Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report regarding the Share Exchange (as defined in Item 2.01, below) is incorporated by reference into this Item 1.01. Item 2.01 Completion of Acquisition or Disposition of Assets.
Share Exchange Agreement
On
The Exchange Shares issued pursuant to the Share Exchange have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, and therefore, cannot be resold, pledged, assigned or otherwise disposed of by the holders thereof, absent such registration or an applicable exemption from such registration requirements, and will be subject to further contractual restrictions on transfer as described in the Share Exchange Agreement.
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
The information set forth above in Item 3.02 of this Current Report related to the Share Exchange Agreement and the issuance of the Exchange Shares is incorporated by reference to this Item 3.02. The Exchange Shares have not been registered under the Securities Act, and are instead being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act. Item 7.01 Regulation FD Disclosure.
OnApril 2 6 , 2023, the Company issued a press release regarding an operational and corporate update pertaining to the acquisition ofPark Place and the consummation of the Share Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements. The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 2.1 Form of Share Exchange Agreement, datedApril 21, 2023 , by and amongLogiq Inc. ,Park Place Payments Inc. , and the Stakeholders ofPark Place Payments Inc. 99.1 Press release, datedApril 26, 2023 .
* 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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