Hudson Capital Inc. Enters into Definitive Merger Agreement with FreightHub, Inc., a North American Digital Transportation Logistics Platform Company with a Focus on US-Mexico Cross-Border Shipping
FreightHub is a leading digital freight marketplace, broker, and provider of transportationmanagement systems focused on truckload freight · FreightHub expects 100% growth year over year with 2020 annual revenue to bein excess of $9 million · Annual revenue earnout targets: $25 million for 2021, $50 million for 2022 and $100 million for2023 · Existing FreightHub stockholders intend to finance $12 million in connection with the closing ofthe merger · Mike Flinker, FreightHub’s President, brings 30 years of cross-border transportation industryexperience · Conference call to review business combination today at 5:30 am PT/8:30 am ET

Hudson Capital Inc. (NASDAQ: HUSN)(Hudson Capital) has entered into a definitive merger agreement to acquire FreightHub, Inc.(Fr8Hub), a North American transportation logistics platform company focused on US-Mexico crossborder shipping. Existing Fr8Hub shareholders intend to invest $12 million in connection with theclosing of the transaction. The transaction is expected to close in the first quarter of 2021.
Fr8Hub is simplifying domestic and international cross-border shipping through its cloud-basedtransportation logistics platform. The company’s digital freight marketplace, transportationmanagement systems (TMS), public application programming interface (API), and customer supporttools have been designed to maximize efficiency from scheduling to delivery for shippers andcarriers. Fr8Hub’s innovative digital freight matching technology connects shippers with a broadnetwork of reliable carriers and drivers in Mexico, Canada and the United States’ borders. Thecompany’s proprietary platform enables shippers to autonomously manage their own fleet and postloads in the marketplace to minimize dead space and, at the same time, seamlessly integrate withthird-party systems to streamline communication amongst partners. Altogether, Fr8Hub’s mission isto make shipping simple, transparent, and efficient.
Hon Man Yun, Chief Financial Officer of Hudson Capital, stated, “With its differentiated technologyplatform, first mover advantage and extensive management experience and expertise, Fr8Hub iswell positioned to capitalize on the expanding truckload freight industry cross-border between theUnited States and Mexico. After three years of innovative software development, the companybegan selling Fr8Hub 2.0 in earnest in June. Since that time, they have seen extraordinary monthover-month revenue growth.”
With Fr8Hub 2.0 software in place, Fr8Hub’s monthly revenue grew from $247,000 in May 2020 toover $1.0 million in September 2020. With this press release, Fr8Hub management is providing fullyear 2020 revenue guidance to be in excess of $9 million.
Yun added, “Fr8Hub’s President Mike Flinker has more than 30 years of logistics businessexperience with a focus on cross-border and domestic commercial freight. Fr8Hub plans to buildupon its market-leading transportation logistics platform, leveraging its innovative, proprietarytechnology and significant industry expertise.”
Flinker said, “We believe we are the first mover in Mexico to combine a top-tier transportationlogistics platform with an intimate knowledge of over the road cross-border shipping, especially inrelation to the US-Mexico border. Being a publicly traded company will enable us to build a marketleading position serving the $40 billion trucking industry in Mexico. Mexico is now the United States’second largest trading partner, with cross-border trading between the two countries totalingapproximately $429 billion, according to the United States Department of Transportation. As anestablished digital freight marketplace broker, we are well-positioned for growth domestically in bothcountries, beginning in Mexico, where the fragmented industry provides a great opportunity forconsolidation. Additionally, we plan to leverage our technology to expand our shipper TMS to includea carrier fleet management system and last mile solution. These growth initiatives help substantiatethe basis for our revenue earnout targets.”
Fr8Hub has exhibited month-over-month revenue growth while introducing its next generation ofsoftware, Fr8Hub 2.0, and further establishing the company amongst its peers in the digital freightsector, including Uber Freight LLC, Convoy Inc, Transfix, Inc, and NEXT Trucking Inc.
