,204 shares of Combined Company Common Stock underlying the warrants to be issued in Pre-Merger Financing (the “Post-Closing Form S-1”).

The Proposals

In connection with the proposed Transactions, Hudson will hold a meeting of shareholders which we refer to herein as the “Meeting” to vote on proposals to approve and adopt the Merger Agreement, and the Transactions contemplated therein. At the Meeting, Hudson’s shareholders will be asked to vote on:

Proposal 1: a proposal to approve and adopt the Merger Agreement (including the articles of merger and plan of merger);Agreement;

Proposal 2: a proposal to approve the Redomestication Merger;

Proposal 3: a proposal to approve and adopt the Purchaser’s amended and restated certificate of incorporation, to (i) change its name to “Freight Technologies, Inc.,” (ii) authorize 100,000,000300,150,000 shares of common stock, and 100,000,000 shares of preferred stock, and (iii) fixingfix the number of directors on the Combined Company’s board of directors to be five;four;

Proposal 4:a proposal to approve and authorize the Hudson Board of Directors and any committees it may appoint to consider, determine and effect the Disposition on terms to be determined, at its sole and absolute discretion;

Proposal 5: a proposal for the election of directors whothe following directors: Javier Selgas, Nicholas H. Adler, William Samuels, and Jerry L. Hutter, all of whom are currentlycurrent members of the board of directors of Fr8Hub;

Proposal 6: 5:a proposal to approve the issuance of more than 20% of the issued and outstanding Purchaser Common Stock pursuant to the terms of the Merger Agreement and the Pre-Merger Financing, and as required by and in accordance with NASDAQ Listing Rule 5635(a), (b) and (d);

Proposal 7: 6:a proposal to approve and adopt the Freight Technologies, Inc. 2021 Equity Incentive Plan (the “2021 Plan”); and

Proposal 8: 7:a proposal to adjourn the Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above.

The board of directors of Hudson has unanimously determined that the Merger Agreement and the Transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Hudson and its shareholders. The board of directors of Hudson has unanimously approved all the proposals described above, which we refer to as “Proposals” and recommends that the shareholders of Hudson vote “FOR” all these Proposals.

The board of directors of Fr8Hub unanimously: (a) has determined that the Merger Agreement, the Merger, in accordance with the terms of the Merger Agreement, and the other Transactions contemplated thereby are advisable, fair to, and in the best interests of Fr8Hub and its stockholders; (b) has approved and adopted the Merger Agreement and approved the Merger and the Transactions contemplated thereby; and (c) will solicit consents from its stockholders to approve and adopt the Merger Agreement.

Your vote is important. The Transactions cannot be completed unless Fr8Hub stockholders approve and adopt the Merger Agreement, and Hudson shareholders approve and adopt Proposals 1 through 7 at the Meeting. The obligations of Hudson and Fr8Hub to complete the Merger are also subject to the satisfaction or waiver of certain conditions.

Votes from the holders of a majority of shares of Hudson present and entitled to vote and voting at a meeting at which a quorum is present are required to approve and adopt the Proposals. Presently, the percentage of outstanding shares entitleof Hudson entitled to vote by directors, executive officers and theirits affiliates is 39.15%approximately 39%.

More information about Hudson, Purchaser, Merger Sub and Fr8Hub and the proposed Transactions are contained in this proxy statement/prospectus. Hudson and Fr8Hub urge you to read this proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 39.42.

Hudson’s ordinary shares are listed on NASDAQ under the symbol “HUSN” and the closing price of Hudson’s ordinary shares on November 10, 2020June 18, 2021 was $2.33$3.63 per share. Upon completion of the Redomestication Merger and as a condition to the Merger, the shares of Purchaser Common Stock will be listed on NASDAQ, subject to official notice of issuance. Fr8Hub is a privately-held company and there is no public market for its securities.

Hudson and Fr8Hub are excited about the opportunities the Merger brings to both Hudson and Fr8Hub stockholders, and thank you for your consideration and continued support.

Neither the Securities and Exchange Commission, which we refer to as the “SEC,” nor any state securities commission has approved or disapproved of the redomestication, the merger or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosures in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [●], 2021, and is first being mailed to Hudson shareholders on or about [●], 2021.

HUDSON CAPITAL, INC.
19 West 44th Street, Suite 1001

New York, New York 10036

(970) 528-9999

NOTICE OF

MEETING OF SHAREHOLDERS

To Be Held On __________,[●], 2021

Dear Stockholders of Hudson Capital, Inc.:

We are pleased to invite you to attend a meeting of shareholders (the “Meeting” of Hudson Capital, Inc., a BVI business company, which we refer to as “Hudson,” which will be held at [●], on [●], 2021 at [●] a.m., local time, for the following purposes:

The foregoing items of business are more fully described in the proxy statement/prospectus that accompanies this notice. We do not expect to transact any other business at the Meeting. The Hudson board of directors has fixed the close of business on [________][●], 2021 as the record date for the determination of shareholders entitled to notice of and to vote at this Meeting and at any adjournment or postponement thereof. Accordingly, only Hudson shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the Meeting. At the close of business on the record date, Hudson had [__________][●] ordinary shares issued and outstanding and entitled to vote.

The Hudson board of directors recommends that Hudson shareholders vote “FOR” each of the Proposals to be voted on at the Meeting. Because of their mutual dependence, if any of the Proposals, save for the Adjournment Proposal, is not approved, then the Merger will not proceed.

We cordially invite you to attend the meeting. However, to ensure your representation at the Meeting, please complete and promptly mail your proxy card in the return envelope enclosed, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card or voting instruction card. This will not prevent you from voting in person, but will help to secure a quorum and avoid added solicitation costs. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares and the vote cannot be cast unless you provide instructions to your broker. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your proxy may be revoked at any time before it is voted. Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the matters to be voted on at the meeting.

FOR THE MEETING OF HUDSON CAPITAL, INC. TO BE HELD [_________][●], 2021. THIS PROXY STATEMENT AND THE ACCOMPANYING FORM OF PROXY CARD ARE AVAILABLE FROM WARREN WANG AT 19 W 44TH STREET, SUITE 1001, NEW YORK, NEW YORK 10036. Under Securities and Exchange Commission rules, we are providing access to our proxy materials both by sending you this full set of proxy materials, and by notifying you of the availability of our proxy materials on the Internet.

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK YOU TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR TO VOTE BY TELEPHONE OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.

WHERE YOU CAN FIND MORE INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Hudson that is filed with the SEC but not included or delivered herewith. Such information can be obtained from Hudson at no charge to Hudson shareholders upon written or oral request.

The registration statement to which this proxy statement/prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Hudson with the SEC are available. The SEC maintains a website that contains the documents that Hudson files electronically with the SEC. The address of the SEC’s website is http://www.sec.gov. In addition, Hudson will provide to each person to whom a proxy statement/prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that Hudson files with the SEC. Requests should be directed to:

Hudson Capital, Inc.
19 West 44th Street, Suite 1001
New York, New York 10036
(970) 528-9999
Attention: Warren Wang, Chief Executive Officer

To obtain timely delivery of such information, you must request the information no later than five business days before the Meeting. Accordingly, if you would like to request any information, please do so no later than [________][●], 2021.2021 (five days prior to the Meeting).

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus which forms part of a registration statement on Form S-4 filed with the SEC by Purchaser (File No. 333-250044), constitutes a prospectus of Purchaser under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the shares of common stock, par value $0.0001, of Hudson Capital Merger Sub I, Inc., to be issued pursuant to the Merger Agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Meeting, at which Hudson shareholders will be asked to consider and vote on, among other matters, a proposal to approve the issuance of shares of Purchaser Common Stock pursuant to the Merger Agreement.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [_________][●], 2021. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Hudson contained in this proxy statement/prospectus or incorporated by reference has been provided by Hudson and the information concerning Fr8Hub contained in this proxy statement/prospectus has been provided by Fr8Hub.

