Filing Details
- Accession Number:
- 0001654954-17-008525
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-18 13:28:38
- Filed By:
- Turlov Timur R
- Company:
- Freedom Holding Corp. (NASDAQ:FRHC)
- Filing Date:
- 2017-09-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Timur R. Turlov | 29,647,101 | 0 | 29,647,101 | 0 | 29,647,101 | 93.0% |
Filing
| |
UNITED STATES | |
| |
SECURITIES AND EXCHANGE COMMISSION | |
| |
Washington, D.C. 20549 | |
| | | |
| |
SCHEDULE 13D/A | |
| | | |
| |
Under the Securities Exchange Act of 1934 | |
| |
(Amendment No. 2) | |
| |
Freedom Holding Corp. | |
| | (Name
of Issuer) | |
| | | |
| | Common
Stock, $.001 par value per share | |
| | (Title
of Class of Securities) | |
| | | |
| |
356390104 | |
| | (CUSIP
Number) | |
| | Timur
R. Turlov | |
| | Office
1704, 4B Building “Nurly
Tau” BC 17 Al
Farabi Ave. | |
| | Almaty,
Kazakhstan 050059 | |
| | +7 727
311 10 64 | |
| | (Name,
Address and Telephone Number of Person Authorized to | |
| | Receive
Notes and Communications) | |
| | September
8, 2017 | |
| | (Date of
Event which Requires Filing of this Statement) | |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. [ ]
* The
remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that Section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No. 356390104
| 1 | NAME OF REPORTING
PERSONS Timur R.
Turlov | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS OO | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION Federation of St.
Kitts and Nevis and Russian Federation (dual
citizenship) | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER 29,647,101 | | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER 0 | | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER 29,647,101 | | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER 0 | | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,647,101 | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 93.0% | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
2
Item 1. Security and Issuer
This
Amendment No. 2 (“Amendment No. 2”), dated September
18, 2017, amends and supplements the original Schedule 13D filed by
the Reporting Person with the Securities and Exchange Commission
(the “Commission”) on December 2, 2015 (the
“Original Schedule 13D”) relating to the common stock,
par value $0.001, (“common stock”) of Freedom Holding
Corp. (f/k/a BMB Munai, Inc.) (the “Issuer”) as amended
and supplemented by Schedule 13D/A-1 filed on July 10, 2017
(“Amendment No. 1”). The Original Schedule 13D and
Amendment No. 1 are collectively referred to herein as the
“Schedule 13D.” Only those items hereby reported in
this Amendment No. 2 are amended and all other items remain
unchanged. Terms used herein but not otherwise defined shall have
the meaning set forth in Schedule 13D.
Item 2. Identity and Background
The
information contained on the cover pages to this Amendment No. 2 is
incorporated herein and Item 2 of Schedule 13D is hereby amended
and supplemented as follows.
Mr.
Turlov is a dual citizen of the Federation of St. Kitts and Nevis
and the Russian Federation.
Item 3. Source and Amount of Funds
The
information contained on the cover pages to this Amendment No. 2
and the information set forth in Items 4, 5 and 6 hereof are
incorporated by reference herein and Item 3 of Schedule 13D is
hereby amended and supplemented as follows:
As
reported in the Current Report on Form 8-K of the Issuer filed with
the Commission on September 5, 2017, the reverse stock split was completed and became
effective on September 6, 2017. Pursuant to the terms of the Share
Exchange and Acquisition Agreement, dated November 23, 2015,
between the Issuer and the Reporting Person (the “Acquisition
Agreement”) and consistent with the agreement of the Issuer
and the Reporting Person at the time of the closing of the
Issuer’s acquisition of LLC Investment Company Freedom
Finance (“Freedom RU”) on June 29, 2017, on September
8, 2017, the Issuer issued 12,278,602 shares of common stock to the
Reporting Person.
Item 4. Purpose of Transaction
The
information contained on the cover pages to this Amendment No. 2
and the information set forth in Items 3, 5 and 6 hereof are
incorporated by reference herein and Item 4 of Schedule 13D is
hereby amended and supplemented as follows.
The
Issuer and the Reporting Person entered into the Acquisition
Agreement with the intent that the Issuer would acquire the
securities brokerage and financial services businesses operated by
certain companies owned by the Reporting Person. With the June 29,
2017 closing, Freedom RU, and its wholly owned subsidiaries became
wholly owned subsidiaries of the Issuer. However, as reported in
Amendment No. 1, because the Issuer lacked sufficient authorized
but unissued common stock on June 29, 2017, to deliver the full
agreed upon consideration, as an accommodation to facilitate the
closing, the Reporting Person agreed to accept a partial issuance
of common shares of the Issuer’s common stock at the closing
and to defer the issuance of the balance of the common shares
agreed upon until such time as the Issuer could complete a reverse
stock split to provide sufficient authorized by unissued common
shares to issue the Reporting Person the 93% ownership interest in
the Issuer’s outstanding common stock agreed to in the
Acquisition Agreement.
