Freight Technologies, Inc. (NASDAQ: FRGT), a cross-border Mexico-US trucking and logistics company with a crypto treasury overlay, is drawing trader attention — and its share structure tells a story that has almost nothing to do with freight.

The Core Number

The company has 614,783 ordinary shares outstanding and a public float — the portion available for open-market trading — of roughly 566,767 shares. Sitting beneath that microscopic float is a preferred-stock stack of approximately 20 million shares, including 4.25 million Series A4 preferred and 13.8 million Series B preferred. The preferred block alone is roughly 35 times the entire tradeable float.

How the Preferred Converts

The Series A4 preferred converts into ordinary shares at the holder's option at a price equal to the lowest daily VWAP — the volume-weighted average price — over the seven trading days before conversion. That is a floating-rate mechanism: the lower the stock goes, the more ordinary shares each preferred share produces. The conversion-price floor, the minimum price that would cap share creation, is never disclosed in any public filing. The Series B conversion ratio is also undisclosed. Together, those omissions make it impossible for any outside observer to calculate a bounded fully diluted share count.

Preferred shares are explicitly exempt from reverse splits prior to conversion. That detail matters enormously.

The Reverse-Split Cycle

FRGT has executed eight reverse splits since 2020, three within the last fifteen months alone. The cumulative compression is approximately 1,375,000 ordinary shares reduced to one. Each split shrinks the ordinary base while leaving the preferred claims intact, mechanically enlarging the preferred holders' proportional ownership. It is a structural ratchet: split, convert, dilute, repeat.

Additional Overhang

Beyond the preferred stack, $18 million of undrawn capacity remains on a senior secured convertible note facility dated April 2025. Those notes convert into Series A4 preferred, which then converts into ordinary shares at the same floating VWAP formula. At recent levels, that $18 million represents roughly 9.8 million potential ordinary shares — about 17 times the current float.

A separate warrant block of 28.1 million shares (split-adjusted to roughly 5.6 million) carries a weighted-average exercise price far above the current stock level and is deeply out of the money. But these warrants contain full-ratchet anti-dilution protection — meaning any new issuance at a lower price resets both their strike price and share count downward. That mechanism already fired once, multiplying the warrant count 6.7 times in six months.

Authorization and Cadence

The company's articles authorize an unlimited number of ordinary shares and an unlimited number of blank-check preferred shares. No shareholder vote is required to issue more. In 2025 alone, at least six separate financings closed, raising roughly $11.7 million in gross proceeds — more than ten times the company's current $1.1 million market capitalization.

Dilution Risk Grade: 9 out of 10

The score reflects maximum readings on convertible/preferred risk, recent issuance activity, and historical pattern. The only component that scores below the ceiling is the warrant overhang, currently out of the money — though its demonstrated ratchet behavior keeps it from scoring as benign.

The total pending overhang from all sources — preferred conversions, undrawn convertible notes, warrants, remaining ATM capacity, and shelf availability — represents approximately 2,777% of the current float.