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): May 10 25, 2021.

Carrier EQ, LLC. (Exact name of registrant as specified in its charter)


Delaware	000-56037	37-1981503
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



186 Lincoln Street, Third Floor, Boston, MA		02111
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (617) 841-7207

(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: None


Title of each class	Trading Symbol(s)	Name of exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 þ

If an emerging growth company, indicate by checkmark 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 45.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

~~On May 10, 2021, the authorized officers of~~ Carrier EQ, LLC's (the “Company”), ~~concluded~~is ~~that~~a ~~the~~wholly-owned ~~previously~~subsidiary ~~issued~~of ~~unaudited~~Lake ~~condensed~~Niassa ~~consolidated financial~~Empreendimentos ~~statements~~e ~~covering~~Participacões ~~the~~Ltda., ~~Company’s~~a ~~fiscal~~limited ~~quarters~~liability ~~ended~~company ~~December~~duly ~~31,~~organized ~~2019,~~under ~~March~~the ~~31,~~laws ~~2020,~~of ~~June~~the ~~30,~~Federative ~~2020,~~Republic ~~December~~of 31Brazil ("Lake Niassa") that is, ~~2020,~~ ~~along~~in ~~with~~turn, ~~the~~wholly-owned ~~previously~~by ~~issued~~Via ~~audited~~Varejo ~~consolidated~~S.A., ~~financial~~a ~~statements~~corporation ~~related~~organized tounder the ~~fiscal~~laws ~~year~~of ~~ended~~the ~~September~~Federative ~~30,~~Republic ~~2020~~of Brazil (~~collectively, the~~"Via ~~“Restated Periods”~~Varejo"),. ~~require~~Lake ~~restatement~~Niassa ~~and~~is ~~should~~the nosole ~~longer~~manager beof ~~relied~~the ~~upon~~Company.

~~Specifically,~~On ~~during~~May ~~the preparation of the quarterly condensed consolidated financial statements related to the fiscal quarter ended March 31~~25, 2021, ~~the~~Lake ~~Management~~Niassa ~~reviewed the~~appointed ~~methodology~~Lisbeth ~~used~~Reimer to ~~estimate~~serve the March 2022 completion date for the AirToken project, which, commencing on October 1, 2019, is the date used to calculate the amount of deferred revenue from the Initial Coin Offering ("ICO Revenue") to be recognized as ~~revenue in~~ the Company'’s ~~financial~~Principal ~~statements~~Executive Officer and isPrincipal ~~also~~Financial ~~the~~Officer ~~date~~commencing ~~used to calculate the amount of deferred gain~~ on ~~AirTokens~~May issued for services ("AirToken Gains") to be recognized as other income in the Company's financial statements. The AirToken project involves various milestones that can be difficult to forecast. Over time25, ~~the achievement of some milestones are determined to be much more difficult than originally projected~~2021. ~~Upon~~As the ~~review of the methodology used to estimate the March 2022 completion date, the~~ Company’s ~~realized~~Principal ~~that~~Executive ~~the methodology~~Officer ~~should have been weighted more heavily on the fact that the completion date is highly dependent on the future rules~~ and ~~approvals from~~Principal ~~regulatory~~Financial ~~authorities~~Officer, ~~such as the Securities and Exchange Commission ("SEC")~~Ms. ~~These~~Reimer ~~issues~~will ~~are out of the Company's control and thus it is very difficult to estimate when/if these issues might~~ be ~~resolved.~~responsible ~~These~~for ~~regulatory~~overseeing ~~and license concerns are hindering~~ the Company’s ~~from~~implementation ~~further developing the Airtoken project and launching it to the public. Although the Company has advanced in many fronts toward the development~~ of ~~the~~its ~~Airtoken project, there are also~~ business ~~obstacles regarding scaling the loan product and making it profitable with our own capital first before opening it to additional third party lenders. Due to the situation aforementioned~~plan, ~~the~~financial ~~Company is analyzing the future of the Airtoken project~~reporting, asand ~~its~~all ~~continuity~~other isfinance ~~deeply~~functions ~~dependent~~ of the ~~milestones~~Company ~~that~~and ~~are~~all ~~completely out~~ of the Company’s ~~control.~~ Once, the regulatory and business obstacles can be overcome, then the Company will be able to decide to resume further development of the Airtoken project, since overcoming these hurdles is a prerequisite before spending time on the actual blockchain components and launching a “decentralized lending market-place”subsidiaries.

