Freedom Holding Corp.

Regulatory Filings • Dec 21, 2020

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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. |
| --- |
| (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.)

| “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 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. ☐

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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	Description
99.01	Press
Release dated December 21, 2020

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.

| /s/
Adam Cook |
| --- |
| Adam
Cook |
| Corporate
Secretary |