Current Report Filing (8-k)
June 30 2021 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June
30, 2021
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LOGIQ, INC.
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(Exact name of registrant as specified in its
charter)
Delaware
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000-51815
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46-5057897
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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85 Broad Street, 16-079
New York, New York 10004
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (808) 829-1057
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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None
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
As previously reported on a Current Report on
Form 8-K (the “Prior 8-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March
5, 2021 by Logiq, Inc., a Delaware corporation (the “Company”), on March 3, 2021, the Company, RAI Acquisition Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Rebel AI, Inc., a Delaware corporation
(“Rebel AI”), and Emmanuel Puentes, on behalf of the stockholders of Rebel AI (in such capacity, the “Stockholders’
Agent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). A copy of the Merger Agreement was
attached as Exhibit 2.1 to the Prior 8-K and is incorporated herein by reference.
On June 30, 2021, the Company, Rebel AI and Emmanuel
Puentes, in his capacity as the Stockholders’ Agent, entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”),
pursuant to which the parties amended the Merger Agreement to eliminate any potential reductions to the total cash purchase price payable
pursuant to the Merger Agreement in the event that the PPP Loan made to Rebel AI in January 2021 is not forgiven in full.
Other than as expressly modified pursuant to
the Amendment, the Merger Agreement remains in full force and effect as originally executed on March 3, 2021. The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy
of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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LOGIQ, INC.
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Dated: June 30, 2021
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By:
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/s/
Brent Suen
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Brent Suen
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President and Executive Chairman
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