United States securities and exchange commission logo
November 30, 2022
Jeffrey Tirman
Chief Executive Officer
Abri SPAC I, Inc.
9663 Santa Monica Blvd., No. 1091
Beverly Hills, CA 90210
Re: Abri SPAC I, Inc.
Registration
Statement on Form S-4
Filed November 3,
2022
File No. 333-268133
Dear Jeffrey Tirman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed November 3, 2022
Cover Page
1. We note your disclosure
on page 17 that if Abri public stockholders redeem more than
31.25% of their
publicly owned shares of Abri Common Stock, DLQ Parent will
beneficially own a
majority of Abri Common Stock. Please revise your prospectus cover
to include comparable
disclosure that identifies the party that will exercise control over
the post-combination
company. In addition, identify any DLQ Parent Stockholders that
will exercise control
over the post-combination company as a result of their indirect
holdings through DLQ
Parent and their direct holdings as a result of the Distribution.
2. Disclose the national
securities exchange where the securities of the post-combination
company will be listed.
Refer to Item 501(b)(4) of Regulation S-K.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 2 30, 2022 Page 2
FirstName LastName
Questions and Answers About the Proposals
Q: What equity stake will current stockholders of Abri, DLQ and DLQ Parent
Stockholders
hold..., page 8
3. Please revise to include a cross reference to the full analysis of the
different ownership
scenarios on pages 30-31 in the section Ownership of the Combined
Company After the
Closing. Make conforming changes on page 84 as well.
Q: What interests does the Sponsor and its affiliates have in the Business
Combination?, page 10
4. Please revise to address and quantify the potential payments to the
Sponsor under
the Warrant Revenue Sharing Side Letter, the Sponsor Earnout Shares,
the potential
financing source agreement, and payments made to date by the Sponsor
to extend Abri's
deadline to complete a business combination. In this regard, it
appears Abri previously
extended the deadline to complete a business combination from August
12, 2022 to
February 12, 2023, and Abri is seeking to further extend the deadline
to August 12, 2023.
Quantify the aggregate dollar amount of what the Sponsor and its
affiliates have at risk
that depends on completion of a business combination. Ensure your
disclosure on pages
33 and 84 is consistent with the disclosure here.
Q: What are the reasons for the Board's recommendation regarding the Business
Combination
with DLQ?, page 12
5. We note your disclosure here that the Board is obtaining a fairness
opinion for this
transaction, yet your disclosure on pages 77-83 indicates the Board
did not obtain a
fairness opinion and does not reference a forthcoming opinion. Please
tell us whether the
Board is currently in the process of obtaining a fairness opinion, and
if so, confirm that
you will include the relevant disclosure in your filing upon delivery
of the opinion.
Merger Agreement, page 22
6. Please revise your diagram of the Post Merger - Combined Company on
page 22 to
include the Sister Companies and other subsidiaries of DLQ Parent.
Please also revise to
reflect the fact the the DLQ Parent Stockholders will hold shares of
the post-combination
company both directly and indirectly through DLQ Parent. Include a
similar diagram in
the "Information About DLQ" section beginning on page 112 to give
investors context for
the relationship between DataLogiq, Logiq, and the Sister Companies
post-merger.
Maximum Redemption Calculation, page 23
7. Please include comparable disclosure for the interim redemption
scenario.
Parent Stockholder Support Agreement, page 27
8. We note your disclosure that Abri and a certain stockholder of Abri
entered into the Parent
Stockholder Support Agreement, pursuant to which they agreed to vote
all shares of Abri
Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 3
Common Stock beneficially owned by them, including any additional
shares of Abri they
acquire ownership of, in favor of the Parent Proposals. With respect
to the additional
shares of Abri they may acquire, confirm your intent to comply, and
revise your
disclosure accordingly, with the conditions set forth in the
Compliance and Disclosure
Interpretation located at Question 166.01 of the Tender Offers and
Schedules
interpretations, located on the SEC's website.
Selected Historical Financial Data of Abri, page 37
9. The amount of working capital as of December 31, 2021 of $(210,999) as
disclosed on
page 37 does not agree to the amount indicated by Abri's consolidated
balance sheet on
page F-3. Please reconcile and revise these disclosures.
