FRHC

frhc-20240212False000092480500009248052022-09-132022-09-13

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):  February 12, 2024

FREEDOM HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada001-3303430-0233726 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.001 per shareFRHCThe 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2024, Freedom Holding Corp. issued a press release announcing certain financial results for its fiscal third quarter ended December 31, 2023. The press release is attached hereto as Exhibit 99.1.

The information provided in this Item 2.02, including Exhibit 99.1, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description 99.1Earnings Press Release dated February 12, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 13, 2024 By:/s/ Evgeniy Ler Evgeniy Ler Chief Financial Officer

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8-K 1 form8k041811.htm

FORM 8-K DATED APRIL 18, 2011

form8k041811.htm

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):  April 18, 2011

BMB MUNAI, INC.

(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.)

202 Dostyk Ave., 4th Floor, Almaty, Kazakhstan

(Address of principal executive offices)

050051

(Zip code)

+7 (727) 237-51-25

(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)

[X]

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))

IMPORTANT INFORMATION FOR SHAREHOLDERS AND OTHERS

REGARDING PROXY MATERIALS

The Company will file with the Securities and Exchange Commission and distribute to stockholders a proxy statement that will contain information about the Company, the Acquisition (as defined below) and related matters. Stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the acquisition. In addition to receiving the proxy statement from the Company by mail, stockholders will be able to obtain the proxy statement, as well as other filings containing information about the Company, without charge, from the website of the Securities and Exchange Commission at www.sec.gov or, without charge, from the Company, at its website at www.bmbmunai.com. This current report on Form 8-K is not a solicitation of a proxy.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the Acquisition.  Information concerning the Company’s directors and executive officers is set forth in the Company’s annual report on Form 10-K for the year ended March 31, 2010, which was filed with the Securities and Exchange Commission on June 24, 2010.  Additional information regarding the interests, if any, of the Company’s participants in the solicitation of proxies in connection with the proposed Acquisition will be included in the proxy statement to be filed with the Securities and Exchange Commission. The Company’s press releases and other information about the Company are available at the Company’s website.

Item 2.02 Results of Operations and Financial Condition.

As previously disclosed, BMB Munai, Inc., a Nevada corporation (the “Company”), has entered into a Participation Interest Purchase Agreement, dated as of February 14, 2011 (the “PIPA”), with MIE Holdings Corporation, a company with limited liability organized under the laws of the Cayman Islands (“MIE”), and its subsidiary, Palaeontol B.V., a company organized under the laws of the Netherlands (the “Buyer”), pursuant to which the Company agreed to sell for cash all of its interests in and intercompany loans to its wholly-owned operating subsidiary, Emir Oil LLP, an entity organized under the laws of the Republic of Kazakhstan (“Emir”), to the Buyer (the “Acquisition”).  The Acquisition constitutes a major transaction for MIE under the applicable Rules Governing the Listing of Securities on the Main Board of the Hong Kong Stock Exchange (the “HKSE Rules”), requiring MIE to obtain shareholder approval of the Acquisition in advance of the closing under the PIPA.

In connection with its solicitation of the requisite votes of its shareholders to approve the Acquisition, MIE prepared and filed with the Hong Kong Stock Exchange on the date hereof, for distribution to its shareholders, an informational circular providing information relevant to an MIE shareholder’s determination of whether to approve the Acquisition  (the “Major Transaction Circular”).  In accordance with applicable HKSE Rules, MIE included in its Major Transaction Circular financial statements for Emir for the completed fiscal periods presented, which financial statements were prepared on a stand-alone basis and in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”).

2

The Company is furnishing as an exhibit to this current report on Form 8-K the financial statements of Emir so prepar