IPO - Freedom Holdings, Inc.

Form Type: S-1/A

Filing Date: 2025-04-16

Corporate Action: Ipo

Type: New

Accession Number: 000147793225002785

Filing Summary: Freedom Holdings, Inc. is filing this registration statement to register up to 105,000,000 shares of its common stock for resale by a Selling Stockholder, ClearThink Capital Partners, LLC. This offering is not aimed at raising proceeds for the Company but rather for existing shareholders. The common stock is currently traded on the OTC market under the symbol 'FHLD', with a recent closing price of $0.12 per share. The shares will be sold based on the average of the two lowest volume weighted average prices (VWAP) of the Company's stock over specified range; the shares are linked to a STRATA Purchase Agreement (SPA) made on January 30, 2025. The Company expresses concerns regarding its ability to remain a going concern and estimates needing approximately $1,000,000 in capital within the next year. Capital is planned to be raised through sales of products, borrowings, and private placements. Pablo Diaz controls the majority voting rights in the company, largely due to his ownership of Series A preferred stock, which enables him significant influence over corporate decisions. The auditor's integrity is questioned due to SEC allegations against them, presenting additional risk factors for potential investors. This filing is classified under the Securities Act of 1933, necessitating the registration of these securities and their approval prior to sale, and it emphasizes the need for transparency and due diligence by potential buyers.