Freedom Holding CEO Timur Turlov speaks throughout a press interview in Moscow, Russia, Oct. 10, 2019.
Maxim Shemetov | Reuters
Freedom Holding, a Nasdaq-traded Kazakh monetary agency that is been the goal of distinguished quick sellers, is being investigated by federal prosecutors and Securities and Trade Fee counsel over compliance points, insider inventory strikes, and an offshore affiliate tied to sanctioned people, CNBC has discovered.
The SEC’s Boston regional workplace has been probing Freedom for months, in line with paperwork seen by CNBC and other people acquainted with the matter. The corporate, headquartered in Almaty, Kazakhstan, has a $5 billion market cap and is managed and majority-owned by 35-year-old billionaire CEO Timur Turlov, a former Russian citizen.
The U.S. Lawyer’s Workplace for Massachusetts can be making preliminary inquiries into Freedom, paperwork seen by CNBC present. Such inquiries usually happen after a civil probe finds proof of attainable crimes.
The overlapping SEC and DOJ probes are scrutinizing the agency’s inner controls and offshore operations, in addition to Turlov’s claims that Freedom can get its largely Russian shopper base entry to scorching U.S. IPOs, in line with the paperwork and sources.
Turlov and Freedom are conscious of the SEC probe, which has been happening for months, an individual acquainted with the matter advised CNBC. The Justice Division’s involvement with these points is newer, paperwork present. Probes of this sort can take years and will not result in felony or civil costs. To this point, there have been no formal costs or allegations of wrongdoing.
Turlov did not reply to CNBC’s interview request, however in an interview that was revealed by a Kazakh outlet Thursday, he acknowledged that “nearly all world regulators got here to us this summer season.”
Freedom declined to remark.
An SEC spokesperson advised CNBC that it would not touch upon the existence or nonexistence of an investigation.
A Justice Division spokesperson declined to remark.
The SEC has been conscious of potential securities violations at Freedom since at the least 2022. Among the points that caught investigators’ consideration — together with allegations associated to sanctions violations, IPO entry and inventory buying and selling — had been additionally raised in an August report from quick vendor Hindenburg Analysis, which claimed that Freedom “nonetheless does enterprise within the Russian market, and that the corporate has brazenly flouted sanctions together with anti-money laundering (AML) and know-your-customer (KYC) guidelines.”
The SEC intensified its scrutiny after the Hindenburg report and an evaluation revealed in April by quick vendor Citron Analysis, sources acquainted with the matter advised CNBC.
Freedom’s web site describes the corporate as a supplier of funding banking and brokerage companies to Central Asia and Jap Europe. Its web site lists two addresses within the U.S., one in New York and the opposite at a Las Vegas co-working and digital workplace house.
The corporate leases a 15,250-square-foot workplace within the Trump Constructing in New York’s Monetary District, in line with filings. The 2 flooring home Freedom’s current U.S. operations, together with a brokerage agency registered with the Monetary Business Regulatory Authority. Freedom says in filings it has practically 3,700 workers and 370,000 brokerage prospects.
The Trump Constructing at 40 Wall St. in New York.
Jin Lee | Bloomberg | Getty Pictures
Turlov based Freedom in 2010, and by 2013 he had expanded the enterprise from Moscow to the EU. The corporate stated it divested its Russian enterprise in February, nearly a 12 months after Russia launched its invasion of Ukraine. Turlov, a former citizen of Saint Kitts and Nevis within the Caribbean in addition to Russia, owns 71% of Freedom shares, price roughly $3.6 billion.
Turlov has been a citizen of Kazakhstan since 2022. He was required to surrender each his Saint Kitts and his Russian citizenship, as Kazakhstan would not acknowledge twin citizenship.
‘Indicators of criminal activity’
The Hindenburg report, partially, alleged that Freedom helped sanctioned people acquire entry to the U.S. monetary system by way of a Belizean holding company, also owned by Turlov, that helped funnel and obfuscate transactions. In SEC filings, Freedom acknowledged it does business with sanctioned individuals through the Belize affiliate, but denies those individuals have access to U.S., U.K. or EU financial systems through Freedom.
