Current Report Filing (8-k)
20 December 2022 - 8:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 19, 2022 (December 09, 2022)
Date of Report (Date of earliest event reported)
ABRI SPAC I, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-40723 |
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86-2861807 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
9663
Santa Monica Blvd., No. 1091
Beverly
Hills, CA 90210
(Address of Principal Executive Offices and Zip
Code)
Registrant’s telephone number, including
area code:
(424) 732-1021
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of Common Stock and one Redeemable Warrant |
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ASPAU |
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The Nasdaq Stock Market LLC |
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Common Stock, par value $0.0001 per share |
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ASPA |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one share of Common Stock for $11.50 per share |
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ASPAW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders
at the special meeting of stockholders held on December 9, 2022 (the “Special Meeting”), Abri SPAC I, Inc. (the “Company”
or “Abri”) entered into an amendment to the investment management trust agreement dated as of August 9, 2021, with
Continental Stock Transfer & Trust Company, on December 9, 2022 (the “Trust Amendment”). Pursuant to the Trust
Amendment, the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month
each time, from February 12, 2023, to August 12, 2023, by depositing $87,500 to the Company’s trust account for each one-month extension
(each an “Extension”).
The foregoing description
of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment,
filed hereto as Exhibit 10.1, and is incorporated by reference herein.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Meeting on December 9, 2022, the Company filed an amendment to its Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State on December 9, 2022 (the “Charter Amendment”), giving the Company the
right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time,
from February 12, 2023 to August 12, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2022, the Company
held the Special Meeting. On November 14, 2022, the record date for the Special Meeting, there were 7,461,998 shares of common stock entitled
to be voted at the Special Meeting, 90.75% of which were represented in person or by proxy.
The final results for each of the matters submitted
to a vote of Abri’s stockholders at the Special Meeting are as follows:
Stockholders approved the
proposal to amend the Company’s amended and restated certificate of incorporation, giving Abri the right to extend the date by which
it has to complete a business combination six (6) times for an additional one (1) month each time, from February 12, 2023 to August 12,
2023. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares
of common stock. The voting results were as follows:
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| 6,771,550 | | |
| 509 | | |
| 1 | | |
| 0 | |
Stockholders approved the
proposal to amend the Company’s investment management trust agreement, dated as of August 9, 2021 by and between the Company and
Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination six (6)
times for an additional one (1) month each time from February 12, 2023 to August 12, 2023 by depositing into the trust account $87,500
for each one-month Extension. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s
outstanding shares of common stock. The voting results were as follows:
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| 6,771,550 | | |
| 509 | | |
| 1 | | |
| 0 | |
Item 8.01. Other Events.
In
connection with the stockholders’ vote at the Special Meeting held by Abri SPAC I, Inc. on December 9, 2022, 4,481,548 shares
of common stock were tendered for redemption. As a result, $45,952,278.91 million (approximately $10.25 per share)
will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 1,252,372
public shares of common stock outstanding.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
SIGNATURES
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.
Dated: December 19, 2022 |
ABRI SPAC I, INC. |
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By: |
/s/ Jeffrey Tirman |
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Name: |
Jeffrey Tirman |
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Title: |
Chief Executive Officer |
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