GOLQ LLC entered into a definitive agreement to acquire Recruiter.com Group, Inc. (NasdaqCM:RCRT) in a reverse merger transaction for $88 million on June 5, 2023. GoLogiq is to receive common stock of Recruiter.com equal to approximately 84% of Recruiter.com, with existing Recruiter.com stockholders initially maintaining approximately 16% and will also receive an earn-out payment. Transaction values combined company at $105,000,000, with an assumed valuation for GOLQ to be $88,000,000 and RCRT's assumed valuation of $17,000,000. Under the terms of the Agreement, Recruiter.com will acquire GoLogiq's CreateApp, PayLogiq (operating as AtozPay™), GoLogiq (operating as AtozGo™), and Radix™ businesses and related assets that comprise a suite of mobile commerce, e-wallet and mobile payment and big data analytics platforms. Recruiter.com will continue to be listed on the Nasdaq Capital Market and plans to change its name to a name and branding that would reflect the new fintech focus of the company. GoLogiq plans to continue to be quoted on the OTC Markets and maintain the GammaRey operating subsidiary. GoLogiq also plans to change its name and branding to reflect the new asset management focus of the company. All but one of the current directors of Recruiter will resign effective upon the closing of the transaction, and the existing directors of GoLogiq shall be appointed to the board of Recruiter, with Brent Suen appointed chairman.

The transaction is subject to satisfying certain closing conditions which include the completion of satisfactory due diligence by both parties and the receipt of shareholder approval by both companies, shares issued shall have been approved for listing on Nasdaq, parties shall have received all approvals from any Governmental Authority necessary to consummate the transaction, including, but not limited to, the expiration or termination of the waiting period under the HSR Act and third party consent. The board of directors of both companies have unanimously approved the business combination. The transaction is expected to close in late third quarter or early fourth quarter of 2023.

Joseph Gunnar & Co., LLC is acting as the exclusive financial advisor to Recruiter.com and GoLogiq in connection with the transaction. Evan Sohn and Joseph Lucosky of Lucosky Brookman LLP is serving as legal counsels to Recruiter.com. Scott Kline and Brent Suen of Kline Law Group, LLP serving as legal counsels to GOLQ.