UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01. Changes in Registrant’s Certifying Accountant
On October 3, 2025, Centurion ZD CPA & Co. (“Centurion”) ceased to serve as the independent registered public accounting firm of Logiq, Inc. (the “Company”). This change followed the Public Company Accounting Oversight Board’s (“PCAOB”) July 22, 2025, order permanently revoking Centurion’s PCAOB registration and imposing related sanctions.
Centurion’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles; however, each report included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through the date Centurion ceased to serve, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Centurion on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Centurion’s satisfaction, would have caused Centurion to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements, and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Centurion with a copy of the disclosures in this Item 4.01 and requested that Centurion furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of such letter, when received, will be filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement of New Independent Registered Public Accounting Firm
On December 8, 2025, the the Board of Directors approved the engagement of RBSM LLP (“RBSM”) as the Company’s new independent registered public accounting firm, effective as of that date. RBSM is a PCAOB-registered public accounting firm.
RBSM has been engaged to audit the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and December 31, 2023, and to perform reviews of the Company’s interim financial information, as applicable.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through the date of RBSM’s engagement, neither the Company nor anyone on its behalf consulted with RBSM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that RBSM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the 8-K). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Logiq Inc. | ||
| Dated: December 8, 2025 | By: | /s/ Henry Val |
| Name: | Henry Val | |
| Title: | Chief Executive Officer | |