Filed by: Abri SPAC I, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Companies:
Abri SPAC I, Inc.
(Commission File No.: 333-268133)
November 21, 2022
Logiq Signs LOI to Acquire Privately
Held Operating Company
As contemplated:
|
· |
The
preliminary confidential target valuation is between $220M and
$250M. |
|
· |
The
transaction would be executed simultaneously with Logiq’s pending
Abri de-SPAC deal whereby the confidential target would be acquired
to become a wholly owned subsidiary of Logiq. |
|
· |
Properly
structured, post-transaction the combined entity is expected apply
for Nasdaq or NYSE up-listing and complete a significant capital
raise by the end of next year |
NEW YORK, Nov. 18, 2022 -- Logiq,
Inc. (OTCQX: LGIQ) (“the Company”), a provider of digital
consumer acquisition solutions, today announced that it has signed
a non-binding letter of intent (“LOI”) with a privately held
operating company (“PrivCo”) in which – effectively simultaneous
with Logiq’s pending de-SPAC transaction with Abri SPAC I– Logiq
will acquire PrivCo in a share exchange of newly issued Logiq
shares for 100% of the shareholder interests of PrivCo. PrivCo will
become a wholly-owned subsidiary of the Company and is expected to
place executives in senior management positions.
The recent announcement of the Abri SPAC
I (special purpose acquisition company) transaction for Logiq opens
a possibility for Logiq to acquire PrivCo simultaneous with the
DataLogiq business being acquired by Abri. Properly structured, the
combined entity post transaction anticipates:
|
1. |
Closing a significant capital raise
in connection with the transaction, as well as |
|
2. |
Meeting listing qualifications to
apply for an up-listing from Logiq’s current OTCQX listing to
Nasdaq or NYSE by the end of 2023 |
PrivCo attributes include:
1. A
preliminarily agreed gross valuation for transaction purposes of
between $220 million and $250 million
2.
Operates in the financial technology industry, specializing in
wealth management, offering above-market secular growth
potential
3. Large
institutional shareholders including a U.S. fund management
company, a European bank and an Asian conglomerate
Logiq Chief Executive Officer, Brent
Suen, commented, “We are excited about the late-stage discussions
underway with this privately held operating company to complete a
transaction that is win-win for both companies’ shareholders. Our
next step is to execute a definitive merger agreement, which we
will communicate to our shareholders as soon as we are able to do
so, along with further details about the identity and attributes of
the target acquisition.”
The closing of the intended transaction
with PrivCo is expected to occur not later than March 31, 2023 but
may well be considerably sooner depending on the timing of a
definitive merger agreement and the timing of Logiq’s de-SPAC
transaction with Abri SPAC I.
About Logiq
Logiq Inc. is a
U.S.-based provider of e-commerce and digital customer acquisition
solutions by simplifying digital advertising. It provides a
data-driven, end-to-end marketing through its results solution or
providing software to access data by activating campaigns across
multiple channels.
Connect with
Logiq: Website | LinkedIn | Twitter | Facebook
The Company’s Digital Marketing business
includes a holistic, self-serve ad tech platform. Its proprietary
data-driven, AI-powered solutions allows brands and agencies to
advertise across thousands of the world’s leading digital and
connected TV publishers.
Important Cautions Regarding Forward
Looking Statements
This press release contains certain forward-looking statements and
information, as defined within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and is subject to the
Safe Harbor created by those sections. This press release also
contains forward-looking statements and forward-looking information
within the meaning of Canadian securities legislation that relate
to Logiq’s current expectations and views of future events. Any
statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future
events or performance (often, but not always, through the use of
words or phrases such as “will likely result”, “are expected to”,
“expects”, “will continue”, “is anticipated”, “anticipates”,
“believes”, “estimated”, “intends”, “plans”, “forecast”,
“projection”, “strategy”, “objective” and “outlook”) are not
historical facts and may be forward-looking statements and may
involve estimates, assumptions and uncertainties which could cause
actual results or outcomes to differ materially from those
expressed in such forward-looking statements. No assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included in this press release should
not be unduly relied upon.
These statements speak only as of the
date of this press release. Forward-looking statements are based on
a number of assumptions and are subject to a number of risks and
uncertainties, many of which are beyond Logiq’s control, which
could cause actual results and events to differ materially from
those that are disclosed in or implied by such forward-looking
statements. In particular and without limitation, this press
release contains forward-looking statements regarding our ability
to consummate the SPAC transaction with Abri, our ability to
consummate a transaction with PrivCo and subsequent ability to meet
the listing requirements on either Nasdaq or NYSE, our ability to
raise sufficient operating capital to adequately operate, our
products and services, the use and/or ongoing demand for our
products and services, expectations regarding our revenue and the
revenue generation potential of our products and services, our
partnerships and strategic alliances, potential strategic
transactions, the impact of global pandemics (including COVID-19)
on the demand for our products and services, industry trends,
overall market growth rates, our growth strategies, the continued
growth of the addressable markets for our products and solutions,
our business plans and strategies, and the valuation and success of
the businesses after completion of the transaction, if any, and
other risks described in the Company’s prior press releases and in
its filings with the Securities and Exchange Commission (SEC)
including its Annual Report on Form 10-K and any subsequent
public filings.
Logiq undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be
required by law. New factors emerge from time to time, and it is
not possible for Logiq to predict all of them, or assess the impact
of each such factor or the extent to which any factor, or
combination of factors, may cause results to differ materially from
those contained in any forward-looking statement. Any
forward-looking statements contained in this press release are
expressly qualified in their entirety by this cautionary
statement.
Media & Investor
Contact
ir@logiq.com
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