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 1430, 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 13.0103 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

~~Carrier~~Discontinuation ~~EQ, LLC (the “Company”) is a wholly-owned subsidiary~~ of ~~Lake~~AirToken Niassa Empreendimentos e Participacões Ltda., a limited liability company duly organized under the laws of the Federative Republic of Brazil ("Lake Niassa") that is, in turn, wholly-owned by Via Varejo S.A., a corporation organized under the laws of the Federative Republic of Brazil ("Via Varejo"). Lake Niassa is the sole manager of the Company. Prior to entering into the 7th Amendment (defined below), the Company had a 99.99% ownership interest in banQi Instituição de Pagamento Ltda (“banQi”), a limited liability company organized under the laws of the Federative Republic of Brazil and Lake Niassa had a 0.01% ownership interest in banQi. As a result of the 7th Amendment, the Company has a 1.43% ownership interest in banQi, and Lake Niassa has a 98.57% ownership interest in banQi, which makes Lake Niassa the controlling owner of banQi.Project

~~The~~On ~~7th~~June ~~Amendment~~30, 2021, Lake Niassa Empreendimentos e Participações Ltda., the sole member of Carrier EQ, LLC (the “Company”) determined to discontinue the development of AirTokens and end the AirToken project related to the Company’s business. At this time, the Company does not have the ability to further develop AirTokens as part of its business plan in the absence of new laws or a definitive regulatory regime (in both the U.S. and Brazil) regarding the use and transferability of AirTokens (and other similar tokens issued on the Ethereum block chain that are classified as securities). Current laws and regulatory regimes do not provide for the Company to utilize the AirTokens as envisioned by the Company since AirTokens are no longer freely transferable and the previous market for AirTokens no longer exists. AirTokens were never fully developed and never gained full functionality. As previously stated, AirTokens are not currently freely transferable and no market exists for AirTokens. As a result of the Company discontinuing the development of AirTokens, AirTokens will lose their functionality in full, and it is likely that no market for AirTokens will ever be re-created and that AirTokens will not again ever be freely transferable.

OnAirToken ~~June~~holders ~~14,~~are ~~2021,~~subject ~~the~~to ~~Company, Lake Niassa and banQi entered into~~ the ~~7th~~Amended ~~Amendment~~ and ~~Consolidation~~Restated ofAirToken ~~the~~Terms ~~Articles~~& ofConditions ~~Association of banQi Instituição de Pagamento Ltda~~ (the “~~7th~~Terms ~~Amendment~~& Conditions”)~~. Pursuant to the terms of the 7th Amendment~~, ~~the~~attached ~~Company~~hereto ~~and~~as ~~Lake~~Exhibit ~~Niassa (i) increased banQi 's share capital from BRL 1,000,000~~4.00 (one million reais) to BRL 69,870,000.00 (sixty-nine million, eight hundred and seventy thousand reais), which represents an increase of BRL 68,870,000.00 (sixty-eight million, eight hundred and seventy thousand reais); and (ii) issued 68,870,000 (sixty-eight million, eight hundred and seventy thousand) new quotas, with par value of BRL 1.00 (one real) each, fully subscribed and paid up, in Brazilian currency, through the capitalization of Advances for Future Capital Increase ("AFAC") made by Lake Niassa, according to the amounts and dates indicated in the table below:

Date (month/day/year)	Amount
07/03/2020	BRL 470,000.00
07/29/2020	BRL 6,900,000.00
09/29/2020	BRL 800,000.00
10/01/2020	BRL 8,000,000.00
11/27/2020	BRL 3,000,000.00
11/30/2020	BRL 5,000,000.00
01/06/2021	BRL 7,000,000.00
02/18/2021	BRL 6,100,000.00
03/12/2021	BRL 5,800,000.00
04/09/2021	BRL 8,800,000.00
05/07/2021	BRL 8,200,000.00
06/09/2021	BRL 8,800,000.00

Expected Impact of Discontinuation of AirToken Project

~~The~~Since the Company ~~waived~~is no longer continuing with the ~~preemptive~~AirToken ~~right~~project, inthe ~~relation~~Company should not recognize any revenue related to the ~~subscription~~research and development of the ~~new~~AirToken ~~quotas~~project, ~~referred~~and tothe ~~above,~~deferred ~~pursuant~~revenue is no longer appropriate to ~~Paragraph~~be 1recorded ofon ~~Article~~the 1balance sheet. The liability,~~081~~ Deferred revenue - AirToken Project, of approximately $12.5 million should be extinguished and charged to Other Income in the ~~Brazilian~~Condensed ~~Civil~~Consolidated ~~Code~~Statements of Comprehensive Loss.

As a result of the capital increase approved pursuant to the 7th Amendment, Clause 5 of the Articles of Association of banQi Instituição de Pagamento Ltda will henceforth be in force with the following wording:

"CLAUSE 5 – The share capital is BRL 69,870,000.00 (sixty-nine million, eight hundred and seventy thousand reais), divided into 69,870,000 (sixty-nine million, eight hundred and seventy thousand) quotas, with par value of BRL 1.00 (one real) each, fully subscribed and paid up in national currency, distributed between the quotaholders as follows:

NAME OF THE QUOTAHOLDERS	No. OF QUOTAS	VALUE (BRL)	%
Carrier EQ, LLC.	999,900	999,900.00	1.43%
Lake Niassa Empreendimentos e Participações Ltda.	68,870,100	68,870,100.00	98.57%
TOTAL	69,870,000	69,870,000.00	100%

A copy of the 7th Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the attached 7th Amendment. Capitalized terms used but not defined herein shall have the same meanings given to such terms in the 7th Amendment.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth above under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits.

Exhibit Number	Description
		Incorporated by Reference			Filed or Furnished
10.1*	7th Amendment and Consolidation of the Articles of Association of banQi Instituição de Pagamento Ltda
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
4.1	Amended and Restated AirToken Terms & Conditions	10/A	9/25/19	4.4

* Filed herewith.

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.

	Carrier EQ, LLC
Date: June 17, 2021	By:	/s/ Lisbeth Reimer
Date: June 30, 2021	By:	/s/ Lisbeth Reimer
		Lisbeth Reimer
		Principal Executive Officer

Filing Compare · Carrier EQ, LLC