- Apifiny Group Inc. a blockchain technology company focused on
developing a global trading network for the digital assets sector,
announced its intention to go public through a merger with Abri
SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU), a special purpose
acquisition company.
- Apifiny aims to unify the fragmented global digital asset
trading markets and to empower institutional investors with a
seamless global marketplace and trading platform.
- The business combination of Apifiny and Abri has a pro forma
enterprise value at signing of approximately $530 million at $10
per share, which includes $57 million from Abri’s cash-in-trust
account.
- Apifiny stockholders will roll 100% of their equity into the
combined company.
- There is no minimum cash requirement.
- Access to capital markets will enable Apifiny to accelerate
growth and enhance its unique technology base offering.
- Transaction is expected to close in Q3 2022
Apifiny Group Inc.
(“Apifiny”), a global
cross-exchange digital asset trading network based in New York,
today announced that it has entered into a definitive business
combination agreement with Abri SPAC I, Inc. (NASDAQ: ASPAU,
“Abri”), a special purpose
acquisition company, that will result in Apifiny becoming a
publicly traded company on the Nasdaq stock market.
The transaction is expected to close in Q3 2022 and is subject
to approval by Abri stockholders and other customary closing
conditions, including regulatory approvals. The Boards of both
Apifiny and Abri have unanimously approved the proposed
transaction.
Founded in 2018, Apifiny has developed a unique ecosystem that
connects highly fragmented digital asset trading markets (from
trading to clearing and settlement) into a single global platform.
This increases stability, continuity and reduces disruption in the
digital asset marketplace. Apifiny securely connects dozens of
digital marketplaces around the world through its single
application programming interface (“API”), hence providing
institutional traders immediate access to the optimal
market-clearing prices and global liquidity for trading Bitcoin and
other cryptocurrencies.
To date, Apifiny has partnered with over 20 of the top 100
global digital asset exchanges by trading volume, including Huobi
Global, OKEx, Kucoin, OKCoin and Blockchain.com’s exchanges,
amongst others. The merger will enable Apifiny to accelerate
growth, continue developing advanced blockchain and crypto
technology solutions, and enhance regulatory transparency as a
public company, all of which is expected to enhance capabilities
and customer trust.
Apifiny will be supported by a strong board within the public
service, financial advisory, and technology sectors, including:
- Tim Murphy, former Deputy Director of the Federal Bureau of
Investigation (FBI).
- Laurence Charney, former partner of Ernst & Young.
- Samuel Shen, CEO of Vnet Group, former President of JD Cloud
and former chairman of the Microsoft Asia-Pacific Technology
Group.
- Mads Jensen (Board Nominee), Associate Professor in Finance at
Copenhagen Business School and Founding Partner at Jentzen &
Partners, a consultancy group. Former head of wealth management at
Danske Bank Group.
- Denis Duncan (Board Nominee), EVP and CFO at CapStar Financial
Holdings, Inc. Former Senior US Banking & Capital Markets
Partner at PwC LLC.
“Today’s merger is a significant milestone toward creating value
for our shareholders and one that will help accelerate our growth,
as well as growth of digital asset markets,” said Haohan Xu,
Founder and Chief Executive Officer at Apifiny. “We are proud to be
joining forces with Abri, a team that brings years of capital
markets expertise and experience operating and running both public
and private companies. Together, we intend to create one unified
global market for digital assets,” he added.
Jeffrey Tirman, Chairman and Chief Executive Officer of Abri,
added, "We are very pleased to support Apifiny’s transition to the
public markets where our combined impact can accelerate value for
our shareholders. Our team shares Apifiny’s vision that together we
can meaningfully take steps to shape digital asset trading and the
future of digital asset markets.”
Transaction Terms
The pro forma enterprise value of the combined company is
approximately $530 million, including the contribution of up to $57
million of cash held in Abri’s trust account, subject to
redemptions. The transaction is subject to approval by the
shareholders of Apifiny and Abri, respectively, and the
satisfaction of the closing conditions set forth in the Merger
Agreement. The Board of Directors of Apifiny and Abri,
respectively, have unanimously approved the transaction.
The proposed business combination contemplates that Apifiny
stockholders will roll 100% of their equity into the combined
company. Abri and Apifiny have each agreed that the combined
company will satisfy all Nasdaq listing requirements at the close
of the business combination and no specific minimum cash
requirement exists.
All cash remaining on Abri’s balance sheet at the closing of the
transaction, after paying off transaction expenses, is expected to
remain on Apifiny Group Inc.’s balance sheet for working capital,
growth and other general corporate purposes. The transaction is
expected to close in the third quarter of 2022.
Additional information about the proposed merger, including a
copy of the merger agreement and other material documentation will
be filed by Abri with the United States Securities and Exchange
Commission (the "SEC") and
available at www.sec.gov. In the coming days, Abri will file an S-4
registration statement with the SEC, which will contain a proxy
statement/prospectus, with the SEC in connection with the business
combination.
Advisors
Chardan is acting as M&A and Capital Markets advisor.
Mayer Brown is acting as legal counsel to Apifiny. Loeb &
Loeb is acting as legal counsel to Abri.
About Apifiny
Apifiny is a global cross-exchange digital asset trading network
for institutions. The company’s vision is to create one, global
trading marketplace for digital assets. Apifiny aims to deliver
institutional-grade performance to digital asset traders through
seamless connection with global digital asset exchanges and
infrastructure providers. With one account and one API, Apifiny
Connect gives institutional traders the flexibility to trade
directly on global centralized exchanges at a discounted cost.
