Exhibit 10.1
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
December 30, 2021
Date of Report (Date of earliest event reported)
000-52952
Commission File Number
| FREEDOM HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Maryland | 56-2560951 | |
|
(State
or other jurisdiction
of incorporation or organization) |
(IRS
Employer
Identification No.) |
| 6461 N 100 E, Ossian, Indiana | 46777 | |
| (Address of principal executive offices) | (Zip Code) |
(260)
490-9990
(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 pursuant to Section 12(b) of the Act: None
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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, indicate 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 1.01 Entry Into a Material Definitive Agreement.
On December 30, 2021, Freedom Holdings, Inc. (the “Company”) acquired 100% of the issued and outstanding capital stock of Carbon Zero Asset Management, Inc. (“Carbon Zero”) from the seven (7) shareholders of Carbon Zero (the “Shareholders”) in exchange for 311,672,730 shares of the Company’s common stock, valued on December 30, 2021 at $0.50 per share. Carbon-Zero is a privately-owned fintech company driven by Ethereum based block chain technology to the carbon credit markets using fungible tokens and smart contracts. Carbon-Zero aims to bring carbon credits more fidelity, transparency, accessibility, liquidity, and standardization. Carbon-Zero is building a programmable carbon ecosystem that will allow carbon credit market participants a tokenization process to digitize carbon credits securely. The ecosystem will include the minting and burning protocols, a transparent mechanism for validating and distributing tokens, a trading venue for tokens, and tools to engage all stakeholders, including the carbon credit originators, off setters, project verifiers, liquidity providers, NGOs, concerned citizens, and governments.
Effective upon the close of the acquisition, the Shareholders shall have the right to appoint three (3) members to the Company’s board of directors (the “Board”) to serve for one term until their successors are elected and qualified. The Board shall compromise not more than five (5) directors, and one of the three nominees of the Shareholders shall act as chairman of the Buyer.
Simultaneously with the Closing, but in no event later than five (5) business days from the Closing Date, the Company will convert all of the 710,676 shares of issued and outstanding preferred stock consisting of Series A,B,C and D preferred stock, into 15,920,945 shares of common stock. After the conversion of the preferred stock, the converted shares together with the current issued and outstanding common stock will not total more than 17,000,000 shares held by the shareholders of the Company immediately prior to the Closing. After the Closing, the Company will have 328,672,730 shares issued and outstanding of which 311,672,730 shares, or approximately 95%, are owned by the Shareholders.
The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.02. The issuance of by the Company of 311,672,730 to seven (7) shareholders of Carbon Zero, for the acquisition of Carbon Zero were made in reliance on the exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. Such offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Shareholders in connection with the issuance by the Company of the Shares. All of the Shareholders are sophisticated investors and they all represented that they were acquiring the Shares for investment purposes.
Item 5.01. Changes in Control of Registrant
On December 30, 2021, we closed the acquisition of Carbon Zero Asset Management, Inc. (COzero) and according to the terms of the agreement the control of the Company changed to the shareholders of COzero.
Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 30, 2021, Steve Lowe was appointed to serve as a member of the Board of Directors. Mr. Lowe has worked in the Global Finance and Commodity Industries for over 35 years, with significant experience in the physical, financial and logistical aspects of these markets, with particular focus on the energy and carbon sectors over the last twenty years. He has successfully executed transactions around the globe. Mr. Lowe has a unique blend of experience and success in not only the trading aspects of these markets, but also how to combine all aspects of the chain, from structured finance, debt and capital raising, distribution and marketing strategies and advisory positions. This success and experience have been in widely varied roles, working for banks, public and private corporations and government owned institutions, proving that he has a strong ability and vision to adapt to the unique requirements of any institution in any market circumstance. Mr. Lowe gained further prominence in senior executive and general management roles and as a serving Board member, including Chairing a publicly listed company. In essence, Mr. Lowe brings a wide-ranging breadth of skill, knowledge and experience to any team. Not only are the demonstrable and considerable contributions in his field of expertise, he brings Board experience, executive leadership skills and senior management experience, having served on Audit and regulatory committees, but also on-Board Committees for Strategies, Trading and Regulatory Compliance in regard to financial distribution. Mr. Lowe’s work history is as follows:
2021 – Present Director Capstone Global Markets Ltd (Caymans)
2013 – 2018 Marketing Director Granite Power Ltd
● Responsible for the roll out of the renewable energy technology into the markets.