~~Based~~Upon on the ~~factors~~commencement mentioned above, the Company reevaluated the methodology used to arrive at an estimated March 2022 completion date for the AirToken project was faulty and that since the completion date is highly dependent on milestones that are out of ~~the~~Ms. ~~Company'~~Reimer’s ~~control~~appointment, ~~the~~Victor ~~Company is not able to accurately estimate an accurate completion date and thus~~Santos, ~~should~~the ~~have~~Company’s ~~ceased~~then-current ~~recognizing~~Principal ~~any~~Executive ~~ICO Revenue and AirToken Gains starting on October 1~~Officer, ~~2019.~~stepped ~~Based~~down onfrom ~~Financial~~his ~~Accounting~~role ~~Standards~~as ~~Board~~Chief ~~("FASB")~~Strategy ~~Accounting~~Officer ~~Standards~~and ~~Codification~~Douglas ~~("ASC") Topic~~de ~~250,~~Carvalho ~~Accounting Changes and Error Corrections~~Lopes, the Company’s ~~deemed~~then-current ~~this~~Principal ~~issue~~Financial ~~to be a correction of an error~~Officer, ~~resulting~~stepped indown ~~the~~from ~~overstatement of~~his ~~revenue~~role ~~and~~as ~~other income and an understatement of deferred revenue, deferred gain and cost of revenue gain for~~ the ~~Restated Periods. The error described above was material to the Restated Periods. and will be corrected in the restatements of the~~ Company'’s ~~financial~~Chief ~~statements for~~Financial ~~the~~Operating ~~Restated Periods~~Officer.

~~The~~Ms. ~~management~~Reimer ~~has~~was ~~discussed~~appointed the ~~matters~~ ~~disclosed~~Company’s inPrincipal ~~this~~Executive ~~Item~~Officer 4and Principal Financial Officer by Lake Niassa at the direction of Via Varejo.02 (There is no family relationship between Ms. Reimer and any manager, executive officer, or person nominated or chosen by the Company to become a) manager or executive officer of ~~this~~the ~~Current~~Company. ~~Report~~The onCompany ~~Form~~has ~~8-K~~not entered into any transactions with ~~Morison~~Ms. ~~Cogen~~Reimer ~~LLP,~~that would require disclosure pursuant to Item 404(a) of Regulation S-K under the ~~Company's~~Securities ~~independent~~Exchange ~~registered public~~Act ~~accounting~~of ~~firm~~1934.

~~Preliminary~~Ms. ~~Expected~~Reimer, ~~Impact~~ age 48, has over twenty (20) years of management, finance, and accounting experience. Since November 2020, Ms. Reimer has been serving as the ~~Restatements~~Finance Executive Officer of banQi Instituição de Pagamento Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil (“banQi”) and 99,99% owned by the Company, where she is responsible for Treasury, Accounting and FP&A. She will continue in this position with banQi while performing her duties as the Company’s Principal Executive Officer and Principal Financial Officer. From September 2018 to November 2020, she served as an associated consultant at Symnetics, a business consulting firm in Sao Paulo, SP, Brazil, where she participated in strategic planning projects, and from April 2016 to May 2018, Ms. Reimer was the Finance Director at Autopass, an electronic ticket operator in Sao Paulo, SP, Brazil, where she was responsible for Treasury, Accounting and FP&A.

