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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   001-40723   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

 

N/A 

(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
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ 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)   Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant   ASPAU   The Nasdaq Stock Market  LLC
         
Common Stock, par value $0.0001 per share   ASPA   The Nasdaq Stock Market  LLC
         
Warrants, each exercisable for one share of Common Stock for $11.50 per share   ASPAW   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:

 

1. Charter Amendment

 

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 

 

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2. Trust Amendment

 

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:

  

Exhibit No.   Description
     
3.1   Amendment to the Amended and Restated Certificate of Incorporation of Abri SPAC I, Inc., dated December 9, 2022
10.1   Amendment to the investment management trust agreement of August 9, 2021, between Abri SPAC I, Inc. and Continental Stock Transfer & Trust Company dated December 9, 2022
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

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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.
   
  By: /s/ Jeffrey Tirman
  Name: Jeffrey Tirman
  Title: Chief Executive Officer

 

 

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