Blog: LOGIQ, INC. : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in that Current Report on Form 8-K filed by Logiq, Inc.
(the “Company”) with the Securities and Exchange Commission (the “SEC”) on
December 16, 2021 (the “December 2021 8-K”), on December 15, 2021, the Company
entered into various agreements with GoLogiq, Inc. (then known as Lovarra)
(“GoLogiq”), a public reporting subsidiary of the Company, pursuant to which the
Company agreed to transfer its AppLogiq business to GoLogiq in exchange for the
assumption by GoLogiq of the liabilities of AppLogiq and the issuance of shares
of GoLogiq to the Company (the “Separation”). In connection with the Separation,
the Company agreed to distribute, on a pro rata basis, 100% of the shares of
GoLogiq common stock received by the Company upon completion of the Separation
to the Company’s shareholders of record as of the close of business on December
30, 2021 (the “Record Date”) (the “Distribution”), which Distribution was
originally expected to occur on or about June 30, 2022.

As further disclosed in that Current Report on Form 8-K filed by the Company
with the SEC on January 27, 2022 (together with the December 2021 8-K, the
“Prior 8-Ks”), the Separation was completed and GoLogiq issued 26,350,756 shares
of its common stock (collectively, the “GoLogiq Shares”) to the Company on
January 27, 2022.

On July 27, 2022, the Company completed the previously announced Distribution,
pursuant to which the Company distributed the GoLogiq Shares to the Company’s
shareholders of record as of the Record Date on a 1-for-1 basis (i.e. for every
1 share of Logiq held on December 30, 2021, the holder thereof received 1
GoLogiq Share). No fractional shares were issued in the Distribution; instead,
any fractional GoLogiq Shares that a shareholder would have otherwise been
entitled to as a result of the Distribution were rounded down to the nearest
whole share.

The GoLogiq Shares issued in the Distribution have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under the
securities laws of any state and, therefore, cannot be resold, pledged, assigned
or otherwise disposed of by the holders thereof unless they are subsequently
registered under the Securities Act and under the applicable securities laws of
such states, or an exemption from such registration is available. Due to
GoLogiq’s former shell status, Rule 144 is not expected to be available to the
Company’s shareholders for resale of the GoLogiq shares they receive in the
Distribution until on or after April 12, 2023, which is one year from the date
that all Form 10 information was filed by GoLogiq with the Securities and
Exchange Commission.

The Distribution was made without the payment of any consideration or the
exchange of any shares by the Company’s shareholders, and was structured to
qualify as a tax-free distribution to Logiq’s shareholders for U.S. federal
income tax purposes. Accordingly, the Company does not expect that its
shareholders will incur any tax liability as a result of the Distribution,
although no assurances can be provided. The Company encourages its shareholders
to consult their own tax advisors with respect to the U.S. federal, state, local
and non-U.S. tax consequences of their receipt of the GoLogiq Shares as a result
of the Distribution.

As a result of the completed Distribution, GoLogiq is no longer a majority owned
subsidiary of the Company, going forward the Company and GoLogiq will operate as
two separate public companies with the Company operating its DataLogiq business
and GoLogiq operating the AppLogiq business, and GoLogiq’s operating results
will no longer be consolidated with the Company’s financial statements.

The information previously disclosed in the Prior 8-Ks regarding the Separation
and Distribution, including the agreements relating thereto, is incorporated by
reference into this Report.



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Item 7.01 Regulation FD Disclosure

On July 27, 2022, the Company issued a press release announcing completion of
the Distribution. A copy of that press release is furnished as Exhibit 99.1
hereto and incorporated herein by reference.

Exhibit 99.1 contains forward-looking statements. These forward-looking
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements are based upon assumptions as to future events that may not prove to
be accurate. Actual outcomes and results may differ materially from what is
expressed in these forward-looking statements.

The information set forth under Item 7.01 of this Report, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section. The information
in Item 7.01 of this Report, including Exhibit 99.1, shall not be incorporated
by reference into any filing under the Securities Act or the Exchange Act,
regardless of any incorporation by reference language in any such filing, except
as expressly set forth by specific reference in such a filing. This Report will
not be deemed an admission as to the materiality of any information in this
Report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated financial information of the
Company, reflecting completion of the Distribution, consisting of the unaudited
pro forma condensed consolidated income statements for the three months ended
March 31, 2022 and for the fiscal years ended December 31, 2021 and 2020 and the
unaudited pro forma condensed consolidated balance sheets as of March 31, 2022,
are attached to this Report as Exhibit 99.2 and incorporated herein by
reference. The attached unaudited pro forma condensed consolidated financial
information was derived from the Company’s historical consolidated financial
statements and is presented to give effect to the Distribution.



(d) Exhibits.



The following documents are herewith filed or furnished as exhibits to this
report:



Exhibit
No.       Description

99.1        Press Release, dated July 27, 2022
99.2        Unaudited pro forma condensed consolidated financial information
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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