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.