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

September 7, 2024

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)
Florida	56-2560951
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(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
10524 Independence Ave. Chatsworth, CA	91311
(Address of principal executive offices)	(Zip Code)

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

Title of each class	Trading<br><br>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

Entry into a Binding Term Sheet with The Awareness Group:

On September 9, 2024, Freedom Holdings, Inc. (the “Company” or “FHLD”) entered a Binding Term Sheet (”Term Sheet”) with The Awareness Group, LLC (along with The Awareness Group, Inc., “TAG”) pursuant to which the Company agreed to enter into a reverse merger involving FHLD, an acquisition subsidiary of FHLD and The Awareness Group, Inc.. (the “Merger”).

Under the terms of the Term Sheet and upon the completion of the Merger, TAG will become the controlling shareholder and the pre-merger FHLD shareholders shall have a 10% stake in the post-merger company that is non-dilutable until uplisting to a national exchange. The closing of the transactions is due to occur or before September 15, 2024, unless mutually extended by the parties.

The following operating procedures, among others, will ensue post-closing of the Merger:

·	Pablo Diaz will be announced as CEO of FHLD and will be in full control of operating the entirety of the business;
·	TAG shall have full control of the Board of FHLD and will have sole discretion in approving any and all operations in reference to FHLD;
·	TAG shall have a right to appoint their own C level executives for carrying out the operations of FHLD;
·	TAG’s accountants will submit all reports to and compile the necessary financial reports and transfer them in an orderly and timely fashion for FHLD’s audit in accordance with securities laws;
·	TAG will appoint their CFO to submit reports and work directly with FHLD auditor and have a right to appoint FHLD’s auditor;
·	TAG will control all bank accounts and treasury of FHLD;
·	TAG CFO. shall manage all of the public filings with FHLD’s Auditor in order to keep the public entity in compliance;
·	TAG will have full control to release, subject to securities laws, press releases needed to report to the market;
·	TAG shall be able to appoint its own securities counsel to serve as the FHLD’s securities counsel;
·	TAG can immediately post the closing appoint third-party service providers for FHLD, including but not limited to the IR/PR firm, press release newswire, and transfer agent; and
·	TAG shall assume the accounts payable and notes payable as disclosed in the FHLD Financial Statements for the period ending June 30.

The information set forth above is qualified in its entirety by reference to the Term Sheet, which is incorporated herein by reference and attached hereto as Exhibit 10.1.

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Termination of Letter of Intent with Frank AI AB:

On September 7, 2024, Freedom Holdings, Inc. (the “Company”) upon the completion of its due diligence terminated the Letter of Intent dated June 24, 2024 for the acquisition of Frank AI AB due to management’s determination that the acquisition would not be advantageous for the Company’s shareholders.

The information set forth above is qualified in its entirety by reference to the termination letter, which is incorporated herein by reference and attached hereto as Exhibit 10.2.

ITEM 7.01. REGULATION FD DISCLOSURE

On September 9, 2024, Freedom Holdings, Inc. (the “Company”) and The Awareness Group, LLC (“TAG”)  issued a press release announcing the signing of the term sheet dated September 9, 2024 between the Company and TAG. The press release is being furnished as Exhibit 99.1 to this Report.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 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.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

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

Exhibit No.	Description
10.1	Binding Term Sheet dated September 9, 2024
10.2	Acknowledged Letter dated September 7, 2024 Terminating the Letter of Intent dated June 24, 2024
99.1	Press Release dated September 9, 2024
104	Cover Page Interactive Date File (embedded within the Inline XBRL Document)
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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: September 9, 2024	By:	/s/ John Vivian
		John Vivian
		Chief Executive Officer
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fhld_ex101.htm EXHIBIT 10.1

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September 9, 2024

FREEDOM HOLDINGS, INC.

