Logiq, Inc. — Capital/Financing Update 2022

Jul 28, 2022

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): July 27, 2022

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815

(Commission File Number)

46-5057897

(IRS Employer Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

(808) 829-1057

Registrant’s telephone number, including area code:

(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):

• ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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 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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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.

LOGIQ, INC.

Dated: July 27, 2022

By: /s/ Brent Suen Brent Suen Chief Executive Officer and Executive Chairman

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Exhibit 99.1

Logiq Completes Distribution of GoLogiq Spin Off Shares to its Shareholders

• Management expects that distribution of GoLogiq shares will enhance value creation for both companies’ shareholders

• As standalone “pureplay” companies, both entities are more nimble to be laser focused on innovation within their respective industries to realize their fullest growth potential

• GoLogiq plans to capitalize on tremendous fintech and big data opportunities in southeast Asia

NEW YORK – July 27, 2022 — Logiq, Inc. (OTCQX: LGIQ, NEO: LGIQ), a global provider of award-winning digital consumer acquisition solutions, today completed its distribution of GoLogiq (OTC: GOLQ) (formerly known as Lovarra) spin off shares to Logiq shareholders of record as of the close of business on December 30, 2021, on a 1:1 basis, through a special dividend, completing the previously disclosed separation of Logiq and GoLogiq into two independent, publicly traded companies.

Shareholders entitled to receive these GoLogiq shares do not need to take any action. Eligible GoLogiq spin off shares held in book entry at the transfer agent, or held in broker dealer custody, will be automatically credited in those respective accounts.

Due to GoLogiq’s former shell status, Rule 144 is not expected to be available to shareholders for resale of the GoLogiq shares they receive in the spin off 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.

Logiq Chief Executive Officer, Brent Suen, commented, “The distribution of GoLogiq shares to our investors marks a long-awaited journey in which we successfully transformed our business into two standalone entities to enhance value for our shareholders. Going forward, we expect each business to be much more nimble and create greater value for all of their respective stakeholders -- embarking on a new era of technological innovation and growth.”

Matt Brent, GoLogiq Chief Executive Officer, commented, “This is a major milestone for GoLogiq, and while we are deeply appreciative of the launching pad Logiq has provided we are equally excited to pursue the strategy that we outlined earlier this month. We have quietly been working behind the scenes in recent months to execute on our business plan to capitalize on the tremendous fintech and big data growth opportunity in southeast Asia.”

No fractional shares of GoLogiq were issued in the special dividend; instead, any fractional GoLogiq shares that a Logiq shareholder would have otherwise been entitled to as a result of the spin off 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.

For more details, see the Company’s report on 8-K which it will be filing today at www.SEC.gov.

About GoLogiq

GoLogiq Inc. is a US-based global provider of fintech and mobile solutions for digital transformation and consumer data analytics in Southeast Asia. The company plans to build out a network of convenience stores in Vietnam that will serve as a D2C marketing and distribution platform for its growing array of next-gen fintech services. In Indonesia, its legacy operations consist of three main software platforms including CreateApp, a mobile app development and publishing platform for small-to-medium sized businesses; AtozGo™, a ‘hyper-local’ app-based delivery platform; AtozPay™, an eWallet for mobile top-up, e-commerce purchases, bill payment and microfinance; and Radix™, its Big Data analytics platform. Visit us at: https://gologiq.com/ and follow us on twitter with $GOLQ and @gologiq.

About Logiq

Logiq Inc. is a U.S.-based leading global provider of e-commerce and digital customer acquisition solutions by simplifying digital advertising. It provides a data-driven, end-to-end marketing through its results solution or providing software to access data by activating campaigns across multiple channels.

Connect with Logiq: Website | LinkedIn | Twitter | Facebook

The Company’s Digital Marketing business includes a holistic, self-serve ad tech platform. Its proprietary data-driven, AI-powered solutions allows brands and agencies to advertise across thousands of the world’s leading digital and connected TV publishers.

Important Cautions Regarding Forward Looking Statements

This press release contains certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the Safe Harbor created by those sections. This press release also contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation that relate to Logiq’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon.

