| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
Washington, D.C. 20549 | ||||||||
| FORM 12b-25 | ||||||||
| SEC FILE NUMBER | ||||||||
| 001-33034 | ||||||||
| NOTIFICATION OF LATE FILING | ||||||||
| CUSIP NUMBER | ||||||||
| 356390104 | ||||||||
(Check One): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: March 31, 2025
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. | ||
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
| Freedom Holding Corp. | ||
Full Name of Registrant
| n/a | ||
Former Name if Applicable
| 40 Wall Street, 58th Floor | ||
Address of Principal Executive Office (Street and Number)
| New York, NY, 10005 | ||
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |||||
☑ | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N_CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||||
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||||
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Freedom Holding Corporation (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for its fiscal year ended March 31, 2025 (the “Form 10-K”) by May 30, 2025, the original due date for such filing, without unreasonable effort or expense. The Company requires more time to complete the procedures relating to its year-end reporting process, including completion of the audit of the Registrant’s financial statements by the Company’s independent auditors for inclusion in the Form 10-K.
The Company expects to file the Form 10-K within the extension period of 15 calendar days, as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Evgeniy Ler +7 727 311-1064
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☑ Yes ☐ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☐ Yes ☑ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
| Freedom Holding Corp. | ||||||||
(Name of Registrant as Specified in Charter) | ||||||||
| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. | ||||||||
| Date: May 30, 2025 | By: | /s/ Evgeniy Ler | ||||||
| Evgeniy Ler | ||||||||
| Chief Financial Officer | ||||||||