Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
On
The Share Exchange Agreement contemplates that the issuance of shares of our
Common Stock to holders of Nest Egg's equity interests in connection therewith
will be exempt from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by
an issuer not involving any public offering, and Regulation D and Regulation S
under that section, and that these securities, when issued, may not be offered
or sold in
The Share Exchange Agreement and the transactions contemplated thereby have been approved by the board of directors of the Company and Nest Egg.
All descriptions of the Share Exchange Agreement herein are qualified in their
entirety by reference to the text thereof filed as Exhibit 2.1 hereto, which is
incorporated herein by reference. The Share Exchange Agreement governs the
contractual rights between the parties in relation to the transactions
contemplated thereby and contains customary representations and warranties and
pre- and post-closing covenants of each party. The Share Exchange Agreement is
not intended to be, and should not be relied upon as, making disclosures
regarding any facts and circumstances relating to the Company or Nest Egg. The
Share Exchange 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 Share Exchange Agreement, and, except
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 Nest Egg or the actual conduct of their respective
businesses during the pendency of the Share Exchange Agreement, or to modify or
supplement any factual disclosures about the Company contained in any of the
Company's public reports filed with the
This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Form of Share Exchange Agreement, datedJanuary 30, 2023 , by and amongGoLogiq Inc. ,Nest Egg Investments LLC and Members ofNest Egg Investments LLC .* 99.1 Press release, datedJanuary 31, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The copies of the Agreement filed herewith have been redacted to remove certain
confidential information. We intend to file a confidential treatment request
with the Commission regarding this information and/or include such information
by amendment to this Form 8-K.
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