Freight Technologies, Inc. (NASDAQ: FRGT), the AI‑driven logistics platform known as Fr8Tech, is doubling down on its artificial intelligence strategy and reshaping its balance sheet after a dramatic stock surge.
On Thursday, the company announced a multi‑year AI services agreement with Fetch Compute (Fetch AI), detailed a new $1 million senior convertible note financing, and unwound a prior $5.2 million FET token deal – all just one day after the commercial launch of its new AI pricing and carrier‑matching platform, Zayren. [1]
The moves cap a whirlwind 48 hours that have sent FRGT shares swinging wildly, with intraday gains of more than 70% on Wednesday and massive trading volume continuing into Thursday. [2]
Key Takeaways
- New AI services deal: Fr8Tech signs a three‑year, multi‑year services agreement with Fetch Compute to use its ASI‑1 large language models and developer tools for logistics‑focused AI agents. [3]
- Balance‑sheet reset with Fetch: The company cancels 2.31 million Series A4 preferred shares linked to an April FET token deal, returns 11.3 million FET tokens, and pays $880,000 in cash as part of a new Transfer and Cancellation Agreement. [4]
- New funding: Freight Technologies issues $1 million in senior convertible promissory notes (sold for $900,000) with a 10% coupon and $0.90 conversion price, maturing in November 2027. [5]
- Equity issued for AI services: Fetch will receive 475,000 ordinary shares plus a pre‑funded warrant for 911,747 additional shares as compensation for AI platform access and up to $1.5 million in network usage credits. [6]
- Zayren at the center: The announcements follow the November 19 commercial launch of Zayren, an AI‑powered pricing and carrier‑matching platform aimed at U.S.–Mexico cross‑border and domestic freight, which triggered a massive move in the stock. [7]
Multi‑Year Fetch AI Agreement to Power “Agentic” Logistics
In its November 20 press release, Freight Technologies said it has entered a multi‑year service agreement with Fetch Compute, Inc. (“Fetch AI”) to access the ASI‑1 LLM platform and developer tool suite. The goal: accelerate Fr8Tech’s roadmap for logistics‑focused AI agents that can automate large parts of cross‑border trucking operations. [8]
According to the company, the agreement will allow it to:
- Build autonomous task agents that can help manage procurement, scheduling, and exception handling.
- Deploy real‑time, voice‑enabled AI agents to assist shippers, carriers and brokers in day‑to‑day operations.
- Support multi‑agent collaboration, enabling different AI agents to coordinate around freight procurement, route assignments, and real‑time communication among stakeholders. [9]
A related Services Agreement, described in Thursday’s Form 6‑K filing with the SEC, spells out the commercial terms: Fetch will provide ongoing access to the ASI‑1 platform and developer tools plus up to $1.5 million in credits for network and usage fees on the Fetch platform, in exchange for equity‑based compensation from Freight Technologies. [10]
The service agreement has a three‑year term and notably does not involve ongoing cash fees, aside from pre‑approved pass‑through expenses, according to the filing. [11]
Reversing the FET Token Deal: From Crypto Treasury to Service‑First Partnership
Today’s filing also reveals a major restructuring of Fr8Tech’s earlier crypto‑themed AI bet.
Back on March 31, 2025, Freight Technologies agreed to purchase approximately $5.2 million worth of FET tokens (the native token of the Fetch.ai network) from Fetch Compute in exchange for 2,311,248 Series A4 preferred shares. The tokens were intended to support a decentralized AI computing strategy tied to the company’s logistics ambitions. [12]
Under the November 19, 2025 Transfer and Cancellation Agreement unveiled today, that structure is effectively unwound: [13]
- Fetch converts 22,104 of those preferred shares into 113,253 ordinary shares of Freight Technologies.
- The remaining 2,289,144 preferred shares are transferred back to the company, eliminating that block of preferred equity from Fetch’s hands.
- Freight Technologies will return the 11,300,000 FET tokens to Fetch and pay $880,000 in cash.
