United States securities and exchange commission logo
February 28, 2023
Jeffrey Tirman
Chief Executive Officer
Abri SPAC I, Inc.
9663 Santa Monica Blvd., No. 1091
Beverly Hills, CA 90210
Re: Abri SPAC I, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed February 7,
2023
File No. 333-268133
Dear Jeffrey Tirman:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 30, 2022 letter.
Amendment No. 1 to Registration Statement of Form S-4
Cover Page
1. We reissue comment 1 in
part. Where you discuss the controlled company exemption on
your prospectus cover,
please revise to state that DLQ Parent will exercise control over
the company by owning
approximately 59% of the Combined Company at closing, and
clarify whether such
figure assumes no Earnout Shares are issued. In addition, we note
your disclosure on page
182 that "for at least some period following the Merger, the
Combined Company may
utilize these exemptions since the Combined Company has not
yet made a
determination with respect to the independence of all directors." Revise to
include comparable
disclosure on your prospectus cover and pages 19 and 60.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany28,
February NameAbri
2023 SPAC I, Inc.
February
Page 2 28, 2023 Page 2
FirstName LastName
2. We reissue comment 2. Explicitly state the national securities
exchange where the
securities of the post-combination company will be listed, including
the corresponding
trading symbol for the securities, on your prospectus cover. Refer to
Item 501(b)(4) of
Regulation S-K.
Q: What interests does the Sponsor and its affiliates have in the Business
Combination?, page 11
3. We note your revised disclosure in response to comment 4 and reissue
in part. Please
revise to quantify the value of the Sponsor Earnout Shares and the
aggregate dollar
amount of what the Sponsor and its affiliates have at risk that
depends on completion of a
business combination. In this regard, we note your disclosure on page
10 that, "if the
Business Combination is not consummated, the aggregate amount of
approximately
$5,630,264 will be lost." This does not include the amounts that the
Sponsor and its
affiliates would stand to gain upon completion of the business
combination. Ensure your
disclosure on pages 35, 69 and 101 is consistent with the disclosure
here.
Q: Are there any arrangements to help ensure that Abri will have sufficient
funds..., page 12
4. Please revise your disclosure here and in your risk factor on page 67
that you included in
response to comment 13 to clarify whether you anticipate needing, and
pursuing, the
additional $25 million financing through the Sponsor. Please also
clarify whether you are
obligated to use commercially reasonable efforts to enter into such
financing regardless of
whether you need the additional cash. Lastly, please revise this
section and your risk
factor on page 67 to address how the lack of a minimum cash condition
may contribute to
the post-combination company being under-capitalized.
Summary of the Joint Proxy Statement, page 20
5. We note your disclosure under the headings "Potential Impact of
Additional Dilution" on
pages 25 and 34 appears to present the same information. Please remove
one of the
redundant discussions, or explain how they are different.
Merger Agreement, page 24
6. We note your revised disclosure in response to comment 6. Please
further revise to
replace the organizational charts you included on pages 24 and 33 with
the chart you
included on page 132 that illustrates the relationship between the
post-combination
company and the Sister Companies.
Parent Stockholder Support Agreement, page 29
7. We reissue comment 8, as we are unable to locate your revised
disclosure. 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 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
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany28,
February NameAbri
2023 SPAC I, Inc.
February
Page 3 28, 2023 Page 3
FirstName LastName
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.
Risk Factors
DLQ may be subject to fines or other penalties imposed by the Internal Revenue
Service..., page
44
8. We note your revised disclosure in response to comment 14 and reissue.
We note the
DLQ financial projections appear to suggest you expect a $2.6M income
tax expense in
2023. Please include comparable disclosure in this risk factor.
Delaware law and our Amended Charter and Bylaws will contain certain
provisions..., page 60
9. We note your revised disclosure in response to comment 11 and reissue
our comment in
part. Revise this risk factor to address 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.
Warrant Revenue Sharing Side Letter, page 85
10. We note in your response to comment 16 that the pro forma financial
information does not
give effect to the Warrant Revenue Side Sharing Agreement. Please add
a pro forma
adjustment for the effect of this agreement to the pro forma financial
information on pages
152 through 163, or explain why such an adjustment is not necessary.
The adjustment
should be accompanied by a footnote explaining how the amount was
determined and the
accounting treatment. Refer to Rule 11-02(a)(6) of Regulation S-X.
Background of the Proposed Business Combination with DLQ, page 87
11. We note your disclosure in response to comment 18 that Mr. Tirman and
Mr. Suen had
met several years before at a dinner gathering, and that Mr. Tirman
has known Mr. Suen
for many years, but there has never been a business relationship
between them. Please
provide more detail about the nature of the relationship between Mr.
Tirman and Mr.
Suen.
12. We note your revised disclosure in response to comments 19 and 22 and
reissue our
comments in part. Please include a description of the key terms in the
initial draft of the
letter of intent that was delivered on July 28, 2022 and specify which
party prepared the
initial draft. Where you discuss the merger agreement negotiations,
revise to describe any
negotiations relating to the type of consideration to be paid, the
earnout shares, the
warrant revenue sharing arrangement, and the financial projections. If
such terms were
not negotiated, so state, and disclose which party proposed such
terms. In this regard, we
note your disclosure that the terms of many ancillary documents did
not change materially
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany28,
February NameAbri
2023 SPAC I, Inc.
February
Page 4 28, 2023 Page 4
FirstName LastName
from those circulated in the letter of intent.