The merger agreement includes a revenue earnout schedule. The following shows the 2020 guidedrevenue and the 2021, 2022, and 2023 revenue earnouts targets:
Consummation of the merger will require approval of the shareholders of both Hudson Capital andFr8Hub and is subject to other customary closing conditions, including the receipt of listing approvalof the post-closing company by The Nasdaq Stock Market, LLC and the completion of the review ofthe Registration Statement on Form S-4 to be filed with the SEC in connection with the proposedmerger.If all requisite approvals are obtained, the transaction , will result in the redomestication of HudsonCapital from the British Virgin Islands to Delaware and the acquisition of Fr8Hub as a wholly-ownedsubsidiary of Hudson Capital.
More About Fr8HubFr8Hub’s online freight marketplace and mobile application give carriers full visibility on all of thecompany’s freight capabilities and gives them the ability to book shipments instantly throughFr8Hub’s app or web-based portal. The company also offers a cloud-based TMS solution to assistwith maximizing the efficiency of transportation operations.
Fr8Hub helps its customers optimize their supply chain, eliminate empty miles on the road, andreduce their carbon footprint, thereby improving profitability and environmental sustainability. Atransformation in the logistics transportation industry is taking place and Fr8Hub offers smartsolutions with its proprietary software creating sustainable alternatives. Companies need to staycompetitive – Fr8Hub’s advanced technology aims to improve customer distribution centers,warehouses, shipping, and transport management.
Founded in 2015, Fr8Hub delivered gross revenue of $4.2 million in 2019 and estimates 2020 togrow more than 100% organically. With 1,700+ carriers (80,000+ trucks) onboarded and 130+shipper clients through September 2020, Fr8Hub has facilitated/completed 7,800+ shipping loads.US headquarters are in Chicago and Mexican headquarters are in Monterrey. As of September 30,2020, Fr8Hub has 68 employees, 52 in Mexico and16 in the United States.
Transaction OverviewImmediately following the closing of the merger, the former Fr8Hub shareholders will holdapproximately 85.7% of the combined company and the shareholders of Hudson Capital will retainownership of approximately 14.3% of the combined company, on a fully diluted basis. Additionally,Fr8Hub will make a cash payment of $1.75 million to Hudson at closing. The Merger Agreementincludes a revenue earnout schedule, based upon Fr8Hub achieving annual revenue thresholds of$25 million, $50 million and $100 million in 2021, 2022, and 2023, respectively. In the event Fr8Hubmeets these annual revenue thresholds, existing Fr8Hub stockholders shall receive (on a pro ratabasis) 3.33% of the issued and outstanding shares of common stock, in the combined company, ona fully-diluted basis as of the last day of the applicable calendar year-end, up to a maximum of10.0% in the aggregate over the three year period. Finally, the current assets and liabilities ofHudson will be spun-off to existing shareholders of Hudson immediately prior to the closing of thetransaction.
Upon completion of the merger, the existing Fr8Hub board will lead the merged company and MikeFlinker will serve as President and Director.
Chardan is acting as exclusive advisor to Fr8Hub on the proposed transaction and Loeb & Loeb LLPis acting as legal counsel. Block Wall Advisors is acting as exclusive advisor to Hudson Capital andSichenzia Ross Ference LLP is acting as legal counsel to Hudson Capital.
The Boards of Directors of each of Hudson Capital and Fr8Hub have unanimously approved thetransaction. The transaction will require the approval of the shareholders of both Hudson Capital andFr8Hub, and is subject to other customary closing conditions, including the receipt of approval fromThe Nasdaq Stock Market, LLC and the completion of the review of the Registration Statement onForm S-4 to be filed with the SEC in connection with the proposed merger. The transaction isexpected to close early in the first quarter of 2021. Additional information about the proposedtransaction, including a copy of the merger agreement and investor presentation, will be provided ina Form 6-K to be filed by Hudson Capital with the Securities and Exchange Commission and will beavailable at www.sec.gov.