These statements speak only as of the date of this press release. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Logiq’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. In particular and without limitation, this press release contains forwardlooking statements regarding our products and services, the use and/or ongoing demand for our products and services, expectations regarding our revenue and the revenue generation potential of our products and services, our partnerships and strategic alliances, potential strategic transactions, the impact of global pandemics (including COVID-19) on the demand for our products and services, industry trends, overall market growth rates, our growth strategies, the continued growth of the addressable markets for our products and solutions, our business plans and strategies, and the valuation and success of the businesses after completion of the transaction, if any, and other risks described in the Company’s prior press releases and in its filings with the Securities and Exchange Commission (SEC) including its most recent Annual Report on Form 10-K and any subsequent public filings, and filings made pursuant to Canadian securities legislation that are available on www.sedar.com, including under the heading “Risk Factors” in the Company’s Canadian Prospectus.

Logiq undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Logiq to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement.

Media & Investor Contact

Email contact

Exhibit 99.2

LOGIQ, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 27, 2022 (the “Separation Date”), Logiq, Inc. (the “Company”, “Logiq”, “we”, “our” and “us”), formerly known as Weyland Tech, Inc., completed the previously announced distribution of its direct ownership interest in GoLogiq, Inc. (formerly known as Lovarra) (“GoLogiq”), consisting of 26,350,756 shares of GoLogiq common stock (collectively, the “GoLogiq Shares”), to the Company’s shareholders of record as of the close of business on December 30, 2021 (the “Record Date”) through a special dividend. The distribution was structured as a spin-off (the “Spinoff”), which occurred by way of a pro rata distribution, on a 1-for-1 basis (the “Distribution”), of the GoLogiq Shares to Logiq’s shareholders of record as of the Record Date (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received 1 share of GoLogiq common stock). As a result, GoLogiq is now an independent public company trading under the symbol “GOLQ” on the OTC PINK tier of the OTC Markets marketplace. After the Distribution, the Company will no longer consolidate GoLogiq into its financial results (the entire transaction being referred to as the “Separation”).

The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Separation. The following unaudited Pro Forma Condensed Consolidated Income Statements for the three months ended March 31, 2022 and for each of the years ended December 31, 2021 and 2020 reflect the Company’s results as if the Separation had occurred as of January 1, 2020 in that they reflect the reclassification of GoLogiq, including the Company’s former AppLogiq business, which was transferred to GoLogiq on January 27, 2022, as Discontinued Operations for all periods presented. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited Pro Forma Condensed Consolidated Income Statements for the three months ended March 31, 2022 and for the year ended December 31, 2021 give effect to the Separation and related transactions as if they had occurred as of January 1, 2021. The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2022 reflects the Company’s financial position as if the Separation had occurred on March 31, 2022. After the date of the Separation, the historical financial results of GoLogiq, including the Company’s former AppLogiq business, which was transferred to GoLogiq on January 27, 2022, will be reflected in our consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.

The unaudited pro forma condensed consolidated financial statements have been prepared based upon the best available information and management estimates and are subject to assumptions and adjustments described below and in the accompanying notes to these financial statements. They are not intended to be a complete presentation of the Company’s financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Separation and related transactions been completed on the dates assumed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical consolidated financial statements and accompanying notes.

The unaudited pro forma condensed consolidated financial statements have been prepared to include transaction accounting adjustments to reflect the financial condition and results of operations as if the Separation occurred on January 1, 2020.

The pro forma adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the Separation on Logiq’s financial condition and results of operations. The adjustments included within the “GoLogiq Discontinued Operations” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information , as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses , as adopted by the SEC on May 21, 2020.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.

LOGIQ, INC.

Unaudited Pro Forma Condensed Consolidated Income Statement

For the Three Month Ended March 31, 2022

	Historical	GoLogiq Discontinued Operations (a)	Logiq, Inc. Continuing Operations	Transaction Accounting Adjustments	Notes	Pro Forma
Service Revenue	$ 8,105,384	(3,309,017)	4,796,367	$ -		$ 4,796,367
Cost of Service	5,900,723	(2,235,341)	3,665,382	-		3,665,382
Gross Profit	2,204,661	(1,073,676)	1,130,985	-		1,130,985
Operating Expenses
Depreciation and amortization	1,030,930	(31,283)	999,647	-		999,647
General and administrative	3,600,997	(1,080,986)	2,520,011	(256,531)	(b)	2,263,480
Sales and marketing	299,316	(5,000)	294,316	-		294,316
Research and development	1,257,084	(1,090,500)	166,584	-		166,584
Total Operating Expenses	6,188,327	(2,207,769)	3,980,558	(256,531)		3,724,027
(Loss) from Operations	(3,983,666)	1,134,093	(2,849,573)	256,531		(2,593,042)
Other (Expenses)/Income, net	3,142	-	3,142	-		3,142
Net (Loss) before income tax	(3,980,524)	1,134,093	(2,846,431)	256,531		(2,589,900)
Income tax (Corporate tax)	-	-	-	-		-
Net (Loss)	$ (3,980,524)	1,134,093	(2,846,431)	$ 256,531		$ (2,589,900)
Net (Loss) per common share - basic and fully diluted:	(0.1510)					(0.0982)
Weighted average number of basic and fully diluted common shares outstanding	26,367,804					26,367,804

