Current Report Filing (8-k)
10 December 2020 - 9:02AM
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): December 9, 2020
LOGIQ,
INC.
(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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☐
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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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☐
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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:
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. ☐
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Item
7.01
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Regulation
FD Disclosure.
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On
December 9, 2020, Logiq, Inc., a Delaware corporation (the “Company”), released a letter to its shareholders discussing
recent corporate developments. A copy of this shareholder letter is attached hereto as Exhibit 99.1 and is being furnished with
this Current Report on Form 8-K (“Current Report”).
The
information set forth under Item 7.01 of this Current 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 Current Report, including
Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, 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 Current Report will not be deemed an admission as to the materiality of any information in this Current
Report that is required to be disclosed solely by Regulation FD.
Forward
Looking Statements
This
Current Report, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report and Exhibit 99.1,
including statements regarding planned Nasdaq listing, are forward-looking statements. These statements involve known and unknown
risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In
addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets
in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue”
or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report, including
Exhibit 99.1, are only predictions. The Company has based these forward-looking statements largely on its current expectations
and projections about future events and financial trends that the Company believes may affect its financial condition, operating
results, business strategy, short-term and long-term business operations and objectives. These forward- looking statements speak
only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and
circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially
from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing
environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks
and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking
statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
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Item
9.01
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Financial
Statements and Exhibits.
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(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:
December 9, 2020
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By:
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/s/
Brent Y. Suen
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Brent
Y. Suen
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President
and Executive Chairman
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