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 |
| LOGIQ, INC. |
(Exact name of registrant as specified in its charter)
| Delaware | 000-51815 | 46-5057897 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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):
| ☐ | 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 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
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated June 30, 2021. |
1
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: June 30, 2021 | By: | /s/ Brent Suen |
|
Brent Suen
|
||
| President and Executive Chairman | ||
2
Exhibit 2.1
Amendment
No. 1 to
Agreement and Plan of Merger
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated March 3, 2021, by and among Logiq, Inc., a Delaware corporation (“Logiq”), RAI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Logiq (“Merger Sub”), Rebel AI, Inc., a Delaware corporation (the “Rebel”), and Emmanuel Puentes, as the Stockholders’ Agent (the “Stockholders’ Agent”, and together with Logiq, Merger Sub, and Rebel, the “Parties”), is made and entered into as of June 30, 2021 (the “Amendment Date”), by and among the parties hereto.
RECITALS
A. WHEREAS, reference is made to that certain Agreement and Plan of Merger, dated March 3, 2021 (the “Agreement”), by and among the Parties;
B. WHEREAS, capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to such terms as set forth in the Agreement;
C. WHEREAS, subject to the terms and conditions of this Amendment, the parties desire to amend certain provisions of the Agreement, namely, to eliminate Schedule A from the Agreement so that the Purchase Price is not reduced by the calculation set forth therein;
NOW, THEREFORE, in consideration of the representations, warranties, covenants, agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
| 1. | Amendments to Agreement. |
a. Schedule A. Schedule A of the Agreement is hereby deleted and eliminated in its entirety. By deleting Schedule A from the Agreement in its entirety, the parties acknowledge, understand, and agree that the Purchase Price shall no longer be reduced on a dollar-for-dollar basis by way of a reduction of the Cash Consideration (and Gross Cash Consideration) by the Excess Amount with respect to the PPP Loan.
2. Limited Effect. Except as expressly amended and modified by this Amendment, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith or herewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. If there is a conflict between this Amendment and the Agreement or any earlier amendment, the terms of this Amendment will prevail.
3. Governing Law. This Amendment shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws, rules, or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
4. Counterparts. This Amendment may be executed in counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Agreement and Plan of Merger to be executed and delivered by their respective officers thereunto duly authorized (or with respect to the Stockholders' Agent, personally), all as of the date first written above.
| LOGIQ, INC. | ||||
| By: | /s/ Tom Furukawa | |||
| Name: | Tom Furukawa | |||
| Title: | CEO | |||
| REBEL AI, INC. | EMMANUEL PUENTES | |||
| By: | /s/ Emmanuel Puentes | By: | /s/ Emmanuel Puentes | |
| Name: | Emmanuel Puentes | Name: | Emmanuel Puentes | |
| Title: | CEO | Title: | CEO | |
[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]