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): September 8, 2017
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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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Office
1704, 4B Building, “Nurly Tau” BC, 17 Al Farabi Ave,
Almaty, Kazakhstan
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(Address
of principal executive offices)
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050059
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(Zip
Code)
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(801)
355-2227
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(Registrant’s
telephone number, including area code)
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BMB
MUNAI, INC.
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 ☐
Item
3.02 Unregistered Sale of Equity Securities
On
June 29, 2017, Freedom Holding Corp. (f/k/a BMB Munai, Inc.) (the
“Company”) closed the acquisition of LLC Investment
Company Freedom Finance (“Freedom RU”) pursuant to a
Share Exchange and Acquisition Agreement, dated November 23, 2015,
between the Company and Timur Turlov (the “Acquisition
Agreement”). Mr. Turlov is the Company’s CEO, Chairman
of the Board and majority shareholder. Pursuant to the terms of the
Acquisition Agreement, the Company agreed to issue to Mr. Turlov
sufficient shares to increase his ownership interest in the
Company’s common stock from 80.1% to 93% upon the closing of
the acquisition of Freedom RU. At the closing on June 29, 2017, the
Company had insufficient authorized but unissued shares of common
stock to fulfill that obligation. As an accommodation to facilitate
the closing, Mr. Turlov agreed to accept a partial issuance of
shares at the closing, with a commitment from the Company to
deliver him the remaining shares following a reverse split of the
Company’s issued and outstanding common stock. As previously
reported in a Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 5, 2017, the reverse stock
split was completed and became effective on September 6, 2017. On
September 8, 2017, the Company issued 12,278,602 shares of
restricted common stock to Mr. Turlov.
The
common stock was issued to Mr. Turlov in reliance on the exemptions
from registration provided in Section 4(a)(2) of the Securities Act
for transactions not involving any public offering and
Regulation S promulgated under the Securities Act for offers
and sales made outside the United States without registration. Mr.
Turlov represented that he was an “accredited investor”
as defined in Rule 501(a) of Regulation D and acknowledged, in
writing, that the securities must be acquired and held for
investment. Mr. Turlov confirmed in writing that he is a non-U.S.
person, as defined in Regulation S. All certificates evidencing the
shares issued bear a restrictive legend. No underwriter
participated in the offer and sale of these securities, and no
commission or other remuneration was paid or given directly or
indirectly in connection therewith.
SIGNATURE
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 11, 2017
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By:
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/s/
Timur Turlov
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Timur
Turlov
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Chief
Executive Officer
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