John Vivian

CEO

THE AWARENESS GROUP, LLC

Pablo Diaz Curiel

CEO

RE: Binding Term Sheet regarding the reverse merger

This Binding Term Sheet (“Binding Term Sheet”) memorializes the principal terms agreed to in the nonbinding Term Sheet dated August 8, 2024 upon which Freedom Holdings, Inc., (“FHLD” or “Pubco”) and The Awareness Group, LLC (along with The Awareness Group, Inc., “TAG”), collectively described as the Parties, agreed to effect a reverse merger involving FHLD, an acquisition subsidiary of FHLD and The Awareness Group, Inc..

At the time of consummation of the transactions contemplated by this Binding Term Sheet and the non-binding Term Sheet dated August 8, 2024 (the “Closing”), and on the terms and subject to all the conditions of this Binding Term Sheet, the Parties shall agree to the specific terms including but not limited to:

1.	FHLD and TAG are entering a mutually beneficial reverse merger agreement whereas a TAG entity will immediately obtain supermajority of Pubco (90%) and FHLD pre-merger shareholders receiving minority ownership (10%) into the Pubco post-Closing of the reverse merger and shall be non-dilutable until uplisting to a national exchange.
2.	Upon execution of this Binding Term Sheet, the Parties shall work in good faith to execute the reverse merger definitive documents with a closing date to take place no later than September 15, 2024, or any later date as the Parties may decide by mutual agreement.
3.	The following operating procedures will ensue post-Closing.

·	Pablo Diaz will be announced as CEO of FHLD and will be in full control of operating the entirety of the business.
·	TAG shall have full control of the Board of FHLD and will have sole discretion in approving any and all operations in reference to FHLD
·	TAG shall have a right to appoint their own C level executives for carrying out the operations of FHLD.
·	TAG’s accountants will submit all reports to and compile the necessary financial reports and transfer them in an orderly and timely fashion for FHLD’s audit in accordance with securities laws.
·	TAG will appoint their CFO to submit reports and work directly with FHLD auditor and have a right to appoint FHLD’s auditor.
·	TAG BOD will turn in timely board minutes and submit reports to the TAG CFO for public reporting and audit compliance.

·	TAG will control all bank accounts and treasury of FHLD.
·	TAG will conduct all operations in accordance with corporate governance responsibilities and securities laws.
·	TAG CFO. shall manage all of the public filings with FHLD’s auditor in order to keep the post-merger public entity in compliance.
·	TAG will have full control to release, subject to securities laws, press releases needed to report to the market.
·	TAG shall be able to appoint its own securities counsel to serve as the Pubco’s securities counsel.
·	TAG can immediately after the Closing appoint its third-party service providers for FHLD, including but not limited to the IR/PR firm, press release newswire, and transfer agent.
·	TAG shall assume the account payable and notes payable as disclosed in FHLD’s Financial Statements for period ending June 30
·	Both parties acknowledge that due diligence has been completed as per terms on executed term sheet that was executed on August 8, 2024, between all parties.

4.	TAG shall be solely responsible and shall have full authority to accept the terms of any capital raise function post-Closing. If TAG is able to secure an ELOC for FHLD, TAG shall manage the puts and deposits and receive all of the proceeds from the ELOC and/or any other capital raise.
5.	The existence of this Binding Term Sheet and the contents hereof, as well as all mutually discussed, projections, forecasts, technology, processes, management, related entities, shareholders, members and other materials relating to any of the parties, or their subsidiaries and other affiliates shall all be treated as confidential information by the parties and shall not be disclosed or used by any party without the written consent of the other party. The parties shall cause their affiliates to observe the confidentiality provided for in this Binding Term Sheet. For the avoidance of doubt, the parties may disclose such information (a) to such party’s bankers and other financing sources, employees and professional advisors, in each case under a confidential relationship, in connection with the Acquisition, and (b) if required pursuant to any court order, investigation by a governmental or regulatory entity, and any applicable law or regulation (including applicable securities laws and regulations and rules promulgated thereunder), and if such disclosure is required, the party from whom such disclosure is sought will, if practicable, (i) request that the subject matter to be disclosed be kept confidential and not used for any purpose, (ii) to the extent permitted by law, give reasonable advance notice in writing to the other party that such disclosure has been required, (iii) to the extent permitted by law, make such disclosure as late as legally permissible (as determined by the party making such disclosure upon the advice of its counsel), and (iv) limit the information to be disclosed to that which is required to be disclosed (including with respect to any periodic filings in respect of the Binding Term Sheet to be made with the U.S. Securities and Exchange Commission).
6.	This Binding Term Sheet will automatically terminate and be of no further force and effect upon the earlier of: (i) the execution of definitive agreements in connection with the reverse merger by the Parties ; and (ii) mutual agreement of the Parties.

