SecProbe.io

CORRESP
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filename1.htm

Scott
C. Kline, Esq.

dba
Kline Law Group

15615
Alton Parkway, Suite 450

Irvine,
CA 92618

T
– 949.271.6355

F
– 949.271.6301

November
9, 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:	Ms.
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”) and in response to the comments of the staff of the Securities and Exchange Commission
set forth in your letter dated September 29, 2023.

Set
forth below are the Company’s responses to the Staff’s comments. Factual information provided herein has been provided to
us by the Company. The numbering of the responses corresponds to the numbering of comments in the letter from the Staff.

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

Consolidated
Financial Statements

Note
5. Business Combinations, page F-10

Comment
1.We note your proposed revised disclosures in response to prior comment 2 where you indicate that Logiq Inc held Gologiq shares
in trust such that Logiq Inc did not have effective control of Gologiq shares prior to the spin. We continue to consider the company's
conclusion that you did not need to consider the guidance in ASC 805-50 with respect to transactions under common control and we may
have further comments.

      - 1 -

Response
1. Noted.

Comment
2. You state in your response to prior 2 that you considered the guidance in ASC 805-10-55- 11 through 55-15 and for most of these
criteria you determined that either Logiq or GoLogiq would be considered the accounting acquirer. Please clarify your reference to GoLogiq
throughout this analysis as it is unclear if you are referring to GoLogiq as a subsidiary of Logiq or GoLogiq Inc. (formerly Lovarra).
If you are referring to GoLogiq, as the subsidiary of Logiq, then explain further how you accounted for this transaction whereby you
determined that Logiq's wholly-owned subsidiary, GoLogiq, is the accounting acquirer and specifically address your consideration of the
guidance in ASC 805-40. Alternatively, if you are referring to GoLogiq, Inc. (formerly Lovarra), revise your analysis to tell us which
party (i.e. Logiq or GoLoqic Inc., but not both) would be considered the accounting acquirer for each criteria and include a detailed
analysis to support your conclusion.

Response
2. In response to the Staff’s comment, the Company reissues its prior response and clarifies as follows:

As
a preliminary matter, the Company’s response includes reference to three distinct entities:

 ● GoLogiq,
                                            Inc. (OTC:GOLQ) (fka Lovarra) is referred to herein as the “Company” and
                                            is the issuer providing this response;

 ● Logiq,
                                            Inc. (OTCQX:LGIQ) is referred to herein as “Logiq” and is the seller of
                                            the AppLogiq/CreateApp business in the transaction in question; and

 ● GoLogiq,
                                            LLC, an entity controlled by Logiq, is referred to herein as “GoLogiq”.

The
Company considered ASC 805 as it related to the CreateApp acquisition, and such analysis was disclosed in the Company’s Form 10-K
i the referenced Note 5 on page F-10. Such note disclosed that “[t]he acquisition of substantially all the CreateApp assets from
Logiq was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations
(“ASC 805”), with the results of CreateApp’s historical operations included in the Company’s financial statements
from January 1, 2022. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets
acquired and liabilities assumed.” The note further described the fair valuation methods used (primarily on the basis of the income
approach) and noted that the Company’s consolidated statement of operations, revenues and expenses include the operations of CreateApp
since January 27, 2022, which is the day after the acquisition date.

      - 2 -

On
November 26, 2021, Vadim Rata, the previous majority shareholder of the Company entered into a stock purchase agreement for the sale
of 4,500,000 shares of Common Stock of the Company to GoLogiq. As a result of the acquisition, GoLogiq held approximately 78.5% of the
issued and outstanding shares of Common Stock of the Company. On January 27, 2022, Logiq completed its sale of its AppLogiq business
to the Company, and the Company issued 26,350,756 shares (the “Company Shares”) of its common stock to Logiq with Logiq holding
the shares until it distributed 100% of the Company Shares to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1
basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of the Company), as disclosed
in the Company’s Current Report on Form 8-K, filed with the Commission on January 27, 2022, an excerpt of which was previously
provided to the Commission. Logiq completed the distribution on July 27, 2022 and no longer had a direct equity ownership of the Company.

As
disclosed in note 3; Related party transactions, we plan to make following revisions, in italics.

On
January 27, 2022, Logiq completed the transfer of its AppLogiq business to the Company. In connection with the completion of the transfer
of the AppLogiq business to the Company, the Company issued 26,350,756 shares of its common shares to Logiq (the “Company Shares”).
Logiq held the Company Shares until July 27, 2022, on which date it distributed 100% of the Company Shares to Logiq’s stockholders
of record as of December 30, 2021 on a1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received
1 share of the Company) through a spin off. Logiq held the Company Shares between January 27, 2022 and July 27, 2022 in escrow in
trust for Logiq’s stockholders of record as of December 30, 2021. Logiq does not have effective control of the Company Shares prior
to spin off. As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a Technical majority owned
subsidiary of Logiq.

As
a result, the ASC analysis did not, and needed not, to considered the guidance in ASC 805-50 with respect to transactions under common
control.

The
Company did, as disclosed in its referenced Form 10-K and as referenced above, determine that the reference acquisition was a business
combination within the scope of ASC 805-10. This conclusion is supported by the guidance in paragraphs 25-5 and 55-10 through 55-13 of
ASC 805-10.

ASC
Section 805-10-55-10

Paragraph
805-10-25-5 provides that the guidance in related to determining the existence of a controlling financial interest shall be used to identify
the acquirer in a business combination, except when a variable interest entity (VIE) is acquired. If a business combination has occurred
but applying that guidance does not clearly indicate which of the combining entities is the acquirer, paragraph 805-10-25-5 requires
the factors in paragraphs 805-10-55-11 through 55-15 to be considered in making that determination.