TABLE OF CONTENTS 

QUESTIONS AND ANSWERS ABOUT THE REDOMESTICATION MERGER, THE MERGER AND OTHER PROPOSALS

The following are brief answers to some questions that you may have regarding the Redomestication Merger, the Merger, the other Transactions and the Meeting. The questions and answers in this section may not address all questions that might be important to you as a shareholder. For more detailed information, and for a description of the legal terms governing the Transactions, Hudson urges you to read carefully and in its entirety this proxy statement/prospectus, including the Annexes hereto, as well as the registration statement to which this proxy statement/prospectus relates, including the exhibits to the registration statement. For more information, please see the section titled “Where You Can Find More Information.”

The following section provides answers to frequently asked questions about the Transactions contemplated by the Merger Agreement. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q: What is the redomestication and who votes on it?

A: For the reasons set forth below in detail under the section titled “The Redomestication Merger,” beginning on page 101,103, the Hudson board of directors believes that it is in the best interests of Hudson and its shareholders to change the state of incorporation of Hudson from BVI to Delaware, which we refer to in this proxy statement/prospectus as the “redomestication.” Shareholders are urged to read carefully that section of this proxy statement/prospectus, including the related annexes attached hereto, before voting. Throughout this proxy statement/prospectus, we refer to Hudson, the existing BVI company, as “Hudson” and the term “Purchaser” refers to Hudson, but as redomesticated in Delaware.

As discussed below, the principal reasons for the redomestication are the greater flexibility of Delaware corporate law and the substantial body of case law interpreting that law. Hudson believes that its shareholders will benefit from the well-established principles of corporate governance that Delaware law affords. Also, Fr8Hub requires the redomestication as a condition to the closing of the Merger. The amended and restated certificate of incorporation and the amended and restated bylaws of Purchaser are attached hereto as Annexes B and C, respectively.

Please read the section “Proposal 2 – The Redomestication Merger Proposal – Differences in Shareholder Rights,” beginning on page 136123 and the section “Amended and Restated Certificate of Incorporation of Purchaser Proposal” beginning on page 143130 for a description of the material differences between Hudson’s memorandum and articles of association and Purchaser’s amended and restated certificate of incorporation and amended and restated bylaws.

To effect the redomestication, Hudson will merge into, and its business will be continued by,continue under the Purchaser which will be renamed “Freight Technologies, Inc.”

If the Proposals are approved, it is anticipated that the redomestication will become effective as soon as practicable following the Meeting and immediately prior to the effectiveness of the Merger. Shareholders of Hudson who vote against the Redomestication Merger Proposal and duly and validly exercise their right of dissent in accordance with the provisions of Section 179 of the BVI Act will have dissenters’ rights.

Q: How will holders of Hudson ordinary shares be impacted by the Redomestication Merger?

A: Pursuant to the Merger Agreement, each ordinary share of Hudson will be converted into one share of Purchaser Common Stock as part of the Redomestication Merger.

Q: What are the material U.S. federal income tax consequences of the Redomestication Merger to Hudson shareholders?

A: The Redomestication Merger is expected to be a non-taxable event to Hudson shareholders. However, certain provisions of the tax law relating to exchanges of stock in foreign corporations may result in holders being required to include in income at the time of the Redomestication Merger some or all of their otherwise non-taxable gain, depending in part on the status of the holder and on the cumulative earnings and profits of Hudson. For further information see the discussion below in the section titled, “Material U.S. Federal Income Tax Consequences of the Redomestication the Disposition, and the Merger.” If the exchange is non-taxable then Hudson shareholders will carry over their adjusted basis in their Hudson shares as their basis in their Purchaser Common Stock and their holding period in their Purchaser Common Stock will include their holding period in their Hudson ordinary shares.

Q: What is the Merger?

A: Immediately after the Redomestication Merger, Merger Sub will merge with and into Fr8Hub with Fr8Hub as the surviving entity in the Merger and as aan indirect wholly-owned subsidiary of the Purchaser.

Q:Q. What is the Disposition?rationale for the Merger?

A: AsA. Hudson’s Board of Directors considered, among a conditionnumber of factors, the fact the Combined Company will be led by an experienced senior management from Fr8Hub and that existing Hudson shareholders will have an opportunity to participate in the closingpotential growth of the Combined Company. Fr8Hub’s board of directors considered, among a number of factors, the potential increased access to sources of capital at a lower cost of capital and a broader range of investors to support its business than it could otherwise obtain if it continued to operate as a stand-alone, privately-held company. For a more complete discussion of Hudson and Fr8Hub’s reasons for the Merger, Hudson will spin off its current operations, including all subsidiaries please see the sections titled “The Merger—Hudson’s Reasons for the Merger” and all assets and liabilities, into a newly created Spin-Off Entity.“The Merger—Fr8Hub’s Reasons for the Merger.”

Q: What is the Pre-Merger Financing?

A: Concurrently with or prior to the Merger, Fr8Hub shall have raised gross proceeds totaling $12,013,262,$14,622,105, which shall include the cancellation of the 2020 Bridge Notes, the January Bridge Note and the May Bridge Notes, and which such cash portion of the proceeds shall be used by the Combined Company for working capital purposes following the Merger.We refer to this financing herein as “Pre-Merger Financing.” (see the section titled “Agreements Related to the Merger—Pre-Merger Financing” in this proxy statement/prospectus).

Q: What will happen to Hudson if, for any reason, the Transactions are not consummated?

A: If, for any reason, the Transactions do not close, the Hudson board of directors may elect to, among other things, attempt to complete another strategic transaction like the Merger, attempt to sell or otherwise dispose of the various assets of Hudson or continue to operate the business of Hudson. Hudson may be unable to identify and complete an alternative strategic transaction.

Q: Why are the companies proposing to merge?

A: Hudson and Fr8Hub believe that the Transactions, together with the Disposition, will result in a publicly-traded company operating under the Freight Technologies Inc. name that will focus on operating a cloud-based mobile platform that offers digital freight matching technology connecting shippers with a broad network of carriers and drivers in Mexico, Canada and the U.S. At this time, the parties have not made any decisions as to the future of Hudson’s business after the Merger. For a more complete discussion of Hudson and Fr8Hub’s reasons for the merger, please see the sections titled “The Merger—Hudson’s Reasons for the Merger” and “The Merger—Fr8Hub’s Reasons for the Merger.”

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because you are a shareholder of Hudson as of the record date, and you are entitled to vote at the Meeting to approve the Proposals. This document serves as:

Q: What is required to consummate the Merger?

A: To consummate the Merger, among other things, Hudson shareholders must approve the Proposals. On November 6, 2020, a Hudson shareholder owningPX Global, which owns approximately 40% of the voting power in Hudson entered into a Support Agreement with Fr8Hub and Hudson pursuant to which the shareholder agreed to vote in favor of the Transactions contemplated by the Merger Agreement at the Meeting. Fr8Hub shareholders must adopt the Merger Agreement and approve the Merger and the Transactions contemplated by the Merger Agreement. Fr8Hub must also consummate the Pre-Merger Financing prior to and as a condition to the consummation of the Merger.

The vote required for approval of the Proposals is as follows:

For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement—Conditions to the Closing of the Merger.”

Q: What will Fr8Hub stockholders receive in the Merger?

A: Pursuant to the Merger Agreement, each share of Fr8Hub common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, 1.5025612an estimated 1.32801 shares of Purchaser Common StockStock.