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7.	If any of the foregoing binding terms of this Binding Term Sheet, as applied in any circumstance, shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Binding Term Sheet, the application of such provision in any other circumstance, or the validity or enforceability of the remaining binding terms of this Binding Term Sheet.
8.	Upon execution of this Binding Term Sheet, neither party shall offer or negotiate with any third parties about a reverse merger until definitive agreements and necessary corporate actions have taken place.
9.	This Binding Term Sheet and all of the provisions thereunder shall be contstrued in accordance with the laws of the State of Nevada.

Acknowledged and agreed this 9^th^ day of September 2024 to be legally binding the on the Parties as set forth herein:

FREEDOM HOLDINGS, INC.

/s/ John Vivian

John Vivian

CEO/Chairman

THE AWARENESS GROUP, LLC.

/s/ Pablo Diaz Curiel

Pablo Diaz Curiel

CEO/Chairman

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fhld_ex102.htm EXHIBIT 10.2

FREEDOM HOLDINGS, INC.

September 7, 2024

Frank AI AB

Ellagardsvagen 40A

187 45

Taby, Sweden

Attn: Johannes Vermandois and Eric Heimer Co-Founders

Re:	Letter of Intent - Termination

Dear Sirs,

Please accept this letter to formally terminate the letter of intent dated June 24, 2024. After much discussion and research into the world of Artificial Intelligence, we have determined that such an acquisition would not be a good fit for our company’s future.

Please accept our apologies for the time it has taken to come to this decision, and we wish you the best in your future endeavors.

Sincerely,<br> <br><br> <br>FREEDOM HOLDINGS, INC.
/s/ John Vivian

| John Vivian |

| CEO/Director |

Acknowledged this 7th day of September 2024

/s/ Johannes Vermandois	/s/ Eric Heimer

| Johannes Vermandois | Eric Heimer |

fhld_ex991.htm EXHIBIT 99.1

Freedom Holdings and The Awareness Group (TAG) Announce Binding LOI For Reverse Merger

·	Led by industry veteran Pablo Diaz, TAG is an emerging alternative energy company with solar, blockchain, marketing and fintech assets
·	The TAG GRID will form the foundation of an aggressive organic and inorganic growth strategy to provide an all-inclusive, all-encompassing solution to solar service providers of commercial and residential customers within the alternative energy space
·	Transaction expected to close in September 2024

Scottsdale, AZ and Chatsworth, CA – September 9, 2024 – Freedom Holdings, Inc. (OTCPINK: FHLD), an SEC-reporting company, and The Awareness Group LLC (TAG), founder of the TAG GRID and an emerging leader in the alternative energy space, today announced the companies signed a binding letter of intent (LOI) for a reverse merger transaction, enabling TAG to become publicly listed under the FHLD ticker. The companies expect the transaction to close in September 2024.

"This reverse merger is key to accelerating TAG’s growth strategy to create a multi-hundred million dollar company over the next few years,‘ said Pablo Diaz, founder, chairman and CEO of TAG. ‘I believe this merger will benefit TAG by providing a more potent vehicle to fund the Company’s growth strategy and giving existing FHLD shareholders the ability to benefit from the combined scale of our businesses. Our team has created significant shareholder value via two prior public solar enterprises, and our goal is to exceed these past successes at TAG.