Risk Factors, page 40
10. We note your cross reference to a risk factor addressing the risks of
being a "controlled
company" on page 17, yet it does not appear such risk factor has been
included. Please
revise to provide such risk factor disclosure.
11. Please include a risk factor discussing the anti-takeover provisions
that are included in the
proposed charter and bylaws, such as the limitations on who may call a
special meeting of
stockholders, the advance notice requirements for bringing stockholder
actions, and the
inability of stockholders to act by written consent. We also note that
your disclosure
suggests, and the proposed charter provides, that stockholders may not
act by written
consent, but Section 2.9 of the proposed bylaws appears to permit
stockholders to act by
written consent. Please revise for consistency.
12. Please include a risk factor addressing the provision in the proposed
charter waiving the
corporate opportunities doctrine.
13. Please include a risk factor addressing the ramifications of failing
to obtain an additional
$25 million under the potential financing source agreement referenced
on page 25 and in
Section 7.10 of the Merger Agreement, including the risk that this
will leave the post-
merger entity under-capitalized. In this regard, we note that it
appears there is no
minimum cash condition, and we note your disclosure on page F-70 that
"the future
viability of the company beyond June 30, 2022 is largely dependent on
funding from
Logiq, Inc. or additional sources of financing."
DLQ may be subject to fines or other penalties imposed by the Internal Revenue
Service..., page
40
FirstName LastNameJeffrey Tirman
14. To the extent practicable, quantify the anticipated amounts owed,
including penalties, to
Comapany NameAbri
the IRS. In thisSPAC
regard,I, we
Inc.note the DLQ financial projections on
page 82 appear to
suggest
November you expect
30, 2022 Page 3a $2.6M income tax expense in 2023.
FirstName LastName
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 4 30, 2022 Page 4
FirstName LastName
Merger Agreement
Conditions to Closing, page 73
15. We note your disclosure that, prior to closing, DLQ Parent shall have
transferred all of the
Intellectual Property assets of Rebel AI, Inc. and all of the
Intellectual Property assets of
Fixel AI, Inc. to DLQ, and that all the Related Company Outbound IP
Agreements and all
Related Company Customer Agreements (as such terms are defined in the
Merger
Agreement) have been cancelled or terminated or have expired on their
own terms. When
available, please describe the material terms of these agreements in
the filing and file them
as exhibits to the registration statement.
Warrant Revenue Sharing Side Letter, page 76
16. Your disclosure indicates that Abri, DLQ and Sponser will enter into a
letter agreement
pursuant to which Abri and DLQ will divide the proceeds arising from
the exercise of the
warrants issued as part of the Abri Units sold in its initial public
offering whereby twenty
percent (20%) of the Warrant Exercise Price received in cash by Abri
shall be delivered to
the Sponsor in cash or immediately available funds not later than
three (3) days following
Abri s receipt of the cash exercise price of any Warrant. Please
tell us how you plan to
account for this arrangement when the warrants are exercised. Also,
please indicate
whether any effect has been given to this arrangement in the pro forma
financial
information included on pages 134 through 143 of your registration
statement.
Background of the Business Combination
Prior Merger Discussions with Apifiny Inc., page 78
17. Please disclose why the parties terminated the Merger Agreement
between Abri and
Apifiny.
Background of the Proposed Business Combination with DLQ, page 78
18. We note your disclosure that in October 2021, members of Abri
management had an
introductory meeting in New York with Brent Suen, the Chief Executive
Officer of DLQ.
Please disclose which party made the initial contact.
19. Please provide a detailed description of the negotiations regarding
the letter of intent that
was executed on July 30, 2022, including the material terms of the
initial draft, the
material terms included in the final executed version, and how the
material terms evolved
over the course of the negotiations. Please include enough information
so that investors
can fully understand how the final terms were negotiated and
ultimately determined.
20. Please revise to discuss in greater detail how the valuation of DLQ
was determined and
the specific negotiations that resulted in the $144 million amount.
For example, it is not
clear which party proposed the initial valuation, what the initial
proposal was, and if and
how the amount evolved throughout the negotiations. If no other
valuation amount was
considered by the Board, specifically state as much. In addition,
disclose whether and
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 5 30, 2022 Page 5
FirstName LastName
how the Board considered the valuation of DLQ Parent as quoted on
OTCQX in their
analysis and evaluation.