● secured terms and agreements for locations in the Pacific Islands, Indonesia, Hawaii, and remote sites in Australia and Asia Pacific.
● represented the company in capital raising endeavors, including equity, debt, structured finance and financial engineering in regard to the needs of the client base.
2017 – March 2019 Responsible Manager Capstone Global Australia
● oversaw the Compliance functions and advise the Board as to the requirements needed to begin trading. I am currently a Director for the parent company, Capstone Global Investments Ltd.
2013 – 2018 Responsible Manager MXT Global/ Vantage FX
● Chair the Compliance and Risk Committee meetings as well as ensuring the conditions of the license are maintained.
● presided over the issues of a rogue staff member that dealt outside the policies and procedures of the company to ensure that there were no breaches of the license conditions, and all aspects of the license conditions were adhered to.
We believe that Mr. Lowe’s vast experience and expertise qualifies him to be a valuable asset to our Board of Directors.
On December 31, 2021, Sachie McQueen was appointed to serve as a member of the Board of Directors Ms. McQueen is an acknowledged senior investment banker with over 10 years of global equity sales and research experience in top investment banks such as Goldman Sachs and Credit Suisse. She has been rated Top 3 in Institutional Investors Magazine survey for five consecutive years from 2004-2009. In 2010, Ms. McQueen started working at Amazon.com, INC. headquarters in Seattle serving as a senior financial analyst providing financial analysis and oversight for Amazon’s financial operations. Ms. McQueen’s work history is as follows:
2019 to Present: Apollon 7 Group, Las Vegas, NV – Real Estate Broker / Owner / Licensed Real Estate Consultant, Property Manager and Business Broker
| ● | In addition to continue to provide clients with real estate investment consultation, I am responsible to recruit, train and manage real estate agents and prescribe daily activity tasks to lead them to top producers. |
| ● | Provide real estate and business acquisition advisory to guide clients through achieving investment goals. |
| ● | Guide agents through real estate transactions and ensure compliance standards were in place while providing real estate services. |
| ● | Successfully closed real estate and business transactions of over $25 million in 2021. |
2014 to 2019: KW Commercial and Berkshire Hathaway HomeServices, Las Vegas, NV – Commercial and Residential Investment Property Specialist
| ● | Offer a fast and courteous customer service by resolving issues/conflicts and negotiating agreements to both buyer and seller. |
| ● | Differentiate various properties with similar features to determine competitive market prices and provide competitive solutions. |
| ● | Effectively manage and acquire new contracts as well as prepare all requirements for title searches of properties being sold. |
2010 to 2013: Amazon.com, Seattle, WA – Senior Financial Analyst / Corporate Finance / Accounts Payable
| ● | Provide financial analysis and oversight for Amazon.com, INC., overseeing payment processing for 2,000 inventory vendors and ensuring on time payment rate of more than 95% in 2012. |
| ● | Proactively provide problem resolution skills and assistance for current payment system and key involvement in all aspects of operating systems — provided earning forecast, diagnosed payment issues and implemented viable solutions. |
| ● | Effectively manage customer relations with foreign vendors and quickly initiate and respond to vendor inquiries. |
| ● | Identified and claimed ownership of project to efficiently clear outstanding vendor balances and collaborate with vendors to resolve all issues and successfully increased vendor payment timeframes. |
| ● | Provide trainings and guidance to associates located locally and internationally to effectively analyze, diagnose problems and continue to maintain on active invoices, vendor communications and other reported issues. |
We believe that Ms. McQueen’s level of experience in the securities industry and management capabilities to be a valuable asset to our Board of Directors.
