<SEC-DOCUMENT>0001654954-17-008944.txt : 20170929
<SEC-HEADER>0001654954-17-008944.hdr.sgml : 20170929
<ACCEPTANCE-DATETIME>20170929115428
ACCESSION NUMBER:		0001654954-17-008944
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170908
FILED AS OF DATE:		20170929
DATE AS OF CHANGE:		20170929

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Turlov Timur R
		CENTRAL INDEX KEY:			0001658629

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33034
		FILM NUMBER:		171109977

	MAIL ADDRESS:	
		STREET 1:		VLANSKIY PER. 14B
		STREET 2:		AP. 67
		CITY:			MOSCOW
		STATE:			1Z
		ZIP:			101000

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Freedom Holding Corp.
		CENTRAL INDEX KEY:			0000924805
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				300233726
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	BUSINESS ADDRESS:	
		STREET 1:		C/O POULTON & YORDAN
		STREET 2:		324 SOUTH 400 WEST SUITE 250
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84101
		BUSINESS PHONE:		801-355-2227

	MAIL ADDRESS:	
		STREET 1:		C/O POULTON & YORDAN
		STREET 2:		324 SOUTH 400 WEST SUITE 250
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84101

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BMB MUNAI INC
		DATE OF NAME CHANGE:	20031218

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERUNION FINANCIAL CORP
		DATE OF NAME CHANGE:	19960719
</SEC-HEADER>
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<SEQUENCE>1
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<DESCRIPTION>FORM 4
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<ownershipDocument>

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    <documentType>4</documentType>

    <periodOfReport>2017-09-08</periodOfReport>

    <issuer>
        <issuerCik>0000924805</issuerCik>
        <issuerName>Freedom Holding Corp.</issuerName>
        <issuerTradingSymbol>BMBMD</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001658629</rptOwnerCik>
            <rptOwnerName>Turlov Timur R</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>OFFICE 1704, 4B BUILDING,</rptOwnerStreet1>
            <rptOwnerStreet2>NURLY TAU BC, 17 AL FARABI AVE</rptOwnerStreet2>
            <rptOwnerCity>ALMATY</rptOwnerCity>
            <rptOwnerState>1P</rptOwnerState>
            <rptOwnerZipCode>050059</rptOwnerZipCode>
            <rptOwnerStateDescription>KAZAKSTAN</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>true</isDirector>
            <isOfficer>true</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <officerTitle>CEO</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2017-09-08</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>J</transactionCode>
                <equitySwapInvolved>false</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>12278602</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>0.225</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>29647101</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <remarks>Explanation of Responses: See Exhibit 99.1</remarks>

    <ownerSignature>
        <signatureName>/s/ Timur Turlov</signatureName>
        <signatureDate>2017-09-11</signatureDate>
    </ownerSignature>
</ownershipDocument>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>bmbm_ex991.htm
<DESCRIPTION>ADDITIONAL EXHIBITS
<TEXT>
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<font style="font-weight: bold">EXHIBIT 99.1</font><br>
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<font style="font-family: Times New Roman; font-size: 13px;">On
November 23, 2015, the Reporting Person and the Issuer entered into
a Share Exchange and Acquisition Agreement, dated November 23,
2015, (the &#x201C;Acquisition Agreement&#x201D;), which was filed as
Exhibit 2.01 to the Current Report on Form 8-K filed by the Issuer
with the Securities and Exchange Commission (the
&#x201C;Commission&#x201D;) on November 23, 2015 and which is
incorporated herein in its entirety by this reference. The
Acquisition Agreement provides for the acquisition by the Issuer of
all of the issued and outstanding equity interests of several
entities owned by the Reporting Person. The Acquisition Agreement
provides that following completion of all acquisitions contemplated
therein the Reporting Person will own approximately 95% of the
issued and outstanding common stock of the Issuer. Upon the initial
closing on November 23, 2015, the Reporting Person was issued
shares representing 80.1% of the then issued and outstanding common
stock of the Issuer. The Acquisition Agreement provides that the
Reporting Person would acquire up to approximately 93% of the
issued and outstanding common stock of the Issuer in exchange for
all of the issued and outstanding equity interest in LLC Investment
Company Freedom Finance, (&#x201C;Freedom RU&#x201D;) an operating
registered broker dealer in Russia, including its wholly owned
subsidiary, JSC Freedom Finance, an operating registered broker
dealer in Kazakhstan. As previously reported in the Annual Report
on Form 10-K of the Issuer filed with the Commission on June 30,
2017, on June 29, 2017, the Reporting Person and the Issuer closed
the acquisition of Freedom RU. As the Issuer had insufficient
authorized by unissued common shares to deliver the full
consideration agreed to in the Acquisition Agreement, as an
accommodation to facilitate the closing, the Reporting Person
agreed to accept a partial issuance at the closing of 209,660,533
shares of the Issuer increasing his ownership interest in the
Issuer&#x2019;s common stock to approximately 88.6%. The Reporting
Person agreed further to defer the issuance of the balance of the
common shares agreed to until such time as the Issuer could
complete a reverse stock split to provide sufficient authorized but
unissued shares to issue him the 93% agreed in the Acquisition
Agreement. As previously 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. Following completion of the reverse stock split,
consistent with the terms of the Acquisition Agreement and the
agreement of the Issuer and the Reporting Person at the closing of
the Freedom RU acquisition, on September 8, 2017, the Issuer issued
12,278,602 shares of common stock to the Reporting Person,
increasing the Reporting Person&#x2019;s ownership of the
Issuer&#x2019;s outstanding common stock to 93%. The price per share
reflects the price per share of the Issuer&#x2019;s common stock
agreed to at the time the Acquisition Agreement was entered into
adjusted to reflect the one-share-for-twenty-five shares reverse
stock split.<br>
&#xA0;<br>
&#xA0;<br>
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