21. We note your disclosure on page 25 and Section 7.10 of the Merger
Agreement that DLQ,
Abri, and the Sponsor shall each use commercially reasonable efforts
to enter into a
mutually acceptable agreement that provides that Sponsor shall be the
exclusive financing
source of DLQ and Abri after the Business Combination in an amount
which shall not
exceed $25 million. Please clarify whether the agreed valuation of
$114 million reflects
this expected $25 million additional financing. Disclose any
discussions about the need to
obtain additional financing for the combined company, such as this
provision in the
Merger Agreement, and any negotiations or marketing processes
undertaken to date.
22. We note your disclosure on pages 78-79 that reflect various exchanges
of initial comments
and revised drafts and discussions among the parties of both the
Merger Agreement and
the ancillary agreements. Please amend your disclosure to describe the
material content of
these discussions, including the positions of the parties and the
terms that were negotiated
by the parties throughout this period, including, but not limited to,
the type of
consideration to be paid, the earnout shares, the warrant revenue
sharing arrangement, the
financial projections and any discussions relating to the assumptions
underlying such
projections, the control and governance of the post-combination
company, director
designation rights and organizational documents, and the lock up
agreements. If
applicable, describe how any material terms differed from the letter
of intent.
23. Please disclose when Abri's Board approved the Merger Agreement and
who participated
in the meeting.
24. Abri's charter waived the corporate opportunities doctrine. Please
address this potential
conflict of interest and whether it impacted your search for an
acquisition target.
25. We note that Chardan performed additional services after the IPO and
part of the IPO
underwriting fee was deferred and conditioned on completion of a
business combination.
Please quantify the aggregate fees payable to Chardan that are
contingent on completion
of the business combination.
The Board's Discussion of Valuation and Reasons for the Approval of the
Business
Combination, page 79
26. We note your disclosure that "We believe that DLQ, which is in need of
growth capital,
will be able to grow faster and smarter with proper access to capital
which being public
affords." Please explain why this was a factor that supported the
Board's decision to
recommend the transaction when DLQ currently has access to capital in
the public
markets via DLQ Parent.
Certain DLQ Projected Financial Information, page 80
27. We note your disclosure on page 81 that "the inclusion of the
unaudited projected
financial information in this joint proxy statement/prospectus should
not be...deemed an
Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 6
admission or representation by DLQ, Abri or any of their respective
affiliates that it is or
they view it as material information of DLQ, and in fact, none of the
foregoing view the
unaudited projected financial information as material because of the
inherent risks and
uncertainties associated with such long-term projections." Please
remove this disclaimer
from your filing. We also note your disclosure on page 82 that
"stockholders are
cautioned not to place undue, if any, reliance on these projections."
Please remove the "if
any" language.
28. Please provide more detail and quantify, where applicable, the
underlying assumptions
discussed on page 82. For example, elaborate on the geographic markets
in which DLQ
plans to expand, and quantify the growth of DLQ s current businesses
and sales and
marketing efforts you reference.
DLQ Valuation, page 83
29. Please further revise this disclosure to explain how the companies
selected are reasonably
comparable and provide more detail regarding the criteria you
considered in their
selection. Please disclose the type of business of each of the
guideline companies.
30. We note you cite "Benchmark" as a source for the table of comparable
company data.
Please explain the role of Benchmark in this transaction, tell us
whether Benchmark was
engaged as an advisor to either DLQ or Abri, and whether Benchmark
provided to the
Board any reports contemplated by Item 4(b) of Form S-4.
Material U.S. Federal Income Tax Consequences
Material U.S. Federal Income Tax Consequences of the Business Combination to
Holders of
DLQ Parent Common Stock, page 103
31. We note your disclosure that DLQ and Abri intend that, for U.S.
federal income tax
purposes, the Business Combination will qualify as a reorganization
within the meaning
of Section 368(a) of the Code. Please revise to provide a tax opinion
related to the
material tax consequences of the Business Combination to both Abri and
DLQ Parent
Stockholders. Refer to Section III.A.2 of Staff Legal Bulletin No. 19.
Please also revise
the section throughout to remove any inappropriate disclaimers or
limitations on reliance.
Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Abri
Results of Operations, page 109
FirstName LastNameJeffrey Tirman
32. Please revise to include a discussion of the results of operations for
the period from March
Comapany NameAbri
18, 2021 SPACtoI,December
(inception) Inc. 31, 2021 for Abri SPAC I. Refer to
Instruction 1 to
Item30,
November 303(b)
2022ofPage
Regulation
6 S-K.
FirstName LastName
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 7 30, 2022 Page 7
FirstName LastName
Information About DLQ, page 112
33. In an appropriate place in this section, please revise to describe
DLQ's relationship with
the Sister Companies post-business combination, and in particular,
post transfer of
intellectual property, as described in the Merger Agreement.
34. Please describe the material terms of DLQ's standard contracts for
each of its service
offerings. For example, you disclose that you enter into contracts
that provide for your
lead generation services, you license certain software technology, you
provide
subscription services, and you provide branding and digital marketing
agency services.
Market Opportunity, page 114
35. Please revise to describe the geographic areas covered by the market
figures you cite.
Revenue Model, page 116
36. Please include a breakdown of the revenue generated by each business
unit or type of
service offering.
Major Customers, page 121
37. We note your disclosure that DLQ s top five buyers have provided
over 68% of lead
generation revenues through the first nine months of 2022. We also
note your disclosure
on page F-57 that approximately 21% and 31% of gross revenues were
generated from
three customers during the years ended December 2021 and 2020,
respectively. Please
identify these major customers in your filing and identify any overlap
between these two
categories, describe the material terms of any arrangements with these
customers, and to
the extent you have entered into agreements with these customers, file
such agreements as
exhibits to your registration statement. Alternatively, tell us why
you are not required to
do so. Refer to Item 601(b)(10) of Regulation S-K. Lastly, include
related risk factor
disclosure about your concentration of customers.
Intellectual Property, page 122
38. Please disclose the duration of your patent.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
DLQ
Consolidated Results of Operations, page 126
39. Please revise to include a discussion of financial condition, results
of operations and cash
flows for the years ended December 31, 2021 and 2020 for DLQ, Inc.
Refer to Instruction
1 to Item 303(b) of Regulation S-K.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 8 30, 2022 Page 8
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Selected Unaudited Pro Forma Condensed Combined Financial Information
Summary Unaudited Pro Forma Condensed Combined Statement of Operations, page
131
40. Please revise to also disclose your pro forma combined net income
(loss) for the six
months ended June 30, 2022 and the year ended December 31, 2021 under
both the no
redemption and maximum redemption scenarios.
Comparative Historical and Unaudited Pro Forma Combined Per Share Financial
Information,
page 132
41. Based upon your disclosure in footnote (2), we are unclear as to how
DataLogiq, Inc.'s
equivalent per share pro forma net loss, basic and diluted amounts,
assuming maximum
redemption for the six months ended June 30, 2022 and December 31,
2021 were
calculated or determined. Please explain in further detail how these
amounts were
determined.
Accounting Treatment for Earnout, page 134
42. Your disclosure on page 134 indicates that the accounting treatment of
the earnout
arrangements is being evaluated to assess if the arrangements qualify
as equity classified
instruments or liability classified instruments, including evaluating
if the earnout
triggering events include events or adjustments that are not
considered indexed to the fair
value of the New DLQ common stock. Your disclosure also indicates that
if the earnout
arrangements are required to be accounted for as liabilities, they
will be recognized at fair
value upon the closing of the business combination and remeasured to
fair value at each
balance sheet date in future reporting periods with changes in fair
value recorded in the
New DLQ consolidated statement of operations. You further indicate
that you expect to
finalize your assessment of the accounting treatment prior to the
closing of the business
combination and will record any such impact in your financial
statements accordingly.
Given that your planned accounting treatment for these earnout
provisions is incomplete,
please revise to provide a description of the information that is
required to complete your
assessment including, if material, the uncertainties affecting the pro
forma financial
information and the possible consequences of their resolution; an
indication of when the
accounting is expected to be finalized; and other available
information that will enable a
reader to understand the magnitude of any potential adjustments to the
measurements
depicted. Refer to the guidance in Rule 11-02(a)(11)(ii)(B) of
Regulation S-X.