Item 7.01 Regulation FD Disclosure
On January 3, 2022, the Company issued press releases announcing the acquisition of Carbon Zero and the appointment of new directors. Copies of the press releases are being furnished as Exhibit 99.1, 99.2 and 99.3 hereto and are incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, 99.2 and 99.3, 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.
Item 9.01 Financial Statements and Exhibits.
| (a) |
Financial Statements of Business Acquired.
In regard to the acquisition of Carbon Zero, the Company hereby undertakes to file the financial statements required by this Item 9.01(a) not later than 71 days after the date this Form 8-K was due for filing. |
| (b) |
Pro Forma Financial Statements.
In regard to the acquisitions of Carbon Zero, the Company hereby undertakes to file the pro forma financial information required by this Item 9.01(b) not later than 71 days after the date this Form 8-K was due for filing. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated 12-31-21 | |
|
99.2
|
Press Release dated 12-30-21 | |
| 99.3 | Press Release dated 12-30-21 | |
| 10.1 | Stock Purchase Agreement between the Company and Shareholders of Carbon Zero dated Dec. 30, 2021 | |
| 104 | Cover 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.
| Dated: January 5, 2022 | By: | /s/ Brian Kistler |
| Brian Kistler | ||
| Chief Executive Officer |
Exhibit 10.1
EXHIBIT 99.1
FHLD’s Wholly-Owned Subsidiary Carbon-Zero Provides insights into its Vision on the Rapidly Growing Voluntary Carbon Credit Market
Stamford, CT, Dec. 31, 2021 (GLOBE NEWSWIRE) — Freedom Holdings, Inc. (“FHLD” or the “Company,” OTC: FHLD) wholly-owned subsidiary Carbon Zero Asset Management, Inc. (“Carbon-Zero”) intends to become the leading blockchain-driven market participant to strengthen voluntary carbon markets.
The trading of and access to high-fidelity voluntary carbon credits can help companies of all sizes and the world to meet aspiring goals for reducing greenhouse gas emissions on a large scale. As previously announced, only 12 billion tonnes of pollutants were offset, out of 55 billion tonnes meeting approximately 22% of the demand. Of that 12 billion tonnes, the voluntary carbon credits contributed a fractional offset. Increasingly, many companies have promised to help stop climate change by reducing their own greenhouse-gas emissions as much as possible. As a result, such companies adopt Environmental, Social, and Corporate Governance (ESG) standards for operations. Often companies cannot eliminate the emissions or reduce the carbon footprint as quickly as required by their publicly announced commitment. It will be imperative to use carbon credits to offset emissions in such instances. The demand for carbon credits is bolstered for companies that aim to achieve net-zero emissions, which means removing as much greenhouse gas from the air as they put into it.
McKinsey & Company has estimated exponential growth in the demand for carbon credits. According to the January 2021 Report, the carbon credit market could increase by a factor of 15 or more by 2030 and up to 100 by 2050. The overall market for carbon credits is estimated to be worth north of $50 billion in 2030. The voluntary and compliance carbon credit market is fragmented and complex, with many trading platforms and exchanges. The Company estimates over twenty-nine (29) such platforms, such as EU Emissions Trading System (EU ETS), Western Climate Initiative, and Regional Greenhouse Gas Initiative, mainly focus on the compliance side of the carbon trading market. As a result, Carbon-Zero plans on building a programmable carbon ecosystem that will allow carbon credit market participants a tokenization process to digitize carbon credits securely. The blockchain ecosystem will include the minting and burning protocols, a transparent mechanism for validating and distributing carbon credit tokens, a trading venue for such tokens, and tools to engage all stakeholders, including the carbon credit originators, offsetters, project verifiers, liquidity providers, NGOs, concerned citizens, and governments.
