ASPAU ABRI SPAC I Inc

 

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

 

August 31, 2023 (August 28, 2023)

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 previously disclosed, on September 9, 2022, Abri SPAC I, Inc., a Delaware corporation (“Abri”), entered into a Merger Agreement (the “Merger Agreement”) by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between Abri and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of Abri (the “Merger”).

  

As previously disclosed, on May 1, 2023, June 8, 2023, and July 20, 2023, Abri entered into an amendment to the Merger Agreement (the “First Amendment,” the “Second Amendment”, and the “Third Amendment” respectively) with the other parties thereto, to (i) remove the requirement that Abri have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger; to (ii) (a) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (b) waive any default of Section 9.1(i) of the Merger Agreement for having received a notice from Nasdaq for non-compliance; and (iii) to (i) remove provisions related to the transfer of certain intellectual property assets (ii) change the name of the Surviving Corporation to “Collective Audience, Inc.” and (iii) increase the size of the senior financing facility from $25 Million to $30 Million.

 

On August 28, 2023, Abri entered into an amendment to the Merger Agreement (the “Fourth Merger Agreement Amendment”) to (i) increase the number of dividend shares to be issued to DLQ Parent stockholders at the Closing of the Business Combination from 25% of the Merger Consideration Shares to 33% of the Merger Consideration Shares, (ii) distribute 14% of the aggregate Merger Consideration Shares to certain DLQ investors, and (iii) to ensure 53% of the Merger Consideration Shares will be subject to lock-up.

 

The summary above is qualified in its entirety by reference to the complete text of the Merger Agreement, the First Amendment, the Second Amendment, and the Third Amendment, copies of which are attached hereto as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5 and are incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Merger Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment.

 

Important Information About the Merger and Where to Find It

 

In connection with the proposed Merger, Abri intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Abri, referred to as a “proxy statement/prospectus.” The preliminary and definitive proxy statements/prospectuses 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. Before making any voting decision, investors and security holders of Abri are urged to read, when available, the registration statement, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, 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 these documents will contain important information about Abri, DLQ and the proposed Merger. When available, the definitive proxy statement/prospectus will be mailed to Abri’s stockholders as of a record date to be established for voting on the proposed Merger. Abri stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Abri SPAC I, Inc., at info@abriadv.com.

 

Participants in the Solicitation

 

Abri, DLQ and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Abri’s stockholders in connection with the proposed Merger. Abri’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and executive 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/prospectus 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/prospectus that Abri intends to file with the SEC, as described in the “Important Information About the Merger and Where to Find It” section of this Current Report on Form 8-K.

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K and the documents incorporated by reference herein contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report on Form 8-K regarding the proposed transactions contemplated by the Merger Agreement, including the benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, achievement of the Management and Sponsor Earnout Shares, other performance metrics, projections of market opportunity, expected management and governance of the post-business combination company and expected timing of the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of Abri’s and DLQ’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, 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 and DLQ. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Abri’s and DLQ’s control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, investors and security holders of Abri should not rely on any of these forward-looking statements.

 

Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Merger Agreement and the proposed transaction contemplated thereby; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Abri or DLQ or other conditions to closing in the Merger Agreement; (3) the inability to project with any certainty the amount of cash proceeds remaining in the Abri trust account at Closing; (4) the uncertainty relative to the cash made available to DLQ at Closing should any material redemption requests be made by the Abri stockholders (since the sources of cash projected in the exhibit to this Current Report on Form 8-K assume that no redemptions will be requested by Abri stockholders); (5) the inability of the post-business combination company to obtain or maintain the listing of its securities on Nasdaq following the Merger; (6) the amount of costs related to the Merger; (7) DLQ’s ability to yield sufficient cash proceeds from the transaction to support its short-term operations and research and development efforts since the Merger Agreement requires no minimum level of funding in the trust fund to close the transaction; (8) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement following the announcement of the proposed Merger; (9) changes in applicable laws or regulations; (10) the ability of DLQ to meet its post-Closing financial and strategic goals due to competition, among other things; (11) the ability of the post-business combination company to grow and manage growth profitability and retain its key employees; (12) the possibility that the post-business combination company may be adversely affected by other economic, business and/or competitive factors; (13) risks relating to the successful retention of DLQ’s customers; (14) the potential impact that the COVID-19 pandemic may have on DLQ’s customers, suppliers, vendors, regulatory agencies, employees and the global economy as a whole; (15) the expected duration over which DLQ’s balances will fund its operations; and (16) other risks and uncertainties described herein, as well as those risks and uncertainties indicated in Abri’s final prospectus filed with the SEC on August 11, 2021 in connection with Abri’s initial public offering, the preliminary and definitive proxy statements/prospectuses relating to the proposed Merger to be filed by Abri with the SEC, particularly those under the “Risk Factors” sections therein, and in Abri’s other filings with the SEC. Abri cautions that the foregoing list of factors is not exclusive. If any of these risks materialize or Abri’s or DLQ’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 DLQ presently know, or that Abri and DLQ 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 and DLQ’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the attachments hereto 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. Investors and security holders of Abri should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Abri and DLQ described above. Abri and DLQ anticipate that subsequent events and developments will cause their assessments to change. However, while Abri and DLQ may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Abri or DLQ’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
2.1†		Merger Agreement dated September 9, 2022, by and among Abri, Merger Sub, DLQ and DLQ Parent.
2.2†		First Amendment to the Merger Agreement, dated May 1, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent.
2.3†		Second Amendment to the Merger Agreement, dated June 8, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent.
2.4†		Third Amendment to the Merger Agreement, dated July 20, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent.
2.5		Fourth Amendment to the Merger Agreement, dated August 28, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

