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2020-12-21
2020-12-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): December 21,
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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“Esentai Tower” BC, Floor 7, 77/7 Al Farabi
Ave., Almaty,
Kazakhstan
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(Address
of principal executive offices)
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050040
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(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. ☐
Item 7.01
Regulation FD Disclosure
On
December 21, 2020, Freedom Holding Corp., (the
“Company”) issued a press release announcing that the
Financial Industry Regulatory Authority (“FINRA”) has
approved the continuing membership application filed by Prime
Executions, Inc. (“Prime Executions”), a Delaware
corporation, that will permit the Company to complete the
acquisition of Prime Executions. The transaction is expected to
close by the first week of January 2021. Prime Executions is a
broker dealer registered with the U.S. Securities and Exchange
Commission and member of the New York Stock Exchange where it acts
as an agency only broker dealer operating from the floor of the
exchange. It is also a member of NASDAQ, FINRA and SIPC. A copy of
the press release is attached to this report as Exhibit 99.01. The
press release can also be viewed at the Company’s website
www.freedomholdingcorp.com.
The
information furnished under this Item 7.01, including Exhibit
99.01, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by reference to
such filing.
Cautionary Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K and the press release attached hereto as
Exhibit 99.01 contain “forward-looking” statements. All
forward-looking statements are subject to uncertainty and changes
in circumstances. Forward-looking statements are not guarantees of
future results or performance and involve risks, assumptions and
uncertainties that could cause actual events or results to differ
materially from the events or results described in, or anticipated
by, the forward-looking statements. Factors that could materially
affect such forward-looking statements include completion of
certain conditions to closing, economic, business and regulatory
risks and other factors identified in the Company’s periodic
and current reports filed with the Securities and Exchange
Commission. All forward-looking statements are made only as of the
date of this Current Report on Form 8-K and the Company assumes no
obligation to update forward-looking statements to reflect
subsequent events or circumstances. Readers should not place undue
reliance on these forward-looking statements.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
The following exhibit is furnished with the report:
Exhibit Number
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Description
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Press
Release dated December 21, 2020
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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.
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FREEDOM HOLDING CORP.
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|
|
|
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Date:
December 21, 2020
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By:
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/s/
Adam Cook
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Adam
Cook
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Corporate
Secretary
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