United States securities and exchange commission logo
July 5, 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. 3 to
Registration Statement on Form S-4
Filed June 30, 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 May
25, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
PIPE Investment and Equity Line of Credit, page 35
1. Please update your
disclosure of the status of the PIPE Investment and the firm
commitment on the
Equity Line of Credit (ELOC) to the current date. Revise related
disclosures throughout
the registration statement including the pro forma financial
information, as
applicable.
Pro Forma Net Loss and Net Book Value Per Share Calculation, page 37
2. In the sentence that
precedes the table on page 37, you indicate that the table discloses
both the pro forma net
loss and book value per share as of and for the three month period
ended March 31, 2023
under each of the three redemption scenarios. However, your pro
Jeffrey Tirman
Abri SPAC I, Inc.
July 5, 2023
Page 2
forma book value under each of these scenarios has not been disclosed.
Please revise to
also disclose the pro forma book value per share under each of these
scenarios. Also,
please revise to also disclose your pro forma net loss and book value
per share under each
of these scenarios as of and for the fiscal year ended December 31,
2022.
Certain DLQ Projected Financial Information, page 100
3. We note your revised disclosure in response to comment 9 that the
company obtained
updated financial projections from DLQ for 2024. Please revise the
Background of the
Business Combination section beginning on page 92 to explain why
updated financials
were obtained. We also note that you have removed the projections for
2022 and 2023.
Given your disclosure suggests that the board considered such
projections, please
reinclude those projections in your disclosure.
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 134
4. We reissue comment 31 from our letter dated November 30, 2022. 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.
Information About DLQ, page 144
5. We reissue comment 15 from our letter dated November 30, 2022. 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.
Please describe the
material terms of these agreements in the filing and file them as
exhibits to the
registration statement.
6. We reissue comment 33 from our letter dated November 30, 2022. In an
appropriate place
FirstName LastNameJeffrey Tirman
in this section, please revise to describe DLQ's relationship with the
Sister Companies
Comapany NameAbricombination,
post-business SPAC I, Inc.and in particular, post transfer of
intellectual property, as
July 5, described
2023 Pagein2 the Merger Agreement.
FirstName LastName
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany
July 5, 2023NameAbri SPAC I, Inc.
July 5,3 2023 Page 3
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
DLQ
Carve-Out Consolidated Results of Operations for the three months ended March
31, 2023 and
2022
Carve-Out Consolidated Results of Operations
Revenues, page 159
7. Please clearly describe the nature and source of Affiliation
Management revenues of
approximately $3 million generated through a Managed Services
Agreement (MSA) with
a new client during the quarter ended March 31, 2023. Disclose whether
revenues are
generated through website development, lead generation, email
management, and search
engine optimization services (Services) as disclosed on page 146 or
from other sources.
Also, please explain why management believes that DLQ's "Lead
Generation Revenue is
expected to bounce back" to prior levels given DLQ's working capital
constraints reducing
its ability to place ads on behalf of clients. Furthermore, please
explain how and when
management expects these working capital constraints to be lifted or
resolved. Refer to
Item 303(c)(2) of Regulation S-K.
Unaudited Pro Forma Combined Condensed Financial Information
DLQ, Inc. and Abri SPAC I, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations for the three
months ended
March 31, 2023, page 176
8. Refer to adjustment (BB) Please revise to eliminate this
adjustment from the pro forma
statement of operations for the three months ended March 31, 2023.
Since this adjustment
is for estimated direct and incremental transaction costs that will
not recur in the
Company s income beyond 12 months after the transaction and they
have already been
included in the pro forma statement of operations for the year ended
December 31, 2022
in adjustment (BB), they should not be included in the pro forma
statement of operations
for three months ended March 31, 2023. Refer to the guidance in Rule
11-02(a)(6)(i)(B)
of Regulation S-X.
DLQ, Inc. Carve-Out Consolidated Financial Statements for the Three Months
Ended March 31,
2023 and 2022
Notes to Consolidated Financial Statements
Note 12. Related Parties, page F-81
9. Please explain how you accounted for the additional 1,750,000
restricted common shares
of Logiq, Inc. common stock which DLQ was required to issue to its
customer (Client)
under the Managed Services Agreement and Independent Contractor
Agreement (IC
Agreement) since the business combination between DLQ and Abri SPAC I
had not been
completed as of April 1, 2023. Also, please explain your accounting
for the compensation
for the services to be provided by Client to the Company under the IC
Agreement.
Jeffrey Tirman
Abri SPAC I, Inc.
July 5, 2023
Page 4
General
10. We note your disclosure regarding the PIPE Investment and ELOC for
additional funds of
up to $4,555,231 and $30,000,000, respectively. Please revise the
disclosure throughout
so the following is clear to investors:
The likelihood that each financing is secured and the anticipated
timing;
A summary of the final, material terms of such financings;
Whether you would issue shares at a discount, including a risk
factor indicating that
shares issued at a discount could result in negative pressure on
your stock price
following the Business Combination;
Whether and to what extent the PIPE Investment and ELOC may be
sources of
dilution for shareholders who elect not to redeem their shares in
connection with the
business combination. Please provide disclosure of the impact of
each source of
dilution at each of the redemption levels detailed in your
sensitivity analyses,
including any needed assumptions. To the extent that the PIPE
Investment would
occur at the closing of the business combination, include the PIPE
investors in your
presentation of the post-combination company ownership; and
Revise the Background of the Business Combination section
beginning on page 92 to
include a discussion of negotiations relating to the PIPE Investment
and the ELOC,
including background on when and why you decided to pursue these
additional
financing arrangements. With respect to the PIPE Investment,
describe how the
amount of the PIPE Investment amount was determined, how potential
investors were
selected, and what relationship these parties have with Abri, the
Sponsor, and DLQ.
If there was a placement agent, state the name of the placement
agent and quantify
the aggregate fees payable to such placement agent.
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
July 5, 2023 Page 4
cc: Alex Weniger-Araujo, Esq.
FirstName LastName