About Carbon-Zero
Carbon-Zero is a blockchain technology-driven company focusing on providing an Ethereum-based programmable carbon ecosystem to drive the global economy to a net-zero carbon future. Carbon-Zero aims to bring carbon credits more fidelity, transparency, accessibility, liquidity, and standardization.
About Freedom Holdings, Inc. (FHLD)
FHLD is a versatile holding company focused on acquiring and supporting cutting-edge financial services and technology companies. FHLD’s multi-discipline approach aims to build fintech platforms with the current focus on the clean energy sector, providing Environmental, Social, and Governance (ESG) driven technologies and carbon credit solutions.
Press Release Contact:
BrianKistler
Director
FreedomHoldings,Inc.
Bkistler1956@gmail.com
Safe Harbor Statement
This press release contains statements, which may constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief, or current expectations of the Company, members of its management, and assumptions on which such statements are based. We caution prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements.
Source: Freedom Holdings, Inc © 2021 GlobeNewswire, Inc.
EXHIBIT 99.2
Freedom Holdings, Inc. Closes Acquisition of Carbon-Zero, a Blockchain-Based Carbon Credit Fintech Company
Stamford, CT, Dec. 30, 2021 (GLOBE NEWSWIRE) — Freedom Holdings, Inc. (“FHLD” or the “Company,” OTC: FHLD) is pleased to announce that on December 30, 2021, it closed the acquisition of Carbon Zero Asset Management, Inc. (“Carbon-Zero” or “Target”) for a stock-for-stock exchange. The Company will issue 311,672,730 par value $0.0001 of its common stock in exchange for one hundred percent (100%) equity interest in Carbon-Zero, which will become its wholly-owned subsidiary.
Carbon-Zero is a privately-owned fintech company driven by Ethereum based blockchain technology to the carbon credit markets using fungible tokens and smart contracts. Carbon-Zero aims to bring carbon credits more fidelity, transparency, accessibility, liquidity, and standardization. Carbon-Zero is building a programmable carbon ecosystem that will allow carbon credit market participants a tokenization process to digitize carbon credits securely. The ecosystem will include the minting and burning protocols, a transparent mechanism for validating and distributing tokens, a trading venue for tokens, and tools to engage all stakeholders, including the carbon credit originators, offsetters, project verifiers, liquidity providers, NGOs, concerned citizens, and governments.
In the near term, the Company intends to rebrand its corporation name, website, logo, and other marketing collateral to reflect its recent business change.
Mr. Steve Lowe, Executive Director, Carbon-Zero, has more than 25 years of experience in the Global Finance and Commodity Industries. He has experience as a senior executive, general management, and a serving Board member, including Chairing a publicly listed company, Carbon Conscience. Mr. Lowe said, “To avoid catastrophic climate change, we need to reduce or offset our current and previous emissions from the atmosphere.” He further added, “The main challenges of current compliance and voluntary carbon credit trading systems are fragmented implementations, lack of transparency in verifying good quality carbon credits, resulting in considerable transaction costs that transfer value to speculators and intermediaries. Only 12 billion tonnes of pollutants were offset, out of 55 billion tonnes meeting approximately 22% of the demand. Of that 12 billion tonnes, the voluntary carbon credits contributed a fractional offset. As a result, we believe, the demand for carbon credit will grow by a double-digit factor in the next five to ten years.”
“This is a seismic shift for our company and our shareholders,” quoted Brian Blum, Director of FHLD. “I want to thank all involved for driving this dream to fruition. We are committed to executing on plan and growing our Company, which will include development intellectual property in future-proof technologies, provide topline growth, and ultimately enhancing shareholder value.”
About Carbon-Zero
Carbon-Zero is a blockchain technology-driven company focusing on providing an Ethereum-based programmable carbon ecosystem to drive the global economy to a net-zero carbon future. Carbon-Zero aims to bring carbon credits more fidelity, transparency, accessibility, liquidity, and standardization.