~~The~~Ms. ~~restatements will correct an accounting error impacting the Company~~Reimer’s ~~financial~~current ~~statements~~written ~~and~~employee ~~other~~agreement ~~financial~~with ~~data~~banQi inincludes ~~the~~her ~~Restated~~duties ~~Periods.~~as ~~The amounts disclosed below should reflect~~ the ~~preliminary~~ Company’s ~~current~~Principal ~~expectations~~Executive ~~relating~~Officer toand ~~the~~Principal ~~effect~~Financial ofOfficer, ~~each~~and ofMs. ~~these~~Reimer ~~errors~~will onbe ~~the~~fully ~~Restated Periods.~~compensated ~~The~~by ~~Company~~banQi ~~has~~in ~~determined~~Brazil, ~~that~~including ~~the~~her ~~net~~base ~~cumulative~~salary ~~effect~~and onannual ~~each~~bonuses, ofwhich ~~the~~will ~~Restated~~be ~~Periods~~determined isby ~~material,~~banQi. ~~and~~A ~~the~~copy ~~Company~~of ~~expects to~~Ms. ~~discuss~~Reimer’s inemployee ~~more~~agreement ~~detail~~with ~~the~~banQi, ~~impact~~is ofattached ~~the~~as ~~individual~~Exhibit ~~errors~~10.1 ~~and~~to ~~its~~this ~~decision~~Current inReport ~~the~~Form ~~Company’s~~8-K ~~restated financial statements~~ and ~~other~~ ~~financial~~is ~~data~~incorporated inherein ~~the~~by ~~restated filings~~reference.

InItem addition, as a result of the foregoing errors, the Company has determined that there was a material weakness in internal control over financial reporting related to its ICO and Airtoken Gains revenue recognition procedures9.01 ~~Our~~Financial ~~management~~Statements ~~has re-evaluated its assessment of our disclosure controls~~ and ~~procedures~~ ~~and internal control over financial reporting as of September 30, 2020 and concluded that each was ineffective as of that date due to the existence of the foregoing material weakness~~Exhibits.

A(d) material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financialExhibits.

As part of our Amended Form 10-Q and 10-K for the Restated Period, we will update and reflect the change in management’s conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of September 30, 2020. As a result, the Company will not file the Form 10-Q for the quarter ended March 31, 2021 until after filling of the Amended Forms 10-Q and 10-K related to Restated Periods. The Company currently expects to file its Form 10-Q on a timely basis; however, there can be no assurance that we will be able to do so.


Exhibit Number		Description

10.1*		Employee Agreement - Lisbeth Reimer

~~Based~~* onFiled its review to date, the Company preliminarily anticipates that the restatements will result in the estimated adjustments to its audited and unaudited statement of operations and comprehensive loss identified in the tables below:herewith.

	Three months ended
	December 31, 2019 (unaudited)
	As reported			Adjustments			As restated
Revenue	$	1,254,739			(1,252,977	)	$	1,762
Other income:
Gain on AirToken issuance for services	$	39,678			(39,678	)	$	—
Net Loss	$	(3,899,283	)		(1,292,655	)	$	(5,191,938	)
Comprehensive net loss	$	(4,000,611	)		(1,292,655	)	$	(5,293,266	)

SIGNATURES

	Three months ended									Six months ended
	March 31, 2020 (unaudited)									March 31, 2020 (unaudited)
	As reported			Adjustments			As restated			As reported			Adjustments			As restated
Revenue	$	1,275,053			(1,252,984	)	$	22,069			2,529,792			(2,505,961	)	$	23,831
Other income:
Gain on AirToken issuance for services	$	39,678			(39,678	)	$	—			79,356			(79,356	)	$	—
Net Loss	$	(4,160,276	)		(1,292,662	)	$	(5,452,938	)		(8,059,559	)		(2,585,317	)	$	(10,644,876	)
Comprehensive net loss	$	(3,060,174	)		(1,292,662	)	$	(4,352,836	)		(7,060,785	)		(2,585,317	)	$	(9,646,102	)

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.