Upon the Closing and based on the number of Fr8Hub shares, warrants and options outstanding December 29, 2020,as of the date of this prospectus, the stockholders of Fr8Hub shall receive, in the aggregate, the following (i) 1,930,769889,961 shares of Purchaser Common Stock, (ii) 18,29416,169 shares of Purchaser Series Seed Preferred Stock, (iii) 11,657,36310,303,164 shares of Purchaser Series A1-A Preferred Stock, (iv) 4,473,9423,954,218 shares of Purchaser Series A1-B Preferred Stock, (v) 2,143,9701,894,911 shares of Purchaser Series A-2 Preferred Stock, (vi) the Purchaser Warrants to purchase 13,59812,019 shares of Purchaser Common Stock, 10,8559,594 shares of Purchaser Series Seed Preferred Stock and 1,150,7551,017,075 shares of Purchaser Series A2 Preferred Stock, (vii) 829,797 shares of Series A4 Preferred Stock, and (vii)(viii) options to purchase 1,009,4544,634,767 shares of Purchaser Common Stock (the “Merger Consideration”). If after the Closing, Purchaser achieves certain pre-determined revenue thresholds for any of the calendar years ending December 31, 2021, December 31, 2022, or December 31, 2023, or if a change of control occurs prior to December 31, 2023, Fr8Hub stockholders shall be entitled to receive Contingent Merger Consideration Shares.

At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, or Fr8Hub, the FreightHub, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), and any certificate, option agreement or instrument issued to evidence any options granted under the 2018 Plan (“Option Documents”) shall be terminated and all Fr8Hub options not exercised prior to the Effective Time shall be cancelled and automatically converted into the right to receive an equivalent number of options, as adjusted in accordance with the Applicable Per Share Merger Consideration to take into effect the Merger, to purchase shares of Purchaser Common Stock.

Following the Transactions, the stockholders of Fr8Hub will own approximately 85.7% of Purchaser upon the Closing of the Merger, and former shareholders of Hudson will own the remaining 14.3% (on a non-diluted basis, not including the securities to be issued in connection with the Pre-Merger Financing).

For a more complete description of what the Fr8Hub stockholders will receive in the Merger, please see the section titled “The Merger Agreement—Merger Consideration.”

Q: What will Hudson shareholders receive in the Merger?

A: Hudson shareholders will not receive any new securities in the Merger and will instead retain ownership of their Purchaser Common Stock after redomestication, but their percentage ownership will decrease due to the number of shares being issued in the Merger.

Q: Who will be the directors of the Combined Company following the Merger?

A: Upon the Closing of the Merger, the Combined Company’s board of directors is expected to be composed of fivefour directors, fourall of whichwhom will be current directors of Fr8Hub or designeesFr8Hub; and Hudson shall have the right to designate an observer on the Combined Company’s board of Fr8Hub, and one of which will be designated by Purchaser.directors.

The table below provides the names and principal affiliation of the individuals currently identified to serve as directors of the Combined Company following the consummation of the Merger.

Q: Who will be the executive officers of Combined Company immediately following the Merger?

A: Upon the closing of the Merger, the executive management team of the Combined Company is expected to be composed of the following persons:

Q: What are the material U.S. federal income tax consequences of the Merger to U.S. Holders of Fr8Hub securities?

A: As discussed more fully under “Material“Material U.S. Federal Income Tax Consequences of the Redomestication Merger the Disposition and the Merger—Tax Consequences to U.S. Holders—Tax Consequences of the Merger,” it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, U.S. Holders of Fr8Hub common stock, Fr8Hub preferred stock, Fr8Hub warrants, and Fr8Hub options should not recognize any gain or loss as a result of the Merger. U.S. Holders of Fr8Hub securities should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Merger.

Q: What are the material U.S. federal income tax consequences of the Disposition to holders of Purchaser Common Stock?

A: The Disposition is expected to be treated as a taxable dividend to holders of Purchaser Common Stock in an amount equal to the fair market value of the Spin-Off Entity common stock received, to the extent of such holder’s ratable share of Hudson’s current or accumulated earnings and profits. To the extent the Disposition exceeds such earnings and profits, the Disposition would constitute a return of capital and would first reduce the holder’s basis in its Purchaser Common Stock, but not below zero, and then will be treated as a gain from the sale of the Purchaser Common stock. Generally a U.S. Holder’s tax basis in the shares of the Spin-Off Entity common stock received in the Disposition would equal their fair market value as of the date of the Disposition, and such holder’s holding period with respect to such shares would begin on the day after the Disposition. For further information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Redomestication Merger, the Disposition, and the Merger.”

Q: As a Hudson shareholder, how does the Hudson board of directors recommend that I vote?

A: After careful consideration, the Hudson board of directors unanimously recommends that the Hudson shareholders vote:

If on the date of the Meeting, or a date preceding the date on which the Meeting is scheduled, Hudson reasonably believes that (i) it will not receive proxies sufficient to obtain the required vote to approve all the foregoing proposals, (the “Proposals”), whether or not a quorum would be present or (ii) it will not have sufficient ordinary shares of Hudson represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting, Hudson may postpone or adjourn, or make one or more successive postponements or adjournments of, the Meeting as long as the date of the Meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

On November 6, 2020, a Hudson shareholder owning approximately 40% of the voting power in HudsonPX Global entered into a Support Agreement with Fr8Hub and Hudson pursuant to which the shareholder agreed to vote in favor of the Transactions contemplated by the Merger Agreement at the Meeting.

Q: What risks should I consider in deciding whether to vote to approve the Merger Agreement and the Transactions contemplated thereby?

A: You should carefully review this proxy statement/prospectus, including the section titled “Risk Factors,” which sets forth certain risks and uncertainties related to the merger, risks and uncertainties to which the Combined Company’s business will be subject, and risks and uncertainties to which Hudson, as an independent company, is subject.

Q: When do you expect the Merger to be consummated?

A: The Merger is anticipated to close as soon as possible after the Meeting, is held on [       ], 2021, but Hudson cannot predict the exact timing. For more information, please see the section titled “The Merger Agreement—Conditions to the Closing of the Merger.”

Q: What do I need to do now?

A: Hudson and Fr8Hub urge you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the Merger affects you.

As a Hudson shareholder, you may provide your proxy instructions in one of two different ways. First, you can mail your signed proxy card in the enclosed return envelope. Second, you may also provide your proxy instructions via the Internet by following the instructions on your proxy card or voting instruction form. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your ordinary shares can be voted at the Meeting of Hudson shareholders.

Q: What happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable?

A: If you are a stockholder of record and you return a signed proxy card without marking any selections, your shares will be voted “FOR” each of the Proposals.

If you are a beneficial owner of ordinary shares of Hudson, and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter and how your broker or nominee exercises any discretion they may have in the voting of the shares that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. “Non-routine” matters are matters that may substantially affect the rights or privileges of a stockholder, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported.

For any Proposal that is considered a “routine” matter, your broker or nominee may vote your shares in its discretion either for or against the Proposal even in the absence of your instruction. For any Proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the Hudson shares will be treated as broker non-votes. Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Broker non-votes will not be considered to be shares “entitled to vote” at the meeting and will not be counted as having been voted on the applicable proposal.

Hudson believes that all of the Proposals will be considered “non-routine” matters. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the Proposals, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.

Q: May I vote in person at the Meeting?

A: If your Hudson ordinary shares are registered directly in your name with the Hudson transfer agent, you are considered to be the shareholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by Hudson. If you are a Hudson shareholder of record, you may attend the Meeting and vote your shares in person. Even if you plan to attend the Meeting in person, Hudson requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the Meeting if you are unable to attend. If your Hudson ordinary shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the Meeting. Because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting.

