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 ~~November 6~~8, ~~2024~~2025

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.)

~~230~~9116 ~~Victoria~~Froude ~~Bugis~~Avenue, ~~Junction~~Suite ~~#15-01/08~~1100 Surfside, ~~Singapore~~Florida ~~188024~~33154 (Address of Principal Executive Offices)

+~~65 9366~~1 ~~2322~~(305) 988-7500

Registrant’s telephone number, including area code

230 Victoria Bugis Junction
#15-01/08, Singapore 188024

(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:

☐

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 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 4.01. ~~Entry~~Changes ~~Into~~in ARegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant

On ~~November~~ 6October 3, ~~2024~~2025, ~~Logiq~~Centurion ~~Inc.~~ZD ~~(the~~CPA ~~"Company")~~& ~~entered into a Stock Purchase Agreement (the "Acquisition Agreement") with EviMate LLC~~Co. (“~~EviMate~~Centurion”) ceased ~~and the unit holders of EviMate (the “Unitholders”). Pursuant~~ to ~~the~~serve ~~Acquisition Agreement,~~as at the ~~closing~~independent ~~thereof~~registered ~~(the~~public ~~“Closing”),~~accounting ~~the~~firm ~~Company~~of ~~agreed to exchange Five Million USD ($5~~Logiq,~~000,000)~~ ofInc. ~~newly issued common stock of the Company~~ (~~or a Preferred Stock equivalent) (~~the “~~Closing Shares~~Company”) ~~for all of the outstanding units of EviMate held by the Unitholders~~. ~~All~~This ~~parties~~change ~~hereto agree that the value of the Closing Shares distributed on the Closing Date shall~~followed ~~be priced based on~~ the ~~thirty~~Public ~~(30)~~Company ~~trading~~Accounting ~~day~~Oversight ~~volume-weighted~~Board’s ~~average price~~ (“~~VWAP~~PCAOB”) ~~immediately~~July ~~prior to the Closing Date. Units that have been optioned shall remain as options under the same terms as the original option grant by EviMate. Closing is expected to occur on or before December 31~~22, ~~2024~~2025, ~~with~~order anpermanently ~~extension~~revoking ifCenturion’s PCAOB ~~necessary~~registration byand ~~mutual~~imposing ~~agreement~~related ~~of the parties~~sanctions.

~~The Acquisition~~Centurion’s ~~Agreement~~reports ~~contemplates~~on ~~that~~ the ~~issuance of shares of our Common Stock to holders of EviMate~~Company’s ~~equity~~consolidated ~~interests in~~financial ~~connection~~statements ~~therewith~~for ~~will be exempt from~~ the ~~registration~~fiscal ~~requirements~~years ofended ~~the~~December ~~Securities Act of 1933~~31, as2023 ~~amended,~~and ~~pursuant~~December ~~to Section 4(a)(2) thereof~~31, ~~which~~2022 ~~exempts~~did ~~transactions~~not bycontain an ~~issuer~~adverse ~~not~~opinion ~~involving~~or ~~any~~a ~~public~~disclaimer ~~offering,~~of ~~and Regulation D and Regulation S under that~~opinion ~~section,~~ and ~~that~~were ~~these~~not ~~securities,~~qualified ~~when~~or ~~issued,~~modified ~~may~~as ~~not~~to beaudit ~~offered~~scope or ~~sold~~accounting inprinciples; ~~the~~however, ~~United~~each ~~States~~report ~~absent~~included ~~such registration or~~ an ~~applicable~~explanatory paragraph ~~exemption~~regarding ~~from~~substantial ~~such~~doubt ~~registration~~about ~~requirements,~~the ~~and~~Company’s ~~will~~ability ~~be subject~~ to ~~further~~continue ~~contractual restrictions on transfer~~ as ~~described~~a ingoing ~~the Acquisition Agreement~~concern.

