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
October 24, 2023 (October 23, 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
(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 5.07. Submission of Matters to a Vote of Security Holders.
On October 23, 2023, Abri
SPAC I, Inc. (the “Company” or “Abri”) held a special meeting of stockholders (the “Special Meeting”).
On September 1, 2023, the record date for the Special Meeting, there were 2,410,226 shares of common stock entitled to be voted at the
Special Meeting, 2,326,539 or 96.5% 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. |
Business Combination Proposal |
Stockholders approved the
proposal to approve the transactions contemplated under the Merger Agreement dated as of September 9, 2022 (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 “Business Combination”
or “Merger”). This proposal is referred to as the “Business Combination Proposal.” Adoption of the
proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock. The voting
results were as follows:
| FOR | | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| | 2,326,538 | | |
0 | |
1 | |
0 |
The proposal was approved.
| 2. |
Charter Amendment Proposal |
Stockholders approved the
proposal to approve the Second Amended and Restated Certificate of Incorporation of Abri (the “Amended Charter”) to,
among other things, change Abri’s name to “Collective Audience, Inc.,” increase the total number of authorized shares
of Common Stock from 100,000,000 to 200,000,000 and the number of authorized shares of preferred stock from 1,000,000 to 100,000,000,
remove classes of the Combined Company’s directors and remove blank check company provisions, to be effective upon the consummation
of the Business Combination (the “Closing”). This proposal is referred to as the “Charter Amendment Proposal.”
Adoption of the Charter Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding
shares of common stock. The voting results were as follows:
| FOR | | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| | 2,326,538 | | |
0 | |
1 | |
0 |
The proposal was approved.
| 3. |
Bylaws Amendment Proposal |
Stockholders approved the
proposal to approve the Amended and Restated Bylaws of Abri (the “Amended Bylaws”) to, among other things, set the
procedures to nominate directors, reduce the quorum requirement for directors to transact business, allow Abri shares of stock to be uncertificated
at the discretion of the board, increase the voting requirement to repeal or amend the “Indemnification” section and remove
the ability of the stockholders to call a special meeting, to be effective upon Closing. This proposal is referred to as the “Bylaws
Amendment Proposal.” Adoption of the proposal required approval by the affirmative vote of at least 65% of the Company’s
outstanding shares of common stock. The voting results were as follows:
| FOR | | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| | 2,326,538 | | |
0 | |
1 | |
0 |
The proposal was approved.
| 4. |
Governance Advisory Proposals |
Stockholders approved the
proposal to approve and adopt, on a non-binding advisory basis, certain differences,
in the governance provisions set forth in the Amended Charter, as compared to our Current Charter, which are being presented in accordance
with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as seven separate sub-proposals.
These sub-proposals are referred to as the “Governance Advisory Proposals” or “Proposal Nos. 4A-4G.”
Proposal Nos. 4A-4G are as follows:
| ● | Governance Advisory Proposal A — To change
the name of the Company after the Merger to Collective Audience, Inc. |
| ● | Governance Advisory Proposal B — To change
the number of authorized shares of capital stock of the Company from 100,000,000 to 200,000,000. |
| ● | Governance Advisory Proposal C — To change
the number of authorized shares of preferred stock from 1,000,000 to 100,000,000. |
| ● | Governance Advisory Proposal D — To remove
blank check company/special purpose acquisition company provisions. |
| ● | Governance Advisory Proposal E — To remove
the classification of board of directors’ provisions to only one class. |
| ● | Governance Advisory Proposal F — To add
antitakeover provisions. |
| ● | Governance Advisory Proposal G — To change
the amendment of charter provision, which will require the approval of holders of at least a majority of the voting power of the outstanding
shares of capital stock. |
Adoption of these proposals
required approval by the affirmative vote of the majority of the Company’s outstanding shares of common stock. The voting results
were as follows:
| | |
FOR | | |
AGAINST | |
ABSTAIN | |
BROKER NON-
VOTES |
| Governance Advisory Proposal A | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Governance Advisory Proposal B | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Governance Advisory Proposal C | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Governance Advisory Proposal D | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Governance Advisory Proposal E | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Governance Advisory Proposal F | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Governance Advisory Proposal G | |
| 2,326,538 | | |
0 | |
1 | |
0 |
The proposals were approved.
| 5. |
Director Election Proposal |
Stockholders approved the
proposal to elect, effective as of Closing, Brent Suen, Christopher Hardt, Nadine Watt, Elisabeth DeMarse and Denis Duncan to serve on
the Board until their respective successors are duly elected and qualified. This Proposal is referred to as the “Director Election
Proposal”. Adoption of the amendment required approval by the affirmative vote of at least 65% of the Company’s outstanding
shares of common stock. The voting results were as follows:
| | |
FOR | | |
AGAINST | |
ABSTAIN | |
BROKER NON-
VOTES |
| Brent Suen | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Christopher Hardt | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Nadine Watt | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Elisabeth DeMarse | |
| 2,326,538 | | |
0 | |
1 | |
0 |
| Denis Duncan | |
| 2,326,538 | | |
0 | |
1 | |
0 |
The proposal was approved.
