0000924805
true
EXPLANATORY NOTE
As previously reported under Item 2.01 of the Current Report on Form 8-K filed by Freedom Holding Corp. ("FRHC") on December 28, 2020, FRHC completed its acquisition of all of the issued and outstanding ordinary shares, preferred shares and outstanding subordinated loans of Bank Kassa Nova JSC, now known as Bank Freedom Finance Kazakhstan JSC, a joint stock company incorporated in the Republic of Kazakhstan ("Bank"). The acquisitions of the ordinary shares, preferred shares and subordinated loans are collectively referred to herein as the "Bank Acquisition". The results of the Bank have been included in FRHC's consolidated financial statements since the date of the Bank Acquisition.
This Amended Current Report on Form 8-K/A amends the original Current Report on Form 8-K to provide the historical financial statements of the Bank required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b) of Form 8-K.
0000924805
2020-12-28
2020-12-28
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): December 28,
2020
FREEDOM
HOLDING CORP.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
001-33034
|
|
30-0233726
|
(State
or other jurisdiction of incorporation)
|
|
Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
77/7 Al Farabi Ave., “Esentai Tower” BC, Floor
7, Almaty,
Kazakhstan
050040
|
(Address
of principal executive offices) (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 class
|
|
Trading
Symbol(s)
|
|
Name of
each exchange on which registered
|
Common
|
|
FRHC
|
|
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. ☐
EXPLANTORY NOTE
As
previously reported under Item 2.01 of the Current Report on Form
8-K filed by Freedom Holding Corp. (“FRHC”) with the
Securities and Exchange Commission (the “Commission”)
on December 29, 2020, FRHC completed its acquisition of all of the
issued and outstanding ordinary shares, preferred shares and
outstanding subordinated loans of Bank Kassa Nova JSC, now known as
Bank Freedom Finance Kazakhstan JSC, a joint stock company
incorporated in the Republic of Kazakhstan (“Bank”) on
December 28, 2020. The acquisitions of the ordinary shares,
preferred shares and subordinated loans are collectively referred
to herein as the “Bank Acquisition.” The results of the
Bank were included in FRHC’s consolidated financial
statements for the nine months ended December 31,
2020.
In
connection with FRHC’s acquisition of the Bank, FRHC is
required under Item 9.01 to file with the Commission in this
Amended Current on Form 8-K/A-1 (the “Amended 8-K”) (i)
audited financial statements of the Bank for the years ended
December 31, 2019 and 2018 prepared in accordance with accounting
standards required by Commission rules (“Audited
Financials”), (ii) interim unaudited financial statements of
the Bank for the six months ended June 30, 2020 (“Interim
Financials”), and (iii) pro forma financial information
(“Pro Formas”). The Interim Financials and the Pro
Formas are filed with and incorporated by reference in this Amended
8-K.
The
financial statements of the Bank for the fiscal year ended December
31, 2019, were audited by Ernst & Young in accordance with
International Standards of Auditing (“ISA”) and filed
with Kazakhstani regulatory bodies and are publicly available. The
financial statements of the Bank for the fiscal years ended
December 31, 2019 and 2018, filed with and incorporated by
reference in this Amended 8-K (“Annual Financials”) do
not comply with the requirements of Item 9.01 because they were not
audited in accordance with generally accepted auditing standards in
the United States (“GAAS”) or auditing standards
established by the PCAOB as required by Commission rules and do not
include an audit report and are therefore, deemed unaudited. As the
Bank and FRHC relied on the Annual Financials when preparing the
Interim Financials and the Pro Formas, respectively, the Interim
Financials and Pro Formas filed with this Amended 8-K may also
require revision after the Annual Financials are conformed to GAAS
or auditing standards established by the PCAOB.
