Correspondence 0001575872-24-000689 from GoLogiq, Inc. (GOLQ) (CIK 0001746278)
GoLogiq, Inc. (GOLQ) (CIK 0001746278)
Date: June 21, 2024 · CIK: 0001746278 · Accession: 0001575872-24-000689
AI Filing Summary & Sentiment
File numbers found in text: 333-231286
Referenced dates: May 22, 2024
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Attn: Ms. Joyce Sweeney Re: GoLogiq, Inc. Form 10-K and Form 10-K/A for the Fiscal Year Ended December 31, 2022 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 May 22, 2024.
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.
Amendment No. 2 of Form 10-K for the Year Ended December 31, 2022
Explanatory Note
1. We note your revised disclosures regarding the restatement of the financial statements in the forepart of the filing. Please file an amended Form 10-K/A with the full Item 8 of Form 10-K requirements, which includes a full set of financial statements and all footnote disclosures and ensure you include the revised restatement footnote. In addition, you should file amended Forms 10-Q for the impacted quarterly periods to provide similarly revised disclosures. The amended quarterly filings should be consistent with the periods identified the Item 4.02 Form 8-K filed February 9, 2024 and Form 8-K/A filed February 16, 2024.
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Response 1. We acknowledge your comment and will file the amended Form 10-K/A with the full Item 8 of Form 10-K requirements, which includes a full set of financial statements and all footnote disclosures and will ensure to include the revised restatement footnote. In addition, we will file amended Forms 10-Q for the impacted quarterly periods consistent with the periods identified the Item 4.02 Form 8-K filed February 9, 2024 and Form 8-K/A filed February 16, 2024 to provide similarly revised disclosures. We intend to file the aforementioned as soon as practicable after obtaining necessary approvals from our auditor, which are expected before July 15, 2024.
If you have further questions or comments, please feel free to contact us.
Very truly yours,
/s/ Scott C. Kline
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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
June 21, 2024
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 and
Form 10-K/A for the Fiscal Year Ended December 31, 2022
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 May 22, 2024.
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.
Amendment No. 2 of Form 10-K for the Year Ended December 31, 2022
Explanatory Note
1. We note your revised disclosures regarding the restatement of
the financial statements in the forepart of the filing. Please file an amended Form 10-K/A with the full Item 8 of Form 10-K
requirements, which includes a full set of financial statements and all footnote disclosures and ensure you include the revised
restatement footnote. In addition, you should file amended Forms 10-Q for the impacted quarterly periods to provide similarly
revised disclosures. The amended quarterly filings should be consistent with the periods identified the Item 4.02 Form 8-K filed
February 9, 2024 and Form 8-K/A filed February 16, 2024.
-1-
Response 1. We acknowledge your comment and will file the amended
Form 10-K/A with the full Item 8 of Form 10-K requirements, which includes a full set of financial statements and all footnote disclosures
and will ensure to include the revised restatement footnote. In addition, we will file amended Forms 10-Q for the impacted quarterly
periods consistent with the periods identified the Item 4.02 Form 8-K filed February 9, 2024 and Form 8-K/A filed February 16, 2024 to
provide similarly revised disclosures. We intend to file the aforementioned as soon as practicable after obtaining necessary approvals
from our auditor, which are expected before July 15, 2024.
If you have further questions or comments, please feel free to contact
us.
Very truly yours,
/s/ Scott C. Kline
Scott C. Kline
CC
Granger Whitelaw, CEO
GoLogiq, Inc.
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