CUSIP
No. 541440103 |
|
13G |
|
Page
2 of 9 Pages |
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Ventures, LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,977,129
(1) |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,977,129
(1) |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,129 (1) |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
| (1) | As
more fully described in Item 4, this does not give full effect to warrants owned by the
reporting person subject to a beneficial ownership blocker. |
CUSIP
No. 541440103 |
|
13G |
|
Page
3 of 9 Pages |
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brendan O’Neil |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,977,129 (1) |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,977,129 (1) |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,129 (1) |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| (1) | As
more fully described in Item 4, this does not give full effect to warrants owned by the
reporting person subject to a beneficial ownership blocker. |
CUSIP
No. 541440103 |
|
13G |
|
Page
4 of 9 Pages |
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Coulston |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,977,129 (1) |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,977,129 (1) |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,129 (1) |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| (1) | As
more fully described in Item 4, this does not give full effect to warrants owned by the
reporting person subject to a beneficial ownership blocker. |
CUSIP
No. 541440103 |
|
13G |
|
Page
5 of 9 Pages |
|
|
|
|
|
Item
1(a). Name of Issuer:
Logiq,
Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 85 Broad Street, 16-079, New York, NY 10004.
Item
2(a). Names of Persons Filing:
This
statement is filed by: |
|
|
|
(i) |
Ionic
Ventures LLC, a California limited liability company (“Ionic”); |
|
|
|
(ii) |
Brendan
O’Neil (“Mr. O’Neil”); and |
|
|
|
(iii) |
Keith
Coulston (“Mr. Coulston”). |
The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256 San Francisco, CA 94123.
Item
2(c). Citizenship:
Ionic
is a limited liability company organized under the laws of California. Each of Mr. O’Neil and Mr. Coulston is a citizen
of the United States.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which this statement relates is the Common Stock, par value $0.0001 per share.
Item
2(e). CUSIP Number:
541440103
CUSIP
No. 541440103 |
|
13G |
|
Page
6 of 9 Pages |
|
|
|
|
|
Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page
to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported
are based on (i) 29,801,095 shares of Common Stock outstanding as reported in the Issuer’s Prospectus Supplement on Form
424B5, filed with the U.S. Securities and Exchange Commission on March 31, 2022 and (ii) 631,579 shares of Common Stock that are
issuable upon exercise of the warrants (the “Warrants”) that are held by the Reporting Persons, subject to
a blocker (the “Blocker”).
As
of March 31, 2022, the Reporting Persons hold (i) 2,926,000 shares of Common Stock and (ii) an additional 631,579 shares of Common
Stock issuable upon full exercise of the Warrants held by the Reporting Persons. Due to the Blocker, the Reporting Persons are
prohibited from exercising the Warrants into shares of Common Stock if, as a result of such exercise, the holder, together with
its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more
than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise.
As a result of the Blocker, beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding Common Stock of
the Issuer.
As
of March 31, 2022, Ionic is the beneficial owner of 2,977,129 shares of Common Stock (the “Shares”). Ionic
has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managers,
Mr. O’Neil and Mr. Coulston. Mr. O’Neil and Mr. Coulston, as managers of Ionic, have shared power to vote and/or dispose
of the Shares beneficially owned by Ionic. Neither Mr. O’Neil nor Mr. Coulston directly owns any Common Stock of the Issuer.
By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficially
own the Shares beneficially owned by Ionic.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP
No. 541440103 |
|
13G |
|
Page
7 of 9 Pages |
|
|
|
|
|
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP
No. 541440103 |
|
13G |
|
Page
8 of 9 Pages |
|
|
|
|
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
April 4, 2022 |
IONIC
VENTURES, LLC |
|
|
|
/s/
Keith Coulston |
|
Name:
Keith Coulston |
|
Title:
Partner |
|
|
|
/s/
Brendan O’Neil |
|
Brendan
O’Neil |
|
|
|
/s/
Keith Coulston |
|
Keith
Coulston |
CUSIP
No. 541440103 |
|
13G |
|
Page
9 of 9 Pages |
|
|
|
|
|
EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree
that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of which counterparts shall together constitute one and the same instrument.
Date:
April 4, 2022 |
IONIC
VENTURES, LLC |
|
|
|
/s/
Keith Coulston |
|
Name:
Keith Coulston |
|
Title:
Partner |
|
|
|
/s/
Brendan O’Neil |
|
Brendan
O’Neil |
|
|
|
/s/
Keith Coulston |
|
Keith
Coulston |