8-K: Freedom Holdings to Merge with The Awareness Group, Shifting Focus to Alternative Energy

Freedom Holdings, Inc. has entered a binding agreement for a reverse merger with The Awareness Group, LLC, marking a significant shift towards the alternative energy sector.

Summary

• Freedom Holdings, Inc. (FHLD) has agreed to a reverse merger with The Awareness Group, LLC (TAG), an alternative energy company.
• Upon completion of the merger, TAG will control 90% of the combined entity, while pre-merger FHLD shareholders will retain 10%, which is non-dilutable until uplisting to a national exchange.
• The merger is expected to close on or before September 15, 2024, unless extended by mutual agreement.
• Pablo Diaz, CEO of TAG, will become the CEO of FHLD and will have full control of the business operations.
• TAG will control the board of FHLD, appoint its own C-level executives, manage finances, and handle public filings.
• FHLD has terminated its previous acquisition agreement with Frank AI AB due to a determination that it was not advantageous for shareholders.
• TAG aims to create a multi-hundred million dollar company within the next few years through organic growth and strategic acquisitions.
• TAG's business model, known as the TAG GRID, includes a network of sales agents, financial services, material procurement, contractor programs, and a carbon credits platform.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook with a clear growth strategy and strong management team. The merger is presented as a beneficial move for both companies, with a focus on future growth and shareholder value. The potential for a capital raise is also mentioned.

Positives

• The merger provides FHLD shareholders with exposure to the alternative energy sector through TAG.
• TAG has a proven track record of creating shareholder value in prior public solar ventures.
• TAG's TAG GRID model is designed for rapid growth and scalability.
• TAG has a strong management team led by Pablo Diaz.
• TAG has a $25 million revenue pipeline from a 40-day test of its growth programs.
• TAG projects $40 million in revenue in 2025 through organic growth.
• The 10% stake for existing FHLD shareholders is non-dilutable until uplisting to a national exchange.

Negatives

• Existing FHLD shareholders will have a reduced ownership stake of 10% in the post-merger company.
• FHLD has terminated its acquisition of Frank AI AB, indicating a potential shift in strategic direction.
• The merger is subject to closing conditions and could be delayed or not completed.
• The success of the merger and TAG's growth strategy is not guaranteed.

Risks

• The merger may not close by the expected date of September 15, 2024, or at all.
• The integration of FHLD and TAG may present operational and financial challenges.
• TAG's growth projections may not be realized.
• The alternative energy sector is subject to regulatory and market risks.
• The company's future performance is dependent on the successful execution of TAG's business plan.
• The company is subject to risks detailed in their filings at www.sec.gov and www.otcmarkets.com.

Future Outlook

TAG aims to create a multi-hundred million dollar company over the next few years through organic growth and strategic acquisitions. They project $40 million in revenue in 2025 through organic growth.

Management Comments

• Pablo Diaz, founder, chairman and CEO of TAG, stated that the reverse merger is key to accelerating TAG's growth strategy.
• Diaz believes the merger will benefit TAG by providing a more potent vehicle to fund the company's growth strategy.
• Diaz also believes the merger will give existing FHLD shareholders the ability to benefit from the combined scale of the businesses.
• Diaz stated that the TAG GRID is the next evolution of their strategy and that they have built an ecosystem that addresses every part of the solar landscape.

Industry Context

This announcement reflects a growing trend of companies in the alternative energy sector seeking public listings to access capital and accelerate growth. The merger positions FHLD to participate in the expanding solar energy market through TAG's established platform and business model.

Comparison to Industry Standards

• TAG's goal of achieving multi-hundred million dollar revenue within a few years is ambitious but not unprecedented in the rapidly growing alternative energy sector.
• The TAG GRID model, which integrates various aspects of solar project development, is similar to other vertically integrated solar companies, such as SunPower and Tesla Energy, but with a focus on service providers.
• The 10X revenue growth within the first year of implementation that TAG has achieved in prior ventures is a strong indicator of their potential for rapid expansion.
• The acquisition of five companies in the alternative energy space is a common strategy for companies looking to quickly expand their capabilities and market reach, similar to strategies employed by companies like Enphase Energy and SolarEdge.

Management Changes

Stakeholder Impact

• Existing FHLD shareholders will have a reduced ownership stake but will gain exposure to the alternative energy sector.
• TAG shareholders will gain a public listing and access to capital.
• Employees of both companies may experience changes in roles and responsibilities.
• Customers and partners of TAG will benefit from the expanded platform and resources.
• The merger is expected to create value for all stakeholders.

Next Steps

• The parties will work to execute the reverse merger definitive documents.
• The merger is expected to close on or before September 15, 2024.
• TAG will release additional information to educate existing FHLD and potential new shareholders about the TAG GRID.
• TAG will appoint its own C-level executives and board members for FHLD.
• TAG will manage all financial and operational aspects of FHLD post-merger.

Key Dates

Keywords

reverse merger, alternative energy, solar, TAG GRID, acquisition, renewable energy, fintech, blockchain, growth strategy, shareholder value