		Three months ended									Nine months ended
	Carrier EQ, LLC
		June 30, 2020 (unaudited)									June 30, 2020 (unaudited)
Date: May 27, 2021	By:	/s/ Lisbeth Reimer
		As reported			Adjustments			As restated			As reported			Adjustments			As restated
		Lisbeth Reimer
Revenue		$	1,172,718			(1,138,142	)	$	34,576		$	3,702,510			(3,644,103	)	$	58,407
		Principal Executive Officer
Cost of revenue		$	—			(114,839	)	$	(114,839	)	$	—			(114,839	)	$	(114,839	)
Other income:
Gain on AirToken issuance for services		$	39,678			(39,678	)	$	—		$	119,034			(119,034	)	$	—
Net Loss		$	(4,829,920	)		(1,292,659	)	$	(6,122,579	)	$	(12,889,479	)		(3,877,976	)	$	(16,767,455	)
Comprehensive net loss		$	(4,709,319	)		(1,292,659	)	$	(6,001,978	)	$	(11,770,104	)		(3,877,976	)	$	(15,648,080	)

	Year ended									Three months ended
	September 30, 2020 (audited)									December 31, 2020 (unaudited)
	As reported			Adjustments			As restated			As reported			Adjustments			As restated
Revenue	$	5,143,430			(4,897,086	)	$	246,344		$	1,620,383			(1,252,982	)	$	367,401
Cost of revenue	$	—			(114,839	)	$	(114,839	)	$	—			—		$	—
Other income:
Gain on AirToken issuance for services	$	158,713			(158,713	)	$	—		$	39,679			(39,679	)	$	—
Net Loss	$	(16,146,355	)		(5,170,638	)	$	(21,316,993	)	$	(5,607,169	)		(1,292,661	)	$	(6,899,830	)
Comprehensive net loss	$	(14,683,553	)		(5,170,638	)	$	(19,854,191	)	$	(6,168,238	)		(1,292,662	)	$	(7,460,900	)

Additionally, the Company’s audited and unaudited balance sheets and cash flow statement will be restated as follows:

	December 31, 2019 (unaudited)
	As reported			Adjustments			As restated
Total assets	$	21,577,457			—		$	21,577,457
Current liabilities:		20,752,167			—			20,752,167
Deferred revenue - AirToken Project, current portion		5,011,926			(5,011,926	)		—
Deferred gain on issuance of AirTokens for services, current portion		158,713			(158,713	)		—
Total Current Liabilities		25,922,806			(5,170,639	)		20,752,167
Long-term liabilities:		12,256,663			—			12,256,663
Deferred revenue - AirToken Project, net of current portion		6,264,921			6,264,903			12,529,824
Deferred gain on issuance of AirTokens for services, net of current portion		198,399			198,391			396,790
Total liabilities		44,642,789			1,292,655			45,935,444
Stockholders' deficit:		(500	)		—			(500	)
Accumulated deficit		(23,064,832	)		(1,292,655	)		(24,357,487	)
Total stockholders' deficit		(23,065,332	)		(1,292,655	)		(24,357,987	)
Total liabilities and stockholders' deficit	$	21,577,457		$	—		$	21,577,457

	March 31, 2020 (unaudited)
	As reported			Adjustments			As restated
Total assets	$	13,214,669		$	—		$	13,214,669
Current liabilities:		3,734,928			—			3,734,928
Deferred revenue - AirToken Project, current portion		5,011,926			(5,011,926	)		—
Deferred gain on issuance of AirTokens for services, current portion		158,713			(158,713	)		—
Total Current Liabilities		8,905,567			(5,170,639	)		3,734,928
Long-term liabilities:		24,941,735			—			24,941,735
Deferred revenue - AirToken Project, net of current portion		5,011,938			7,517,886			12,529,824
Deferred gain on issuance of AirTokens for services, net of current portion		158,721			238,069			396,790
Total liabilities		39,017,961			2,585,316			41,603,277
Stockholders' deficit:		3,281,625			2			3,281,627
Accumulated deficit		(29,084,917	)		(2,585,318	)		(31,670,235	)
Total stockholders' deficit		(25,803,292	)		(2,585,316	)		(28,388,608	)
Total liabilities and stockholders' deficit	$	13,214,669		$	—		$	13,214,669

