Freedom Holdings Reports Material Agreements & Control Changes

TL;DR

Freedom Holdings filed an 8-K detailing material agreements, equity sales, and control changes from Sept 17, 2024.

AI Summary

Freedom Holdings, Inc. filed an 8-K on December 12, 2024, reporting several key events that occurred on September 17, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in control of the registrant, and changes in directors and officers, along with compensatory arrangements. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at Freedom Holdings, Inc., including potential changes in control and equity transactions, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing reports on changes in control and unregistered sales of equity, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Freedom Holdings, Inc. (company) — Registrant
• September 17, 2024 (date) — Date of earliest event reported
• December 12, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $400 million — y installations and has structured over $400 million dollars for alternative energy projects
• $500M — interim CFO and controller roles for a $500M publicly traded financial markets and t

Filing Documents

• fhld_8k.htm (8-K) — 54KB
• fhld_ex101.htm (EX-10.1) — 425KB
• fhld_ex171.htm (EX-17.1) — 1KB
• fhld_ex172.htm (EX-17.2) — 1KB
• fhld_ex172img1.jpg (GRAPHIC) — 51KB
• fhld_ex171img1.jpg (GRAPHIC) — 52KB
• 0001477932-24-008029.txt ( ) — 820KB
• fhld-20240917.xsd (EX-101.SCH) — 6KB
• fhld-20240917_lab.xml (EX-101.LAB) — 13KB
• fhld-20240917_cal.xml (EX-101.CAL) — 1KB
• fhld-20240917_pre.xml (EX-101.PRE) — 8KB
• fhld-20240917_def.xml (EX-101.DEF) — 2KB
• fhld_8k_htm.xml (XML) — 4KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Entry into an Agreement and Plan of Merger and Reorganization with The Awareness Group: On September 17, 2024, Freedom Holdings, Inc. (the "Company" or "FHLD") entered an Agreement and Plan of Merger and Reorganization (the "Agreement") with The Awareness Group, LLC (along with The Awareness Group, Inc., "TAG") pursuant to which the Company acquired TAG through a reverse merger transaction (the "Merger"). Under the terms of the Agreement, TAG became a wholly owned and fully operating subsidiary of the Company. As consideration for the Merger, Pablo Diaz received 10,000,000 shares of Series A Preferred Stock of the Company as the sole selling shareholder of TAG and certain pre-merger shareholders of the Company received a cumulative total of 10,000,000 shares of Series B Preferred Stock of the Company. The entry into the Agreement and finalization of the Merger has resulted in a change in control of the Company. The information set forth above is qualified in its entirety by reference to the Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.1. About TAG TAG is advancing the alternative energy industry through its innovative TAG GRID platform. This comprehensive growth engine integrates a national network of solar sales organizations, robust project funding and top-tier proprietary and third-party lending solutions for both commercial and residential solar projects, materials procurement and project installation, all on a national level. In the near future, the TAG GRID's cutting-edge use of blockchain and crypto incentive programs will enable participants to earn rewards for energy production and allows solar energy to be sold peer-to-peer, maximizing returns for customers. Additionally, TAG's corporate development strategy focuses on mergers and acquisitions (M&A), having acquired five foundational companies, including a licensed solar engineering, procurement and con

02 UNREGISTERED SALES OF EQUITY SECURITIES

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES In conjunction with the entry into the Agreement and the closing of the Merger, the Company authorized the issuance of the following shares: 10,000,000 shares of Series A Preferred Stock to Pablo Diaz. 5,000,000 shares of Series B Preferred Stock to Mary Kistler 5,000,000 shares of Series B Preferred Stock to Florence Mellone

01 Changes in CONTROL OF Registrant

ITEM 5.01 Changes in CONTROL OF Registrant On September 17, 2024, the Company authorized the issuance of 10,000,000 shares of Series A Preferred Stock to Pablo Diaz as consideration in exchange for his ownership interests in TAG. Pursuant to the Series A Preferred Stock Certificate of Designation, as amended, the holders of the Series A Preferred Stock control 89.5% of the vote on all Company matters submitted to shareholders for a vote. As a result of this transaction, and by virtue of the voting rights set forth in the Series A Preferred Stock Certificate of Designation, Mr. Diaz became the controlling shareholder and sole director of the Company. 3 ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On September 17, 2024, the following changes occurred in the order presented with respect to the Company's officers and directors in conjunction with the closing of the Merger: Pablo Diaz (48) was appointed as CEO and Chairman of the Board. Mr. Diaz has been a senior executive at two successful publicly traded companies. Since 2011, he has been party to over 14,000 alternative energy installations and has structured over $400 million dollars for alternative energy projects throughout the U.S. and Canada. A recognized industry expert, he has been featured in over 30 publications and media outlets, including the Washington Post, Houston Chronicle, and Yahoo Finance. In 2020, Mr. Diaz was awarded the Top Dynamic CEO by CEO Magazine. Nadia Conn (63) was appointed as CFO. Ms. Conn serves as Chief Financial Officer and strategic business partner for TAG, bringing over 30 years' experience leading the financial health, business strategy, accounting operations, and internal controls through a 360-degree business perspective. She previously served as CFO of several renewable energy companies, and at Jacobs Engineering. She has a master's in economics from Taji

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that the agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and: should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov. 5 Exhibits Exhibit No. Description Filed herewith (*) Incorporated by reference (Filing) 10.1 Agreement and Plan of Merger and Reorganization dated September 17, 2024 * 17.1 Resignation of John E. Vivian dated September 17, 2024 * 17.2 Resignation of Robin Wright dated September 17, 2024 * 104 Cover Page Interactive Date File (embedded within the Inline XBRL Document) * 6

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. Freedom Holdings, Inc. Dated: December 11, 2024 By: /s/ Pablo Diaz Pablo Diaz, CEO 7

View Full Filing

View this 8-K filing on SEC EDGAR