Material Agreement Form 8 K

Item 1.01 Entry Into A Material Definitive Agreement

On November 6, 2024, Logiq Inc. (the "Company") entered into a Stock Purchase Agreement (the "Acquisition Agreement") with EviMate LLC. ("EviMate") and the unit holders of EviMate (the "Unitholders"). Pursuant to the Acquisition Agreement, at the closing thereof (the "Closing"), the Company agreed to exchange Five Million USD ($5,000,000) of newly issued common stock of the Company (or a Preferred Stock equivalent) (the "Closing Shares") for all of the outstanding units of EviMate held by the Unitholders. All parties hereto agree that the value of the Closing Shares distributed on the Closing Date shall be priced based on the thirty (30) trading day volume-weighted average price ("VWAP") immediately prior to the Closing Date. Units that have been optioned shall remain as options under the same terms as the original option grant by EviMate. Closing is expected to occur on or before December 31, 2024, with an extension if necessary by mutual agreement of the parties.

The Acquisition Agreement contemplates that the issuance of shares of our Common Stock to holders of EviMate's equity interests in connection therewith will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering, and Regulation D and Regulation S under that section, and that these securities, when issued, may not be offered or sold in the United States 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 Acquisition Agreement.

The Acquisition Agreement and the transactions contemplated thereby have been approved by the board of directors of the Company and EviMate.

All descriptions of the Acquisition 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 Acquisition 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 Acquisition 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 EviMate.

The Acquisition Agreement is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto only to provide investors with information regarding the terms and conditions of the Acquisition Agreement, and, except for its status as a contractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or EviMate or the actual conduct of their respective businesses during the pendency of the Acquisition Agreement, or to modify or supplement any factual disclosures about the Company contained in any of the Company's public reports filed with the Securities Exchange Commission (the "SEC"). The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of establishing the circumstances under which a party may have the right not to consummate the transaction if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and of allocating risk between the parties, rather than establishing matters as facts. These representations, warranties and covenants were made as of specific dates and only for purposes of the Acquisition Agreement, not for the benefit of any investors, and are subject to important exceptions and limitations, including a contractual standard of materiality different from that generally relevant to investors, and are qualified by information in confidential disclosure schedules that the parties exchanged in connection with the execution of the Acquisition Agreement. The parties reserve the right to, but are not obligated to amend or revise the Acquisition Agreement. Accordingly, investors should not rely on representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time they were made or otherwise.

This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.