	June 30, 2020 (unaudited)
	As reported			Adjustments			As restated
Total assets	$	10,158,760		$	—		$	10,158,760
Current liabilities:		2,347,198			—			2,347,198
Deferred revenue - AirToken Project, current portion		5,011,926			(5,011,926	)		—
Deferred gain on issuance of AirTokens for services, current portion		158,713			(158,713	)		—
Total Current Liabilities		7,517,837			(5,170,639	)		2,347,198
Long-term liabilities:		13,907,072			—			13,907,072
Deferred revenue - AirToken Project, net of current portion		3,758,955			8,770,869			12,529,824
Deferred gain on issuance of AirTokens for services, net of current portion		119,043			277,747			396,790
Total liabilities		25,302,907			3,877,977			29,180,884
Stockholders' deficit:		(711	)		(2	)		(713	)
Accumulated deficit		(15,143,436	)		(3,877,975	)		(19,021,411	)
Total stockholders' deficit		(15,144,147	)		(3,877,977	)		(19,022,124	)
Total liabilities and stockholders' deficit	$	10,158,760		$	—		$	10,158,760

	September 30, 2020 (audited)
	As reported			Adjustments			As restated
Total assets	$	13,708,046		$	—		$	13,708,046
Current liabilities:		6,749,448			—			6,749,448
Deferred revenue - AirToken Project, current portion		5,011,932			(5,011,932	)		—
Deferred gain on issuance of AirTokens for services, current portion		158,713			(158,713	)		—
Total Current Liabilities		11,920,093			(5,170,645	)		6,749,448
Long-term liabilities:		13,360,541			—			13,360,541
Deferred revenue - AirToken Project, net of current portion		2,505,966			10,023,858			12,529,824
Deferred gain on issuance of AirTokens for services, net of current portion		79,365			317,425			396,790
Total liabilities		27,865,965			5,170,638			33,036,603
Stockholders' deficit:		(1,035	)		—			(1,035	)
Accumulated deficit		(14,156,884	)		(5,170,638	)		(19,327,522	)
Total stockholders' deficit		(14,157,919	)		(5,170,638	)		(19,328,557	)
Total liabilities and stockholders' deficit	$	13,708,046		$	—		$	13,708,046

	December 31, 2020 (unaudited)
	As reported			Adjustments			As restated
Total assets	$	13,310,787		$	—		$	13,310,787
Current liabilities:		12,624,501			—			12,624,501
Deferred revenue - AirToken Project, current portion		5,011,932			(5,011,932	)		—
Deferred gain on issuance of AirTokens for services, current portion		158,713			(158,713	)		—
Total Current Liabilities		17,795,146			(5,170,645	)		12,624,501
Long-term liabilities:		14,549,571			—			14,549,571
Deferred revenue - AirToken Project, net of current portion		1,252,983			11,276,841			12,529,824
Deferred gain on issuance of AirTokens for services, net of current portion		39,687			357,103			396,790
Total liabilities		33,637,387			6,463,299			40,100,686
Stockholders' deficit:		(1,478	)		—			(1,478	)
Accumulated deficit		(20,325,122	)		(6,463,299	)		(26,788,421	)
Total stockholders' deficit		(20,326,600	)		(6,463,299	)		(26,789,899	)
Total liabilities and stockholders' deficit	$	13,310,787		$	—		$	13,310,787

	Three Months Ended December 31, 2019 (unaudited)
	As reported			Adjustments			As restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,899,283	)		(1,292,655	)	$	(5,191,938	)
Gain on issuance of AirTokes for services		(39,678	)		39,678			—
Deferred revenue - AirToken Project		(1,252,977	)		1,252,977			—
Net cash used in operating activities	$	9,362,354		$	—		$	9,362,354
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	$	(1,340,616	)	$	—		$	(1,340,616	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	$	33,923		$	—		$	33,923

	Six Months Ended March 31, 2020 (unaudited)
	As reported			Adjustments			As restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,059,559	)		(2,585,316	)	$	(10,644,875	)
Gain on issuance of AirTokes for services		(79,356	)		79,356			—
Deferred revenue - AirToken Project		(2,505,960	)		2,505,960			—
Net cash used in operating activities	$	2,418,247		$	—		$	2,418,247
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	$	(2,040,311	)	$	—		$	(2,040,311	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	$	188,380		$	—		$	188,380

	Nine Months Ended June 30, 2020 (unaudited)
	As reported			Adjustments			As restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,889,479	)		(3,877,977	)	$	(16,767,456	)
Gain on issuance of AirTokes for services		(119,034	)		119,034			—
Deferred revenue - AirToken Project		(3,758,943	)		3,758,943			—
Net cash used in operating activities	$	(1,686,446	)	$	—		$	(1,686,446	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	$	(2,684,767	)	$	—		$	(2,684,767	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	$	2,109,384		$	—		$	2,109,384

	Years Ended September 30, 2020 (audited)
	As reported			Adjustments			As restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(16,146,355	)		(5,170,644	)	$	(21,316,999	)
Gain on issuance of AirTokes for services		(158,712	)		158,712			—
Deferred revenue - AirToken Project		(5,011,932	)		5,011,932			—
Net cash used in operating activities	$	(5,792,775	)	$	—		$	(5,792,775	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	$	(3,392,979	)	$	—		$	(3,392,979	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	$	7,581,508		$	—		$	7,581,508

	Three Months Ended December 31, 2020 (unaudited)
	As reported			Adjustments			As restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,607,169	)		(1,292,661	)	$	(6,899,830	)
Gain on issuance of AirTokes for services		(39,678	)		39,678			—
Deferred revenue - AirToken Project		(1,252,983	)		1,252,983			—
Net cash used in operating activities	$	(1,048,622	)	$	—		$	(1,048,622	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	$	(736,355	)	$	—		$	(736,355	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	$	2,916,007		$	—		$	2,916,007

The above statements regarding the preliminary expected impact of the restatements and the expected timing of the Company’s restated filings for the Restated Periods constitute forward-looking statements that are based on the Company’s current expectations. The final amounts and the detailed presentation of the restatements will be included in the restated filings for the Restated Periods after the Company has completed its work on the restatements and our independent registered public accountants have completed its final review of the financial statements and other financial data for the Restated Periods. There can be no assurance that this financial information will not change, possibly materially, before the Company files its restated filings for the Restated Periods. See “Caution Regarding Forward-Looking Statements” below.

Caution Regarding Forward-Looking Statements

This Current Report on Form 8-K includes information that constitutes forward-looking statements. Forward-looking statements often address our expected future business and financial performance, and often contain words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” or “will.” By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Examples of such forward-looking statements include, but are not limited to, statements regarding our plans to restate our financial statements for the Restated Periods and file amended Form 10-Q’s and an amended Form 10-K, our plans to correct errors in our financial statements for the Restated Periods, and our expectations with regard to changes in revenue and net loss with respect to the Restated Periods. Factors that could cause or contribute to such differences include: the review of the Company’s accounting, accounting policies and internal control over financial reporting; the preparation of and the audit or review, as applicable, of the amended Form 10-Q’s or the amended Form 10-K; and the subsequent discovery of additional adjustments to the Company’s previously issued financial statements. Actual events or results may differ materially from the Company’s expectations. In addition, our financial results may suffer as a result of this review and any subsequent determinations from this process, or any actions taken by governmental or other regulatory bodies as a result of this process. We do not undertake to update our forward-looking statements, except as required by applicable securities laws.

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.

	CarrierEQ, LLC.
Date: May 14, 2021	By:	/s/ Douglas de Carvalho Lopes
		Douglas de Carvalho Lopes
		Chief Financial Officer (Principal Financial and Accounting Officer)

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