お知らせ • Nov 04
DLQ, Inc. completed the acquisition of Abri SPAC I, Inc. (NasdaqCM:ASPA) from ABRI Ventures I, LLC and others.
DLQ, Inc. executed letter of intent to acquire Abri SPAC I, Inc. (NasdaqCM:ASPA) from ABRI Ventures I, LLC and others on July 30, 2022. DLQ, Inc. entered into a definitive merger agreement to acquire Abri SPAC I, Inc. from ABRI Ventures I, LLC and others for approximately $110 million on September 9, 2022. The valuation of DLQ is $114 million. Upon closing of the business combination, the combined company is expected to remain NASDAQ-listed under the name “DataLogiq, Inc.” DLQ, Inc. senior management will remain with the merged company. On July 20, 2023, Abri entered into an amendment to the Merger Agreement to (i) remove provisions related to the transfer of certain intellectual property assets (ii) change the name of the Surviving Corporation to “Collective Audience, Inc.” and (iii) increase the size of the senior financing facility from $25 Million to $30 Million. The combined company will operate under the name, “Collective Audience, Inc.”The Board of Directors of DLQ and Abri, respectively, have unanimously approved the transaction. Closing the transaction will require the approval of both Logiq and Abri stockholders, Abri having at least $5,000,001 of net tangible assets, conditional approval for listing by the Nasdaq Stock Market of the shares of Abri Common Stock to be issued in connection with the transaction, Form S-4 becoming effective, resignations from the Abri's Board of Directors, regulatory approvals and other closing conditions. On May 1, 2023, the parties amended the agreement and removed the requirement that Abri have at least $5,000,001 of net tangible assets. A special meeting of Abri will be held via teleconference on August 7, 2023. The transaction is expected to close in the first quarter of 2023. As of September 29, 2023, the registration statement on Form S-4 was declared effective by the SEC. The Logiq Special Meeting will be held virtually on October 23, 2023. As of October 2, 2023, the merger is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval of the merger by the stockholders of Logiq at the Special Meeting, approval of the stockholders of Abri at its special meeting, and approval by Nasdaq of the combined company’s listing application. At a special meeting held on October 23, 2023, Abri’s stockholders voted to approve proposed business combination.Christopher Tinen of Procopio Cory Hargreaves & Savitch LLP acted as legal advisor to DLQ and Logiq. Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to Abri. Loeb & Loeb LLP acted as due diligence provider to Abri. Continental Stock Transfer & Trust Company acted as transfer agent to Abri. Abri has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Meeting. Abri has agreed to pay Okapi a fee of $25,000, plus disbursements. ABRI has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Special Meeting. ABRI has agreed to pay Morrow Sodali a fee of up to $25,000, plus disbursements. Fees billed by The Mentor Group to date have totaled $35,000, which have been paid in full, The Mentor Group, Inc. acted as financial advisor and Fairness Opinion Provider to Abri SPAC I, Inc.DLQ, Inc. completed the acquisition of Abri SPAC I, Inc. (NasdaqCM:ASPA) from ABRI Ventures I, LLC and others on November 2, 2023. After the closing, the combined company will be led by Brent Suen and will be supported by an experienced 5-member board. The common stock of the combined company, which will operate as “Collective Audience, Inc.” (“Collective Audience”), is expected to commence trading on Nasdaq Global Market under the ticker symbol “CAUD” on November 3, 2023. Upon closing of the Merger, the previously-trading units of Abri ceased to trade and were separated into their component parts. Chardan Capital Markets LLC acted as the financial advisor to Abri in the transaction.