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

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LOGIQ, INC.

Unaudited Pro Forma Condensed Consolidated Income Statement

For the Year Ended December 31, 2021

	Historical	GoLogiq. Discontinued Operations (a)	Logiq, Inc. Continuing Operations	Transaction Accounting Adjustments	Notes	Pro Forma
Service Revenue	$ 37,346,859	(14,340,379)	23,006,480	$ -		$ 23,006,480
Cost of Service	26,290,203	(9,787,285)	16,502,918	-		16,502,918
Gross Profit	11,056,656	(4,553,094)	6,503,562	-		6,503,562
Operating Expenses
Depreciation and amortization	3,782,136	(125,133)	3,657,003	-		3,657,003
General and administrative	18,166,721	(9,234,095)	8,932,626	8,219,983	(b)	17,152,609
Sales and marketing	2,296,483	(122,300)	2,174,183	-		2,174,183
Research and development	7,400,732	(6,718,168)	682,564	-		682,564
Total Operating Expenses	31,646,072	(16,199,696)	15,446,376	8,219,983		23,666,359
(Loss) from Operations	(20,589,416)	11,646,602	(8,942,814)	(8,219,983)		(17,162,797)
Other (Expenses)/Income, net	474,510	76,937	551,447	(76,937)	(b)	474,510
Net (Loss) before income tax	(20,114,906)	11,723,539	(8,391,367)	(8,296,920)		(16,688,287)
Income tax (Corporate tax)	(11,881)	11,881	-	(11,881)	(b)	(11,881)
Net (Loss)	$ (20,126,787)	11,735,420	(8,391,367)	$ (8,308,801)		$ (16,700,168)
Net (Loss) per common share - basic and fully diluted:	(0.9499)					(0.7882)
Weighted average number of basic and fully diluted common shares outstanding	21,187,556					21,187,556

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

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LOGIQ, INC.

Unaudited Pro Forma Condensed Consolidated Income Statement

For the Year Ended December 31, 2020

	Historical	GoLogiq Discontinued Operations (s)	Logiq, Inc. Continuing Operations	Transaction Accounting Adjustments	Notes	Pro Forma
Service Revenue	$ 37,910,393	$ (22,758,572)	$ 15,151,821	$ -		$ 15,151,821
Cost of Service	31,546,948	(19,094,090)	12,452,858	-		12,452,858
Gross Profit	6,363,445	(3,664,482)	2,698,963	-		2,698,963
Operating Expenses
Depreciation and amortization	1,966,045	(113,533)	1,852,512	-		1,852,512
General and administrative	10,994,815	(6,611,133)	4,383,682	5,686,777	(b)	10,070,459
Sales and marketing	1,423,909	(1,016,625)	407,284	-		407,284
Research and development	6,244,704	(5,953,913)	290,791	-		290,791
Total Operating Expenses	20,629,473	(13,695,204)	6,934,269	5,686,777		12,621,046
(Loss) from Operations	(14,266,028)	10,030,722	(4,235,306)	(5,686,777)		(9,922,083)
Other (Expenses)/Income, net	(243,641)	(16,748)	(260,389)	16,748	(b)	(243,641)
Net (Loss) before income tax	(14,509,669)	10,013,974	(4,495,695)	(5,670,029)		(10,165,724)
Income tax (Corporate tax)	-	-	-	-		-
Net (Loss)	$ (14,509,669)	$ 10,013,974	$ (4,495,695)	$ (5,670,029)		$ (10,165,724)
Net (Loss) per common share - basic and fully diluted	(1.1444)					(0.8018)
Weighted average number of basic and fully diluted common shares outstanding	12,678,904					12,678,904

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

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LOGIQ, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheets

At March 31, 2022

ASSETS Non-current assets	Historical	GoLogiq Discontinued Operations (a)	Logiq, Inc. Continuing Operations	Transaction Accounting Adjustments	Notes	Pro Forma
Intangible assets, net	13,779,993	(457,649)	13,322,344	-		13,322,344
Property and equipment, net	140,246	-	140,246	-		140,246
Goodwill	5,577,926	-	5,577,926	-		5,577,926
Total non-current assets	19,498,165	(457,649)	19,040,516	-		19,040,516
Current assets
Accounts receivable	2,857,200	-	2,857,200	-		2,857,200
Right to use assets - operating lease	173,803	-	173,803	-		173,803
Prepayment, deposit and other receivables	606,627	(411,151)	195,476	190,000	(c)	385,476
Restricted cash	22,045	-	22,045	-		22,045
Cash and cash equivalents	3,749,303	(425,331)	3,323,972	137,567	(d)	3,461,539
Total current assets	7,408,978	(836,482)	6,572,496	327,567		6,900,063
Total assets	$ 26,907,143	$ (1,294,131)	$ 25,613,012	$ 327,567		$ 25,940,579
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	2,159,995	(469,937)	1,690,058	469,937	(c)	2,159,995
Accruals and other payables	1,732,925	(389,183)	1,343,742	332,190	(c)	1,675,932
Deferred revenue	3,154	-	3,154	-		3,154
Lease liability - operating lease	173,803	-	173,803	-		173,803
Deposits received for share to be issued	17,100	(17,100)	-	17,100	(c)	17,100
Total current liabilities	4,086,977	(876,220)	3,210,757	819,227		4,029,984
Non-Current Liabilities
Other loan	10,000	-	10,000	-		10,000
Total non-current liabilities	10,000	-	10,000	-		10,000
Total liabilities	$ 4,096,977	$ (876,220)	$ 3,220,757	$ 819,227		$ 4,039,984
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 29,169,516 shares issued and outstanding as of March 31, 2022	2,917	-	2,917	-		2,917
Additional paid-in capital	84,068,490	(81,362,393)	2,706,097	-		2,706,097
Capital reserves	24,969,396	10,816,317	35,785,713	-		35,785,713
Accumulated deficit brought forward	(86,230,637)	70,128,165	(16,102,472)	(491,660)		(16,594,132)
Total stockholder’s equity	22,810,166	(417,911)	22,392,255	(491,660)		21,900,595
Total liabilities and stockholders’ equity	$ 26,907,143	$ (1,294,131)	$ 25,613,012	$ 327,567		$ 25,940,579

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

GoLogiq Discontinued Operations:

• (a) Reflects the discontinued operations, including associated assets, liabilities, and equity and results of operations attributable to GoLogiq, including the Company’s former AppLogiq business, which was transferred to GoLogiq on January 27, 2022, which were included in the Company’s historical financial statements. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the amounts exclude the following:

• i. General corporate overhead costs which were historically allocated to GoLogiq, including the Company’s former AppLogiq business, that do not meet the requirements to be presented in discontinued operations. Such allocations include labor and nonlabor expenses related to the Company’s corporate support functions (e.g., finance, accounting, tax, treasury, IT, HR, legal, among others) that historically provided support to GoLogiq, including the Company’s former AppLogiq business.

• ii. The impact of intercompany purchases and sales between GoLogiq, including the Company’s former AppLogiq business, and the Company that were eliminated in consolidation.

• iii. The acquisition by GoLogoq of substantially all the assets of Logiq’s former AppLogiq business segment (also known as CreateApp) was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of GoLogiq’s operations included in the Company’s consolidated financial statements from January 1, 2022. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed.

Transaction Accounting Adjustments:

• (b) Reflects the amounts representing the expenses, assets, liabilities, and equity attributable to GoLogiq, including the Company’s former AppLogiq business, included in the Company’s historical financial statements which will be accounted for as a discontinued operation within the Company’s financial statements on a go-forward basis. The impact of transactions that will remain in effect following the SpinOff related to the Company’s reselling of GoLogiq’s products and other continuing arrangements with GoLogiq have not been adjusted and remain reflected within historical results.

• (c) These accounting adjustments have been allocated on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of expenses, headcount or other systematic measures that reflect utilization of services provided to or benefits received by GoLogiq.

• (d) Reflects the trading account for GoLogiq.

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