The Bank requires additional time to complete the
audit of its Annual Financials. While FRHC cannot be certain of the
timing of the audit process, FRHC, the Bank and Ernst & Young
are working to complete the audit in accordance with the auditing
standards required by Commission rules as quickly as possible. FRHC
will file an amendment to this Amended 8-K providing Audited
Financials, as well as revised Interim Financials and Pro Formas,
as necessary, as quickly as reasonably practicable and is targeting
submission of such amendment within four to six weeks. FRHC also
anticipates filing the required consent of Ernst & Young
pertaining to those financial statements with that amendment.
Currently, the Company does not expect the Annual Financials,
Interim Financials and Pro Formas (collectively the
“Incorporated Financial Information”) to change
materially in connection with conforming them to the
applicable auditing standard but
cannot give complete assurance this will be the case. Readers
should use due caution when using or evaluating the Incorporated
Financial Information for any purpose. This Amended 8-K amends the
original Current Report on Form 8-K to provide the Incorporated
Financial Information.
Special Note About Forward-Looking Statements
This
Amended 8-K contains “forward-looking” statements,
including statements regarding the Bank Acquisition and the time
when FRHC anticipates filing an amendment to this Amended Report
providing financial statements and financial information that
comply with the requirements of Item 9.01. 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 delays in: (i) completion
of the Audited Financials; (ii) preparation of any required
revisions to the Interim Financials or Pro Formas; (iii) receipt of
the required consent of Ernst &
Young; and (iv) preparation and filing of an amendment to
this Amended 8-K to file such information with the Commission,
possible changes to the Incorporated Financial Information as a
result of conforming them to the applicable auditing standard,
potential adverse reactions or changes to business or employee
relationships, responses of competitors in reaction to the Bank
Acquisition, FRHC’s ability to successful integrate the
Bank’s operations with its existing business and operations,
the impact of changes to the Bank’s business focus
post-acquisition, the ability to realize anticipated synergies
following the Bank Acquisition, uncertainty of anticipated results
of operations of the combined entity post-acquisition, as well as
economic, business and regulatory risks and other factors
identified in FRHC’s periodic and current reports filed with
the Commission. All forward-looking statements are made only as of
the date of this Amended 8-K and FRHC 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.
Financial Statements and Exhibits Acquired
(a)
Financial
Statements of Businesses Acquired
(i)
Unaudited
consolidated financial statements of “Bank Kassa Nova”
JSC (SB of “ForteBank” JSC) as of December 31, 2019 and
2018, and for the years then ended are included as Exhibit 99.01 to
this Amended Current Report on Form 8-K/A and incorporated by
reference herein.
(ii)
The unaudited
interim condensed consolidated financial statements of “Bank
Kassa Nova” JSC (SB of “ForteBank” JSC) as of
June 30, 2020 and for the six months ended June 30, 2020, are
included as Exhibit 99.02 to this Amended Current Report on Form
8-K/A and are incorporated by reference herein.
(b)
Pro
Forma Financial Information
(i)
The unaudited pro
forma combined condensed consolidated financial statements of FRHC
and the Bank with respect to the six months ended September 30,
2020, are included as Exhibit 99.03 to this Amended Current Report
on Form 8-K/A and are incorporated by reference
herein.
Exhibits
Exhibit No.
|
|
Exhibit Description
|
|
|
Unaudited
consolidated financial statements of “Bank Kassa Nova”
JSC (SB of “ForteBank” JSC) as of December 31, 2019 and
2018 and for the years then ended
|
|
|
Unaudited
interim condensed consolidated financial statements of “Bank
Kassa Nova” JSC (SB of “ForteBank” JSC) as
of June 30, 2020 and for the six months ended June 30,
2020
|
|
|
Unaudited
Pro Forma Condensed Combined Financial Information for the six
months ended September 30, 2020 and the year ended March 31,
2020
|
104
|
|
Cover
Page Interactive Data File (formatted as Inline XBRL)
|
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:
March 16, 2021
|
By:
|
/s/
Evgeniy Ler
|
|
|
Evgeniy
Ler
|
|
|
Chief
Financial Officer
|