EXHIBIT 3.1
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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
June 23, 2022
Date of Report (Date of earliest event reported)
000-52952
Commission File Number
Freedom Holdings, Inc. aka Freedom Acquisition Corp. |
(Exact name of registrant as specified in its charter) |
Florida |
| 56-2560951 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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106 Ogden St, Ossian, IN |
| 06901 |
(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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 |
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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On June 23, 2022 the acquisition of Carbon Zero Asset Management was rescinded by way of a mutual agreement dated May 6. 2022 and fully executed by all parties of June 23, 2022. The acquisition was rescinded due to the breach of agreement by AD Securities that called for AD Securities to infuse $500,000 into Freedom upon the closing of the transaction. As a result, the Purchase Price of 311,672,730 shares of FHLD common stock, par value $0.0001 (the “Shares”) has been cancelled and has been returned to the Company treasury.
Item 5.01. Changes in Control of Registrant
On June 23, 2022 the acquisition of Carbon Zero Asset Management, Inc. (COzero) was rescinded due to the breach of agreement by AD Securities that called for AD Securities to infuse $500,000 into Freedom upon the closing of the transaction, and the control of the Company reverted back to the remaining shareholders of the Company common stock.
Item 5.02. Departure of Directors, or Principal Officers; Election of Directors; Appointment of Principal Officers
On June 23, 2022, Mr. Steve Lowe submitted his resignation effective immediately as a member of the Board of Directors stating that there was no dispute with the Company.
On June 28, 2022, Ms. Sachie McQueen submitted her resignation effective immediately as a member of the Board of Directors stating that there was no dispute with the Company.
Item 8.01. Other Events
As a further result of the breach of agreement by AD Securities in May 2022 the Company was unable to meet the requirements to remain SEC compliant and therefore per the new rules the 15c211 was rescinded.
The Company fully intends to do what is needed to regain the 15c211 from OTC Markets as soon as possible and in the meantime will continue to look for a qualified acquisition.
On June 24, 2022, the Company amended its Florida Articles of Incorporation at the request of AD Securities changing the name from Freedom Holdings, Inc. aka Carbon Zero Industries, Inc. to Freedom Holdings, Inc. aka Gamma Wireless, Inc. However, to date AD Securities has failed to follow through with a new acquisition.
On August 2, 2022, the Company has submitted an amendment of its Florida Articles of Incorporation changing its name to Freedom Acquisition Corp.
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 |
| Amendment of Articles of Incorporation as filed in the State of Florida dtd 6-24-2022 | |
| Amendment of Articles of Incorporation as filed in the State of Florida dtd 8-2-2022 | |
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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: August 2, 2022 | By: | /s/ Brian Kistler |
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| Brian Kistler |
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| Chief Executive Officer |
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EXHIBIT 3.1
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EXHIBIT 3.2
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EXHIBIT 10.1
STOCK PURCHASE AGREEMENT-RESCISSION
This STOCK PURCHASE AGREEMENT RESICISSON (the “Rescission”) dated May 6, 2022, is intended to rescind the STOCK PURCHASE AGREEMENT (the “Agreement”), dated December 30, 2021, between Freedom Holdings, Inc. (the “Buyer”) and each of the Persons identified as sellers on the signature pages hereto (each a “Seller”) and together (the “Sellers), and Tim Alford, solely in his capacity as representative of the Sellers (the “Seller Representative”). Buyer, the Sellers, and the Seller Representative be referred to individually as in this Rescission as a Party and collectively as the Parties.
WHEREAS the Sellers collectively own Three Hundred and Eleven Million, Six Hundred and Seventy-Two Thousand, Seven Hundred and Thirty (311,672,730) shares (the “Shares”) of Buyer’s common stock, par value $0.0001 par value per share (the “Common Stock”). And
WHEREAS the Buyer owns 10,000 shares, being 100% of the issued and outstanding equity interests of Carbon Zero Asset Management, Inc. And
WHEREAS the Parties wish to rescind the Agreement and all shares and equity interests will be returned to the original owners.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
RESCISSION
1.1 Exchange of Equity Interests. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell and deliver to Buyer, and Buyer shall purchase from each Seller, the Equity Interests set forth next to such Seller’s name on Exhibit A, free and clear of all Liens, for the consideration specified in Section 1.2.
1.2 Rescission Terms. The signing of this Rescission shall terminate the Agreement and all Equity Interests shall be returned to the Sellers and all Common shares shall be returned to the Buyer. All Parties agree to execute any and all documents required in order to consummate this Rescission Agreement.
1.3 No Future Claim. Upon execution of this Rescission Agreement neither Party shall retain any interest in the other Party and herein shall waive all future claims with or from the other Party.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Stock Purchase Agreement to be duly executed as of the day and year first above written.
FREEDOM HOLDINGS, INC.
| /s/ Brian Kistler |
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| By: Brian Kistler, CEO |
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| Up Capital Pty Limited ATF |
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| Howard Family Trust |
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| /s/ Andrew Howard |
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| By: Andrew Howard |
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| Seller and Seller Representative: |
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| /s/ Timothy Alford |
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| By: Timothy Alford |
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| Gammarey, Inc. |
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| By: Timothy Alford |
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| AD Securities America, LLC |
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| /s/ Doug Post |
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| By: Doug Post |
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| Global A Brands, Inc. |
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| /s/ Timothy Alford |
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| By: Timothy Alford |
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| Mingta Capital, LLC |
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| /s/ Timothy Alford |
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| By: Timothy Alford |
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| Spark Capital Investments, LLC |
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| Imran Firoz |
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| By: Imran Firoz |
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EXHIBIT A to Recission Agreement dated May 6, 2022
| Shareholder |
| Shares of Carbon Zero Asset Management Equity Interests of Sellers to be returned to Sellers |
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| Shares of Freedom Holdings Common Stock of Buyer to be returned to Buyer |
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| Up Capital Pty Limited ATF Howard Family Trust |
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| 3,000 |
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| 93,501,819 |
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| Gammarey, Inc. |
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| 3,000 |
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| 93,501,819 |
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| Global A Brands, Inc. |
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| 642 |
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| 20,000,000 |
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| Spark Capital Investments, LLC |
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| 500 |
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| 15,583,637 |
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| AD Securities America, LLC |
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| 1,396 |
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| 43,501,819 |
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| Timothy Alford |
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| 963 |
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| 30,000,000 |
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| Mingta Capital, LLC |
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| 500 |
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| 15,583,636 |
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