United States securities and exchange commission logo
August 3, 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. 4 to
Registration Statement on Form S-4
Filed July 25, 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 July
5, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Background of the Business Combination, page 92
1. We note your disclosure
that on July 20, 2023 Abri, Abri Sub, DLQ Parent, and DLQ
entered into an
amendment to the Merger Agreement to, among other things, remove
provisions related to
the transfer of certain intellectual property assets of Fixel AI, Inc.
and Rebel AI, Inc.,
which were deemed to have "negligible independent value." Revise to
discuss whether the
agreed valuation of the company contemplated a different value of
the intellectual
property assets of Fixel AI, Inc. and Rebel AI, Inc., and if so, whether
Abri's Board still
recommends the business combination at the agreed upon valuation.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany
August NameAbri SPAC I, Inc.
3, 2023
August
Page 2 3, 2023 Page 2
FirstName LastName
2. We note your disclosure that "in May, 2023 DLQ management began
discussions with
certain investors interested in investment opportunities in their
industry. The discussions
were focused on the amount needed to cover closing costs of the
Business Combination.
The amount would not overlap with the Combined Company s financing
arrangements if
the Company enters onto an ELOC arrangement, which will only be
secured at the time of
the Business Combination if market conditions at that time are
favorable." Please revise
to clarify whether these discussions relate to the PIPE Investment,
and if not, revise to
clarify the likelihood that such financing is secured and the
anticipated timing, a summary
of the material terms of the financing, including the size and amount
of the financing, and
describe the investors with whom you entered such discussions.
3. We note your disclosure that "During the months of June and July, DLQ
was in
discussions with investors whereby such investors would purchase
shares of DLQ before
the Closing of the Business Combination and therefore their shares
would be registered as
part of the Merger Consideration at the Closing. The shares of DLQ
would convert into
[*] shares of Abri Common Stock assuming a share price of [$10.00] per
share." Please
revise to clarify the likelihood that such purchase is made, a summary
of the material
terms, including the price at which the shares of DLQ would be sold
and the number of
shares of Abri Common Stock into which it is converible, and describe
the investors with
whom you entered such discussions.
Material U.S. Federal Income Tax Consequences, page 132
4. We note your response to comment 4 that you included a tax opinion as
Exhibit 8.1, but
you do not appear to have filed the opinion, nor is it listed in the
exhibit index. 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.
DLQ Inc. Carve-Out Consolidated Financial Statements for the Three Months Ended
March 31,
2023
DLQ Inc. Notes to the Carve-Out Consolidated Financial Statements
Note 13 - Subsequent Events, page F-81
5. Please revise your disclosure for the subsequent events in June 2023
regarding changes to
the terms of the merger transaction to release DLQ from the obligation
to complete the
acquisition of the assets from the Sister Companies and to change the
name of the
Combined Company to Collective Audience, Inc. after the merger
transaction is
consummated as disclosed on page 97. Refer to ASC 855-10-50.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany
August NameAbri SPAC I, Inc.
3, 2023
August
Page 3 3, 2023 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of Trade &
Services
cc: Alex Weniger-Araujo, Esq.