Q: When and where is the Meeting being held?

A: Hudson’s Meeting of shareholders will be held [     ], 2021.on [●], 2021 at [●].

Q: If my Hudson shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Unless your broker has discretionary authority to vote on certain “routine” matters, your broker will not be able to vote your Hudson ordinary shares on matters requiring discretionary authority without instructions from you.

Hudson believes that brokers will not have discretionary authority to vote for any of the Proposals, as Hudson believes such matters to be “non-routine” under the applicable rules of NASDAQ. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by your broker.

Q: May I change my vote after I have submitted a proxy or provided proxy instructions?

A: Hudson shareholders of record may change their vote at any time before their proxy is voted at the Meeting in one of three ways. First, a Hudson shareholder of record can send a written notice to Warren Wang of Hudson, at 19 W 44th Street, Suite 1001, New York, NY 10036, stating that it would like to revoke its proxy. Second, a Hudson shareholder of record can submit new proxy instructions either on a new proxy card or via the Internet. Third, a Hudson shareholder of record can attend the Meeting and vote in person. Attendance alone will not revoke a proxy. If a Hudson shareholder of record or a shareholder who owns Hudson ordinary shares in “street name” has instructed a broker to vote its Hudson ordinary shares, the shareholder must follow directions received from its broker to change those instructions.

Q: Who is paying for this proxy solicitation?

A: Hudson will pay the costs of printing and filing this proxy statement/prospectus and proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Hudson ordinary shares for the forwarding of solicitation materials to the beneficial owners of ordinary shares of Hudson. Hudson will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.

Q: Who can help answer my questions?

A: If you are a Hudson shareholder and would like additional copies, without charge, of this proxy statement/prospectus or if you have questions about the Transactions, including the procedures for voting your shares, you should contact:

Hudson Capital, Inc.
19 West 44th Street, Suite 1001
New York, New York 10036
(970) 528-9999
Attention: Warren Wang, Chief Executive Officer

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Transactions and the Proposals being considered at the Meeting, you should read this entire proxy statement/prospectus carefully, including the Merger Agreement and the other annexes to which you are referred to herein. For more information, please see the section titled “Where You Can Find More Information.”

In this proxy statement/prospectus, except where the context otherwise requires and for purposes of this proxy statement/prospectus only:

Summary of the Merger

The Parties

Hudson Capital

Hudson is in the business of providing financial advisory services to meet the financial and capital needs of our clients, which comprise largely of small-to-medium sized enterprises (“SMEs”). Through our wholly-owned subsidiaries, Hongkong Internet Financial Services Limited (“HKIFS”) and Beijing Yingxin Yijia Network Technology Co., Ltd (“WFOE”) and our contractually controlled and managed company, Sheng Ying Xin (Beijing) Management Consulting Co., Ltd (“Sheng Ying Xin” or “SYX”) and its wholly owned subsidiary, Kashgar Sheng Yingxin Enterprise Consulting Co., Ltd. (“Kashgar SYX”), we offer commercial payment advisory services, international corporate financing advisory services and intermediary bank loan advisory services. Historically, we have also made direct loans to certain qualified borrowers. We do not anticipate making any more direct loans but instead, we will be depositing our funds in trust accounts with certain bank lenders, who will, in turn, make loans to borrowers. Be that as it may, we had made the “direct loans” to better utilize our excess cash on hand at that time. In view of the slowing economy, we anticipate that future “entrusted loans” will be infrequent, if at all.

Fr8Hub

FreightHub, Inc. was incorporated in 2015 as a Delaware corporation. It was founded with a view to developing and bringing solutions to the relatively unorganized cross-border commercial freight market on the U.S.-Mexico border, and by extension, the U.S.-Canada border. In January 2019, Freight Hub Mexico S.A De C.V. (“FreightHub Mexico), a wholly-owned subsidiary of FreightHub, Inc., was formed. FreightHub, Inc. along with its wholly-owned subsidiary, FreightHub Mexico, are hereinafter referred to as “Fr8Hub”.

Fr8Hub is a transportation logistics platform company whose digital freight matching technology not only streamlines and simplifies domestic and cross-border shipping by connecting shippers with a broad network of reliable carriers and drivers in Mexico, Canada and the United States, but also provides transparency on shipment characteristics to identify available freight capacity on both sides of any border.

The Merger

Upon the Closing of the Transactions contemplated in the Merger Agreement, Hudson will be merged with and into Purchaser, its wholly-owned subsidiary, in accordance with the BVI Act and the DGCL (the “Redomestication Merger”). As a result of the Redomestication Merger, the separate existence of Hudson shall cease, and Purchaser will continue as the surviving corporation incorporated in the State of Delaware. Immediately following the effective time of the Redomestication Merger, Merger Sub will merge with and into Fr8Hub, resulting in Fr8Hub becoming a wholly-owned subsidiary of Purchaser.

Reasons for the Merger

Hudson’s Board of Directors considered, among a number of factors, the fact the Combined Company will be led by an experienced senior management from Fr8Hub and that existing Hudson shareholders will have an opportunity to participate in the potential growth of the Combined Company while still participating in the continuing business of Hudson through the Spin-Off Entity.Company. Fr8Hub’s board of directors considered, among a number of factors, the potential increased access to sources of capital at a lower cost of capital and a broader range of investors to support its business than it could otherwise obtain if it continued to operate as a stand-alone, privately-held company. For a more complete discussion of Hudson and Fr8Hub’s reasons for the Merger, please see the sections titled “The Merger—Hudson’s Reasons for the Merger” and “The Merger—Fr8Hub’s Reasons for the Merger.”

Overview of the Merger

Pre-Merger Structure Chart

Step 1 – Redomestication Merger

1 - Hudson merges with and into Merger Sub I to redomesticate as a Delaware entity with Merger Sub I as the surviving entity (the “Redomestication Merger”). Merger Sub I changes its name to “Freight Technologies, Inc.”

2 – Hudson Holding sits between Freight Technologies (f/k/a Merger Sub I) and Fr8Hub post-closing.

Step 2 – Merger

3 – Merger Sub I (the redomesticated entity) changes its name to “Freight Technologies.”

4 – Merger Sub II merges with and into Fr8Hub with Fr8Hub as the surviving corporation.

Post-Merger Structure Chart

The Transactions

Subject to approval of the Nasdaq Stock Market LLC (“NASDAQ”), the following transactions will result in a publicly-traded company operating under the name “Freight Technologies, Inc.” and the proposed NASDAQ ticker symbol “FRGT” that will engage in the business of operating a cloud-based transportation logistics platform focused on U.S.-Mexico cross-border shipping, and offering a digital freight matching technology that connects shippers with a broad network of reliable carriers and drivers in Mexico, Canada and the U.S.

Under the Merger Agreement, the following will occur:

The Redomestication

Upon the terms and subject to the conditions set forth in the Merger Agreement, Hudson will be merged with and into Purchaser, its wholly-owned subsidiary, in accordance with the BVI Act and the DGCL. As a result of the Redomestication Merger, the separate existence of Hudson shall cease, and Purchaser will continue as the surviving corporation incorporated in the State of Delaware.

