Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2024)

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

g

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 6-K

________________________

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-41921

_________________________

Joint Stock Company Kaspi.kz

(Translation of registrant’s name into English)

______________________

154A Nauryzbai Batyr Street

Almaty, Kazakhstan

050013

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

1

EXPLANATORY NOTE

On May 23, 2024, Joint Stock Company Kaspi.kz (the “Company”) published the results of its extraordinary general meeting of shareholders held on May 22, 2024, furnished as Exhibit 99.1 hereto.

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-276609).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Joint Stock Company Kaspi.kz

May 23, 2024

By:

/s/ Tengiz Mosidze

Name: Tengiz Mosidze

Title: Chief Financial Officer

3

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

No.

Description

99.1

Announcement titled “Announcement of Extraordinary General Meeting Results.”

4

Exhibit 99.1

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (1)

Announcement of Extraordinary General Meeting Results

Joint Stock Company Kaspi.kz (Nasdaq: KSPI) announces that the following resolutions were duly passed at its Extraordinary General Meeting on 22 May 2024:

1.

To approve the agenda of the Extraordinary General Meeting of Shareholders of JSC Kaspi.kz:

1)

Approval of the agenda;

2)

Payment of dividends on common shares of JSC Kaspi.kz and approval of the amount of dividend per common share.

2.

To approve dividends to be paid within the period set by law:

1)

dividend amount of KZT 850 (eight hundred and fifty tenge) per common share of JSC Kaspi.kz;

2)

dividend is paid for period 1Q 2024;

3)

commencement date of dividend payments: 22 May 2024;

4)

the list of shareholders entitled to receive the dividend based on 21 May 2024 date of record;

5)

procedure and form of dividend payments: to be paid in cash by wire transfers to accounts of shareholders.

For further information

David Ferguson, david.ferguson@kaspi.kz +44 7427 751 275

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which...","link":"https:\/\/ih.advfn.com\/stock-market\/NASDAQ\/joint-stock-company-kasp-KSPI\/stock-news\/93691611\/kaspi-kz-1q-2024-financial-results","source":"GlobeNewswire Inc.","source_logo":"\/common\/images\/news-sources\/globe.png","tags":[],"timestamp":1713783600,"date":"Mon Apr 22, 2024 ","time":"7:00 AM (1 month ago)","full_date":"April 22, 2024 7:00 AM","post_time":"April 22 2024","article_id":93691611,"source_id":"globe","media_url":null,"press_release":true},{"headline":"Announcement of AGM Results","short_text":"ALMATY, Kazakhstan, April 09, 2024 (GLOBE NEWSWIRE) -- Joint Stock Company Kaspi.kz announces that the following resolutions were duly passed at its Annual General Meeting on 08 April 2024: 1...","one_line_short_text":"ALMATY, Kazakhstan, April 09, 2024 (GLOBE NEWSWIRE) -- Joint Stock Company Kaspi.kz announces that the following resolutions were duly passed at...","link":"https:\/\/ih.advfn.com\/stock-market\/NASDAQ\/joint-stock-company-kasp-KSPI\/stock-news\/93623903\/announcement-of-agm-results","source":"GlobeNewswire Inc.","source_logo":"\/common\/images\/news-sources\/globe.png","tags":[],"timestamp":1712660400,"date":"Tue Apr 09, 2024 ","time":"7:00 AM (1 month ago)","full_date":"April 9, 2024 7:00 AM","post_time":"April 09 2024","article_id":93623903,"source_id":"globe","media_url":null,"press_release":true},{"headline":"Kaspi.kz to Announce 1st Quarter 2024 Financial Results on 22nd April","short_text":"ALMATY, Kazakhstan, April 02, 2024 (GLOBE NEWSWIRE) -- Kaspi.kz (KSPI US) will report its financial results for the quarter ended March 31, 2024, on Monday, 22nd April, 2024. On that day...","one_line_short_text":"ALMATY, Kazakhstan, April 02, 2024 (GLOBE NEWSWIRE) -- Kaspi.kz (KSPI US) will report its financial results for the quarter ended March 31...","link":"https:\/\/ih.advfn.com\/stock-market\/NASDAQ\/joint-stock-company-kasp-KSPI\/stock-news\/93590197\/kaspi-kz-to-announce-1st-quarter-2024-financial-re","source":"GlobeNewswire Inc.","source_logo":"\/common\/images\/news-sources\/globe.png","tags":[],"timestamp":1712061980,"date":"Tue Apr 02, 2024 ","time":"8:46 AM (2 months ago)","full_date":"April 2, 2024 8:46 AM","post_time":"April 02 2024","article_id":93590197,"source_id":"globe","media_url":null,"press_release":true},{"headline":"Wall Street Highlights: Macy\u2019s Announces Job Cuts, iRobot Shares Plummet Due to Planned Acquisition Block, and More","short_text":"\nIn the pre-market on Friday, U.S. index futures are rising, extending the increase seen the day before, when the government avoided a shutdown with funding through March. Today, investors await...","one_line_short_text":"\nIn the pre-market on Friday, U.S. index futures are rising, extending the increase seen the day before, when the government avoided a shutdown...","link":"https:\/\/ih.advfn.com\/market-news\/article\/5358\/wall-street-highlights-macys-announces-job-cuts-irobot-shares-plummet-due-to-planned-acquisition-block-and-more","source":"IH Market News","source_logo":"\/common\/images\/news-sources\/ihmarketnews.png","tags":[],"timestamp":1705662564,"date":"Fri Jan 19, 2024 ","time":"6:09 AM (4 months ago)","full_date":"January 19, 2024 6:09 AM","post_time":"January 19 2024","article_id":93087111,"source_id":"ihmarketnews","media_url":null,"press_release":true}],"Preferred Contributors": ""}},created: function () {this.loaded = true;Vue.nextTick(function(){});}});});

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2024)

FAQs

What is the report of foreign private issuer pursuant to rule 13a 16 or 15d 16 of the Securities Exchange Act of 1934? ›

The SEC Form 6-K is a form that foreign private issuers of securities are required to submit, pursuant to stated rules in the Securities Exchange Act of 1934. The Form 6-K, or “Report of Foreign Private Issuer Pursuant to Rules 13a-16 and 15d-16,” is administrated by the Securities and Exchange Commission (SEC).