3
As previously reported in a Current Report on Form
8-K filed with the Securities and Exchange Commission on September
5, 2017, the reverse stock split was completed and became effective
on September 6, 2017. On September 8, 2017, the Issuer issued
12,278,602 shares of restricted common stock to the Reporting
Person, increasing his ownership in the common stock of the Issuer
to 93%
The
Acquisition Agreement provides further that the Reporting Person
may increase his common stock holdings to 95% of the outstanding
common stock of the Issuer in exchange for all of the issued and
outstanding equity interest of FFINEU Investments Limited
(“Freedom CY”). Closing of the Freedom CY acquisition
is subject to satisfaction of the terms and conditions of the
Acquisition Agreement, including Article 1, Plan of Exchange;
Closings, Article 2 Conditions Precedent to the Company’s
Obligation to Close and Article 3 Conditions Precedent to
Shareholder’s Obligation to Close.
From
time to time the Issuer, including its subsidiaries, may require
additional operating capital to satisfy their operating or net
capital requirements. If the Reporting Person infuses additional
capital into the Issuer or its subsidiaries, he may be issued
additional shares of the Issuer. The Reporting Person has no
agreement with the Issuer regarding any additional capital
infusions and is under no obligation, contractual or otherwise, to
provide additional capital to the Issuer or its
subsidiaries.
The
Reporting Person also owns interests in other companies, including
other companies engaged in the securities brokerage and financial
services business. As deemed appropriate, the Issuer may seek to
acquire interests in one or more of these companies. It is possible
the Issuer could use shares of its common stock to make additional
acquisitions from the Reporting Person.
Except
as disclosed in this Amendment No.2 and the Acquisition Agreement,
the Reporting Person has no present plans or proposals that would
relate to or result in the occurrence of any of the matters set
forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Person intends to review his investment in the Issuer
on a continuing basis and may in the future engage in discussions
with management, the board of directors, other stockholders and
other relevant parties concerning the business, operations, board
composition, management, strategy and future plans of the Issuer.
Depending on various factors including, without limitation, the
results of the Issuer’s operations, financial conditions,
business strategy, price of the Issuer’s common stock,
conditions in the securities market, general economic and industry
conditions and his personal financial condition, the Reporting
Person may in the future take such actions with respect to his
investment in the Issuer as he deems appropriate including, without
limitation, purchasing additional shares or selling shares,
engaging in hedging or similar transactions with respect to his
shares, engaging in discussions with management, the board of
directors, other stockholders and other relevant parties concerning
the business, operations, board composition, management, strategy
and future performance of the Issuer or taking other action to
effect changes in the board composition, ownership structure or
operations of the Issuer, encouraging the Issuer to pursue one or
more strategic transactions and/or otherwise changing his intention
with respect to any and all matters referred to in Item 4 of
Schedule 13D.
4
Item 5. Interest in Securities of the Issuer
The
information contained on the cover pages to this Amendment No. 2
and the information set forth in Items 3, 4 and 6 hereof are
incorporated by reference herein and Item 5 of the original
Schedule 13D is amended and restated as follows:
(a)
As of the date
hereof, the Reporting Person beneficially owns 29,647,101 shares,
or 93% of the issued and outstanding common stock of the Issuer,
based upon the records of the Issuer’s transfer agent as of
September 8, 2017.
(b)
The Reporting
Person has the sole power to vote or direct the vote and the sole
power to dispose or to direct the disposal of all 29,647,101 shares
of common stock he beneficially owns.
(c)
Other than as
disclosed herein, during the past 60 days, the Reporting Person has
not made any purchases of common stock of the Issuer.
(d)
No other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
shares.
(e)
Not
Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to
Securities of the Issuer
The
information contained on the cover pages to this Amendment No. 2
and the information set forth in Items 3, 4 and 5 hereof are
incorporated by reference herein and Item 6 of the original
Schedule 13D is amended and supplemented as follows:
Except
as disclosed in this Amendment No. 2, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person and any other person with respect to
any securities of the Issuer, including but not limited to transfer
or voting of any securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of
proxies.
5
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| | | | |
| | | | |
| | | | |
| Date:
September 18, 2017 | By: | /s/
Timur Turlov | |
| | | Timur
Turlov | |
| | | | |
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