43. Your disclosure on page 135 indicates that the merger is expected to
be accounted for as a
reverse recapitalization in accordance with GAAP because DLQ has been
determined to
be the accounting acquirer under ASC 805. Please expand your
disclosure to explain what
factors outlined in ASC 805-10-55-12 were considered in making your
determination that
DLQ is the accounting acquirer.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 9 30, 2022 Page 9
FirstName LastName
Unaudited Pro Forma Combined Condensed Financial Information
Basis of Presentation, page 134
44. Your disclosure in the first paragraph on page 134 indicates that the
historical financial
information has been adjusted on a pro forma basis to reflect
factually supportable items
that are directly attributable to the merger and with respect to the
combined condensed
statement of operations only, expected to have a continuing impact on
the consolidated
results of operations. Please note that Article 11 of Regulation S-X
has been revised to
eliminate the requirement that pro forma adjustments to the statement
of operations have a
continuing impact on consolidated results of operations and
adjustments for non-recurring
items are now required in the pro forma consolidated statement of
operations if they
represent transaction adjustments related to the merger. Accordingly,
please revise your
pro forma statement of operations for the year ended December 31, 2021
to include an
adjustment for the merger related costs included in adjustment (B) to
your pro forma
balance sheet. Furthermore, Rule 11-02(a)11 requires that the
accompanying explanatory
notes must disclose revenues, expenses, gains and losses and related
tax effects which will
not recur in the income of the registrant beyond 12 months after the
transaction. Please
disclose in your footnotes that these expenses will be non-recurring
in nature.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 138
45. Refer to footnote (H). Please disclose how you determined the amount
for redemption of
the Abri shares subject to redemption under the full redemption
scenario.
46. Please revise the pro forma balance sheet to include a pro forma
adjustment giving effect
to the transaction described in footnote (I). Also, please explain in
footnote (I) how the
amount of this adjustment was determined including the number of
warrants exercised and
the related exercise price.
47. Refer to footnote (G). Please explain in this footnote why the Abri
pre-merger private
warrant liability and the convertible debt are being converted into
equity in connection
with the merger transaction.
Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended
December 31, 2021, page 140
48. The weighted common shares outstanding, basic, for DLQ of 7,461,998 as
disclosed on
page 140 does not agree to the number disclosed on DLQ's statement of
operations for this
period on page F-51. Please reconcile and revise these disclosures.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation and Accounting Policies, page 141
49. Your disclosure in the first paragraph on page 141 indicates that the
merger is expected to
be accounted for as a reverse recapitalization in accordance with GAAP
because DLQ has
been determined to be the accounting acquirer under ASC 805 under the
no-redemption
Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 10
scenario. Please revise your disclosure to clarify if DLQ has also
been determined to be
the accounting acquirer under the maximum redemption scenario.
3. Income (loss) per Share, page 142
50. Your disclosure indicates that the Abri SPAC I public and private
warrants have been
excluded from the pro forma diluted net loss per share calculations
because they are anti-
dilutive. Please revise to disclose the number of warrants, options
and other potentially
dilutive securities that could potentially dilute basic EPS in the
future but that were
excluded from the computation of diluted EPS because their impact was
anti-dilutive.
Refer to the guidance in ASC 260-10-50-1(c).
Directors and Executive Officers of the Combined Company
Officer and Director Compensation Following the Business Combination, page 160
51. We note that Section 8.7 of the Merger Agreement provides that
immediately after the
Closing, Abri shall adopt a new equity incentive plan that will have
such number of shares
available for issuance in total equal to ten percent (10%) of Abri
common stock to be
issued and outstanding immediately after the Closing. Please discuss
this in your filing.
Description of Abri's Securities, page 163
52. Please revise to include comparable disclosure for the securities of
the post-combination
company. Refer to Item 4(a)(3) of Form S-4.
Certain Relationships and Related Party Transactions
Consulting Agreements, page 175
53. Please disclose the approximate dollar value of the amount involved in
the transaction.
Refer to Item 404(a)(3) of Regulation S-K.
DLQ Related Person Transactions, page 177
54. Provide the disclosure required by Item 404(a) of Regulation S-K.
DLQ Inc. Carve Out Consolidated Financial Statements for the Years Ended
December 31, 2021
and 2020
Carve-out Consolidated Statements of Stockholder's Equity
For the Years Ended December 31, 2021 and 2020, page F-52
55. Please revise to include an analysis of the changes in each caption of
stockholders'
equity presented in the balance sheets including both additional paid-in
capital and
FirstName LastNameJeffrey Tirman
accumulated deficit. The statement should also be revised to show
changes in the
Comapany NameAbri
Company's SPAC
number of I,outstanding
Inc. shares for each period presented.