For investors, the transaction has two intertwined implications:
- Capital structure simplification – A large block of Series A4 preferred shares is effectively removed from the market, helping clean up a complex equity stack that has drawn scrutiny all year. [14]
- Strategic pivot – Instead of holding FET tokens directly in a crypto treasury, Fr8Tech is shifting toward a services‑based relationship with Fetch, paying for access to AI infrastructure and development tools in equity and warrants rather than tokens.
The company notes that it is also in the process of amending its Memorandum and Articles of Association to allow mandatory conversion of preferred shares into ordinary shares, with shareholder ratification slated for the December 18, 2025 annual meeting. [15]
$1 Million Senior Convertible Notes: Fresh Capital, Future Dilution
Alongside the Fetch agreements, Freight Technologies disclosed a Securities Purchase Agreement dated November 19, 2025 with institutional buyers for $1,000,000 in senior convertible promissory notes, issued on November 20 at an aggregate purchase price of $900,000. [16]
Key terms from the 6‑K filing: [17]
- Coupon: 10% per year, payable monthly in arrears.
- Maturity: November 20, 2027.
- Conversion price: Initially $0.90 per share, with standard anti‑dilution adjustments and a floor price of $0.14.
- Ranking: Senior to all other unsecured indebtedness (except certain permitted debt), but junior to an earlier note facility dated April 29, 2025.
- Equity issuance: Interest may be paid in ordinary shares, and the notes may be converted into “Conversion Shares” at the holder’s option, subject to ownership caps.
- Ownership limits: Noteholders are restricted from converting into more than 4.99% of outstanding shares, adjustable up to 9.99% with 61 days’ notice.
The company also agreed not to enter into any “dilutive issuances” while the notes remain outstanding, offering some protection to the new lenders – but existing shareholders still face future dilution risk if the notes are converted near or below current market prices. [18]
Equity to Fetch: Pre‑Funded Warrant and Share Issuance
As consideration for the three‑year Services Agreement with Fetch, Freight Technologies will issue: [19]
- 475,000 ordinary shares up front (“Initial Ordinary Shares”), and
- A pre‑funded warrant to purchase 911,747 additional ordinary shares (“Warrant Shares”) at a nominal exercise price.
The pre‑funded warrant:
- Is exercisable immediately, with a five‑year term.
- Includes beneficial ownership caps, preventing Fetch from owning more than 9.99% of outstanding shares without advance notice.
- Limits daily share sales from the Services Agreement to 10% of FRGT’s total Nasdaq trading volume on any given day and prohibits short‑selling by Fetch during the term.
Combined with the 113,253 ordinary shares issued on conversion of a portion of the cancelled preferred stock, Fetch will hold a meaningful but controlled equity stake, while the bulk of its previous preferred position is removed. [20]
Zayren: The AI Engine Behind FRGT’s New Momentum
All of these capital and partnership moves sit on top of Zayren, the AI freight platform Freight Technologies launched on November 19, 2025. [21]
According to the company’s launch announcement, Zayren offers:
- Real‑time freight‑rate predictions for U.S.–Mexico cross‑border and domestic over‑the‑road shipments.
- AI‑powered carrier matching, returning curated lists of vetted carriers plus direct contact details.
- Exclusive early access for users of the company’s Fleet Rocket transportation management system.
- A demo program for shippers and brokers and a 90‑day free trial for carriers onboarding into the Zayren network. [22]
CEO Javier Selgas has framed Zayren as a major step forward for freight procurement and execution in the U.S.–Mexico corridor, combining machine‑learning–based pricing with automated carrier matching to help customers move faster and gain more transparency in a highly volatile market. [23]
Looking ahead, Freight Technologies says its AI Lab is working on voice‑enabled logistics agents slated for rollout in 2026, which will build directly on the Fetch ASI‑1 integration announced today. [24]
Stock Reaction: Extreme Volatility and Record Volume
The launch of Zayren and subsequent agreements with Fetch have pushed FRGT into the spotlight across trading desks, forums and financial news feeds.