Apifiny HEX (Hybrid Exchange) is designed to provide the digital
asset community with a better centralized and decentralized trading
experience, including zero taker fees, global price discovery and
predictable liquidity from automated market making (“AMM”) and
global centralized exchanges. Apifiny also empowers institutional
traders with market data and the ability to achieve tighter
spreads, higher fill rates and improved capital utilization.
Headquartered in New York City, Apifiny is a regulated trading
platform with institutional-grade security and compliance. For more
information, visit https://www.apifiny.com/.
About Abri SPAC I, Inc.
Abri is a blank check company formed for the purpose of
effecting a business combination with one or more businesses.
Although there was no restriction or limitation on what industry or
geographic region its targets operated in, Abri pursued prospective
targets that provide technological innovation in a range of
traditionally managed industries with particular emphasis on the
financial services industry. For more information, visit
https://abri-spac.com/
Important Information About the Merger and Where to Find
It
In connection with the proposed Merger, Abri intends to file
preliminary and definitive proxy statements with the SEC. The
preliminary and definitive proxy statements and other relevant
documents will be sent or given to the stockholders of Abri as of
the record date established for voting on the proposed Merger and
will contain important information about the proposed Merger and
related matters. Stockholders of Abri and other interested persons
are advised to read, when available, the preliminary proxy
statement and any amendments thereto and, once available, the
definitive proxy statement, in connection with Abri’s solicitation
of proxies for the meeting of stockholders to be held to approve,
among other things, the proposed Merger because the proxy statement
will contain important information about Abri, Apifiny and the
proposed Merger. When available, the definitive proxy statement
will be mailed to Abri’s stockholders as of a record date to be
established for voting on the proposed Merger. Stockholders will
also be able to obtain copies of the proxy statement, without
charge, once available, at the SEC’s website at www.sec.gov or by
directing a request to: Abri SPAC I, Inc., 9663 Santa Monica Blvd.,
No 1091, Beverly Hills, CA 90210, telephone: (424) 732-1021.
Participants in the Solicitation
Abri, Apifiny and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Abri’s stockholders in connection with the Merger. Abri’s
stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of Abri in Abri’s final prospectus filed with the SEC on
August 11, 2021 in connection with Abri’s initial public offering.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Abri’s
stockholders in connection with the proposed Merger will be set
forth in the proxy statement for the proposed Merger when
available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed Merger will be included in the proxy statement that Abri
intends to file with the SEC.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Abri or Apifiny, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. All statements, other than
statements of present or historical fact included in this press
release, regarding Abri’s proposed Merger with Apifiny, Abri’s
ability to consummate the transaction, the benefits of the
transaction and the combined company’s future financial
performance, as well as the combined company’s strategy, future
operations, estimated financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of the respective
managements of Abri and Apifiny and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Abri or Apifiny. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the Merger, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Merger or that the approval
of the stockholders of Abri or Apifiny is not obtained; failure to
realize the anticipated benefits of Merger; risk relating to the
uncertainty of the projected financial information with respect to
Apifiny; the amount of redemption requests made by Abri’s
stockholders; the overall level of consumer demand for Apifiny’s
products; general economic conditions and other factors affecting
consumer confidence, preferences, and behavior; disruption and
volatility in the global currency, capital, and credit markets; the
financial strength of Apifiny’s customers; Apifiny’s ability to
implement its business strategy; changes in governmental
regulation, Apifiny’s exposure to litigation claims and other loss
contingencies; disruptions and other impacts to Apifiny’s business,
as a result of the COVID-19 pandemic and government actions and
restrictive measures implemented in response; stability of
Apifiny’s suppliers, as well as consumer demand for its products,
in light of disease epidemics and health-related concerns such as
the COVID-19 pandemic; the impact that global climate change trends
may have on Apifiny and its suppliers and customers; Apifiny’s
ability to protect patents, trademarks and other intellectual
property rights; any breaches of, or interruptions in, Abri’s
information systems; fluctuations in the price, availability and
quality of electricity and other raw materials and contracted
products as well as foreign currency fluctuations; changes in tax
laws and liabilities, tariffs, legal, regulatory, political and
economic risks. More information on potential factors that could
affect Abri’s or Apifiny’s financial results is included from time
to time in Abri’s public reports filed with the SEC, as well as the
preliminary and the definitive proxy statements that Abri intends
to file with the SEC in connection with Abri’s solicitation of
proxies for the meeting of stockholders to be held to approve,
among other things, the proposed Merger. If any of these risks
materialize or Abri’s or Apifiny’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Abri nor Apifiny presently know, or that Abri and
Apifiny currently believe are immaterial, that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Abri’s and Apifiny’s expectations, plans or forecasts of
future events and views as of the date of this press release.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. Abri
and Apifiny anticipate that subsequent events and developments will
cause their assessments to change. However, while Abri and Apifiny
may elect to update these forward-looking statements at some point
in the future, Abri and Apifiny specifically disclaim any
obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as
representing Abri’s or Apifiny’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220127005319/en/
Fusion PR Diana Bost | diana.bost@fusionpr.com |
+1.732.616.9643
Apifiny Eric Doyle | eric@apifiny.com | +1.310.804.8228
Abri Jeffrey Tirman | info@abriadv.com | +1.424.732.1021
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