The Belizean entity, incorporated in 2014, is now named Freedom Securities Trading Belize, or FST Belize.
“FST Belize, we have the same sanctions compliance as in the entire holding,” Turlov said in an August interview with a publication in Kazakhstan. “There is no reason for sanctions, if there is no involvement of U.S. representatives in the operation.”
FST Belize holds Kazakh licenses that let it operate a securities trading platform and process international payments and money transfers, according to the company. In 2021, the Kazakh government added the subsidiary to a list of companies “with signs of illegal activity.”
In response, Freedom said it “fully complies” with local laws and regulations wherever it operates.
Another point of inquiry by U.S. authorities is the trading activity of Freedom stock, which was uplisted to the Nasdaq in 2019 under the ticker FRHC after previously trading over the counter.
Historically, negative reports from established short sellers will hurt a company’s stock. Freedom shares dipped about 8% the two trading days that followed Hindenburg’s report. They quickly rebounded, including a 25% jump on Aug. 18, with no apparent explanation.
Hindenburg alleged that Freedom and Turlov protected the company’s stock from wild swings by ensuring that clients held the shares in their brokerage accounts, reducing the risk of volatility.
At least five law firms have said they’re investigating claims on behalf of investors for potential violations of securities law since the Hindenburg report.
Citron compared Freedom to Sam Bankman-Fried’s failed and allegedly fraudulent trading firm, Alameda Research. The investment firm said Turlov’s ties to Russia and its continued brokerage operations in the country made the company a prime candidate for an SEC investigation.
Freedom Holding’s main offices are in Esentai Tower, the tallest building in Kazakhstan’s financial hub, the city of Almaty. Other tenants in the Skidmore, Owings & Merrill-designed building include the Ritz-Carlton Almaty and Ernst & Young’s Kazakhstan operations.
Andrey Rudakov | Bloomberg | Getty Images
Freedom has faced prior regulatory challenges.
In July, the company’s European subsidiary paid a 50,000 euro fine to the Cypriot securities regulator over failures in its money laundering and anti-terrorist financing controls.
And last year, Freedom’s former U.S. auditor, WSRP, was replaced by Deloitte Kazakhstan, after the U.S. audit regulator found that three of Freedom’s auditors at WSRP failed to follow proper standards of review. Freedom’s auditors were sanctioned and barred for what the regulator said was a failure to assess the true nature of the company’s relationship with its Belize entity.
Those auditors are eligible to reapply for reinstatement. But WSRP stepped down as Freedom’s auditor. Deloitte Kazakhstan helped Freedom restate the prior auditor’s erroneous filings to the SEC and regain compliance with exchange rules, filings show.
Deloitte’s Kazakh office is just a few blocks away from Freedom’s headquarters, on the outskirts of Kazakhstan’s largest city and financial hub. Freedom is the only SEC-registered U.S. company that Deloitte Kazakhstan audits, according to Public Company Accounting Oversight Board records.
A view from Almaty’s Esentai Tower, where Freedom’s head offices are. The offices of Deloitte Kazakhstan, Freedom’s latest auditor, can be seen in the distance, near the building with a green illuminated sign.
Wwd | Penske Media | Getty Images
“First thing to consider is that the company has been audited by the largest big-4 auditor, Deloitte,” Turlov said, in his response to Hindenburg’s report.
Deloitte and Roman Sattarov, the Deloitte partner overseeing Freedom’s audit, didn’t respond to CNBC’s request for comment.
Freedom is still trying to expand in the U.S. In February, the company agreed to pay $400 million, primarily in stock, for middle-market investment bank Maxim Group. Maxim has worked on IPOs for many smaller companies and has been part of bigger deals, such as PIMCO Access Income Fund’s $866 million offering in 2022.
Turlov isn’t letting the U.S. probes keep him away. He traveled to New York last month.
“This week talking to our US office, partners and regulators,” he wrote in a Sept. 25 post on X, the social media platform previously often called Twitter.
A spokesperson for Turlov stated he was “undoubtedly not assembly with regulators.”
In Turlov’s interview revealed Thursday in Kazakhstan, he did not say which U.S. regulators approached the corporate, however stated all of it stemmed from Hindenburg’s report, which he known as “misinformation.”
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