M&A - Freedom Holdings, Inc.

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Form Type: 10-Q

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000147793225000994

Filing Summary: This quarterly report provides an overview of Freedom Holdings, Inc. for the period ending December 31, 2024. The company recently completed a merger with The Awareness Group (TAG), which has influenced its financial activities. The report highlights revenues of $14,793,455, up from previous records, with net income of $7,292,314, reflecting considerable operational gains. Current assets have significantly increased to $20,401,932, with marketable securities of $1,260,000 and unbilled receivables noted at $16,864,211. The total assets reached $44,698,089, up from $30,270,399 in the previous quarter. The report indicates a growing capital base with a reported stockholder's equity of $36,844,822 and shares outstanding remaining constant at 58,608,825. Legal proceedings and risk factors have also been mentioned, emphasizing the company’s ongoing operational risks and uncertainties especially related to cash flow management and capital acquisition for future growth. Additionally, the company has noted that it is an emerging growth company and is not classified as a shell company, aiming to abide by federal regulations in their future disclosures and financial practices.

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Additional details:

Cik: 0001386044


Common Stock Outstanding: 58608825


Total Assets: 44698089


Total Liabilities: 14509494


Net Income: 7292314


Revenue: 14793455


Merger Details: Merger with The Awareness Group (TAG)


Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225000586

Filing Summary: On January 25, 2025, Freedom Holdings, Inc. entered into an Equity Purchase Agreement with Renewable Energy Products Manufacturing Corp. (REPM) to acquire a 51% ownership interest in REPM and an option to acquire the remaining 49% within the next twelve months, contingent upon REPM achieving at least $250,000 in EBITDA. The agreement includes an Onboarding Plan which involves assuming REPM's operating expenses, providing necessary capital and executive support, and implementing TAG's programs. The acquisition aims to enhance TAG's commercial solar strategy, combining expertise in business development and innovative approaches to renewable energy solutions. This move marks a significant step towards the company's mission of promoting sustainable energy.

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Additional details:

Item 1 01: Equity Purchase Agreement


Financial Statements Exhibits: Equity Purchase Agreement dated January 25, 2025


Position Of Repm: 51% ownership interest


Option To Acquire: 49% within the next twelve months


Minimum Ebitda Required: $250,000


Form Type: 10-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000147793225000298

Filing Summary: Freedom Holdings, Inc. has undergone significant changes following a reverse merger with The Awareness Group LLC (TAG) on September 17, 2024. This transaction resulted in TAG becoming a wholly owned subsidiary of Freedom Holdings. As part of the merger, TAG shareholders gained control of 89.5% of the company through a restated Series A Preferred class of stock. Pablo Diaz, the CEO of TAG, took over as CEO of Freedom Holdings, alongside the TAG management team, who now also comprise the executive team at Freedom Holdings. The Company was previously involved in the mortgage and oil and gas sectors but transitioned into consulting and ultimately partnered with MedCann Industries, Inc. before ceasing operations with them in June 2024. The document outlines disclosures about the business strategies, potential risks, and changes in management.

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Additional details:

Business Development: The Company transitioned from mortgage and oil and gas operations to partnering with MedCann Industries and ultimately completing a reverse merger with TAG.


Merger Details: TAG became a wholly owned subsidiary, with its management team taking over the operations and board of directors of Freedom Holdings.


Management Changes: Pablo Diaz appointed as CEO, with the TAG management team now leading the Company.


Financial Condition: The company faces significant risks associated with its limited operating history and raised concerns about its ability to continue without adequate revenue.


Risk Factors: Substantial doubt about the Company's ability to continue as a going concern due to financial uncertainties.


Emerging Growth Company: Freedom Holdings qualifies as an emerging growth company, allowing it reduced reporting requirements.


Market Value: As of the last business day of the most recently completed second fiscal quarter, the aggregate market value of Freedom Holdings' common equity held by non-affiliates was approximately $13,274,118.


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