13. We reissue comment 20 in part. Please disclose which party proposed
the initial $140
million valuation figure.
14. We note your response to comment 21 that the agreed valuation of $114
million does not
reflect the additional $25 million financing. Please disclose this in
your filing. In
addition, disclose any discussions about the need to obtain additional
financing for the
combined company and any negotiations or marketing processes
undertaken to date. If
there were none, so state.
Certain DLQ Projected Financial Information, page 93
15. We reissue comment 28 in part. Quantify the growth rates you are
assuming of DLQ s
current businesses.
Opinion of Abri's Financial Advisor, page 96
16. We note your disclosure that TMG reviewed financial projections
prepared by the
management of DLQ relating to DLQ for the fiscal years ending 2022
through 2023 as
part of its analysis. Please clarify whether these are the same
projections that appear on
page 94, and if not, include such projections in your filing.
Total Shares of Common Stock Outstanding Upon Consummation of the Business
Combination
Maximum Redemption Scenario, page 102
17. Please disclose why the requirement to maintain a minimum amount of
$5,000,001 of net
tangible assets has been removed from the maximum redemption scenario
in conjunction
with closing on the business combination. Also, explain how the
anticipated transactions
costs will be paid from available cash at closing.
18. We reissue comment 3 in part. Please revise to include a cross
reference to the full
analysis of the different ownership scenarios and related dilution
discussion on pages 32-
34.
Information About DLQ, page 131
19. We note your disclosure on page F-80 that DLQ entered into a new
Managed Services
Agreement with a significant new client and signed a non-binding
letter of intent to
acquire a private company and that DLQ expects to place the private
company executives
in senior management positions. We also note your disclosure on page
94 that
this Managed Services Agreement was a factor in preparing the DLQ
projections. Please
address these business developments in this section.
Major Customers, page 140
20. We note your response to comment 37. Please file the redacted versions
of the
agreements as exhibits to your registration statement. Alternatively,
please provide your
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany28,
February NameAbri
2023 SPAC I, Inc.
February
Page 5 28, 2023 Page 5
FirstName LastName
analysis as to why you are not required to file these agreements under
Item 601(b)(10) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
DLQ
Cave-Out Results of Operations for fiscal years ended December 31, 2021 and
2020
Cash Flows
Operating Activites, page 150
21. Your discussion indicates that your loss from operations during the
year ended December
31, 2021 was $(1,314,376) compared to $(3,637,744) for the year ended
December 31,
2020 when these were actually your cash flows used in operating
activities for the
respective periods. Please revise. Also, please discuss the key
drivers responsible for
changes in your cash flows used in operations during these periods.
Your discussion of
changes in cash used in or provided by investing and financing
activities should be
similarly revised.
Comparative Historical and Unaudited Pro Forma Combined Per Share Financial
Information,
page 155
22. We note your response to comment 41. There does not appear to be a
revised disclosure
explaining how DataLogiq, Inc. s equivalent per share pro forma net
loss, basic and
diluted amounts, assuming maximum redemptions, for the nine months
ended September
30, 2022 and year ended December 31, 2021 was determined. The pro
forma equivalent
net loss per share amounts, redeemable and non-redeemable common
stock, basic and
diluted, do not recalculate using the expected exchange ratio of .75
for the Pro Forma
Combined (Assuming Maximum Redemptions) scenarios for the nine months
ended
September 30, 2022 and the year ended December 31, 2021. Please revise
the amounts in
the table or revise to explain in further detail how these amounts
were determined.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 161
23. We note your response to comment 47. For the transaction adjustments
to the promissory
notes, related party, and the warrant liability at September 30, 2022,
please add a label that
properly references to your Adjustments to Unaudited Pro Forma
Condensed Combined
Balance Sheet.
Executive and Director Compensation, page 176
24. Please update this section to include disclosure for the year ended
December 31, 2022.
Annex D
Fairness Opinion by The Mentor Group, page D-1
25. Please revise the schedules to the fairness opinion on pages D-11
through D-30 to ensure
the information is legible.
Jeffrey Tirman
Abri SPAC I, Inc.
February 28, 2023
Page 6
Notes to Carve-Out Consolidated Financial Statements
Note 10. Loss Per Share, page F-78
26. Please revise your disclosure to clearly explain how you estimated the
weighted average
common shares outstanding, basic and diluted, based on management's
estimate of
outstanding common shares at the time of the merger between the Company
and ABRI
SPAC I. Also, please revise to clearly label the earnings per share
amounts as "pro forma
earnings per share".
General
27. We note your response to comment 62 that DLQ Parent is preparing its own
proxy
statement to obtain stockholder approval of the Business Combination.
Accordingly,
please remove references to the "joint" proxy statement in your filing.
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
February 28, 2023 Page 6
cc: Alex Weniger-Araujo, Esq.
FirstName LastName