Following the Redomestication Merger, Purchaser (i) shall possess all of Hudson’s and Purchaser’s assets, rights, powers and property as constituted immediately prior to the Redomestication Merger; (ii) shall continue to be subject to all of Hudson’s and Purchaser’s debts, liabilities and obligations as constituted immediately prior to the Redomestication Merger, and that shall include the assumption of all of Hudson’s obligations under the Merger Agreement; (iii) shall be subject to all actions previously taken by the Board of Directors of Hudson and Purchaser prior to the Redomestication Merger; and (iv) each issued and outstanding ordinary share of Hudson shall be deemed converted into one share of fully paid and non-assessable share of Purchaser Common Stock. Hudson’s Amended and Restated Memorandum and Articles of Association shall cease and Purchaser’s Amended and Restated Certificate of Incorporation and By-Laws, as in effect immediately prior to the Redomestication Merger, shall continue as the Purchaser’s organizational documents after the Redomestication Merger. Purchaser’s Amended and Restated Certificate of Incorporation will authorize for issuance certain shares of common stock, as well as the Purchaser Preferred Stock. Hudson’s shareholders shall have dissenters’ rights under the BVI Act.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, and as promptly as practicable following the Redomestication Merger, Merger Sub shall be merged with and into Fr8Hub in accordance with the DGCL. Upon the Merger the separate corporate existence of Merger Sub shall cease and Fr8Hub shall continue as the surviving corporation under the DGCL and as a wholly owned subsidiary of Purchaser.

Merger Consideration

At the Effective Time, by virtue of the Merger without any further action on the part of the parties to the Merger Agreement, the following shall occur:

No certificates or scrip representing fractional shares of Purchaser Common Stock will be issued pursuant to the Merger. Fr8Hub stockholders who would be entitled to a fractional share after applying the Exchange Ratio will automatically be entitled to receive an additional fractional share of the corresponding class of Purchaser shares to round up to the next whole share. Immediately after the Effective Time, the Fr8Hub stockholders will own approximately 85.7% of Purchaser (on a non-diluted basis) and the shareholders of Hudson will own approximately 14.3% of Purchaser (on a non-diluted basis).

Contingent Merger Consideration

After the Closing, the Fr8Hub stockholders shall be entitled to receive additional shares of Purchaser based upon the achievement of certain revenue thresholds in the amount of at least $25 million, $50 million and $100 million commencing with each of the calendar years ending on December 31, 2021, December 31, 2022 and December 31, 2023, respectively. For each period if the revenue threshold is achieved, the Fr8Hub stockholders shall receive (on a pro rata basis) 3.33% of the shares of Purchaser Common Stock on a fully-diluted basis as of the last day of the applicable calendar year-end (the “Contingent Merger Consideration Shares”). If, after the Closing and prior to December 31, 2023, a change of control occurs, then Purchaser shall issue on or promptly after the date of such change of control, to the Fr8Hub stockholders an amount equal to 10% of the shares of Purchaser Common Stock on a fully diluted basis less the Contingent Merger Consideration Shares previously issued.

Purchaser’s Post-Closing Board of Directors

In connection with the Merger, all directors of Purchaser shall resign, and the post-closing board of directors of Purchaser shall consist of fivethe following four directors – Javier Selgas, Nicholas H. Adler, William Samuels and Jerry L. Hutter, all of which one shall be designated by Purchaser andwhom are current members of Fr8Hub’s Board of Directors. Pursuant to the remaining directors shall be designated by Fr8Hub.Merger Agreement, Hudson has the option to designate a board observer.

Representations and Warranties

In the Merger Agreement, Fr8Hub makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate organization of Fr8Hub and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure; (e) accuracy of charter and governing documents; (f) affiliate transactions; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) insurance; (m) licenses and permits; (n) compliance with laws, including those relating to foreign corrupt practices and money laundering; (o) ownership of intellectual property; (p) employment and labor matters; (q) taxes and audits; (r) environmental matters; (s) brokers and finders; and (t) other customary representations and warranties.

In the Merger Agreement, Hudson makes certain representations and warranties with respect to itself and its subsidiaries relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) brokers and finders; (d) capital structure; (e) validity of share issuance; (f) Nasdaq listing; and (h) SEC filing requirements.requirements; (i) subsidiaries; (j) related parties and affiliate agreements; (k) absence of certain changes; (l) properties and title to assets; (m) no undisclosed liability; (n) litigation; (o) contracts; (p) license and permits; (q) compliance with laws; (r) accounts receivable, payables and loans; (s) employees; (t) tax matters; (u) powers of attorney and suretyships; (v) other information; (w) certain business practices; and (x) money laundering laws.

Conduct Prior to Closing; Covenants

The Merger Agreement contains certain customary covenants of Fr8Hub and Hudson, including, among others, the following:

Conditions to Closing

The obligation of Hudson and Fr8Hub to consummate the Merger is conditioned on, among other things, (a) the absence of the provisions of any applicable law or order shall prohibiting or imposing any condition on the consummation of the Closing; (b) the absence of action by a third-party non-Affiliate seeking to enjoin or otherwise restrict the consummation of the Closing; (c) the consummation of Redomestication Merger and filing of the applicable certificates in the appropriate jurisdictions; (d) declaration by the SEC of the effectiveness of the registration statement; (e) no stop order suspending the effectiveness of the registration statement or any part thereof shall have been issued; (f) the appointment of the post-Closing board of directors and (f) the Merger and the other transaction contemplated by the Merger Agreement shall have been approved by NASDAQ and Hudson’s stockholders. For more details on parties’ conditions to Closing, please see sections titled “The Merger Agreement – Hudson’s Conditions to Closing” and “The Merger Agreement – Fr8Hub’s Conditions to Closing.”

Indemnification

From and after the Closing, Purchaser has agreed to indemnify and hold harmless the Fr8Hub Indemnitees against and in respect of any and all Losses incurred by Fr8Hub as a result of or in connection with any breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of Hudson, Purchaser and Merger Sub set forth in the Merger or any certificate or other document delivered pursuant to the terms of the Merger Agreement.

From and after the Closing, Fr8Hub has agreed to indemnify and hold harmless Hudson, Purchaser, Merger Sub, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (the “Purchaser Indemnitees”), against and in respect of any and all Losses incurred or sustained by any Purchaser Indemnitee as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of Fr8Hub contained in the Merger Agreement or any certificate or other document delivered pursuant to the terms of the Merger Agreement.

Twenty percent of Hudson shares of capital stock issued and outstanding immediately after the effective time of the Merger (“Reserved Shares”), will be reserved to serve as the Company Indemnitees’ and the Purchaser Indemnitees’ sole and exclusive remedies for such parties’ obligation to indemnify each other under the Merger Agreement.

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing by:

In connection with the termination of the Merger Agreement, Hudson and Purchaser or Fr8Hub may be required to pay a $500,000 breakup fee (a “Breakup Fee”). under certain circumstances pursuant to which they terminated the agreement.

Fr8Hub would be required to pay a Breakup Fee to Hudson in the event that Hudson or Purchaser terminates the Merger Agreement as result of an uncured material breach by Fr8Hub or the Stockholders of any representation, warranty, agreement or covenant contained in the Merger Agreement or as a result of Fr8Hub’s refusal to consummate the transactions contemplated by the Merger Agreement.

Hudson would be required to pay a Breakup Fee to Fr8Hub in the event that Fr8Hub terminates the Merger Agreement as result of an uncured material breach by Hudson or Purchaser of any representation, warranty, agreement or covenant contained in the Merger Agreement.

Either Hudson or Fr8Hub can terminate the Merger Agreement under certain circumstances, which would prevent the Merger from being consummated. In the event that the Merger Agreement is terminated by either party, the party terminating the Merger Agreement may be required to pay the other party a breakup fee of $500,000 under certain circumstances.

