8-K - TAAG - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934

December30, 2021

Date of Report (Date of earliest event reported)

000-52952

Commission File Number

FREEDOM HOLDINGS, INC.
(Exact<br> name of registrant as specified in its charter)
Maryland	56-2560951
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(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
6461 N 100 E, Ossian, Indiana	46777
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(Address<br> of principal executive offices)	(Zip<br> 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<br> Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title<br> of each class	Trading<br> Symbol(s)	Name<br> 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. ☐

Item1.01. Entry into a Material Definitive Agreement

On December 30, 2021, Freedom Holdings, Inc. (the “Company” or “FHLD”) executed the Security Purchase Agreement meaning that the Company has closed the transaction to acquire equity interests consisting of an aggregate of 10,000 shares of common stock of Carbon Zero Asset Management, Inc. (COzero), representing 100% of the issued and outstanding securities of (the “Acquisition”).

COzero has become a wholly owned subsidiary of FHLD and will continue to operate the Company as a wholly owned subsidiary of FHLD.

The Purchase Price was be paid as follows:

1.	311,672,730<br> shares of common stock of FHLD, par value $0.0001 (the “Shares”) shall be issued to COzero shareholders.
2.	As<br> a result of the acquisition all FHLD preferred shares have been converted into 15,920,945 shares of common stock leaving no preferred<br> shares issued or outstanding.

Item8.01. Other Events

On December 30, 2021, we issued the press release attached hereto as Exhibit 99.1 titled “Freedom Holdings, Inc. Clarifies OTCMarkets Yield Sign”.

On December 30, 2021, we issued the press release attached hereto as Exhibit 99.2 titled “Freedom Holdings, Inc. Closes Acquisitionof Carbon-Zero, a Blockchain-Based Carbon Credit Fintech Company”

The information in this Current Report on Form 8-K with respect to Item 8.01 (including the Press Releases attached hereto as Exhibit 99.1 and 99.2 hereto) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached hereto as Exhibit 99.1 and 99.2 hereto).

Item9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
1.01	Security Purchase Agreement dated 12-30-2021
99.1	Press Release dated 12-30-2021
99.2	Press Release dated 12-30-2021
104	Cover Page Interactive Data File (embedded within the<br> 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: December<br> 30, 2021	By:	/s/ Brian Kistler
		Brian Kistler
		Chief Executive Officer

Exhibit 1.01

Exhibit99.1

FreedomHoldings, Inc. Clarifies OTC Markets Yield Sign

Stamford, CT – December 30, 2021 – Freedom Holdings, Inc. (“FHLD” or the “Company,” OTC: FHLD) is pleased to Clarify that the Company is not delinquent in its SEC filings.

The Company has a fiscal year of September 30 therefore the deadline for filing the annual report is December 30, 2021, without an extension. As previously announced, the Company has just changed its auditing firm to BF Borgers CPA therefore it will be filing for the allowed extension of the upcoming 10K.

The indication on OTC Markets that the Company is SEC Delinquent is incorrectly stated.

AboutFreedom 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.

PressRelease Contact:

Brian Kistler

Director

Freedom Holdings, Inc.

SafeHarbor 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.

Exhibit99.2

FreedomHoldings, Inc. Closes Acquisition of Carbon-Zero, a Blockchain-Based Carbon Credit Fintech Company

Stamford, CT – December 30, 2021 – 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.”

AboutCarbon-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.