SecProbe.io

CORRESP
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Scott C. Kline, Esq.

dba Kline Law Group

15615 Alton Parkway, Suite 450

Irvine, CA 92618

T – 949.271.6355

F – 949.271.6301

August 7, 2023

Delivered by electronic submission via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E., Mail Stop 7010

Washington, DC 20549

Attn:	Mr. Joyce Sweeney

    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 Ms. Sweeney:

On behalf of GoLogiq, Inc. (the "Company")
we submit this response to the comments from the Staff of the U.S. Securities and Exchange Commission (the "Commission") relating
to the referenced Company reports. Below we identify in bold the Staff's comments, and note in regular type our responses. We have
attempted to restate accurately the Staff's comments. The responses provided herein are based upon information provided to us by the Company.

Form 10-K for the Fiscal Year Ended December 31, 2022

Part I

Item 1. Business, page 1

 1. At the onset of Part I, please disclose the location of your auditor’s headquarters and whether
and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations
will affect your company.

RESPONSE: The Company’s auditors are
Centurion ZD CPA & Co., Certified Public Accountants (“Centurion”), whose address is Unit 1304, 13/F, Two Harbourfront,
22 Tak Fung Street, Hunghom, Hong Kong. Their telephone number is (852) 2126 2388, and Facsimile number is (852) 2122 9078.

United States Securities and Exchange Commission

August 7, 2023

Page 2 of 10

We do not believe that our auditor’s location,
and the regulations related thereto, has a current material effect on the Company because Centurion has been audited by PCAOB in May 2023
and access to their working paper has been provided and they are compliant with PCAOB. Nevertheless, we will include Risk Factors related
to the relevant regulations in an amendment to the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022 (the “Amendment”).

The audit report included in this report
have been prepared by auditors whose work may not be inspected fully by the Public Company Accounting Oversight Board in future periods,
and as such, you may be deprived of the benefits of such inspection.

As a public company with securities quoted
on the OTCQB, we will be required to have our financial statements audited by an independent registered public accounting firm registered
with the PCAOB. A requirement of being registered with the PCAOB is that if requested by the SEC or PCAOB, such accounting firm is required
to make its audits and related audit work papers be subject to regular inspections to assess its compliance with the applicable professional
standards.

Since our auditor is located in Hong Kong,
a jurisdiction where the PCAOB has been generally unable to conduct inspections without the approval of the Chinese authorities due to
various state secrecy laws and the revised PRC Securities Law, the PCAOB currently does not have free access to inspect the work of our
auditor. This lack of the PCAOB inspections in Hong Kong (and China) can prevent the PCAOB from fully evaluating audits and quality control
procedures of our auditor. This is not currently an issue as Centurion has been audited by PCAOB in May 2023 and access to their working
papers has been provided and they are deemed compliant with PCAOB, but future inspections may be frustrated by PRC Securities Laws. As
a result, we and our stockholders may be deprived of the benefits of such PCAOB inspections, which could cause investors in our stock
to lose confidence in our audit procedures and the quality of our financial statements.

On December 18, 2020, the Holding Foreign
Companies Accountable Act, or HFCAA, was enacted. In essence, the act requires the SEC to prohibit securities of any foreign companies
from being listed on U.S. securities exchanges or traded “over-the-counter” if a company retains a foreign accounting firm
that cannot be inspected by the PCAOB for three consecutive years, beginning in 2021. Our independent registered public accounting firm
is located in and organized under the laws of Hong Kong and China, jurisdictions where the PCAOB is currently unable to conduct inspections
without the approval of the Chinese authorities, and therefore our auditors are not currently inspected by the PCAOB.

On March 24, 2021, the SEC adopted interim
final amendments, relating to the implementation of certain disclosure and documentation requirements of the HFCAA. On December 2, 2021,
the SEC announced the adoption of amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The
rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting
firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified Issuers”).
The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned
or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a
Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional
disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the adopting release provides
notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain
Commission-Identified Issuers, as required by the HFCAA. The SEC will identify Commission-Identified Issuers for fiscal years beginning
after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in
the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its
annual report for the fiscal year ended December 31, 2022, the registrant will be required to comply with the submission or disclosure
requirements in its annual report filing covering the fiscal year ended December 31, 2023.

United States Securities and Exchange Commission

August 7, 2023

Page 3 of 10

On November 5, 2021, the SEC approved PCAOB
Rule 6100, Board Determination Under the Holding Foreign Companies Accountability Act, effective immediately. The rule establishes “a
framework for the PCAOB’s determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered
public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.”

On December 16, 2021, PCAOB issued a report
on its determinations that PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered
in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those
jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills
its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject
to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. The audit
report included in our Annual Report on Form 10-K for the years ended February 28, 2023 and 2022, was issued by CZD CPA, an audit firm
headquartered in Hong Kong, a jurisdiction that the PCAOB previously determined that the PCAOB is unable to conduct inspections or investigate
auditors. However, on December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate
registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations. Should
the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need
to issue a new determination.