Merger-Related Transactions and Agreements

2020 Bridge Financing

On October 7, 2020, Fr8Hub entered into a Note Purchase Agreement with certain existing shareholders and investors pursuant to which Fr8Hub issued 2020 Bridge Notes in the aggregate principal amount of $4,004,421 in a 2020 Bridge Financing. All 2020 Bridge Notes will mature on the date that is two years from the closing date of the 2020 Bridge Financing. Interest on the 2020 Bridge Notes will accrue at an annual rate of 5% over the two-year term of the 2020 Bridge Notes and is payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the 2020 Bridge Notes by Fr8Hub or, (iv) in connection with any conversion of the 2020 Bridge Notes through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the 2020 Bridge Notes will automatically convert into the Series A-3 Preferred Stock and Series A3A3-1 Warrants issued in the Pre-Merger Financing, but at a conversion price equivalent to approximately 50% of the corresponding purchase price in the Pre-Merger Financing. As the lead investor in the 2020 Bridge Financing, ATW’s affiliate, ATW Opportunities was granted the right of first refusal to participate in up to 50% of the aggregate principal amount to be raised by Fr8Hub in any equity or equity-linked financing (except for the Pre-Merger Financing) occurring in the five years following the initial closing of the 2020 Bridge Financing pursuant to the Note Purchase Agreement.

January Bridge Financing

On January 29, 2021, Fr8Hub entered into the January Bridge Note Purchase Agreement with ATW Opportunities pursuant to which Fr8Hub issued the January Bridge Note. The January Bridge Note matures on October 7, 2022. Interest on the January Bridge Note accrues at an annual rate of 5% over the term and is payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the January Bridge Note by Fr8Hub, or, (iv) in connection with any conversion of the January Bridge Note through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. The January Bridge Note is convertible into Conversion Shares at the option of ATW Opportunities pursuant to one of the following: (i) an automatic PIPE financing conversion, (ii) next equity financing conversion; (iii) corporate transaction conversion; and (iv) at maturity.

Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the January Bridge Note will automatically convert into Series A-3 Preferred Stock and Series A-3-2 Warrants to be issued in the Pre-Merger Financing, at a conversion price equivalent to approximately 20% discount to the corresponding purchase price in the Pre-Merger Financing.

May Bridge Financing

On May 24, 2021, Fr8Hub entered into a May Bridge Note Purchase Agreement with ATW and ATW Opportunities pursuant to which Fr8Hub will issue May Bridge Notes in the principal amount of $1,608,842 before June 30, 2021. The May Bridge Notes will mature on October 7, 2022. Interest on the May Bridge Notes will accrue at an annual rate of 5% over the maturity period and will be payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment of the May Bridge Notes by Fr8Hub or, (iv) in connection with any conversion of the May Bridge Notes through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. The May Bridge Notes will be convertible into Conversion Shares at the option of the holders pursuant to one of the following: (i) an automatic PIPE financing conversion, (ii) next equity financing conversion; (iii) corporate transaction conversion; and (iv) at maturity.

Upon closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the May Bridge Notes will automatically convert into the Series A-3 Preferred Stock and Series A3-3 Warrants to be issued in the Pre-Merger Financing, at a conversion price equivalent to approximately 25% discount to the corresponding purchase price in the Pre-Merger Financing.

Pre-Merger Financing

ConcurrentlyOn February 9, 2021, Fr8Hub entered into a Securities Purchase Agreement (the “SPA”) with or prior to the Merger, Fr8Hub shall have raised in a Pre-Financing Merger gross proceeds totaling $12,013,262, which shall include the cancellation of the Bridge Notes, and which such cash portion of the proceeds shall be used by the Combined Company for working capital purposes following the Merger. As currently contemplated, ATW’s affiliate, ATW Opportunities, together with certain existing stockholders of Fr8Hub shall enter into a securities purchase agreement (the “SPA”)(including ATW), pursuant to which Fr8Hub shall agree to sell to the Investorsinvestors (the “Investors”) a newly designated series of preferred stock, the Series A3 preferred stock (the “Series A3 Preferred Stock”), in a private placement for $8,008,841 in aggregate gross proceeds, excluding principal and accrued and unpaid interest relating to 2020 Bridge Notes that convert at the closing of the Pre-Merger Financing. With respect to principal and accrued and unpaid interest relating to the January Bridge Note and the May Bridge Notes, ATW and ATW Opportunities have the option to elect for all or a portion of such converting principal and accrued and unpaid interest to reduce amounts that ATW and ATW Opportunities are otherwise committed to fund in cash in respect of Series A3 Preferred Stock at the closing of the Pre-Merger Financing. If and to the extent ATW and/or ATW Opportunities exercise this option, the $8,008,841 in aggregate gross proceeds expected to be received by Fr8Hub would be correspondingly reduced on a private placement.dollar-for-dollar basis by the amount of converted principal and accrued and unpaid interest under the January Bridge Note and/or May Bridge Notes with respect to which such option is exercised (the “Opt Out Option”). The SPA, as amended in May 2021, contemplates the conversion of the 2020 Bridge Notes, the January Bridge Note and the May Bridge Notes into Series A3 Preferred Stock, and the subsequent cancellation of the notes. Immediately prior to the closing of the Merger, under the SPA, Fr8Hub shall issue ____11,201,095 shares of Series A3 Preferred Stock to Investors and converting holders of 2020 Bridge Notes, the January Bridge Note and May Bridge Notes. Such shares of Series A3 Preferred Stock shall initially be convertible into Fr8Hub common stock on a one-to-one basis, determined by calculating the quotient determined by dividing (x) the stated value of $3.00 per share, by (y) a conversion price of $3.00, which conversion price (the “Conversion Price”) is subject to adjustment as described elsewhere in this proxy statement/prospectus. The 11,201,095 shares of Fr8Hub’s Series A3 Preferred Stock issued under the SPA shall, in connection with the closing of the Merger, be exchanged for 52,063,216 shares of Series A3 Preferred Stock of the Combined Company, which may be converted into a maximum of 52,063,216 shares of Combined Company common stock. However, only 14,875,204 shares of Series A3 Preferred Stock of the Combined Company will be initially convertible into common stock of the Combined Company on a 1:1 basis immediately following the closing of the Merger. The remaining shares of Series A3 Preferred Stock of the Combined Company will only be convertible into Combined Company common stock in the event certain price-protection adjustments are made based upon the volume weighted average price, or “VWAP”, of the Combined Company’s common stock during specified periods following the closing of the Merger. Pursuant to the Certificate of Designation of the Combined Company’s Series A3 Preferred Stock, for purposes of determining such price protection adjustments the VWAP will not be calculated to be less than $0.8571 per share. As a result, the maximum number of shares of Combined Company common stock issuable upon adjustment, if any, would be 52,063,216 shares.

The initial such upward adjustment in the number of Conversion Shares issuable upon conversion of Combined Company Series A3 Preferred Stock may be made based on the VWAP over the four trading days immediately following the date of the closing of the Merger. Thereafter, such additional upward adjustments in the number of Conversion Shares issuable upon conversion of Combined Company Series A3 Preferred Stock may be made based on the VWAP over the ten trading days immediately preceding the Trigger Date. Following the 120^th trading day immediately following the closing date of the Merger, the number of Conversion Shares issuable upon conversion of the 52,063,216 shares of Combined Company Series A3 Preferred Stock will no longer be subject of any further adjustment. For the purpose of calculating the number of shares of the Series A3 Preferred Stock to be issued in connection with the Pre-Merger Financing (and, accordingly, other values and amounts that relate to, or are calculated based upon, the number of shares of Series A3 Preferred Stock actually issued by Fr8Hub to Investors and converting note holders under the SPA), all such share numbers disclosed in this proxy statement/prospectus have been calculated based on the assumption that the Opt Out Option will not be exercised, and that therefore, there will be no reduction on the amounts that ATW or ATW Opportunities are committed to fund in cash under the SPA at the closing of the Pre-Merger Financing.

