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

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 27, 2023

FREEDOM HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada001-3303430-0233726
(State or other jurisdiction of incorporation)
Commission
File Number)
(IRS Employer
Identification No.)
“Esentai Tower” BC, Floor 7, 77/7 Al Farabi Ave., Almaty, Kazakhstan
(Address of principal executive offices)
050040
(Zip code)
 +7 727 311 10 64
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareFRHC
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicated 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 13(a) of the Exchange Act. ☐




Explanatory Note

As described in the Current Report on Form 8-K of Freedom Holding Corp. (the “Company”) originally filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2023 (the “Original Form 8-K), the sale of 100% of the share capital of the Company’s Russian subsidiary, Investment Company Freedom Finance LLC (“Freedom RU”), together with Freedom RU’s subsidiary, FFIN Bank LLC (the “Disposal Group”), was completed on February 27, 2023. On April 26, 2023, the Company filed a Form 10-K/A (the “Form 10-K/A”) to correct certain errors in its Annual Report on Form 10-K for the fiscal year ended March 31, 2022, as originally filed on May 21, 2022. The Form 10-K/A presents the Disposal Group as discontinued operations. This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") amends and restates in its entirety Item 9.01(b) of the Original Form 8-K to include the pro forma financial information of the Company required by Item 9.01(b) showing the effects of the disposition as if it had occurred on April 1, 2019. The remainder of the Original Form 8-K is not hereby amended. The pro forma financial information is being furnished solely to comply with the requirements of the Original Form 8-K, and it is consistent with the audited financial statements included in the Form 10-K/A.



Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The following unaudited pro forma financial statements comprising the Unaudited Consolidated Statement of Operations and Other Comprehensive Income of the Company for the fiscal years ended March 31, 2022, 2021 and 2020, and the related notes thereto, were derived from the Company’s historical consolidated financial statements. These pro forma financial statements may not necessarily reflect what the Company’s results of operations would have been had the disposition occurred during the periods presented in the pro forma financial statements or what the Company’s results of operations will be in the future.

In accordance with Article 11 of Regulation S-X under the Securities Act of 1933, a pro forma balance sheet has not been filed because the disposition is already reflected in the historical balance sheet of the Company as at December 31, 2022 that has been filed with the SEC, and a pro forma statement of comprehensive income for the nine months ended December 31, 2022 has not been filed because the historical statement of comprehensive income for such period that has been filed with the SEC reflects the transaction for the entire period.

The pro forma financial information included below was extracted without material modifications from the tables included in Note 3 to the consolidated financial statements included in the Form 10-K/A. The pro forma financial information should be read in conjunction with the audited financial statements included in the Form 10-K/A.
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Year ended March 31, 2022
HistoricalDisposition of Freedom RU and Freedom Bank RUPro Forma
Revenue:
Fee and commission income$417,774 $(82,330)$335,444 
Net gain on trading securities77,671 78,674 156,345 
Interest income105,965 (15,812)90,153 
Net loss on foreign exchange operations(37,693)39,672 1,979 
Net gain on derivative946 — 946 
TOTAL REVENUE, NET564,663 20,204 584,867 
Expense:
Fee and commission expense81,231 (7,988)73,243 
Interest expense75,899 (10,450)65,449 
Operating expense161,593 (73,029)88,564 
Provision for impairment losses2,985 (779)2,206 
Other expense, net6,061 (4,749)1,312 
TOTAL EXPENSE327,769 (96,995)230,774 
INCOME BEFORE INCOME TAX236,894 117,199 354,093 
Income tax expense(25,525)(13,004)(38,529)
NET INCOME FROM CONTINUING OPERATIONS 211,369 104,195 315,564 
Less: Net loss from continuing operations attributable to non-controlling interest in subsidiary(6,566)— (6,566)
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS$217,935 $104,195 $322,130 
EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE (In U.S. dollars):
Earnings from continuing operations per common share - basic3.67 1.75 5.43 
Earnings from continuing operations per common share - diluted3.67 1.75 5.43 
Weighted average number of shares (basic and diluted)59,378,207 — 59,378,207 
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Year ended March 31, 2021
HistoricalDisposition of Freedom RU and Freedom Bank RUPro Forma
Revenue:
Fee and commission income$268,776 $(52,780)$215,996 
Net gain on trading securities46,186 (20,275)25,911 
Interest income34,036 (11,221)22,815 
Net gain on foreign exchange operations3,428 (2,285)1,143 
Net gain on derivative125 (39)86 
TOTAL REVENUE, NET352,551 (86,600)265,951 
Expense:
Fee and commission expense73,100 (7,122)65,978 
Interest expense27,366 (8,760)18,606 
Operating expense77,434 (41,981)35,453 
Provision for impairment losses1,561 (44)1,517 
Other expense/(income), net68 (174)(106)
TOTAL EXPENSE179,529 (58,081)121,448 
INCOME BEFORE INCOME TAX173,022 (28,519)144,503 
Income tax expense(30,098)6,736 (23,362)
NET INCOME FROM CONTINUING OPERATIONS142,924 (21,783)121,141 
Less: Net income from continuing operations attributable to non-controlling interest in subsidiary631 — 631 
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS$142,293 $(21,783)$120,510 
EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE (In U.S. dollars):
Earnings from continuing operations per common share - basic2.44 (0.37)2.06 
Earnings from continuing operations per common share - diluted2.43 (0.37)2.06 
Weighted average number of shares (basic)58,388,445 — 58,388,445 
Weighted average number of shares (diluted)58,442,921 — 58,442,921 
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Year ended March 31, 2020
HistoricalDisposition of Freedom RU and Freedom Bank RUPro Forma
Revenue:
Fee and commission income$87,473 $(26,281)$61,192 
Net gain on trading securities14,923 (6,591)8,332 
Interest income17,329 (3,748)13,581 
Net gain/(loss) on foreign exchange operations2,315 (2,027)288 
Net loss on derivative(138)138 — 
TOTAL REVENUE, NET121,902 (38,509)83,393 
Expense:
Fee and commission expense21,936 (2,521)19,415 
Interest expense12,399 (2,199)10,200 
Operating expense59,990 (34,312)25,678 
Provision for impairment recoveries(1,164)(90)(1,254)
Other expense, net609 (346)263 
TOTAL EXPENSE93,770 (39,468)54,302 
INCOME BEFORE INCOME TAX28,132 959 29,091 
Income tax expense(6,002)1,069 (4,933)
NET INCOME FROM CONTINUING OPERATIONS22,130 2,028 24,158 
Less: Net loss from continuing operations attributable to non-controlling interest in subsidiary(2,707)— (2,707)
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS$24,837 $2,028 $26,865 
EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE (In U.S. dollars):
Earnings from continuing operations per common share - basic0.43 0.03 0.46 
Earnings from continuing operations per common share - diluted0.43 0.03 0.46 
Weighted average number of shares (basic)58,163,691 — 58,163,691 
Weighted average number of shares (diluted)58,251,588 — 58,251,588 


(d)    Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed with the Original Form 8-K.
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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FREEDOM HOLDING CORP.
Date: May 24, 2023
By:/s/ Evgeniy Ler
Evgeniy Ler
Chief Financial Officer

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