SEC Comment Letter 0000000000-23-008763 to GoLogiq, Inc. (GOLQ) (CIK 0001746278)
GoLogiq, Inc. (GOLQ) (CIK 0001746278)
Date: Aug. 11, 2023 · CIK: 0001746278 · Accession: 0000000000-23-008763
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File numbers found in text: 333-231286
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United States securities and exchange commission logo
August 10, 2023
Brent Suen
Chief Executive Officer
GoLogiq, Inc.
85 Broad Street , 16-079
New York, NY 10004
Re:GoLogiq, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 27, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2023
Filed May 22, 2023
File No. 333-231286
Dear Brent Suen:
We have reviewed your August 7, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 3, 2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page 21
1.You state in your response to prior comment 4 that you will provide an updated copy of
your prior auditor's Exhibit 16 letter in the Form 10-K/A, when filed. However, you have
not confirmed that you will revise your disclosures here to state whether there were any
disagreements with Saturna as defined in Item 304(a)(1)(iv) of Regulation S-K or any
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the interim
period subsequent to September 30, 2021 through the date of dismissal on March 24,
2022. Also, you did not state that you will revise to clarify whether you consulted with
FirstName LastNameBrent Suen
Comapany NameGoLogiq, Inc.
August 10, 2023 Page 2
FirstName LastName
Brent Suen
GoLogiq, Inc.
August 10, 2023
Page 2
Centurion on any matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) during such
period. Please revise your disclosures as necessary.
Consolidated Financial Statements
Notes 5. Business Combinations, page F-10
2.You state in your response to prior comment 8 that you will provide an analysis of ASC
805-10 as it relates to the CreateApp asset acquistion in a separate correspondence.
However, no such correspondence has been provided and therefore, we reissue our
previous comment. Please describe in detail your determination of the accounting for this
transaction, citing the specific guidance within ASC 805 that you relied upon. In this
regard, tell us how the company being a majority owned subsidiary of Logiq and the
CreateApp being wholly-owned by Logiq at the time of the transaction factored into your
analysis and specifically address how you considered the guidance in ASC 805-50 with
respect to transactions under common control. Finally, if you conclude that this was a
business combination within the scope of ASC 805-10, explain to us how you considered
the guidance in paragraphs 25-5 and 55-10 through 55-13 of ASC 805-10 in determining
the accounting acquirer.
General
3.We will consider further your responses to prior comments 1-3 and 5-7 when the
necessary disclosures are provided in your amended Form 10-K.
Form 10-Q for the Quarterly Period Ended March 31, 2023
Condensed Consolidated Financial Statements
Note 6. Subsequent Events, page F-11
4.We note from your response to prior comment 9 that the parties to the GammaRey
acquisition agreed to deem the transaction terminated. Please tell us when this transaction
was terminated and how you intend to reflect such termination in your financial
statements.
You may contact Joyce Sweeney, Senior Staff Accountant at (202) 551-3449 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Scott Kline