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On June 23, 2022 the acquisition of Carbon Zero Asset Management was rescinded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 The acquisition was rescinded due to the breach of agreement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was rescinded due to the breach of agreement by AD Securities that called for AD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therefore per the new rules the 15c211 was rescinded.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
3.1 Amendment of Articles of Incorporation as filed in the State of
Florida dtd 6-24-2022
3.2 Amendment of Articles of Incorporation as filed in the State of
Florida dtd 8-2-2022
10.1 Stock Purchase Agreement Rescission dtd May 6, 2022
104 Cover Page Interactive Date File (embedded within the Inline XBRL
Document)
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