What is Form 15 Rule 15d 6? ›

If the duty of an issuer to file reports pursuant to section 15(d) of the Act as to any fiscal year is suspended as provided in section 15(d) of the Act, such issuer shall, within 30 days after the beginning of the first fiscal year, file a notice on Form 15 informing the Commission of such suspension unless Form 15 ...

What is Section 15d of the Securities Exchange Act? ›

Section 15(d) provides that any issuer who registers a class of securities under the Securities Act of 1933, as amended (the Securities Act) shall become subject to periodic reporting requirements under Section 13(a) (15 USCS § 78m) of the Exchange Act, including annual reports on Form 10-K, quarterly reports on Form ...

What is a Form 6-K annual report? ›

Form 6K is an SEC filing submitted to the U.S. Securities and Exchange Commission used by certain foreign private issuers to provide information that is: Required to be made public in the country of its domicile. Filed with and made public by a foreign stock exchange on which its securities are traded.

What is the Exchange Act Rule 13a 15 D or 15d 15 D? ›

A company must begin to comply with the provisions of Exchange Act Rule 13a-15(d) or 15d-15(d), whichever applies, requiring an evaluation of changes to internal control over financial reporting requirements with respect to the company's first periodic report due after the first annual report that must include ...

What are the requirements for a foreign issuer to report? ›

Pursuant to the Securities Exchange Act of 1934 (the Exchange Act), the SEC, a foreign private issuer is required to file annual reports with the SEC on Form 20-F and furnish other reports on a Form 6-K. The Form 20-F must be filed within four months after the end of each fiscal year.

Why would a company file a Form 15? ›

SEC Form 15F is a voluntary filing with the SEC used by publicly traded companies to revoke the registration of their securities. SEC Form 15 is a filing with the regulatory agency by a company that revokes its registration as a publicly-traded corporation.

What is the effect of filing form 15? ›

SEC Form 15 notifies the SEC that the company filing it does not intend to continue to file the various forms that are required in order to maintain its listing as a public company. The reporting requirements are detailed in the Securities Exchange Act of 1934.

What is Section 15 of the Securities Act liability? ›

Section 15 provides that the controlling person is liable unless they “had no knowledge or reasonable ground to believe in the existence” of the fraud, whereas Section 20(a) provides that the controlling person is liable unless they “acted in good faith and did not directly or indirectly induce” the fraud.

What is section 13 or 15 d of the Securities Exchange Act of 1934? ›

A company subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934 (Exchange Act), which requires the company to file periodic reports with the US Securities and Exchange Commission (SEC).

What is the 13 D Securities Act? ›

Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 require investors who beneficially own (directly or indirectly) more than 5 percent of a covered class of equity securities to publicly file a Schedule 13D or 13G.

What is Section 13 K of the Securities Exchange Act of 1934? ›

Section 13(k)(1)'s insider lending ban prohibits an issuer from "arranging for" or otherwise making a loan to any of its directors or executive officers "including through any subsidiary" of that issuer.

What is Form 6-K used for? ›

Form 6-K is used to report any material information that a foreign issuer makes public in its home country, files publicly with its home country stock exchange, or distributes to its security holders.

What are the material events for Form 6-K? ›

A foreign private issuer is only required to furnish information if it is material to the issuer and its subsidiaries. Current reports on Form 6-K typically cover events including a change in control, significant acquisition or disposition of assets, bankruptcy or receivership, or a change in accountants.

What is the difference between 6K and 10-K SEC? ›

While sec Form 6K is used to disclose material events that occur outside of the issuer's annual report, SEC Form 10K is used to provide a more comprehensive overview of the issuer's financial standing.

What is Section 13a of the Securities Exchange Act of 1934? ›

Exchange Act Section 13(a) and the rules promulgated thereunder require issuers of securities registered pursuant to Exchange Act Section 12 to file with the Commission current and accurate information in periodic reports, even if the registration is voluntary under Section 12(g).

What is Section 16 of the Securities Exchange Act of 1934? ›

Section 16 imposes filing standards for "insiders," and defines insiders as any officers, directors, or stockholders who possess stock that directly or indirectly results in beneficial ownership of more than 10% of the company's common stock or other class of equity.

What is Section 13 D of the Securities Exchange Act of 1934? ›

Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 require investors who beneficially own (directly or indirectly) more than 5 percent of a covered class of equity securities to publicly file a Schedule 13D or 13G.

Are foreign private issuers subject to section 16? ›

The SEC has long exempted foreign private issuers from the requirements of Section 16 of the Exchange Act, along with other provisions of the Exchange Act (e.g., U.S. proxy rules), in an effort to accommodate home country practices and facilitate cross-listings by non-U.S. companies.

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