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

May 14, 2024

Date of Report (Date of earliest event reported)

000-52952

Commission File Number

818-357-3155

(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

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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

New Independent Accountants

Effective May 14, 2024 BF Borgers, Certified Public Accountants (“Borgers”), was dismissed as the independent registered public accounting firm of Freedom Holdings Inc. (the “Company”). as our independent registered public accounting firm, due to not being permitted to appear before the SEC. The Company’s Board of Directors approved the dismissal of Borgers.

Effective May 14, 2024 our Board of Directors appointed, Olayinka Oyebola Co.(“OOC”) as our independent registered public accounting firm, to re-audit our financial statements for the fiscal year ended September 30, 2023 and subsequent interim periods (the “Appointment”).

Prior to Borgers appointment in December 2022, OCC was the Company auditor for fiscal years 2021 and 2022 and the subsequent interim periods, preceding the Appointment of Borgers.

ITEM 8.01 OTHER EVENTS

On May 21, 2024 we published a press release announcing the engagement of OCC as the Company’s new auditor replacing Borgers.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following exhibit is filed with this Current Report on Form 8-K:

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.

fhld_ex991.htm EXHIBIT 99.1

FREEDOM HOLDINGS CORPORATE UPDATE: MANAGEMENT ANNOUNCES A CHANGE OF AUDIT FIRMS HAS BEEN COMPLETED

Chatsworth, CA– May 21, 2024, – Freedom Holdings, Inc. aka Freedom Acquisition Corp (FHLD the Company; OTC: FHLD) Freedom Holdings is pleased to announce that the Company has engaged Olayinka Oyebola & CO Chartered Accountants to complete the requirement of having the financial statements audited by a member of the Public Company Accounting Oversight Board. (PCAOB)

On May3, 2024 the Securities Exchange Commission (Commission) announced an administrative action against BF Borger CPA PC and that Borgers is denied the privilege of appearing or practicing before the Commission as an accountant.

The action taken by the Commission required the Company to retain a different audit firm and as a result of the order will be reauditing the fiscal year of 2023. The Company filed the 8K as required in May 20, 2024 to reflect this change of audit firms.

As announced earlier on 02/26/2024, FINRA processed a Form 211 relating to our initiation of priced quotations for FHLD, which means that the submitting broker-dealer has demonstrated to FINRA compliance with FINRA Rule 6432 and therefore has met the requirements under that rule to initiate a quotation for FHLD within four days of 02/26/2024. FINRA’s processing of a Form 211 in no way constitutes FINRA’s approval of the security, the issuer, or the issuer’s business and relates solely to the submitting broker-dealer’s obligation to comply with FINRA Rule 6432 and SEE Rule 15c2-11 when quoting a security.

The Company will be working with OTC Markets making application to gain a QB status on the OTC Markets board as soon as possible.

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Operations have begun to execute the company’s business plan to add shareholder value through organic and acquisitional growth. The Company has been in negotiations with several companies in the cannabis industry, who have shown interest in a potential merger with Freedom.

Mr. Vivian, Freedom Holding CEO stated, “I want to thank Glendale Securities for all the assistance and confidence as we worked through the 15c211 application process, We have been working diligently with FINRA requested information and documentation to complete the 15c211 review and with the completion of the review, the Company plans to aggressively pursue the business plan including but not limited to purchasing a facility to Extract - Manufacture, Grow and Test cannabis products.”

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.

Press Release Contact:

John Vivian

Freedom Holdings, Inc.

818-357-3185