 

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: August 31, 2023	ABRI SPAC I, INC.
	By:	/s/ Jeffrey Tirman
	Name:	Jeffrey Tirman
	Title:	Chief Executive Officer

 

 

4

Exhibit 2.5

 

FOURTH AMENDMENT TO THE

MERGER AGREEMENT

 

Dated as of August 28, 2023

 

This Fourth Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The DLQ Parent, the Company, Parent, and Merger Sub, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

 

WHEREAS the Parties are all of the Parties to that certain Merger Agreement dated as of September 9, 2022 (as amended, modified or supplemented from time to time, the “Merger Agreement”); and

 

WHEREAS, the Parties now desire to amend the Merger Agreement to increase the number of shares being distributed to public stockholders of DLQ Parent;

 

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

 

1.	Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

 

2.	Amendments. Pursuant to the provisions of Section 12.2 of the Merger Agreement, the Merger Agreement is hereby amended as follows:

 

(a)

Recital is hereby deleted in its entirety and replaced with the following:

 

“L. Contemporaneously with the Closing of the transactions contemplated by this Agreement, (i) DLQ Parent will issue a dividend to the DLQ Parent Stockholders on the Record Date on a pro rata basis of an amount equal to approximately Thirty Three Percent (33%) of the aggregate Merger Consideration Shares (the “Dividend Shares”) it receives from Parent (the “Distribution”),(ii) DLQ will distribute fourteen Percent of the aggregate Merger Consideration Shares to certain investors and (iii) the remaining Merger Consideration Shares held by DLQ Parent shall be subject to a lock-up in accordance with the terms and conditions more fully set forth in the Lock-Up Agreement;”

 

(b)

Section 7.5 is hereby deleted in its entirety and replaced with the following:

 

7.5 Lock-Up Agreements. Prior to the Closing, (i) DLQ Parent shall enter into a Lock-Up Agreement with Parent, effective as of the Closing, pursuant to which Fifty Three Percent (53%) of the Merger Consideration Shares shall be subject to lock-up, and (ii) the Company shall cause certain management of the Company to enter into a Lock-Up Agreement with Parent, effective as of the Closing, pursuant to which any Dividend Shares owned by such management shall be subject to a lock-up, both in accordance with the terms and conditions more fully set forth in the Lock-Up Agreements.

 

 

3.

Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Merger Agreement for all purposes, and each Party shall be bound hereby and this Amendment and the Merger Agreement shall be read and interpreted as one combined instrument. From and after the Amendment Date, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein, each and every term, condition, warranty and provision of the Merger Agreement shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the Parties.

 

4.	Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.

 

5.

Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.

 

ABRI SPAC I, INC.
By:	/s/ Jeffrey Tirman
Name:	Jeffrey Tirman
Title:	Chief Executive Officer
ABRI MERGER SUB, INC.
By:	/s/ Jeffrey Tirman
Name:	Jeffrey Tirman
Title:	Chief Executive Officer
DLQ, INC.
By:	/s/ Brent Suen
Name:	Brent Suen
Title:	Chief Executive Officer
LOGIQ, INC.
By:	/s/ Brent Suen
Name:	Brent Suen
Title:	Chief Executive Officer

 

[Signature Page to Fourth Amendment to Merger Agreement]

 

 

 

v3.23.2

Cover	Aug. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	001-40723
Entity Registrant Name	ABRI SPAC I, INC.
Entity Central Index Key	0001854583
Entity Tax Identification Number	86-2861807
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9663 Santa Monica Blvd.
Entity Address, Address Line Two	No. 1091
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90210
City Area Code	424
Local Phone Number	732-1021
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Redeemable Warrant
Trading Symbol	ASPAU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ASPA
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	ASPAW
Security Exchange Name	NASDAQ

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