United States securities and exchange commission logo
September 12, 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. 6 to
Registration Statement on Form S-4
Filed September 5,
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.
Amendment No. 6 to Registration Statement on Form S-4
DLQ Investment, page 36
1. Clearly describe the
business purpose for why "Certain non-affiliated stockholders of
DLQ will separately
escrow 1,500,000 Merger Consideration Shares which may be issued
to the Investors to
cover any reset in the amount of Merger Consideration Shares to cover
the DLQ Investment
amounts until the DLQ Investment has been recouped by the
Investors." In your
disclosure here and in the notes to DLQ's interim financial statements,
explain why this
provision of the DLQ Investment by institutional investors requires a
potential reset of the
Merger Consideration Shares to ensure the Investors recoup the full
amount of their
investment.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 12,
September NameAbri
2023 SPAC I, Inc.
September
Page 2 12, 2023 Page 2
FirstName LastName
Certain DLQ Projected Financial Information, page 104
2. Please explain where you have disclosed projected non-GAAP financial
measures,
including Adjusted EBITDA, in the projected financial information for
DLQ for the years
ended December 31, 2023 and 2024, or revise your disclosure
accordingly.
Carve-Out Consolidated Results of Operations for the six months ended June 30,
2023 and 2022
Revenues, page 160
3. Please revise your discussion of the variance in revenues for the six
months ended June
30, 2023 compared to the corresponding prior year period to explain
material fluctuations
in your various revenue sources. In this regard, it appears that lead
generation revenues
have decreased from $6.7 million for the six months ended June 30,
2022 to $1.44 million
for the six-month period ended June 30, 2023. Also describe any
material trends or
uncertainties, including working capital constraints, which has led to
the decline in lead
generation revenues, that are reasonably likely to have a material
unfavorable impact on
your net revenues or income from continuing operations. Lastly,
describe the extent that
revenue from a single customer under a Management Services Agreement
(MSA) entered
into in the second half of 2022 impacted your net revenues and income
from continuing
operations for the period ended June 30, 2023. Consider including an
analysis of revenue
by source for the six months ended June 30, 2023 as compared to the
period ended June
30, 2022 like the analysis of year end revenues on page 151 to enable
investors to
more clearly understand the significant changes in your revenue
sources. Refer to Item
303(c)(2) of Regulation S-K and Item 303(b)(2)(i) and (ii) of
Regulation S-K.
Unaudited Condensed Combined Pro Forma Financial Information
Unaudited Condensed Combined Pro Forma Balance Sheet at June 30, 2023
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 177
4. Refer to footnote (G). The amount of the private warrant liability at
June 30, 2023 as
disclosed in footnote (G) of $26,514 does not agree with the amount in
Abri's June 30,
2023 balance sheet or with the amount of adjustment (G) of $10,311.
Please reconcile and
revise these disclosures.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm, page General
5. Please have your independent auditors revise their consent to properly
reflect the report
date of March 30, 2023 for the audited financial statements of Abri
SPAC I for the year
ended December 31, 2022 and the period from from March 18, 2021
(inception) to
December 31, 2021.
Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
I, Inc.
Comapany 12,
September NameAbri
2023 SPAC I, Inc.
September
Page 3 12, 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.