Stockholders approved the
proposal approve: (i) for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than twenty
percent (20%) of the issued and outstanding shares of Common Stock and the resulting change in control in connection with the Merger.
This Proposal is referred to as the “Nasdaq Proposal”. Adoption of the Nasdaq Proposal required approval by the affirmative
vote of at least 65% of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| | 2,326,538 | | |
0 | |
1 | |
0 |
Item 7.01 Regulation
FD Disclosure.
On
October 24, 2023, the Company issued a press release announcing the results of the meeting. A copy of the press release is furnished hereto
as Exhibit 99.1 and incorporated by reference herein.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing.
Item 8.01. Other Events.
In
connection with the stockholders’ vote at the Special Meeting of Stockholders held by Abri SPAC I, Inc. on October 23, 2023, 639,963
shares were tendered for redemption. As a result, approximately $6,834,804 million (approximately $10.68 per share), after deducting allowable
taxes, will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 41,555
public shares of common stock outstanding.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
The
following exhibits are being filed herewith:
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: October 24, 2023 |
ABRI SPAC I, INC. |
| |
|
| |
By: |
/s/ Jeffrey Tirman |
| |
Name: |
Jeffrey Tirman |
| |
Title: |
Chief Executive Officer |
5
Exhibit 99.1
ABRI SPAC I, INC. STOCKHOLDERS APPROVE PROPOSED
MERGER TRANSACTION WITH DLQ, INC.
New York, NY–October
24, 2023 – Abri SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU, “Abri”),
a special purpose acquisition company (“SPAC”), today announced that at a special meeting held on October
23, 2023 (the “Special Meeting”), Abri’s stockholders voted to approve its proposed business combination (the
“merger”) with DLQ, Inc., a provider of e-commerce and digital customer acquisition solutions by simplifying digital advertising.
The combined company will operate under the name “Collective Audience, Inc.”
At the Special Meeting, 2,326,538
or 96.5% of the shares of common stock were represented in person or by proxy and voted in favor of the Merger.
In connection with the Special
Meeting, 639,963 shares were tendered for redemption. As a result, approximately $6,834,804 million (approximately $10.68 per share),
after deducting allowable taxes, will be removed from the Company’s trust account to pay such holders. Following redemptions, the
Company will have 41,555 public shares of common stock outstanding.
After the closing, the
combined company will be led by Mr. Brent Suen. “Although the process was lengthy, the ability to list upon a senior stock exchange
with streamlined capital structure and to enhance our financial profile is worth the extended timeline. We sincerely appreciate the Abri
team, our counsel Procopio, and the guidance from Chardan Capital Markets, getting us here,” said Mr. Brent Suen, CEO of DLQ, Inc.
Jeffrey Tirman, CEO and
Chairman of Abri stated “We are very pleased to finalize our merger with Collective Audience Inc. We believe that their focus on
cutting edge customer acquisition and digital outreach is the future for high-value ad targeted marketing.” Abri Ventures I, Inc.,
the SPAC sponsor, will have board representation, along with significant shareholdings in the merged entity.
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.
About DLQ
DLQ, 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.
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.
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 DLQ, 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 DLQ 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 DLQ. 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 DLQ is not obtained; failure to realize the anticipated benefits of Merger; risk relating to the uncertainty of the projected
financial information with respect to DLQ; the amount of redemption requests made by Abri’s stockholders; the overall level of consumer
demand for DLQ’s products/services; 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 DLQ’s customers;
DLQ’s ability to implement its business strategy; changes in governmental regulation, DLQ’s exposure to litigation claims
and other loss contingencies; disruptions and other impacts to DLQ’s business, as a result of the COVID-19 pandemic and government
actions and restrictive measures implemented in response; stability of DLQ’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 DLQ and its suppliers and customers; DLQ’s ability to protect patents, trademarks and other intellectual property rights;
any breaches of, or interruptions in, DLQ’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 DLQ’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 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’s and DLQ’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 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, Abri and DLQ 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 DLQ’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.
Redemption Contact:
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
Media Contacts
DLQ & Logiq
Brent Suen | ir@logiq.com | +1.808.829.1057
Abri
Jeffrey Tirman | info@abriadv.com | +1.424.732.1021
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