Freedom Holdings Enters Material Definitive Agreement

TL;DR

Freedom Holdings just signed a big deal. Watch this space.

AI Summary

Freedom Holdings, Inc. announced on September 7, 2024, that it entered into a material definitive agreement. The company, previously known as Freedom Energy Holdings Inc. and Freedom Financial Holdings Inc., is incorporated in Florida and headquartered in Chatsworth, California. The filing also includes other events and financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for Freedom Holdings, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• Freedom Holdings, Inc. (company) — Registrant
• September 7, 2024 (date) — Date of earliest event reported
• Freedom Energy Holdings Inc. (company) — Former company name
• Freedom Financial Holdings Inc. (company) — Former company name
• Chatsworth, CA (location) — Principal executive offices

FAQ

Filing Documents

• fhld_8k.htm (8-K) — 37KB
• fhld_ex101.htm (EX-10.1) — 27KB
• fhld_ex102.htm (EX-10.2) — 5KB
• fhld_ex991.htm (EX-99.1) — 18KB
• fhld_ex991img4.jpg (GRAPHIC) — 7KB
• 0001477932-24-005633.txt ( ) — 219KB
• fhld-20240907.xsd (EX-101.SCH) — 6KB
• fhld-20240907_lab.xml (EX-101.LAB) — 12KB
• fhld-20240907_cal.xml (EX-101.CAL) — 1KB
• fhld-20240907_pre.xml (EX-101.PRE) — 8KB
• fhld-20240907_def.xml (EX-101.DEF) — 2KB
• fhld_8k_htm.xml (XML) — 3KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Entry into a Binding Term Sheet with The Awareness Group: On September 9, 2024, Freedom Holdings, Inc. (the "Company" or "FHLD") entered a Binding Term Sheet ("Term Sheet") with The Awareness Group, LLC (along with The Awareness Group, Inc., "TAG") pursuant to which the Company agreed to enter into a reverse merger involving FHLD, an acquisition subsidiary of FHLD and The Awareness Group, Inc.. (the " Merger "). Under the terms of the Term Sheet and upon the completion of the Merger, TAG will become the controlling shareholder and the pre-merger FHLD shareholders shall have a 10% stake in the post-merger company that is non-dilutable until uplisting to a national exchange. The closing of the transactions is due to occur or before September 15, 2024, unless mutually extended by the parties. The following operating procedures, among others, will ensue post-closing of the Merger: Pablo Diaz will be announced as CEO of FHLD and will be in full control of operating the entirety of the business; TAG shall have full control of the Board of FHLD and will have sole discretion in approving any and all operations in reference to FHLD; TAG shall have a right to appoint their own C level executives for carrying out the operations of FHLD; TAG's accountants will submit all reports to and compile the necessary financial reports and transfer them in an orderly and timely fashion for FHLD's audit in accordance with securities laws; TAG will appoint their CFO to submit reports and work directly with FHLD auditor and have a right to appoint FHLD's auditor; TAG will control all bank accounts and treasury of FHLD; TAG CFO. shall manage all of the public filings with FHLD's Auditor in order to keep the public entity in compliance; TAG will have full control to release, subject to securities laws, press releases needed to report to the market; TAG shall be able to appoint its own securities counsel to serve as th

02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT Termination of Letter of Intent with Frank AI AB: On September 7, 2024, Freedom Holdings, Inc. (the "Company") upon the completion of its due diligence terminated the Letter of Intent dated June 24, 2024 for the acquisition of Frank AI AB due to management's determination that the acquisition would not be advantageous for the Company's shareholders. The information set forth above is qualified in its entirety by reference to the termination letter, which is incorporated herein by reference and attached hereto as Exhibit 10.2.

01. REGULATION FD DISCLOSURE

ITEM 7.01. REGULATION FD DISCLOSURE On September 9, 2024, Freedom Holdings, Inc. (the "Company") and The Awareness Group, LLC ("TAG") issued a press release announcing the signing of the term sheet dated September 9, 2024 between the Company and TAG. The press release is being furnished as Exhibit 99.1 to this Report. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic's under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. 2

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K: Exhibit No. Description 10.1 Binding Term Sheet dated September 9, 2024 10.2 Acknowledged Letter dated September 7, 2024 Terminating the Letter of Intent dated June 24, 2024 99.1 Press Release dated September 9, 2024 104 Cover Page Interactive Date File (embedded within the Inline XBRL Document) 3

SIGNATURES

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. Dated: September 9, 2024 By: /s/ John Vivian John Vivian Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR