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~~January 31, ~~2021~~2022

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 35.0302 ~~Material~~Departure ~~Modification~~of toDirectors ~~Rights~~or Certain Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Discontinuation~~Carrier EQ, LLC (the “Company”) is a wholly-owned subsidiary of ~~AirToken~~Lake ~~Project~~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.

On ~~June~~January 3031, ~~2021,~~2022 Lake Niassa appointed ~~Empreendimentos~~Flávio eXavier ~~Participações~~Ferreira ~~Ltda., the sole member of Carrier EQ, LLC (the “Company”) determined~~ to ~~discontinue~~serve ~~the~~as ~~development of AirTokens and end~~ the ~~AirToken project related to the~~ Company’s ~~business.~~Principal AtExecutive ~~this~~Officer ~~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)~~Principal ~~regarding~~Financial ~~the~~Officer ~~use and transferability of AirTokens (and other similar tokens issued~~ commencing on ~~the~~January ~~Ethereum~~31, ~~block chain that are classified as securities)~~2022. ~~Current~~As ~~laws and regulatory regimes do not provide for~~ the Company’s toPrincipal ~~utilize~~Executive ~~the~~Officer ~~AirTokens as envisioned by the Company since AirTokens are no longer freely transferable~~ and ~~the~~Principal ~~previous~~Financial ~~market~~Officer, ~~for AirTokens no longer exists~~Mr. ~~AirTokens~~Ferreira ~~were~~will ~~never~~be ~~fully developed and never gained full functionality. As previously stated, AirTokens are not currently freely transferable and no market exists~~ responsible for ~~AirTokens.~~overseeing Asthe aoperation ~~result~~ of ~~the~~ Company’s ~~discontinuing the development of AirTokens~~plans, ~~AirTokens~~financial ~~will lose their functionality in full~~reporting, and itall isother ~~likely~~finance ~~that~~functions noof ~~market~~the ~~for AirTokens will ever be re-created and that AirTokens will not again ever be freely transferable~~Company.

~~AirToken~~Upon ~~holders~~the ~~are~~commencement ~~subject~~of toMr. Ferreira's appointment, Lisbeth Reimer, the ~~Amended~~then-current ~~and~~Principal ~~Restated~~Executive ~~AirToken~~Officer ~~Terms~~and &Principal ~~Conditions~~Financial ~~(the~~Officer ~~“Terms~~of &the ~~Conditions”)~~Company, ~~attached~~resigned ~~hereto~~her role as ~~Exhibit~~the ~~4.1.~~Company’s Principal Executive Officer and Principal Financial Officer.

~~Expected~~Mr. ~~Impact~~Ferreira was appointed the Company’s Principal Executive Officer and Principal Financial Officer by Lake Niassa under the direction of ~~Discontinuation~~Via Varejo. No family relationship between Mr. Ferreirar and any manager, executive officer or person appointed or selected by the Company to become a manager or executive officer of ~~AirToken~~the ~~Project~~Company. The Company has not entered into any transactions with Mr. Ferreira that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

~~Since~~Mr. ~~the~~Ferreira, ~~Company~~age is43, nohas ~~longer~~been ~~continuing~~serving ~~with~~as the ~~AirToken~~chief financial ~~project~~officer, ~~the~~of ~~Company~~banQi ~~should~~Instituição ~~not~~de ~~recognize~~Pagamento ~~any~~Ltda, ~~revenue~~a ~~related~~limited toliability ~~the~~company ~~research~~organized ~~and~~under ~~development~~the laws of the ~~AirToken~~Federative Republic ~~project,~~of Brazil (“banQi”) and 1.43% owned by the ~~deferred~~Company ~~revenue~~and is98.57% noowned ~~longer~~by ~~appropriate~~Lake toNiassa, besince ~~recorded~~October on2021, where he is responsible for overseeing the ~~balance~~Company’s ~~sheet~~financial services. ~~The~~He ~~liability,~~will ~~Deferred~~continue ~~revenue~~in -this ~~AirToken~~position ~~Project,~~with ofbanQi ~~approximately~~while ~~$12.5~~performing ~~million~~his duties ~~should~~as bethe ~~extinguished~~Company’s Principal Executive Officer and ~~charged~~Principal Financial Officer. From March 2017 to ~~Other~~September ~~Income~~2021, inMr. Ferreira served as the ~~Condensed~~chief ~~Consolidated~~financial ~~Statements~~officer of ~~Comprehensive~~CONECTCAR, ~~Loss.~~an electronic payment company that operates the opening of toll gates and parking lots in Brazil.

Mr. Ferreira’s current written employee agreement with banQi includes his duties as the Company’s Principal Executive Officer and Principal Financial Officer, and Mr. Ferreira will be fully compensated by banQi in Brazil, including his base salary and annual bonuses, which will be determined by banQi. A copy of Mr. Ferreira’s employee agreement with banQi, is attached as Exhibit 10.1 to this Current Report Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

		Incorporated by Reference			Filed or Furnished
Exhibit Number	Description
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
10.1*	Employee Agreement - Flávio Xavier Ferreira
4.1	Amended and Restated AirToken Terms & Conditions	10/A	9/25/19	4.4
104	Cover Page Interactive Data File -- the cover page XBRL tags are embedded within the Inline XBRL document

* 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 30, 2021	By:	/s/ Lisbeth Reimer
Date: February 10, 2022	By:	/s/ Flávio Xavier Ferreira
		Lisbeth Reimer
		Flávio Xavier Ferreira
		Principal Executive Officer

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