Recruiter.com Group Inc announced that it has signed a definitive agreement for a planned purchase of the fintech assets of GoLogiq, Inc, a US-based global provider of fintech and consumer data analytics.
The New York-based recruiting platform company said it 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 in an all-stock transaction that values the combined companies at about $105 million, with GoLogiq expected to receive about 84% Recruiter.com’s total equity.
Shares of Recruiter.com jumped 127% to $0.435 in late-morning trading on Tuesday.
GoLogiq plans to transfer the aforementioned fintech assets into a special purpose subsidiary, GoLogiq SPV, with the transaction being structured as a stock-for-stock reverse merger whereby all of the GoLogiq SPV outstanding equity interests are to be exchanged for shares of Recruiter.com's common stock, according to the company.
“We believe the combined transactions will unlock significant value for our shareholders while creating a new structure under which the existing Recruiter.com business can thrive,” Recruiter.com Group CEO Evan Sohn said in a statement.
The company noted that Recruiter.com and GoLogiq plan to review the market capitalization of Recruiter six months following the closing of the business combination and if the market capitalization of the combined company is at least $130 million at that time, then additional shares may be issued to GoLogiq.
Recruiter.com added that it plans to increase its market capitalization through the combination of the generation of revenues utilizing the acquired mobile banking assets as well as through the consummation of several planned and proposed acquisitions that involve existing revenue-generating businesses.
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 its new fintech focus, the company stated.
Concurrent with the closing of the business combination, Recruiter.com reported that it plans to spin out the existing operating business and assets of Recruiter.com into a newly-created company, which would be publicly traded on the OTC Markets so that its shareholders of record will hold two publicly-traded securities, those of Recruiter.com and those of the new OTC spin-out company.
Recruiter.com said the transaction is expected to close in the late third quarter or early fourth quarter of 2023, subject to satisfying certain closing conditions that include the completion of satisfactory due diligence by both parties and the receipt of shareholder approval by both companies.
Recruiter.com is an on-demand recruiting platform providing flexible talent acquisition solutions that scale from startups to the Fortune 100.
Contact Sean at sean@proactiveinvestors.com
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