Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | GoLogiq, Inc. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 48,351,365 | ||
Amendment Flag | true | ||
Entity Central Index Key | 0001746278 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 333-231286 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 35-2618297 | ||
Entity Address, Address Line One | 230 Victoria Street Bugis Junction | ||
Entity Address, Address Line Two | #15-01/08 | ||
Entity Address, City or Town | Singapore | ||
Entity Address, Country | SG | ||
Entity Address, Postal Zip Code | 188024 | ||
City Area Code | 65 | ||
Local Phone Number | 9366 2322 | ||
Entity Interactive Data Current | Yes | ||
Amendment Description | EXPLANATORY NOTE GoLogiq, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K for the year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023 (the “Original Form 10-K”) and amended by Amendment No.1 on Form 10-K/A filed with the SEC on April 30, 2024 (the “First Amended Form 10-K/A”). This Amendment No. 2 is being filed for the purpose of: (1)Correcting and amending the Explanatory Note of the First Amended Form 10-K/A to clarify that the SEC did not at any time in any correspondence or discussions draw any conclusions or release any statements to the Company regarding the Company’s acquisition of the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”). Accordingly, under the Explanatory Note, 1. Restatement of Financial Statements, the first paragraph is hereby deleted and restated in its entirety with the following: 1. Restatement of Financial Statements In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company. Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did not meet the definition of a business, this transaction cannot be considered a business combination. Instead, the transaction was a reverse acquisition and the Company ceased to be a shell company as a result of the AppLogiq/CreateApp acquisition from Logiq. In addition, under Note 2, Restatement of Previously Issued Consolidated Financial Statements, 1. Restatement of Financial Statements, the first paragraph is hereby deleted and restated in its entirety with the following: 1. Restatement of Financial Statements In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company. Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the Company will restate the transaction accordingly. In light of the above, the Company. is restating its financial statements as of and for the fiscal year ended December 31, 2022 and December 31, 2021. (2)Adding below sentence on the auditor opinion pages, which was inadvertently omitted from the Original filing. Restatement of 2022 Financial Statements As discussed in Note 2 to the financial statements, the 2022 financial statements have been restated to correct a misstatement. As required by the rules of the SEC, this Amendment No. 2 refers to paragraph 18(e) of PCAOB Auditing Standards AS 3101 and paragraphs 9-10 and 16-17 of AS 2820. Except as described above, this Amendment No. 2 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Filing, nor does it reflect events occurring after the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. This Amendment No. 2 does not otherwise update any exhibits as originally filed or previously amended. | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Auditor Name | Centurion ZD CPA & Co. | ||
Entity Voluntary Filers | No | ||
Auditor Firm ID | 2769 | ||
Auditor Location | Hong Kong | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 17,151,110 | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false |