About Freedom Holdings, Inc. (FHLD)
FHLD is a versatile holding company focused on acquiring and supporting cutting-edge financial services and technology companies. FHLD’s multi-discipline approach aims to build fintech platforms with the current focus on the clean energy sector, providing Environmental, Social, and Governance (ESG) driven technologies and carbon credit solutions.
Press Release Contact:
BrianKistler,Director
FreedomHoldings,Inc.
Bkistler1956@gmail.com
Safe Harbor Statement
This press release contains statements, which may constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief, or current expectations of the Company, members of its management, and assumptions on which such statements are based. We caution prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual result may differ materially from those contemplated by such forward-looking statements.
Source: Freedom Holdings, Inc © 2021 GlobeNewswire, Inc.
EXHIBIT 99.3
Freedom Holdings, Inc. Beefs up the Board of Directors
Stamford, CT, Dec. 30, 2021 (GLOBE NEWSWIRE) — Freedom Holdings, Inc. (“FHLD” or the “Company,” OTC: FHLD) is pleased to announce that on December 30, 2021, Mr. Steve Lowe was appointed to the Board of Directors.
Mr. Lowe has worked in the Global Finance and Commodity Industries for over 35 years, with significant experience in the physical, financial and logistical aspects of these markets, with particular focus on the energy and carbon sectors over the last twenty years. He has successfully executed transactions around the globe. Mr. Lowe has a unique blend of experience and success in not only the trading aspects of these markets, but also how to combine all aspects of the chain, from structured finance, debt and capital raising, distribution and marketing strategies and advisory positions. This success and experience has been in widely varied roles, working for banks, public and private corporations and government owned institutions, proving that he has a strong ability and vision to adapt to the unique requirements of any institution in any market circumstance. Mr. Lowe gained further prominence in senior executive and general management roles and as a serving Board member, including Chairing a publicly listed company. In essence, Mr. Lowe brings a wide ranging breadth of skill, knowledge and experience to any team. Not only are the demonstrable and considerable contributions in his field of expertise, he brings Board experience, executive leadership skills and senior management experience, having served on Audit and regulatory committees, but also on Board Committees for Strategies, Trading and Regulatory Compliance in regards to financial distribution.
Brian Kistler, CEO, Freedom Holdings stated, “With Steve joining our Board of Directors, it only increases my enthusiasm regarding the Company’s new direction and exptertise that Steve and others are bringing to the Senior Management Team. I am looking forward to being part of the future endevours of the Company.
Steve Lowe stated, “I am pleased to be strongly connected with the Carbon Zero brand and joining the board as a director. In my time chairing Carbon Conscience Ltd, a publicly listed company, I had on the ground experience with implementing commercially driven results to achieve a net carbon zero future. From my perspective and what I have seen from Carbon Zero, they have a game changing plan that is above and beyond what every other business is currently doing in this space. This was one of the most competing reasons why I join the board. I look forward to working with such a strong team with such a positive future.”
ABOUT CARBON ZERO ASSET MANAGEMENT, INC.:
Stamford Connecticut-based Carbon Zero Asset Management, Inc. intends to complete strategic M&A transactions to complement and enhance organic growth and has several potential M&A candidates in its pipeline. Through the roll-up of companies engaged in various aspects of Asset Based Block-Chain Tokens, COzero Asset Management, Inc. intends to develop a suite of asset-based products. For further information, see www.cozero.cc
About Freedom Holdings, Inc. (FHLD)
FHLD is a versatile holding company focused on acquiring and supporting cutting-edge financial services and technology companies. FHLD’s multi-discipline approach aims to build fintech platforms with the current focus on the clean energy sector, providing Environmental, Social, and Governance (ESG) driven technologies and carbon credit solutions.
Press Release Contact:
BrianKistler
DirectorFreedomHoldings,Inc.
Bkistler1956@gmail.com
Safe Harbor Statement
This press release contains statements, which may constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief, or current expectations of the Company, members of its management, and assumptions on which such statements are based. We caution prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements.
Source: Freedom Holdings, Inc © 2021 GlobeNewswire, Inc.