0000924805
true
This Amendment No. 1 to Form 8-K (the "Amendment No. 1") is being filed as an amendment to the Current Report on Form 8-K filed by Freedom Holding Corp. (the "Company") on August 3, 2020 (the "Original 8-K") with the Securities and Exchange Commission. The Original 8-K was filed to disclose that Freedom Finance JSC, a Company subsidiary (the "Buyer"), had entered into the Bank Kassa Nova JSC Ordinary Share Purchase and Sale Agreement dated July 29, 2020 to acquire all of the issued and outstanding ordinary shares of Bank Kassa Nova JSC, subject to certain closing conditions, including approval of all required regulatory approvals and entry into certain other agreements between the parties including a Preferred Shares Sale and Purchase Agreement of Bank Kassa Nova JSC, (the "Preferred Shares SPA") with Mr. Bulat Zhamitovich Utemuratov, the owner of the Preferred Shares ("Utemuratov"). A form of the proposed Preferred Shares SPA was filed as Exhibit 2.02 to the Original 8-K. The purpose of this Amendment No. 1 is to report that that the Preferred Shares SPA, dated September 17, 2020, has been executed by the parties and to file a copy of the executed Preferred Shares SPA as Exhibit 2.02 to this Amendment No. 1.
0000924805
2020-09-17
2020-09-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): September 17,
2020
FREEDOM
HOLDING CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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(State
or other jurisdiction of incorporation)
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Commission
File
Number)
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(IRS
Employer
Identification
No.)
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77/7 Al Farabi Ave., “Esentai Tower” BC, Floor
7, Almaty,
Kazakhstan
050040
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(Address
of principal executive offices) (Zip Code)
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+7 727 311 10
64
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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 class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
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FRHC
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The Nasdaq
Capital Market
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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
This
Amendment No. 1 to Form 8-K (the “Amendment No. 1”) is
being filed as an amendment to the Current Report on Form 8-K filed
by Freedom Holding Corp. (the “Company”) on August 3,
2020 (the “Original 8-K”) with the Securities and
Exchange Commission. The Original 8-K was filed to disclose that
Freedom Finance JSC, a Company subsidiary (the
“Buyer”), had entered into the Bank Kassa Nova JSC
Ordinary Share Purchase and Sale Agreement dated July 29, 2020 to
acquire all of the issued and outstanding ordinary shares of Bank
Kassa Nova JSC, subject to certain closing conditions, including
approval of all required regulatory approvals and entry into
certain other agreements between the parties including a Preferred
Shares Sale and Purchase Agreement of Bank Kassa Nova JSC, (the
“Preferred Shares SPA”) with Mr. Bulat Zhamitovich
Utemuratov, the owner of the Preferred Shares
(“Utemuratov”). A form of the proposed Preferred Shares
SPA was filed as Exhibit 2.02 to the Original 8-K. The purpose of
this Amendment No. 1 is to report that that the Preferred Shares
SPA, dated September 17, 2020, has been executed by the parties and
to file a copy of the executed Preferred Shares SPA as Exhibit 2.02
to this Amendment No. 1.
Other
than as described herein, this Amendment No. 1 does not reflect
events that may have occurred subsequent to the date of the
Original 8-K and does not otherwise modify or update disclosures
made in the Original 8-K, which is incorporated by reference
herein.
Item 1.01 Entry into a Material Definitive Agreement
The
Buyer and Utemuratov have entered into the Preferred Shares SPA,
dated September 17, 2020. Closing of the Preferred Shares SPA is
subject to the conditions to closing described in the Original 8-K.
The Preferred Shares SPA is written in Russian and Kazakh, an
English translation of which is filed as Exhibit 2.02 to this
Amendment No. 1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No.
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Exhibit Description
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Preferred
Shares Sale and Purchase Agreement of Bank Kassa Nova Joint-Stock
Company (Subsidiary Bank of ForteBank Joint-Stock Company), dated
September 17, 2020, by and between Mr. Bulat Zhamitovich Utemuratov
and Freedom Finance JSC(1)(2)(3)
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(1)
This exhibit is an
English translation of a foreign language document. FRHC hereby
agrees to furnish supplementally to the SEC, upon request, a copy
of the foreign language document.
(2)
The schedules to
this Exhibit have been omitted in accordance with Regulation S-K
Item 601(b)(2). FRHC agrees to furnish supplementally a copy of any
omitted schedule to the SEC upon request.
(3)
Certain portions of
this exhibit (indicated by “[***]”) have been omitted
in accordance with Regulation S-K Item 601(a)(6).
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.
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FREEDOM HOLDING
CORP.
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Date:
September 23, 2020
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By:
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/s/
Evgeniy Ler
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Evgeniy
Ler
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Chief
Financial Officer
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