United States Securities and Exchange Commission

August 7, 2023

Page 4 of 10

In May 2022, we were identified as a Commission-Identified
Issuer on the SEC’s “Conclusive list of issuers identified under the HFCAA” (available at https://www.sec.gov/hfcaa)
and, as a result, we will be required to comply with the submission or disclosure requirements in our annual report covering the fiscal
year ending December 31, 2023. If we are so identified for two consecutive years, the SEC would prohibit our securities from trading on
a securities exchange or in the over-the-counter trading market in the United States the earliest in early 2024. While the Company intends
to engage a public auditor that is not a Listed Auditor prior to the 2023 fiscal year annual audit, if there is no change in current status
of our Auditor or changes in applicable laws, our Auditor is currently our public auditor and is a Listed Auditor. The inability of the
PCAOB to audit and investigate completely our Auditor deprives the investors with the benefits of that audit and investigation.

Under the HFCAA (as amended by the Consolidated
Appropriations Act, 2023), our securities may be prohibited from trading on the U.S. stock exchanges or in the over the counter trading
market in the U.S. if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our common
stock being delisted. On June 22, 2021, the U.S. Senate passed the AHFCAA, which was enacted under the Consolidated Appropriations Act,
2023, as further described below.

On August 26, 2022, the PCAOB signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step toward opening
access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The
Statement of Protocol gives the PCAOB sole discretion to select the firms, audit engagements and potential violations it inspects and
investigates and put in place procedures for PCAOB inspectors and investigators to view complete audit work papers with all information
included and for the PCAOB to retain information as needed. In addition, the Statement of Protocol grants the PCAOB direct access to interview
and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. While significant, the Statement
of Protocol is only a first step. Uncertainties still exist as to whether and how this new Statement of Protocol will be implemented.
Notwithstanding the signing of the Statement of Protocol, if the PCAOB cannot make a determination that it is able to inspect and investigate
completely registered public accounting firms headquartered in mainland China and Hong Kong, trading of our securities will still be prohibited
under the HFCAA and Nasdaq will determine to delist our securities. Therefore, there is no assurance that the Statement of Protocol will
relieve us from the delisting risk under the HFCAA.

On December 29, 2022, the Consolidated Appropriations
Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive years that would trigger delisting from
three years to two years, and (ii) so that any foreign jurisdiction could be the reason why the PCAOB does not to have complete access
to inspect or investigate a company’s auditors. As it was originally enacted, the HFCAA applied only if the PCAOB’s inability
to inspect or investigate because of a position taken by an authority in the foreign jurisdiction where the relevant public accounting
firm is located. As a result of the Consolidated Appropriations Act, 2023, the HFCAA now also applies if the PCAOB’s inability to
inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying
jurisdiction does not need to be where the accounting firm is located.

United States Securities and Exchange Commission

August 7, 2023

Page 5 of 10

The SEC may propose additional rules or
guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on November 6, 2020, the President’s
Working Group on Financial Markets issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies
to the then President of the United States. This report recommended that the SEC implement five recommendations to address companies from
jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations
were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example,
if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted
would end on January 1, 2022.

The enactment of the HFCAA and the implications
of any additional rulemaking efforts to increase U.S. regulatory access to audit information in Hong Kong could cause investor uncertainty
for affected SEC registrants, including us, and the market price of our stock could be materially adversely affected. Additionally, whether
the PCAOB will be able to conduct inspections of our auditors in the next three years, or at all, is subject to substantial uncertainty
and depends on a number of factors out of our control. If we are unable to meet the PCAOB inspection requirement in time, our stock will
not be permitted for trading “over-the counter” either. Such prohibition would substantially impair your ability to sell or
purchase our stock when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the
price of our stock. Also, such a delisting would significantly affect our ability to raise capital on terms acceptable to us, or at all,
which would have a material adverse impact on our business, financial condition and prospects.

Proceedings instituted by the SEC against
five PRC-based accounting firms could result in financial statements being determined to be not in compliance with the requirements of
the Securities Exchange Act of 1934.

Starting in 2011, the China-based “big
four” accounting firms were affected by a conflict between U.S. and Chinese law. Specifically, for certain U.S.-listed companies
operating and audited in mainland China, the SEC and the PCAOB sought to obtain from the Chinese firms access to their audit work papers
and related documents. The firms were, however, advised and directed that under Chinese law, they could not respond directly to the U.S.
regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through the
Chinese Securities Regulatory Commission, or CSRC.

United States Securities and Exchange Commission

August 7, 2023

Page 6 of 10

In late 2012, this impasse led the SEC to
commence administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the
Chinese accounting firms, including our independent registered public accounting firm. A first instance trial of the proceedings in July
2013 in the SEC’s internal administrative court resulted in an adverse judgment against the firms. The administrative law judge
proposed penalties on the firms including a temporary suspension of their right to practice before the SEC, alt