Form 8-K - Current report

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

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 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.

6.	Nasdaq Proposal

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:

Exhibit		Description

99.1		Press Release dated October 24, 2023.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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

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

Cover	Oct. 23, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 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