- On Wednesday, November 19, multiple outlets reported FRGT climbing more than 70% intraday, with Benzinga citing a price of $1.16, up 74.23% at the time of publication as traders reacted to the Zayren launch. [25]
- Trading volume exploded, with StockAnalysis data showing roughly 278–279 million shares changing hands on both November 19 and November 20 – an enormous figure for a micro‑cap name. [26]
- As of Thursday morning around the time of the AI agreement announcement, FRGT was quoted near $0.98, up about 9% on the day, according to StockAnalysis’ real‑time feed. [27]
Despite the surge, the stock remains deeply down from its 52‑week high near $13.96, with Barchart putting the last price around $0.94 and showing a 52‑week range of roughly $0.62 to $13.96, underscoring the extremely high volatility in the name. [28]
Analyst sentiment also remains cautious. TipRanks notes that the most recent analyst rating on FRGT is “Sell” with a $0.50 price target, citing weak profitability, high leverage and negative technical trends. [29]
Strategic Context: An AI‑First Logistics Platform in a Tough Market
Freight Technologies positions itself as a logistics management innovation company focused on digitizing and automating over‑the‑road freight in the USMCA region, particularly between the U.S. and Mexico. Its product suite includes: [30]
- Fr8App – a B2B cross‑border shipping marketplace.
- Fr8Now – a less‑than‑truckload (LTL) service.
- Fr8Fleet – dedicated capacity for enterprise clients in Mexico.
- Waavely – an ocean freight booking platform.
- Fleet Rocket – a transportation management system (TMS) for brokers and shippers.
In Q1 2025, the company reported improved gross margins (12.4% vs 5.4% a year earlier) and a narrower net loss, but also trimmed its full‑year revenue and margin outlook due to cross‑border trade headwinds and tariff uncertainty. [31]
More recently, Fr8Tech has:
- Launched Fleet Rocket and multiple AI features (like an AI tendering bot). [32]
- Announced new contracts with large shippers, including Amazon Mexico integration and other enterprise customers. [33]
- Used convertible preferred stock and notes, as well as crypto‑linked structures, to raise capital – a strategy that has both funded its AI expansion and contributed to an unusually complex capital structure. [34]
Today’s Fetch agreements and convertible notes fit that pattern: they add critical AI infrastructure and fresh capital, but at the cost of additional share issuance and potential dilution, even as certain preferred shares are cancelled.
What to Watch Next
For readers following Freight Technologies and FRGT, key upcoming milestones include:
- Zayren adoption metrics
- How quickly shippers, brokers and carriers sign up for demos and trials.
- Conversion from trial to paying users, particularly among Fleet Rocket customers. [35]
- Q3 2025 earnings in early December
- Benzinga and other outlets expect Freight Technologies to report Q3 results in early December – the first full update since its AI push accelerated and Zayren went live. [36]
- December 18 shareholder vote on revised charter
- The planned Amended and Restated Memorandum and Articles of Association could further simplify the capital structure by mandating conversion of preferred shares into ordinary shares. [37]
- Execution of Fetch partnership
- Whether Fr8Tech can translate ASI‑1 access and the $1.5 million usage credit into production‑grade agentic logistics applications that go beyond Zayren, including the voice‑enabled agents targeted for 2026. [38]
Bottom Line
Freight Technologies is betting big on AI at every layer of its business – from real‑time freight pricing and carrier matching via Zayren, to future voice agents powered by Fetch’s ASI‑1 platform.
Today’s multi‑year AI agreement, token‑deal unwind and convertible note financing all underscore a company racing to secure the infrastructure and capital it needs, even as its stock trades with the extreme volatility typical of high‑risk micro‑caps.
For now, FRGT sits at the intersection of cutting‑edge logistics technology and aggressive capital markets engineering – an intriguing, but high‑risk, setup that will likely hinge on how quickly Zayren and the broader AI agent roadmap can turn into sustainable revenue rather than just headline‑driven spikes in trading.
Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Always conduct your own research or consult a licensed financial adviser before making investment decisions.
References
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