~~The~~During the Company’s two most recent fiscal years ended December ~~Acquisition~~31, ~~Agreement~~2024 and 2023 and the ~~transactions~~subsequent ~~contemplated~~interim ~~thereby~~period ~~have~~through ~~been~~the ~~approved~~date byCenturion ceased to serve, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~board~~related instructions) with Centurion on any matter of ~~directors~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Centurion’s satisfaction, would have caused Centurion to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements, and ~~EviMate~~(ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

~~All descriptions~~The ofCompany ~~the~~has ~~Acquisition~~provided ~~Agreement~~Centurion ~~herein~~with ~~are~~a ~~qualified~~copy inof ~~their entirety by reference to~~ the ~~text~~disclosures ~~thereof~~in this ~~filed~~Item ~~as Exhibit 2~~4.~~1 hereto,~~01 ~~which~~and isrequested ~~incorporated~~that ~~herein~~Centurion byfurnish ~~reference.~~a ~~The~~letter ~~Acquisition~~addressed ~~Agreement~~to ~~governs~~ the ~~contractual~~Securities ~~rights~~and ~~between~~Exchange ~~the~~Commission ~~parties~~stating inwhether ~~relation~~it agrees towith the ~~transactions~~statements ~~contemplated~~made ~~thereby~~herein and, ~~contains~~if ~~customary~~not, ~~representations~~stating ~~and~~the ~~warranties~~respects ~~and~~in ~~pre-~~which ~~and~~it ~~post-closing~~does ~~covenants~~not ~~of each party~~agree. ~~The~~A ~~Acquisition~~copy ~~Agreement~~of issuch ~~not~~letter, ~~intended~~when ~~to be~~received, ~~and should not~~ will be ~~relied~~filed ~~upon~~ as, ~~making~~Exhibit ~~disclosures~~16.1 ~~regarding~~to ~~any~~this ~~facts and~~Current ~~circumstances~~Report ~~relating~~on toForm ~~the Company or EviMate~~8-K.

~~The Acquisition~~Engagement ~~Agreement is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto only to provide investors with information regarding the terms and conditions~~ of ~~the~~New ~~Acquisition~~Independent ~~Agreement,~~Registered ~~and,~~Public ~~except~~Accounting for its status as a contractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or EviMate or the actual conduct of their respective businesses during the pendency of the Acquisition Agreement, or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the Securities Exchange Commission (the “SEC”). The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of establishing the circumstances under which a party may have the right not to consummate the transaction if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and of allocating risk between the parties, rather than establishing matters as facts. These representations, warranties and covenants were made as of specific dates and only for purposes of the Acquisition Agreement, not for the benefit of any investors, and are subject to important exceptions and limitations, including a contractual standard of materiality different from that generally relevant to investors, and are qualified by information in confidential disclosure schedules that the parties exchanged in connection with the execution of the Acquisition Agreement. The parties reserve the right to, but are not obligated to amend or revise the Acquisition Agreement. Accordingly, investors should not rely on representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time they were made or otherwise.Firm

~~This current~~On ~~report~~December ~~on Form~~ 8-K, is2025, ~~issued~~the inthe ~~accordance~~Board ~~with~~of ~~Rule~~Directors ~~135c~~approved ~~under~~ the ~~Securities~~engagement of ~~Act,~~RBSM ~~and~~LLP is(“RBSM”) ~~neither~~as anthe ~~offer~~Company’s tonew ~~sell~~independent ~~any~~registered ~~securities, nor~~public aaccounting ~~solicitation of an offer to buy~~firm, ~~nor~~effective ~~shall~~as ~~there be any sale~~ of ~~any such securities in any state or jurisdiction in which such~~that ~~offer,~~date. ~~solicitation~~RBSM oris ~~sale~~a ~~would~~PCAOB-registered bepublic ~~unlawful~~accounting ~~prior to registration or qualification under the securities laws of any such state or jurisdiction~~firm.

1RBSM has been engaged to audit the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and December 31, 2023, and to perform reviews of the Company’s interim financial information, as applicable.

~~Item~~During the Company’s two most recent fiscal years ended December ~~9.01~~31, ~~Financial~~2024 ~~Statements~~and 2023 and ~~Exhibits~~the subsequent interim period through the date of RBSM’s engagement, neither the Company nor anyone on its behalf consulted with RBSM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that RBSM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

~~(d)~~ Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Form of Stock Purchase Agreement, dated November 6, 2024, by and among Logiq, Inc., EviMate, LLC, and the Members of EviMate,LLC.*
104		Cover Page Interactive Data File (formatted as Inline XBRL document)

(d) Exhibits

* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the 8-K).

2SIGNATURE

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Logiq Inc.

Dated: December 8, 2025	By:	/s/ Henry Val
	Name:	Henry Val
	Title:	Chief Executive Officer

	Logiq, Inc.
Date: November 6, 2024	By:	/s/ Brent Suen
		Name:	Brent Suen
		Title:	Chief Executive Officer

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