BUSINESS COMBINATIONS | NOTE 15 – BUSINESS COMBINATIONS Push Holdings Inc. On January 8, 2020, the Company acquired substantially all the assets of Push Holdings Inc in exchange for 35,714,285 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $14,285,714. The acquisition of substantially all the assets of Pushing Holding was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of Logiq Inc (Nevada)’s operations included in the Company’s consolidated financial statements from January 9, 2020. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed. During the year ended December 31, 2020, the Company, through its wholly-owned subsidiary, Logiq Inc (Nevada) acquired substantially all of the assets of Push Holdings, Inc. The fair values of assets acquired and liabilities assumed were as follows: Cash and cash equivalents $ 574,572 Restricted cash 1,025,000 Accounts receivable, net 709,053 Prepaid expenses and other current assets 11,940 Property, plant and equipment 225,126 Intangible assets 8,250,000 Accounts payable (367,091 ) Accrued expenses and other current liabilities (424,094 ) Due to parent company (500,000 ) Goodwill 4,781,208 Net assets acquired $ 14,285,714 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Push has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Push Holdings would have paid if Push Holdings did not own the software technology. On the acquisition date, goodwill of $4,781,208 and other intangible assets of $8,250,000 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The Company incurred some accounting and legal fees related to the acquisition of the assets of Push Holdings. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021. In the consolidated statements of operations, revenues and expenses include the operations of Logiq Inc (Nevada) since January 9, 2020, which is the day after the acquisition date. Fixel AI Inc. On November 2, 2020, the Company acquired Fixel AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $8.86. On the closing date, the Company issued 564,467 restricted shares of its common stock to Fixel Stockholders, of which the shares allocated to the Fixel stockholders that are residents of Israel (“Israel Stockholders”) will be delivered to an independent third-party escrow (the “Escrow Shares”), where (i) such shares will be released to Israel Stockholders upon each Israel Stockholder’s compliance with the 104H tax ruling issued by certain tax authorities of Israel in connection with the Merger and (ii) shares held by Founders making up approximately 20% of the shares issued will be held subject to offset for indemnification purposes. The Shares were issued at a trailing twenty (20) day VWAP of $8.86 per share. The fair values of assets acquired and liabilities assumed were as follows: Cash and cash equivalents $ 67,167 Restricted cash 10,229 Accounts receivable, net 29,036 Prepaid expenses and other current assets 20,963 Intangible assets 4,678,422 Accounts payable 280 Accrued expenses and other current liabilities (47,021 ) Deferred revenue (55,958 ) Goodwill 296,882 Net assets acquired $ 5,000,000 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Fixel has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Fixel would have paid if Fixel did not own the software technology. On the acquisition date, goodwill of $296,882 and other intangible assets of $4,678,422 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The Company incurred some accounting and legal fees related to the acquisition of the assets of Fixel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021. In the consolidated statements of operations, revenues and expenses include the operations of Fixel AI, Inc. since November 3, 2020, which is the day after the acquisition date. Rebel AI Inc. On March 29, 2021, the Company acquired Rebel for a total cash consideration of $1,126,000 and in exchange for 1,032,056 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $6.00. On the Closing Date, the Company issued 1,032,056 restricted shares of its common stock to Rebel Stockholders, and at a trailing twenty (20) day VWAP of $6.00 per share. Cash and cash equivalents $ 7,736 Accounts receivable, net 10,052 Prepaid expenses and other current assets 14,617 Property, plant and equipment 28,236 Intangible assets 6,789,969 Accrued expenses and other current liabilities (32,110 ) Goodwill 499,836 Net assets acquired $ 7,318,336 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Rebel has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Rebel would have paid if Rebel did not own the software technology. On the acquisition date, goodwill of $499,836 and other intangible assets of $6,789,969 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The Company incurred some accounting and legal fees related to the acquisition of the assets of Rebel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the period ended March 31, 2021. In the consolidated statements of operations, revenues and expenses include the operations of Rebel AI, Inc. since March 29, 2021, which is the day after the acquisition date. Battle Bridge Labs LLC On March 31, 2022, DLQ completed the acquisition of certain customer contractual agreements of Battle Bridge Labs, LLC, including those of Section 2383 LLC, a Tulsa, Oklahoma-based digital brand marketing agency. The purchase price was $3,250,000 and consisted of the issuance of 2,912,621 shares of restricted common stock of Logiq, Inc. with a fair value of $3,000,000 and cash consideration of $250,000. DLQ considers the Intangible asset acquired, comprising certain customer contractual agreements, to be at fair value and there is no goodwill arising. The fair values of assets acquired assumed were as follows: Intangible assets $ 3,250,000 Goodwill - Net assets acquired $ 3,250,000 AppLogiq Spin-Off On July 27, 2022, the Company completed the Distribution and Spin Off. Logiq Inc does not have effective control of Gologiq 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. The Company recognized an impairment loss of $19,700,000 following a revaluation on February 28, 2023 to $11,800,000 as compared to $31,500,000 at December 31, 2021 as shown below. Intangible assets Goodwill Total Brought forward at January 1, 2022 24,000,000 7,500,000 31,500,000 Impairment loss in the year (15,032,000 ) (4,668,000 ) (19,700,000 ) Carried forward at December 31, 2022 8,968,000 2,832,000 11,800,000 Park Place Payments Inc. Share Exchange Agreement On April 25, 2023, the Company, Park Place, and the Stakeholders consummated the transactions contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, at the Closing (as defined therein), the Company shall acquire all of the issued and outstanding shares of common stock of Park Place, and in exchange has committed to issue and sell an aggregate of fourteen million six hundred fifty-two thousand seven hundred ninety-eight (14,652,798) shares of common stock of the Company to Park Place, which are to be held in escrow and distributed to the Stakeholders pursuant to the terms of the Share Exchange Agreement (the “Exchange Shares”)(such transactions, collectively the “Share Exchange”). A certain number of the Exchange Shares, being nine million seven hundred sixty-eight thousand five hundred thirty-two (9,768,532) shares, are subject to the achievement by Park Place of earnout provisions pursuant to the terms of the Share Exchange Agreement. 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 2.10 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 Park Place. The Share Exchange Agreement is described in this Current Report and attached as Exhibit 2.10 hereto only to provide investors with information regarding the terms and conditions of the Share Exchange 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 Park Place or the actual conduct of their respective businesses during the pendency of the Share Exchange 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”). On April 21, 2023, the Company received a cease trade order from the Ontario Securities Commission (“OSC”) and, on May 12, 2023, a corresponding notice of delisting related to its listing and trading in Canada on the NEO Exchange (now known as CBOE Canada). As a result of the OSC order and NEO notice, the Company no longer trades in Canada. The Company still is quoted on the OTCQX market in the United States as its primary market. |