Hudson Capital Inc. (NASDAQ: HUSN) (“Hudson Capital” or the
“Company”) announced that it received written notification on May
13, 2021, from The Nasdaq Stock Market LLC that it no longer meets
Listing Rule 5550(b)(1).
Listing Rule 5550(b)(1) requires Hudson Capital
to maintain a minimum $2,500,000 in stockholders’ equity for
continued listing. The Company reported in its last annual report
Form 20-F for the period ended December 31, 2021 that its
stockholders’ equity was $631,145. Under the Nasdaq Rules, the
Company has 45 calendar days (no later than June 28, 2021) to
submit a plan to regain compliance. If its plan is accepted, the
Company will be granted an extension of up to 180 calendar days
from the date of this letter to evidence compliance.
As previously announced, Hudson Capital signed a
definitive Merger Agreement with FreightHub, Inc. (“Fr8Hub”), a
North American transportation logistics technology platform company
focused on US-Mexico cross-border shipping. A Registration
Statement on Form S-4 containing a proxy statement/prospectus that
will be used to solicit shareholder approval of the transaction and
other proposals was previously filed, and has recently been amended
and filed on May [18], 2021, with the SEC. The Company believes
that the merger with Fr8Hub, if approved, will enable the Company
to regain compliance with Nasdaq Listing Rule 5550(b)(1). The
Company intends to include the details of the proposed transaction
with Fr8Hub as part of its plan to regain compliance.
About FreightHub,
Inc.FreightHub, Inc. (Fr8Hub) makes shipping simple,
transparent, and efficient. A transportation logistics platform
company, Fr8Hub focuses on truckload freight for domestic and
cross-border markets in Mexico, the US and Canada. As an innovative
digital freight marketplace, broker, transportation management
system (TMS) and public API, Fr8Hub uses its proprietary technology
platform to connect carriers and shippers that significantly
improves matching and operation efficiency via 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 Financial Services Inc. (NASDAQ:
HUSN)) commenced its business by providing financial advisory
services to small and medium size companies. The traditional
business segments include commercial payment advisory, intermediary
bank loan advisory and international corporate financing advisory
services which 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 at
www.sec.gov.
Important Information About the Proposed
Merger Transaction and Where to Find It
In connection with the proposed merger, Hudson
Capital intends to file relevant materials with the Securities and
Exchange Commission (the “SEC”), including a Registration Statement
on Form S-4 (the “Form S-4”) which was filed with the SEC on
November 12, 2020, as amended on December 31, 2020, February
8, 2021 and May [18], 2021, and includes and serves as a proxy
statement/prospectus for Hudson Capital’s shareholders and a
prospectus for Fr8Hub’s stockholders. Promptly after the Form S-4
is declared effective by the SEC, Hudson Capital will mail the
definitive proxy statement/prospectus and a proxy card to each
shareholder entitled to vote at the special meeting on the merger
and the other proposals set forth in the proxy statement.
SHAREHOLDERS OF HUDSON CAPITAL ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT HUDSON
CAPITAL WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDSON CAPITAL,
FREIGHTHUB AND THE MERGER. The definitive proxy
statement/prospectus and other relevant materials in connection
with the merger (when they become available), and any other
documents filed 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 the solicitation of proxies
from Hudson Capital’s shareholders with respect to the merger. A
list of the names of those directors and executive officers and a
description of their interests in Hudson Capital are included in
the prospectus/proxy statement for the proposed merger and are
available at www.sec.gov. Additional information regarding the
interests of such participants will be contained in the
prospectus/proxy statement for the proposed merger when available.
Information about Hudson Capital’s directors and executive officers
and their ownership of ordinary shares of Hudson Capital is set
forth in Hudson Capital’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission on May 5, 2021. These documents
can be obtained free of charge from the sources indicated
above.
Fr8Hub and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the shareholders of Hudson Capital in connection with
the proposed merger. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed merger are included in the prospectus/proxy statement for
the proposed merger, and are available at www.sec.gov.
Forward Looking StatementsThis
press release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Hudson Capital’s
and Fr8Hub’s actual results may differ from their expectations,
estimates, and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Hudson Capital’s and Fr8Hub’s expectations with respect
to future performance and anticipated financial impacts of the
proposed acquisition, the satisfaction of the closing conditions to
the proposed acquisition, and the timing of the completion of the
proposed acquisition.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside
Hudson Capital’s and Fr8Hub’s control and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
definitive merger agreement (the “Agreement”); (2) the outcome of
any legal proceedings that may be instituted against Hudson Capital
or Fr8Hub following the announcement of the Agreement and the
transactions contemplated therein; (3) the inability to complete
the proposed acquisition, including due to failure to obtain
approval of the shareholders of Hudson Capital and stockholders of
Fr8Hub, certain regulatory approvals, or satisfy other conditions
to closing in the Agreement; (4) the occurrence of any event,
change, or other circumstance that could give rise to the
termination of the Agreement or could otherwise cause the
transaction to fail to close; (5) the impact of COVID-19 pandemic
on Fr8Hub’s business and/or the ability of the parties to complete
the proposed acquisition; (6) the inability to obtain or maintain
the listing of Hudson Capital’s shares of common stock on Nasdaq
following the proposed merger; (7) the risk that the proposed
acquisition disrupts current plans and operations as a result of
the announcement and consummation of the proposed merger; (8) the
ability to recognize the anticipated benefits of the proposed
merger, which may be affected by, among other things, competition,
the ability of Fr8Hub to grow and manage growth profitably, and
retain its key employees; (9) costs related to the proposed merger;
(10) changes in applicable laws or regulations; (11) the
possibility that Hudson Capital or Fr8Hub may be adversely affected
by other economic, business, and/or competitive factors; (12) risks
relating to the uncertainty of the projected financial information
with respect to Fr8Hub; (13) risks related to the organic and
inorganic growth of Fr8Hub’s business and the timing of expected
business milestones; and (14) other risks and uncertainties
indicated from time to time in the prospectus/proxy statement on
the Form S-4, relating to the proposed merger, including those
under “Risk Factors” therein, to be filed by Hudson Capital and in
Hudson Capital’s other filings with the SEC. Hudson Capital
cautions that the foregoing list of factors is not exclusive.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Hudson Capital and Fr8Hub caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Hudson Capital
and Fr8Hub do not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any
change in events, conditions, or circumstances on which any such
statement is based.
No Offer or SolicitationThis
press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed merger. This press release shall also not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Fr8Hub Contact:Moriah Shilton
or Kirsten Chapman, LHA Investor Relations, fr8hub@lhai.com,
415.433.3777
Hudson Capital Contact:Hon Man
Yun, Chief Financial Officer, man@hudsoncapitalusa.com, (852)
98047102
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