Management’s Prepared RemarksHudson Capital and Fr8Hub management will host a conference call with management’s preparedremarks today at 8:30am ET/ 5:30am PT to discuss the proposed business combination. Thewebcast for the call can be accessed from Fr8Hub’s website at www.fr8hub.com. Alternatively, youmay dial the following number up to ten minutes prior to the scheduled conference call time: 1-877-423-9813. International callers should dial 1-201-689-8573. The pass code will be 13711973.
If you are unable to participate in the live call, the webcast will be archived for replay on Fr8Hub’swebsite for one year. In addition, a telephonic replay will be available at 11:30 a.m. Eastern Time onThursday, October 15, 2020, through 11:59 p.m. Eastern Time on Thursday, October 22, 2020. Toaccess the replay, please dial 1-844-512-2921. International callers should dial 1-412-317-6671.The pass code will be 13711973.
About FreightHub, Inc.FreightHub, Inc. (Fr8Hub) makes shipping simple, transparent, and efficient. A transportationlogistics platform company, Fr8Hub focuses on truckload freight for US-Mexico cross-border,domestic Mexico and domestic US. As an established digital freight marketplace, broker,transportation management system (TMS) and public API, Fr8Hub uses its proprietary technologyplatform to connect carriers and shippers and significantly improve matching and operation efficiencyvia innovative technologies such as live pricing and real-time tracking.
About Hudson Capital Inc.Incorporated in 2014, Hudson Capital Inc. (formerly known as China Internet Nationwide FinancialServices Inc. (NASDAQ: HUSN)) commenced its business by providing financial advisory services tosmall and medium size companies. The traditional business segments include commercial paymentadvisory, intermediary bank loan advisory and international corporate financing advisory serviceswhich help clients to meet their commercial payment and investment needs. For more information,about Hudson Capital, please see the documents filed by Hudson Capital with the SEC atwww.sec.gov.
Important Information About the Proposed Merger Transaction and Where to Find ItIn connection with the proposed merger, Hudson Capital intends to file relevant materials with theSecurities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4(the “Form S-4”), which includes and serves as a proxy statement/prospectus for Hudson Capital’sshareholders and a prospectus for Fr8Hub’s stockholders. Promptly after the Form S-4 is declaredeffective by the SEC, Hudson Capital will mail the definitive proxy statement/prospectus and a proxycard to each shareholder entitled to vote at the special meeting on the merger and the otherproposals set forth in the proxy statement. SHAREHOLDERS OF HUDSON CAPITAL ARE URGEDTO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTSTHERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGERTHAT HUDSON CAPITAL WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLEBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDSON CAPITAL,FREIGHTHUB AND THE MERGER. The definitive proxy statement/prospectus and other relevantmaterials in connection with the merger (when they become available), and any other documentsfiled by Hudson Capital with the SEC, may be obtained free of charge at the SEC’s website(www.sec.gov).
Participants in the SolicitationHudson Capital and its directors and executive officers may be deemed participants in thesolicitation of proxies from Hudson Capital’s shareholders with respect to the merger. A list of thenames of those directors and executive officers and a description of their interests in Hudson Capitalwill be included in the prospectus/proxy statement for the proposed merger and be available atwww.sec.gov. Additional information regarding the interests of such participants will be contained inthe prospectus/proxy statement for the proposed merger when available. Information about HudsonCapital’s directors and executive officers and their ownership of ordinary shares of Hudson Capital isset forth in Hudson Capital’s Annual Report on Form 20-F filed with the Securities and ExchangeCommission on June 15, 2020, These documents can be obtained free of charge from the sourcesindicated above.
Fr8Hub and its directors and executive officers may also be deemed to be participants in thsolicitation of proxies from the shareholders of Hudson Capital in connection with the proposedmerger. A list of the names of such directors and executive officers and information regarding theirinterests in the proposed merger will be included in the prospectus/proxy statement for the proposedmerger.
