Freedom Holding Corp. filed a Form 8-K on October 29, 2026, disclosing that on October 23, 2026, it and its wholly-owned AIFC subsidiary entered into an investment agreement with Kokzhiyek Fund LP for the issuance of bonds with an aggregate principal amount of up to $1,160,000,000.

Key Highlights

  • Bond size: Kokzhiyek Fund LP agreed to subscribe for bonds in an aggregate principal amount of up to $1,160,000,000, to be issued by FRHC-IF.SPC Ltd., a wholly-owned subsidiary of Freedom Holding Corp.
  • Interest rate and maturity: The bonds bear interest at 7.8% per annum, payable semi-annually, and mature five years from the date of issuance.
  • Use of proceeds: According to the filing, proceeds may be used only to finance seven specified investment projects covering data centers, an artificial intelligence supercluster, telecommunications infrastructure, media, urban technology, and cross-border trade.
  • Guarantors: The issuer's obligations are guaranteed by Freedom Holding Corp., Freedom Kazakhstan Ltd., and Mr. Timur Turlov, the Company's Chief Executive Officer, Chairman of the Board, and majority shareholder, pursuant to guarantee agreements dated October 23, 2026.
  • Financial covenants: The Company is required to maintain, on an annual consolidated basis beginning with the fiscal year ending March 31, 2027, a ratio of corporate debt to equity of no more than 3.5x and a ratio of liquid assets to corporate debt of at least 1.1x.
  • Equity conversion right: If the issuer fails to pay any coupon and such failure continues for 90 calendar days, the fund may require the Company to issue shares of common stock, but only if the failure occurs after the second and before the fourth anniversary of the fund's initial bond purchase, and only for unpaid interest.
  • Private placement: The bonds will be issued in a private placement with no underwriter engaged and no underwriting discounts or commissions to be paid, according to the filing.

Freedom Holding Corp. and FRHC-IF.SPC Ltd. Detail Terms of $1.16 Billion Bond Agreement

According to the Form 8-K filed with the SEC on October 29, 2026, Freedom Holding Corp. (NASDAQ:FRHC) and its wholly-owned AIFC subsidiary, FRHC-IF.SPC Ltd. (the "Issuer"), entered into an investment agreement on October 23, 2026, with Kokzhiyek Fund LP (the "Fund"). The Fund is described in the filing as an investment fund established under the laws of the AIFC, managed by Qazaqstan Investment Capital Management Ltd., and forming, through Qazaqstan Investment Corporation JSC, part of the group of JSC National Investment Holding Baiterek. The bonds will be listed on the Astana International Exchange.

The filing states that bond proceeds will be deposited into an escrow account at Freedom Bank Kazakhstan JSC and released in stages under a disbursement schedule through an availability period ending December 30, 2028, which the Fund may extend at the Issuer's request. Bonds corresponding to any proceeds not disbursed by the end of the availability period are subject to mandatory early redemption. The filing specifies that the Issuer, the Company, and relevant project companies must collectively contribute their own funds equal to at least 10% of the total cost of each project, with aggregate contributions across all projects amounting to at least 20% of the aggregate principal amount of the bonds issued.

The filing also discloses that each release of bond proceeds requires the Fund's consent and confirmation by an independent financial and technical controller. As funds are released for each project, the Fund will be entitled to pledges over acquired assets, revenue contracts, land, fixed assets, and 100% of the equity of each project company. The filing further notes that any use of proceeds for unauthorized purposes constitutes an event of default if not remedied within 60 calendar days after notice from the Fund.

What Was Disclosed

Freedom Holding Corp. disclosed entry into an investment agreement for bonds of up to $1,160,000,000 at 7.8% per annum, maturing in five years, guaranteed by the Company, Freedom Kazakhstan Ltd., and CEO Timur Turlov, with proceeds restricted to seven named investment projects.