The
post transaction pro-forma financial statements provide that over 50% or greater voting interest of the Company was issued to Logiq.
The consolidation evaluation process under ASC 810 incorporates this principle from FIN 46R, and companies can determine the parent entity
by evaluating ownership percentage as long as the entity in question does not meet the criteria to be considered a “variable interest
entity” or VIE. No VIE exists in this case. As a result, pursuant to ASC 805-10-55-10 the acquirer can be identified based solely
on the outstanding voting interests exceeding 50%. Nevertheless, the Company also considered the guidance in ASC 805-10-55-11 through55-15.
For this purpose, no single criteria in the guidance, ASC 805-10-55-11 through 15, was considered more significant than any other.

      - 3 -

ASC
Section 805-10-55-11

Ina
business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the
entity that transfers the cash or other assets or incurs the liabilities.

In
this case, Logiq directed its affiliate GoLogiq to transfer assets (the CreateApp assets) to the Company, and under the criteria of ASC
805-10-55-11, GoLogiq would be considered the accounting acquirer.

ASC
Section 805-10-55-12

Ina
business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests.
However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree. Subtopic805-40 provides
guidance on accounting for reverse acquisitions. Other pertinent facts and circumstances also shall be considered in identifying the
acquirer in a business combination effected by exchanging equity interests, including the following:

a.
The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose
owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners
retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting
arrangements and options, warrants, or convertible securities.

Based
on the equity retained by GoLogiq, it would be considered the accounting acquirer.

b.
The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant
voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minorityvotinginterest
in the combined entity.

As
noted above, GoLogiq will have more than 50% voting interest, and accordingly, ASC 805-10-55-12b indicates that one of those entities
would be considered the accounting acquirer.

c.
The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability
to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

In
the absence of voting agreements or special charter provisions giving persons or entities special post-closing board designation rights,
neither of which is present in this transaction, the power to elect and remove a majority of the Company’s board of directors’
rests with its stockholders. Accordingly, GoLogiq would be considered the accounting acquirer based on this criteria.

      - 4 -

d.
The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management
dominates the management of the combined entity.

The
Company’s management team is made up, post change of control, of GoLoqiq managers. Based on the criteria of ASC 805-10-55-12d,
GoLogiq would be considered the accounting acquirer.

e.
The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the precombination
fair value of the equity interests of the other combining entity or entities.

None
of the entities will be paying a premium over the precombination fair values of the equity interests of the other combining entities.

ASC
Section 805-10-55-13

The
acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly
larger than that of the other combining entity or entities.

As
compared to the Company, GoLogiq is by far the largest by all relevant measures, including assets value and revenues. Based on the foregoing
and the criteria outlined in ASC 805-10-55-13, GoLogiq would be the accounting acquirer consistent with our conclusions under SAB 97.

ASC
Section 805-10-55-14

Ina
business combination involving more than two entities, determining the acquirer shall include a consideration of, among other things,
which of the combining entities initiated the combination, as well as the relative size of the combining entities, as discussed in the
preceding paragraph.

The
transaction involved the Company, Logiq and GoLogiq. The relatively larger of Logiq and GoLogiq was, based on assets and revenues, GoLogiq
(as it was Logiq’s primary operating subsidiary).

ASC
Section 805-10-55-15

A
new entity formed to effect a business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests
to effect a business combination, one of the combining entities that existed before the business combination shall be identified as the
acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or other assets
or incurs liabilities as consideration may be the acquirer.

No
new entity was formed and ASC 805-10-55-15 is not relevant.

      - 5 -

Lastly,
as requested in your Comment 2, the Company provides the following response related specifically to ASC 805-40:

ASC
805-40-25-1

For
a business combination transaction to be accounted for as a reverse acquisition, the accounting acquiree must meet the definition of
a business. All of the recognition principles in Subtopics 805-10, 805-20, and 805-30, including the requirement to recognize goodwill,
apply to a reverse acquisition.

In
the above analysis, the Company (fka Lovarra) is the accounting acquiree, so we have to analyze whether the Company had a “business”
as defined in ASC 805 prior to its reverse acquisition of the CreateApp/AppLogiq business.

As
set forth in the Company’s original Form S-1, as amended, which went effective with the Commission on August 9, 2019, the Company’s
original business plan was described as follows:

We
are a development-stage company that intends to develop, market and sell a subscription-based income/expense tracking application service.
The management is also discussing developing a secure physical wallet that only opens once an expenditure/earning is reflected in the
application. Our current operations are devoted to researching the market of mobile applications to determine a niche for our proposed
income/expense application product. Moving forward it will possibly be connected to a physical wallet which will open only after the
expense is input in the app. We have not yet implemented our business model or undertaken development of our proposed income/expense
product nor the possible physical wallet. To date, we have generated no revenues from our operations.

In
the Company’s “Description of Business” section in its Form S-1, it went through a detailed discussion of its application,
or app, in the fintech/e-wallet space, excerpted in part as follows:

We
intend to develop, launch, market and sell (via subscription), what will be (depending on user preferences) the most secure income/expense
tracking system available today. We are considering development of a physical wallet with a Bluetooth lock controlled by our application
on effectiveness of its functionality, available pricing of the product, designs and materials to use.

The
Application

Our
proposed LOVARRA Application (LOVARRA) will be an expense and earnings tracker with all modern features. The functionality of our future
product shall include but will not be limited the following functionality:

GENERAL:

● Tracking
both expenses and income.

● Support
for multiple accounts and transfers between them.

      - 6 -

● All
entries, accounts, tags,