Refer to the guidance
in Rule
November 3-04 of
30, 2022 Regulation
Page 10 S-X.
FirstName LastName
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 30,
November NameAbri
2022 SPAC I, Inc.
November
Page 11 30, 2022 Page 11
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Notes to Carve-Out Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation, page F-54
56. Please explain and disclose the basis of presentation for the
carve-out financial statements
of DLQ Inc. from the Logic, Inc. audited financial statements for the
years ended
December 31, 2021 and 2020. In your disclosure, explain the methods
used for the
allocation of any corporate costs of Logic Inc. in the separate
financial statements of DLQ
Inc., including corporate overhead and general and administrative
expenses and provide
an assertion by management that the methods used for any allocated
costs are reasonable.
In addition, since agreements with related parties are by definition
not at arms-length and
may be changed at any time, please disclose if practicable, management
s estimate of
what the expenses would have been on a stand-alone basis, that is, the
cost that would
have been incurred if the subsidiary had operated as an unaffiliated
entity. The disclosure
should be presented for each year for which an income statement is
provided. Refer to the
guidance in SAB Topic 1.B.1.
Note 3. Acquisition, page F-58
57. Please revise your disclosure to clarify that the acquisition of Push
Holdings, Inc. was
consummated by Logic, Inc. We note that Logic, Inc. is disclosed as
the acquirer of this
entity in its Form 10-K for the year ended December 31, 2020.
Note 5 - Revenue Recognition, page F-59
58. Please revise to provide the disaggregated disclosures with respect to
your revenues as
required by ASC 606-10-50-5 and the disclosures required by ASC
606-10-50-8 with
respect to your contract balances. Alternatively, please explain why
you do not believe
additional disclosures are required.
Note 8. Income Tax, page F-60
59. Please provide disclosure indicating that DLQ, Inc. is part of a
consolidated tax group
with Logic, Inc. or explain why this is not applicable. Refer to ASC
740-10-50-17. Also,
please clarify whether the tax provision reflected in the carve-out
financial statements of
DLQ Inc. has been prepared on a separate return basis. Refer to the
guidance in SAB
Topic 1:B:1, Question 3.
Note 10. Stockholders' Equity, page F-61
60. Please explain how the outstanding RSUs will be accounted for in
connection with the
pending merger transaction.
Note 11. Earnings Per Share, page F-62
61. Your disclosure in Note 12 indicates that weighted average shares
outstanding, basic and
Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 12
diluted, represents management's estimate of outstanding shares at the
time of the merger
between the Company and ABRI SPAC I, Inc. Please explain to us your basis
in
GAAP for using management's estimate of the weighted-average share
outstanding of its
parent, Logic, Inc. for the purposes of calculating earnings (loss) per
share. Also, please
explain why DLQ Inc.'s earnings per share computations are not based on
the outstanding
common shares of DLQ Inc.
General
62. We note Section 6.6(c) of the Merger Agreement requires that DLQ Parent
Stockholders
approve the Business Combination. Please tell us how DLQ Parent intends
to obtain such
stockholder approval. In this regard, we note this filing is as a joint
proxy
statement/prospectus for only Abri stockholders.
63. We note that Chardan was an underwriter for the initial public offering
of Abri and has
advised on the business combination transaction with DLQ. Please tell us,
with a view to
disclosure, whether you have received notice from Chardan or any other
financial advisor
about it ceasing involvement in your transaction and how that may impact
your deal or the
deferred underwriting compensation owed to Chardan for Abri's initial
public offering.
64. Please tell us whether any of the post-combination company directors or
officers are
located in Hong Kong or China. In this regard, we note your disclosure on
page 150 that
Mr. Suen moved to Hong Kong and China in 2003.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Robert Shapiro at 202-551-3273 or Linda Cvrkel at
202-551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.
Sincerely,
FirstName LastNameJeffrey Tirman
Division of
Corporation Finance
Comapany NameAbri SPAC I, Inc.
Office of Trade &
Services
November 30, 2022 Page 12
cc: Alex Weniger-Araujo, Esq.
FirstName LastName