8-K

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):  October 1, 2019

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., “Essentai Tower” BC, Floor 7, Almaty, Kazakhstan
(Address of principal executive offices)
050040
(Zip code)
(801) 355-2227
(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
None	N/A	N/A

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 7.01 

Regulation FD Disclosure

On October 1, 2019, Freedom Holding Corp., (the “Company”) issued a press release announcing that its common stock has been approved for listing on The Nasdaq Capital Market. It is expected that trading of the Company’s common stock on that exchange will commence at the opening of trading on Tuesday, October 15, 2019, under the trading symbol “FRHC”. 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 certain economic, business and regulatory risks and factors identified in the Company’s periodic 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 October 1, 2019

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: October 1, 2019	By:	/s/ Askar Tashtitov
		Askar Tashtitov
		President

EX-99.01

Exhibit 99.01

Freedom Holding Corp. Announces Uplisting to The Nasdaq Capital Market

ALMATY, KAZAKHSTAN / ACCESSWIRE / October 1, 2019 / Freedom Holding Corp. (OTCQX: FRHC) (the “Company”), a financial services company with operations in Eastern Europe and Central Asia, today announced that its common stock has been approved for listing on The Nasdaq Capital Market. Trading on the exchange is expected to commence at the opening of trading on October 15, 2019under the symbol “FRHC.”

Since July 2018, the Company’s common stock has been listed on the OTCQX Best Market, which is operated by the OTC (Over-the-Counter) Markets Group. The Company was named to the OTCQX Best 50 list in January 2019.

"We are pleased to announce our Nasdaq exchange listing. I believe we are the first Kazakhstan-headquartered financial services firm to be listed on the exchange. This is an important accomplishment for our company as we continue executing our business plan. We expect this listing will facilitate our efforts to communicate our vision to a broader audience and further develop strategic synergies we see between investors and investment opportunities in our region and those in the U.S. and other international financial markets,” stated the Company’s Chairman and Chief Executive Officer, Timur Turlov.

About Freedom Holding Corp.

Freedom Holding Corp. is a financial services holding company conducting retail financial brokerage, investment counseling, securities trading, investment banking and underwriting services through its operating subsidiaries under the name of Freedom Finance in Eastern Europe and Central Asia. The Company is a professional participant of the Kazakhstan Stock Exchange (KASE), Astana International Exchange (AIX), Moscow Exchange (MOEX), the Saint-Petersburg Exchange (SPB) the Republican Stock Exchange of Tashkent (UZSE) and the Ukrainian Exchange. The Company is headquartered in Almaty, Kazakhstan, with additional executive office locations in Russia and the United States. The Company serves more than 100,000 client accounts across more than 70 branch offices in Kazakhstan, Russia, Kyrgyzstan, Ukraine, Uzbekistan, Germany and Cyprus and provides clientele with TraderNet, a mobile, proprietary trading and account management platform.

Cautionary Note Regarding Forward-Looking Statements

This release 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 certain economic, business and regulatory risks and factors identified in the Company’s periodic reports filed with the Securities and Exchange Commission. All forward-looking statements are made only as of the date of this release 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.

Contact: usoffice@freedomholdingcorp.com

SOURCE: Freedom Holding Corp.