In addition, Hudson has a post-closing obligation to cause the Combined Company to issue afour series of warrants (Series A3, Series A3 WarrantA3-1, Series A3-2 and Series A3-3) to purchase 7,272,561an aggregate of 14,875,204 shares of the Combined Company common stock for $8,008,841 in gross proceeds.stock. The sharesterms and conditions of Fr8Hub common stock underlyingeach series depends upon which of the Series A3 Preferred Stock are referred to asforegoing financings is the “Conversion Shares” and underlying the Series A3 Warrant are referred to as the “Warrant Shares.” Each share of Series A3 Preferred Stock is convertible into a number of shares of Fr8Hub common stock equal to the quotient determined by dividing (x) the stated value of $1,000 per share, by (y) a conversion price of $____.

Escrow Shares

The SPA will also providebasis for the issuance of up to 18,181,402 shares of Fr8Hub common stock into escrow upon the closing ofwarrant. For further details about the Pre-Merger Financing, (the “Escrow Shares”) pursuantplease see “Agreements Related to the terms of an escrow agreement to be held by Transhare Corporation, as escrow agent, for the benefit of the Investors. In accordance with, and pursuant to the terms of the Merger Agreement, at the closing of the Merger, each Escrow Share shall be cancelled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration of the Combined Company, which shall be referred to herein as the “Escrow Exchange Shares.Merger—Pre-Merger Financing”

The Escrow Exchange Shares are issuable to the Investors over time in two or more tranches upon the occurrence of the following events:

Notwithstanding the foregoing, in the event that the aggregate Subsequent Escrow Exchange Shares issuable to all of the Investors is greater than the balance of the Escrow Exchange Shares following the First Escrow Share Issuance Obligation and each prior Subsequent Escrow Share Issuance Obligation, if any, then each Investor shall receive its pro rata portion of the Escrow Exchange Shares then available for issuance. Upon full issuance of the Escrow Shares, ATW (and its affiliates) and Fr8Hub stockholders will hold approximately 43.6% and 28.6% of the Combined Company, respectively.

Right of Participationthis proxy statement/prospectus.

Pursuant to the terms of the SPA, the Investors purchasing Series A3 Preferred Stock with a Stated Value of $4.0 million or greater have a right, commencing on the date of the SPA until five years thereafter, to participate in any subsequent financing by the Company or the Combined Company, as applicable, of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”),Subsequent Financing in an amount equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

Series A3The Warrants

Four series of Warrants (Series A3, Series A3-1, Series A3-2 and Series A3-3) will be issued after the closing of the Merger, the terms and conditions of each series depends upon which of the foregoing financings is the basis for the issuance of the warrant.

The Series A3 Warrants will be delivered in connection with the purchase of securities for cash under the SPA. The Series A3 Warrants are exercisable intofor 7,272,560 shares of Combined Company Common Stock for a period of seven years through _____, 202_after issuance, at an exercise price equal to $____$1.50 per share, and are subject to customary adjustments for stock splits, dividend,dividends, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Combined Company undertakes a subsequent equity financing or financingsSubsequent Financing at an effective price per share that is less than $_____,$1.50, the exercise price of the Series A3 Warrants shall be reduced to the lower priceprice.

The Series A3-1 Warrants will be delivered in connection with the conversion and the number of shares issuable upon exercisecancellation of the 2020 Bridge Notes in the Pre-Merger Financing. The Series A3A3-1 Warrants shall be adjusted suchare exercisable for 5,339,228 shares of Combined Company Common Stock for a period of seven years after issuance, at an exercise price equal to $0.75 per share, and are subject to customary adjustments for stock splits, dividends, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Combined Company undertakes a Subsequent Financing at an effective price per share that is less than $0.75, the aggregate exercise price of the Series A3A3-1 Warrants following such adjustment in the exercise price is equalshall be reduced to the aggregate exercise prior to such adjustment. The Series A3 Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of, the shares underlying the Series A3 Warrants.lower price.

The Series A3A3-2 Warrants have a “Beneficial Ownership Limitation” equal to 4.99%will be delivered in connection with the conversion and cancellation of the number ofJanuary Bridge Note in the Pre-Merger Financing. The Series A3-2 Warrants are initially exercisable for 833,333 shares of the Combined Company Common Stock outstanding immediatelyfor a period of seven years after giving effectissuance, at an exercise price equal to $1.20 per share, and are subject to customary adjustments for stock splits, dividends, rights offerings, pro rata distributions and fundamental transactions. In addition, in the issuance of shares of Common Stock issuable uponevent the Combined Company undertakes a Subsequent Financing at an effective price per share that is less than $1.20, the exercise price of the Series A3 Warrants. An Investor, upon noticeA3-2 Warrants shall be reduced to the lower price.

 The Series A3-3 Warrants will be delivered in connection with the conversion and cancellation of the May Bridge Note in the Pre-Merger Financing. The Series A3-3 Warrants are initially exercisable for 1,430,082 shares of Combined Company Common Stock for a period of seven years after issuance, at an exercise price equal to $1.125 per share, and are subject to customary adjustments for stock splits, dividends, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Combined Company may increase or decreaseundertakes a Subsequent Financing at an effective price per share that is less than $1.125, the Beneficial Ownership Limitation, as provided for inexercise price of the Series A3A3-3 Warrants shall be reduced to the lower price.

In the event of an Adjustment Date, the Exercise Price shall be reduced, and only reduced, on each Adjustment Date to the lesser of (a) the then Exercise Price, as adjusted, and (b) the Initial Trigger Date Conversion Price, with respect to the Initial Trigger Date, or the applicable Trigger Date Conversion Price, with respect to each applicable Trigger Date.

Each series of Warrants:

Registration Rights

It is also contemplated thatOn February 9, 2021, the Purchaser and Fr8Hub shall enterthe Investors entered into twoa registration rights agreements,agreement, whereby Purchaser shallagreed to file a registration statement onthe Pre-Merger Form S-1 to register for resale the Conversion Shares along with at least 50% of the Escrow Shares and shares held by Hudson’s affiliate, PX Global, that shall be declared effective prior toon the Closing Date (the “Pre-Merger Form S-1”).Date. Purchaser and Fr8Hub have agreed to prepare and file the Pre-Merger Form S-1 no later than ten daysas soon as practicable after the completionexecution of Fr8Hub’s financial statements for the September 30, 2020 quarterly period.SPA. The Pre-Merger Form S-1 must be declared effective by the 60th day following filing or, in the event the SEC notifies Purchaser that it will “review” the Pre-Merger Form S-1, the 90^th calendar day following the filing date) and with respect to any additional registration statements which may be required pursuant to the Registration Rights Agreement, the 60^thcalendar day following the date on which an additional registration statement is required to be filed thereunder.

The second registration statement on

A Post-Closing Form S-1 shall be filed by the Combined Company to register for resale the Warrant Shares, the balance of the Escrow Shares that were not registered on the Pre-Merger Form S-1, if any, and up to 21,644,0567,637,132 shares of Merger Consideration that have not been registered on the Pre-Merger Form S-1, or on the registration statement for which this prospectus/proxy statement forms a part, consisting of (i) 1,150,7551,017,075 shares of Combined Company Common Stock underlying the A2 Warrant, (ii) 1,252,1341,106,677 shares of Combined Company Common Stock underlying the A2 Preferred Stock, (iii) 6,085,6965,032,856 shares of Combined Company Common Stock underlying the A1-A Preferred Stock, (iv) 543,682480,524 shares of Combined Company Common Stock underlying the A1-B Preferred Stock, (v) 5,339,22814,875,204 shares of Combined Company Common Stock underlying the warrants to be issued in the BridgePre-Merger Financing and (vi) 7,272,561 shares of Combined Company Common Stock underlyingissuable upon conversion of accrued interests on the Series A3 Warrants (the “Post-Closing Form S-1”).2020 Bridge Notes and January Bridge Note as of the Closing.