"The TAG GRID is the next evolution of this strategy. We have built an ecosystem that addresses every part of the solar landscape through multiple service provider networks that bring residential and commercial deals into the ecosystem, with TAG at the epicenter of all deals. Additionally, in 2023, we acquired five companies that amplify our ability to be the guarantor for all TAG-funded projects while also benefitting from our proprietary growth programs as part of the TAG GRID. These assets include lead generation, EPC and unique fintech and alternative energy blockchain assets.

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‘We believe these proven, proprietary growth programs have the potential to create at least $40 million in revenue in 2025 through organic growth. Additionally, we have a bespoke M&A strategy that can add complementary businesses that create significant synergies by combining with TAG. As an example of the potential strength of the TAG model, we tested our proprietary growth programs with three potential acquisition targets before acquiring our foundational assets. During these 40 days, with no growth capital invested, we created a $25 million revenue pipeline without having all the pieces to the pie as we do now. In the coming weeks, TAG will release additional information to educate existing FHLD and potential new shareholders about how The TAG GRID will create shareholder value."

The TAG GRID

TAG is introducing the next evolution of a growth model pioneered by Diaz in two prior public ventures that drove 10X revenue growth within the first year of implementation. The TAG GRID puts TAG at the center of all key areas of solar project development, making the Company the conduit for service providers. This unique model helps each part of the ecosystem grow through robust, simple-to-use technology platforms. The TAG GRID encompasses:

·	The TAG Dealer Program is a national network of over 500 sales agents onboarded to the platform, to which TAG will provide commercial and residential deal support;
·	TAG Financial Services provides access to industry-leading lending solutions for residential and commercial projects;
·	TAG Distribution provides materials procurement for all TAG-funded projects;
·	The TAG Contractor Program provides design and installation solutions through its national network of residential and commercial solar construction and installation contractors. Currently, there are 119 contractors activated on the TAG GRID platform, providing installation capabilities in 38 states;
·	The TAG Broker Program incentivizes brokers to bring their deals, customers and partners into the TAG GRID ecosystem.

Additionally, TAG brings a carbon credits validation and trading platform and an alternative energy crypto incentive program that enables network members and end customers to further benefit financially from the TAG GRID.

Key Merger Terms

·	TAG shareholders will obtain a 90% supermajority of FHLD shares outstanding;
·	TAG CEO Pablo Diaz and the TAG management team will take over as the executive team for FHLD;
·	TAG will assume control of the FHLD board and appoint its existing board members, Pablo Diaz, Marco Rubin and Brooks Holcomb, to the FHLD board.

Separately, TAG terminated its prior reverse merger transaction with AppLife Digital Solutions (OTCQB: ALDS) in July 2024.

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Forward-Looking Statements:

This press release may contain forward-looking statements. The words ‘believe,‘ ‘expect,‘ ‘should,‘ ‘intend,‘ ‘estimate,‘ ‘projects,‘ variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ significantly from those expressed or implied by such forward-looking statements are risks that are detailed in the Company’s respective filings at www.sec.gov and www.otcmarkets.com.

About TAG

Innovation is at the heart of The Awareness Group (TAG). We are building the TAG GRID, a comprehensive national platform for alternative energy services and solutions targeting commercial and residential solar services providers. With a unique growth model, TAG has acquired five companies across the alternative energy space, ranging from fintech for national residential and commercial project funding solutions, solar lead generation, sales and installation services to blockchain and a digital carbon and renewable energy credits marketplace. TAG is structured for organic growth, complemented by a highly synergistic corporate development strategy focused on expanding current business lines and adding innovative technologies. The Company aims to quickly build a profitable, multi-$100 million company over the next few years and create significant value for customers, employees, partners, and current and prospective investors. For more information, please visit us at https://www.awarenessgroup.llc/

TAG Investor Relations and Media Contact:

Brian Siegel, IRC®, M.B.A.

Senior Managing Director

Hayden IR

(346) 396-8696

brian@haydenir.com

Freedom Holdings, Inc.

johnvivian@fredholdings.com

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