0000924805
true
This second amended Current Report on Form 8-K/A-2 (the "8-K/A-2") amends 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 (the "Original 8-K"), as amended by the amended Current Report on Form 8-K/A filed by FRHC with the Commission on March 16, 2021 (the "8-K/A-1"). As previously reported in the Original 8-K, FRHC completed its acquisition of "Bank Freedom Finance Kazakhstan" JSC, (formerly known as "Bank Kassa Nova" JSC (SB of "ForteBank" JSC)), a joint stock company incorporated in the Republic of Kazakhstan (the "Bank") on December 28, 2020. The 8-K/A-1 included (i) financial statements of the Bank for the years ended December 31, 2019 and 2018, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, but that were not audited in accordance with auditing standards consistent with Commission rules, (auditing standards generally accepted in the United States ("U.S. GAAS") or auditing standards established by the PCAOB) (the "Unaudited Financials"), (ii) interim unaudited financial statements of the Bank for the six months ended June 30, 2020 (the "Interim Financials"), and (iii) pro forma financial information (the "Pro Formas").
0000924805
2020-12-28
2020-12-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
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.
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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. ☐
EXPLANTORY NOTE
This
second amended Current Report on Form 8-K/A-2 (the
“8-K/A-2”) amends 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 (the “Original 8-K”), as amended by the
amended Current Report on Form 8-K/A filed by FRHC with the
Commission on March 16, 2021 (the “8-K/A-1”). As
previously reported in the Original 8-K, FRHC completed its
acquisition of “Bank Freedom Finance Kazakhstan” JSC,
(formerly known as “Bank Kassa Nova” JSC (SB of
“ForteBank” JSC)), a joint stock company incorporated
in the Republic of Kazakhstan (the “Bank”) on December
28, 2020. The 8-K/A-1 included (i) financial statements of the Bank
for the years ended December 31, 2019 and 2018, prepared in
accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting
Standards Board, but that were not audited in accordance with
auditing standards consistent with Commission rules, (auditing
standards generally accepted in the United States (“U.S.
GAAS”) or auditing standards established by the PCAOB) (the
“Unaudited Financials”), (ii) interim unaudited
financial statements of the Bank for the six months ended June 30,
2020 (the “Interim Financials”), and (iii) pro forma
financial information (the “Pro Formas”).
As
a result of workload and scheduling conflicts with Ernst &
Young LLP, the Company retained SFAI Kazakhstan LLP
(“SFAI”) to audit the Bank’s financial statements
in accordance with U.S. GAAS as required by Commission
rules.
This
8-K/A-2 is being filed to provide (i) financial statements of the
Bank for the fiscal years ended December 31, 2019 and 2018 prepared
in accordance with IFRS and audited in accordance with US GAAS as
required by Commission rules (the “Audited
Financials”), (ii) updated Interim Financials and (iii)
updated the Pro Formas. Other than revisions to reflect the change
of the name of the Bank following its acquisition, there are no
changes to the Interim Financials included in this 8-K/A-2 from
those filed with the 8-K/A-1. Other than revisions to indicate the
Pro Formas were prepared using the Audited Financials rather than
the Unaudited Financials and to insert the full name of the Bank,
there were no changes the Pro Formas included in this 8-K/A-2 from
those filed with the 8-K/A-1.
Changes
from the Unaudited Financials filed with the 8-K/A-1 to the Audited
Financials filed with this 8-K/A-2 were made to (i) reflect the
change in the name of the Bank, (ii) include the Independent
Auditor’s Report of SFAI, (iii) reflect that the Audited
Financials have been audited from the years ended December 31, 2019
and 2018, (iv) remove references to the financial statements as
being “unaudited”, (v) include signatures and
authorization of the Management Board of the Bank, (vi) remove from
Note 2 information regarding a reclassification of the December 31,
2018 presentation to conform to the December 31, 2019 presentation,
(vii) update Note 30 to reflect subsequent events impacting the
Bank since December 31, 2019, and (viii) immaterially update
verbage and formatting.
This
8-K/A-2 amends the Original 8-K and the 8-K/A-1 to provide Audited
Financials, Interim Financials and Pro Formas as required by Item
9.01(a) and 9.01(b) of Form 8-K.
Special Note About Forward-Looking Statements
This
Second Amendment contains “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
potential adverse reactions or changes to business or employee
relationships, responses of competitors in reaction to the
acquisition of the Bank, 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, 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
Second Amendment 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)
Audited
consolidated financial statements of “Bank Freedom Finance
Kazakhstan” JSC, (formerly known as “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-2 and
incorporated by reference herein.
(ii)
The unaudited
interim condensed consolidated financial statements of “Bank
Freedom Finance Kazakhstan” JSC, (formerly known as
“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-2 and are incorporated by reference
herein.
(b) Pro
Forma Financial Information
(i)
The unaudited pro
forma combined condensed consolidated financial statements of FRHC
and “Bank Freedom Finance Kazakhstan” JSC, (formerly
known as “Bank Kassa Nova” JSC (SB of
“ForteBank” JSC)) with respect to the six months ended
September 30, 2020, and the year ended December 31, 2020, are
included as Exhibit 99.03 to this Amended Current Report on Form
8-K/A-2 and are incorporated by reference herein.
Exhibits
Exhibit No.
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Exhibit Description
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Consent
of Independent Auditor of “Bank Freedom Finance
Kazakhstan” JSC, (formerly known as “Bank Kassa
Nova” JSC (SB of “ForteBank” JSC))
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Audited
consolidated financial statements of “Bank Freedom Finance
Kazakhstan” JSC, (formerly known as “Bank Kassa
Nova” JSC (SB of “ForteBank” JSC)) as of December
31, 2019 and 2018 and for the years then ended
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Unaudited
interim condensed consolidated financial statements of “Bank
Freedom Finance Kazakhstan” JSC, (formerly known as
“Bank Kassa Nova” JSC (SB of “ForteBank”
JSC)) as of June 30, 2020 and for the six months ended June 30,
2020
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Unaudited
Pro Forma Condensed Combined Financial Information for the six
months ended September 30, 2020, and the year ended March 31,
2020
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104
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Cover
Page Interactive Data File (formatted as Inline XBRL)
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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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Date:
April 28, 2021
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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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