The Post-Closing Form S-1 must be filed no later than the 15^th calendar day following the Closing Date and, with respect to any additional registration statements which may be required pursuant the Registration Rights Agreement, the earliest practical date on which the Combined Company is permitted by SEC guidance to file such additional registration statements related to the securities to be registered on the Post-Closing Form S-1. The Post-Closing Form S-1 must be declared effective by the 60th day following filing or, in the event the SEC notifies Purchaser that it will “review” the Post-Closing Form S-1, the 75^th calendar day following the filing date) and with respect to any additional registration statements which may be required pursuant to the Registration Rights Agreement, the 60^th calendar day following the date on which an additional registration statement is required to be filed thereunder.

Failure to timely file or have the Pre-Closing Form S-1 or the Post-Closing Form S-1, be declared effective by the dates set forth above, including, without limitation failure to keep the Pre-Closing Form S-1 or the Post-Closing Form S-1 effective or, after the dates of effectiveness, such registration statements cease for any reason to remain continuously effective as to all securities included in such registration statements, or the Investors are otherwise not permitted to utilize the prospectus therein to resell, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period, then, in addition to any other rights the Holder (as defined under the registration statement) may have under such registration statements or applicable law, on each such date and on each monthly anniversary of each such date (if not been cured by such date) until such event is cured, the Combined Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate purchase price paid by such Holder pursuant to the SPA. If the Combined Company fails to pay any partial liquidated damages pursuant to the applicable Registration Rights Agreement in full within seven days after the date payable, the Combined Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms thereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an event.

Lock-up and Leak-Out Agreements

In connection with the Transactions, Hudson is expected to enter into Lock-Up and Leak-Out Agreements with all Fr8Hub stockholders ,owning 3% or greater of the capital stock on a fully diluted basis, pursuant to which these Fr8Hub stockholders, for up to 180 daysone year after the closing of the Transactions and, subject to certain exceptions, will agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Purchaser Common Stock issued in connection with the Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. However, notwithstanding the foregoing, these Fr8Hub stockholders will be able to sell anyunder the Leak-Out Agreement for 180 days after the closing of the Merger, shares of Purchaser Common Stock issued in exchange for the shares obtained from the Bridge Financing or the Pre-Merger Financing for up to 22% of the average daily trading volume of Purchaser Common Stock on the NASDAQ stock exchange.

Support Agreement

On November 6, 2020, PX Global, a Hudson shareholder owning approximately 40% of the voting power in Hudson entered into a Support Agreement with Fr8Hub and Hudson pursuant to which the shareholder agreed to vote in favor of the Transactions contemplated by the Merger Agreement at the Meeting.

Risk Factors

Both Hudson and Fr8Hub are subject to various risks associated with their businesses and their industries. In addition, the Merger poses a number of risks to each company and its respective stockholders, including the following risks:

These risks and other risks are discussed in greater detail under the section titled “Risk Factors” and in the documents incorporated by reference in this proxy statement/prospectus. Hudson and Fr8Hub both encourage you to read and consider all of these risks carefully.

Regulatory Approvals

In the U.S., Hudson and Purchaser must comply with applicable federal and state securities laws and the rules and regulations of NASDAQ in connection with the issuance of shares of Purchaser Common Stock pursuant to the Merger Agreement and the filing of this proxy statement/prospectus with the SEC.

NASDAQ Stock Market Listing

The approval by NASDAQ of (i) the continued listing of the Purchaser Common Stock on the NASDAQ Capital Market following the Effective Time and (ii) the listing of the shares of Purchaser Common Stock being issued in connection with the Merger on The NASDAQ Capital Market at or prior to the Effective Time are conditions to the closing of the Merger. Fr8Hub has agreed to cooperate with Purchaser to furnish to Purchaser all information concerning Fr8Hub and its stockholders that may be required or reasonably requested in connection with NASDAQ listing. If such approvals are obtained, Hudson anticipates that the Combined Company’s common stock will be listed on NASDAQ under the trading symbol “FRGT” following the Closing of the Merger.

Anticipated Accounting Treatment

The Merger is expected to be treated by Hudson as a reverse merger and accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). For accounting purposes, Fr8Hub is considered to be acquiring Hudson in the Merger.

Appraisal Rights and Dissenters’ Rights

The BVI Act provides that any shareholder of Hudson is entitled to payment of the fair value of his shares upon dissenting from a merger, unless Hudson is the surviving company of the merger and the shareholder continues to hold the same or similar shares. The following is a summary of the position in respect of dissenters rights in the event of a merger under the BVI Act.

A dissenter is in most circumstances required to give to Hudson written objection to the merger, which must include a statement that the dissenter proposes to demand payment for his shares if the merger takes place. This written objection must be given before the meeting of shareholders at which the merger is submitted to a vote, or at the meeting but before the vote. However, no objection is required from a shareholder to whom Hudson did not give notice of the meeting of shareholders or where the proposed merger is authorized by written consent of the shareholders without a meeting.

Within 20 days immediately following the written consent, or the meeting at which the merger was approved, Hudson shall give written notice of the consent or resolution to each shareholder who gave written objection or from whom written objection was not required, except those shareholders who voted for, or consented in writing to, the proposed merger.

A shareholder to whom Hudson was required to give notice who elects to dissent shall, within 20 days immediately following the date on which the copy of the plan of merger or an outline of the merger is given to him, give to Hudson a written notice of his decision to elect to dissent, stating:

Upon the giving of a notice of election to dissent, the dissenter ceases to have any of the rights of a shareholder except the right to be paid the fair value of his shares, and the right to institute proceedings to obtain relief on the ground that the action is illegal.

Hudson shall make a written offer to each dissenter to purchase his shares at a specified price that Hudson determines to be their fair value. Such offer must be given within 7 days immediately following the date of the expiration of the period within which shareholders may give their notices of election to dissent, or within 7 days immediately following the date on which the merger is put into effect, whichever is later.

If Hudson and the dissenter fail, within 30 days immediately following the date on which the offer is made, to agree on the price to be paid for the shares owned by the dissenter, then within 20 days:

Fr8Hub stockholders are entitled to appraisal rights in connection with the Merger under the DGCL.

Comparison of Stockholder Rights

Hudson is incorporated under the laws of the BVI, and Purchaser is incorporated under the laws of the State of Delaware. If the Redomestication Merger is completed, Hudson shareholders will become stockholders of Purchaser, and their rights will be governed by the DGCL, the bylaws of Purchaser and, the Amended and Restated COI of Purchaser. The rights of Hudson shareholders contained in the memorandum and articles of association of Hudson differ from the rights under the DGCL as more fully described under the section titled “Proposal 2 – The Redomestication Merger Proposal – Significant Differences between the Corporation Laws of the BVI and Delaware.in Shareholder Rights.”

SUMMARY SELECTED FINANCIAL DATA of Hudson

The following table summarizes Hudson’s financial data. Hudson has derived the following statements of operations data and balance sheets data for the years ended December 31, 2019 and 2018 from its audited financial statements, and six months period ended June 30, 2020 and 2019 from its unaudited consolidatedaudited financial statements included elsewhere in this proxy statement/prospectus. Hudson’s historical results are not necessarily indicative of the results that may be expected in the future. The following summary financial data should be read in conjunction with “Hudson’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and its audited and unaudited financial statements and related notes included elsewhere in this proxy statement/prospectus. Numbers in the following tables are in U.S. dollars.

STATEMENTS OF OPERATIONS DATA: