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Abri SPAC I, Inc. *

Abri SPAC I, Inc. *

Jul 15, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: DLQ, Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd

Abri SPAC I, Inc. proposes to combine with DLQ, Inc., a provider of digital consumer acquisition solutions, and a wholly-owned subsidiary of Logiq, Inc.

  • DLQ, Inc. is a U.S.-based provider of e-commerce and digital customer acquisition solutions by simplifying digital advertising.
  • It provides data-driven, end-to-end marketing through its results solution or providing software to access data by activating campaigns across multiple channels.
  • The Company’s digital marketing business includes a holistic, self-serve ad tech platform.
  • Its proprietary data-driven, AI-powered solutions allows brands and agencies to advertise across thousands of the world’s leading digital and connected TV publishers.

SUBSEQUENT EVENT – 8/31/23 – LINK

  • On August 28, 2023, Abri amended the Merger Agreement to increase dividend shares for DLQ Parent stockholders from 25% to 33% of Merger Consideration Shares, allocate 14% of these shares to certain DLQ investors, and lock-up 53% of the Merger Consideration Shares.

EXTENSION – 8/10/23 – LINK

  • The SPAC approved the extension from August 12, 2023 to February 12, 2024.
    • 570,224 shares were redeemed at the meeting for $10.62 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 5/2/23 – LINK

  • The SPAC removed the $5M of net tangible assets at the closing requirement.

SUBSEQUENT EVENT – 12/9/22 – LINK

  • Abri SPAC I, Inc. announced that it will allow those holders of shares of the Company’s common stock originally sold as part of the units issued in its initial public offering that elected, on December 07, 2022, to redeem their common stock in connection with the special meeting of stockholders held today at 10:00 Eastern time, to reverse their redemption requests by sending a DTC DWAC (Deposit/Withdrawal At Custodian) request to the Company’s transfer agent, Continental Stock & Transfer Company by 5:00 p.m. Eastern Time, Friday, December 09, 2022.
  • The Company proposed at the special meeting, to extend the date by which the Company must complete its initial business combination from February 12, 2023 up to August 12, 2023, each extension for an additional 1 month period, until August 12, 2023, by depositing into the Trust Account $87,500 for each one-month Extension, for a maximum of $525,000. The proposals were approved.
  • In connection with the special meeting, the Company received requests to redeem 4,931,548 shares from its public stockholders.
  • The per-share pro rata portion of the trust account on December 9, 2022, was approximately $10.20.
  • There are 802,372 non-redeemed shares remaining at the time of this press release.

TRANSACTION

  • Upon the closing of the acquisition, DLQ will change its name to “DataLogiq, Inc.”
  • Abri will issue 11.4 million shares in exchange for DLQ shares.
  • At $10 per Abri share, the valuation of DLQ is $114 million.
  • Closing the transaction will require the approval of both Logiq and Abri stockholders.
  • All cash remaining in Abri’s Trust account immediately after the closing of the business combination will be available to the surviving entity for working capital, growth and other general corporate purposes.
  • The transaction is expected to close in the first quarter of 2023.

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Company Lock-Up:

  • Abri, and certain DLQ stockholders will enter into a lock-up agreement, pursuant to which each DLQ stockholder will agree not to sell 75% of the shares of Abri Common Stock held by them, which shares do not include the Dividend Shares until the date that is 11 months after the Closing Date.

Sponsor Lock-Up:

  • 50% of shares held by the Sponsor will be subject to a lock-up of 6 months and the remaining 50% will be subject to a lock-up of 6 months or a VWAP of $12.50 for 20 out of 30 consecutive trading days.

EARNOUT

DLQ Management Earnout Agreement:

  • Abri and the Sponsor will enter into a management earnout agreement, pursuant to which certain members of the management team of DLQ specified on schedule A to the Management Earnout Agreement will have the contingent right to earn the Management Earnout Shares.
  • The Management Earnout Shares consist of 2,000,000 shares of Abri Common Stock. The release of the Management Earnout Shares shall occur as follows:
    • 500,000 Management Earnout Shares will be earned and released upon satisfaction of the First Milestone Event.
    • 650,000 Management Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event.
    • 850,000 Management Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event.

Sponsor Earnout Agreement:

  • Abri and the Sponsor will enter into a sponsor earnout agreement, pursuant to which the Sponsor will have the contingent right to earn the Sponsor Earnout Shares.
  • The Sponsor Earnout Shares consist of 1,000,000 shares of Abri Common Stock.
  • The release of the Sponsor Earnout Shares shall occur as follows:
    • 250,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the First Milestone Event.
    • 350,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event.
    • 400,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event.

NOTABLE CONDITIONS TO CLOSING

  • The consummation of the Merger is conditioned upon Abri having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger.
  • The SPAC removed the $5M of net tangible assets at the closing requirement.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Abri or DLQ, without liability to the other party, if the Merger and related transactions are not consummated on or before February 12, 2023.
  • Or by either Abri or DLQ if any Authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Merger

ADVISORS

  • No advisors have been listed.

The below-announced combination was terminated on 7/25/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Apifiny Group Inc. [TERMINATED 7/25/22]

ENTERPRISE VALUE: $480.3 million
ANTICIPATED SYMBOL: tbd

Abri SPAC I, Inc. proposes to combine with Apifiny Group Inc., a blockchain technology company focused on developing a global trading network for the digital assets sector.

Founded in 2018, Apifiny has developed a unique ecosystem that connects highly fragmented digital asset trading markets (from trading to clearing and settlement) into a single global platform. This increases stability, continuity and reduces disruption in the digital asset marketplace. Apifiny securely connects dozens of digital marketplaces around the world through its single application programming interface (“API”), hence providing institutional traders immediate access to the optimal market-clearing prices and global liquidity for trading Bitcoin and other cryptocurrencies.

To date, Apifiny has partnered with over 20 of the top 100 global digital asset exchanges by trading volume, including Huobi Global, OKEx, Kucoin, OKCoin and Blockchain.com’s exchanges, amongst others. The merger will enable Apifiny to accelerate growth, continue developing advanced blockchain and crypto technology solutions, and enhance regulatory transparency as a public company, all of which is expected to enhance capabilities and customer trust.

TRANSACTION

  • The pro forma enterprise value of the combined company is approximately $530 million, including the contribution of up to $57 million of cash held in Abri’s trust account, subject to redemptions.
  • The transaction is subject to approval by the shareholders of Apifiny and Abri, respectively, and the satisfaction of the closing conditions set forth in the Merger Agreement.
  • The Board of Directors of Apifiny and Abri, respectively, have unanimously approved the transaction.
  • The transaction is expected to close in the third quarter of 2022.

ASPA Transaction Overview

PIPE

  • There is no PIPE in this Transaction.

EARNOUT

Company Earnout Agreement:

  • Certain Apifiny security holders will also have the contingent right to earn up to 10,500,000 shares of Abri Common Stock in the aggregate (“Earnout Consideration”) as follows:
    • Certain Apifiny security holders will earn:
      • (i) 3,000,000 shares of the Earnout Consideration, in the aggregate, if over any twenty (20) consecutive Trading Days during the period beginning on the date of Closing Date and ending on the first anniversary of the Closing Date (the “First Earnout Period”), the VWAP of the Abri Common Stock is greater than or equal to $16.50 per share (the “First Milestone”).
      •  (ii) An additional 3,750,000 shares of the Earnout Consideration, in the aggregate, if over any twenty (20) consecutive Trading Days during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (the “Second Earnout Period”), the VWAP of the Abri Common Stock is greater than or equal to $23.00 per share (the “Second Milestone”).
      • (iii) An additional 3,750,000 shares of the Earnout Consideration, in the aggregate, if within any twenty (20) consecutive Trading Days during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, the VWAP of the Abri Common Stock is greater than or equal to $30.00 per share (the “Third Milestone” and together with the First Milestone and the Second Milestone, the “Earnout Milestones”).
  • Upon a Change in Control during any Earnout Period, if the per share valuation of Abri Common Stock in connection with such Change in Control is equal to or greater than any applicable Earnout Milestone or Milestones, such Apifiny security holders will earn the shares of the Earnout Consideration issuable in respect to each applicable Earnout Milestone or Milestones as described above, which will be released as of immediately prior to the Change of Control.

Sponsor Earnout Agreement:

  • Abri and the Sponsor will enter into a sponsor earnout agreement (the “Sponsor Earnout Agreement”), pursuant to which the Sponsor will have the contingent right to earn the Sponsor Earnout Shares.
  • The Sponsor Earnout Shares consist of 1,050,000 shares of Abri Common Stock that will be placed in escrow with the Escrow Agent.
  • The Sponsor may earn the Sponsor Earnout Consideration as follows:
    • 275,000 Sponsor Earnout Shares will be earned and released from escrow upon satisfaction of the First Milestone Event.
    • 350,000 Sponsor Earnout Shares will be earned and released from escrow upon satisfaction of the Second Milestone Event.
    • 425,000 Sponsor Earnout Shares will be earned and released from escrow upon satisfaction of the Third Milestone Event.

Earnout Escrow Agreement:

  • Abri, the Sponsor, Erez Simha as the Apifiny securityholder representative and Continental Stock Transfer & Trust Company (the “Escrow Agent”) will enter into an earnout escrow agreement (the “Earnout Escrow Agreement”), pursuant to which 11,550,000 shares of Abri Common Stock will be deposited in escrow with the Escrow Agent and will serve as a source of payment for certain Apifiny securityholders and the Sponsor in the event that the post-business combination company reaches certain milestone events after the Closing.
  • The Earnout Shares that are not earned on or before the expiration of the applicable Earnout Period shall be forfeited and thereupon returned to Parent.

ASSURANCE AGREEMENT

  • The Sponsor, Apifiny and TipTop Century Limited (“Tiptop”) will negotiate in good faith to enter into an assurance agreement (the “Assurance Agreement”), pursuant to which 6,650,000 shares of Abri Common Stock held by TipTop (the “Assurance Shares”) will be deposited in an escrow account with the Continental Stock Transfer & Trust Company, acting as escrow agent (the “Escrow Agent”) and will be released from escrow and issued to the Sponsor, free of all applicable liens, upon the occurrence of any of the following:
    • (a)
      • (i) the VWAP of the shares of Abri Common Stock is lower than $10.50 per share on any single Trading Day (the “Minimum Daily VWAP Trading Price Breach”) during the period starting on and including the Trading Day immediately following the day of the distribution by Abri of the proxy statement to holders of Abri Common Stock, and ending on and including the Trading Day immediately preceding the Closing Date (the “VWAP Maintenance Period”), and
      • (ii) the Closing shall have occurred (“First Scenario”)
    • (b)
      • (i) the Merger Agreement shall not have been terminated in accordance with Article X thereof;
      • (ii) the Closing shall not have occurred before or on the date on which the Closing is required to occur in accordance with Section 2.6 of the Merger Agreement (such date, the “Specified Date”);
      • (iii) no earlier than 5:00 PM Eastern Time on the Specified Date, Abri shall have given a good faith notice to Apifiny stating that Abri and the Merger Sub stand ready and willing to consummate the Merger during the immediately succeeding three (3) Business Day period (the “Company Closing Period”), which notice shall be an irrevocable binding commitment of Abri and Merger Sub to consummate the Merger throughout the Company Closing Period;
      • (iv) at all times during the Company Closing Period, all of the conditions set forth in Article IX of the Merger Agreement shall continue to be satisfied or shall be capable of being satisfied or waived if the Closing were to occur during the Company Closing Period; and
      • (v) Apifiny shall have failed to consummate the Merger on or before the end of the Company Closing Period (“Second Scenario”).

WARRANT REVENUE SHARING SIDE LETTER

  • Abri, Apifiny and the Sponsor will enter into a letter agreement (the “Warrant Revenue Sharing Side Letter”), pursuant to which Abri and Apifiny will divide the proceeds from the Warrant Exercise Price, arising from the exercise of the warrants issued as part of the Abri units sold in its initial public offering, as follows:
    • (A) 20% of the Warrant Exercise Price received in cash by Abri shall be delivered to the Sponsor in cash or immediately available funds not later than five (5) days following Abri’s receipt of the cash exercise price of any Warrant;
    • (B) 35% of the Warrant Exercise Price received in cash by Abri shall be made available to the Chief Executive Officer of Abri in cash or immediately available funds not later than five (5) days following Abri’s receipt of the cash exercise price of any Warrant and the Chief Executive Officer of Abri shall have the right to pay all or any portion of such amount received to the persons that managed or controlled Apifiny immediately prior to the consummation of the transaction contemplated by the Merger Agreement, in each case, such payments to be in such amounts and to such persons as the Chief Executive Officer of Abri shall determine in such officer’s sole discretion; and
    • (C) Abri shall keep 45% of the Warrant Exercise Price received in cash by Abri.

LOCK-UP

Company Lock-Up:

  • In connection with the execution of the Merger Agreement, Abri and certain Apifiny stockholders will enter into a lock-up agreement (the “Company Lock-Up Agreement”), pursuant to which those certain Apifiny stockholders parties thereto will agree, subject to certain customary exceptions, not to sell or offer to sell any shares of Abri Common Stock held until the date that is 12 months after the Closing Date.

Sponsor Lock-Up:

  • In connection with the execution of the Merger Agreement, Abri and the Sponsor will enter into a sponsor lock-up agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor will not sell or offer to sell any shares of Abri Common Stock until the date that is 6 months after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash requirement.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Abri or Apifiny if the Merger and related transactions are not consummated on or before the six-month anniversary of the date of the Merger Agreement (the “Outside Closing Date”).

ADVISORS

  • Chardan is acting as M&A and Capital Markets advisor.
  • Mayer Brown is acting as legal counsel to Apifiny.
  • Loeb & Loeb is acting as legal counsel to Abri.

MANAGEMENT & BOARD

Executive Officers

Jeffrey Tirman, 57
Chairman of the Board of Directors and Chief Executive Officer

Since May 2019, Mr. Tirman has been the CEO and Director of Luxembourg-based KJK Sports S.A. and sits on the boards of several holdings thereunder including Tahe Outdoors based in France and Estonia, Baltic Vairus based in Lithuania, and Leader 96 based in Bulgaria. Since January 2016, Mr. Tirman had been the Chairman and CEO, and still serves as CEO of Elan d.o.o., based in Slovenia, and sits on the boards of several Elan subsidiaries. As of December 31, 2020, these companies employed more than 2,300 people and generated revenues in excess of €250 million. Mr. Tirman is charged with leading the operational and financial restructuring of these companies with the aim of increasing operational efficiency, financial performance and transparency, along with the implementation of standardized business practices and transparent corporate governance principles. Mr. Tirman also founded Abri Advisors Ltd, in Bermuda in 2016 and Abri Advisors (UK) Ltd. in the United Kingdom in 2020 to invest across a variety of asset classes and provide corporate advisory services focused on corporate turnarounds and restructuring. From 2009 through 2014, Mr. Tirman was an adjunct professor of Advanced Corporate Finance for the Master of Sciences in Finance (MScF) program at l’Ecole des Hautes Etudes Commerciales (HEC) in Lausanne, Switzerland, which is a joint effort between l’Université de Lausanne (UNIL), Ecole Polytechnique Fédérale de Lausanne (EPFL) and the Federal Swiss Banking and Finance Institute. From 2011 through 2013, Mr. Tirman was also a guest lecturer on Credit Markets and Credit Risk for the Asset and Wealth Management Executive MBA (AWEMBA) program at the HEC, which was a joint program between University of Lausanne and the Tepper School of Management at Carnegie Mellon University, in Pennsylvania, USA. Mr. Tirman’s lectures focused on risk assessment and analysis. Mr. Tirman holds an MBA in Corporate Tax & Accounting from Tulane University and a BA in Economics & Finance from the University of Arkansas.

Nima Montazeri, 44
Executive Vice President, Chief Operating Officer and Director

Since March 2017, Mr. Montazeri has been a general partner at Brown Stone Capital, LP., focused on investment management. Previously, from 2008 to 2017, Mr., Montazeri was a Managing Director at Floyd Associates, Inc., leading management and financial consulting efforts and investing across multiple asset classes. Since 2012, Mr. Montazeri has been an active money manager focused on equity, fixed income, real estate, and derivative strategies. Mr. Montazeri has assisted several clean energy and automotive solution companies with their capital development efforts by organizing access to strategic sources of capital, as well as advising on new and expanding markets. Furthermore, he played an instrumental role in raising international capital for a California based concentrated solar power company. In 2003 he led an innovative technology transfer program from NASA’s Jet Propulsion Laboratory which resulted in the development of a novel biological detection instrument. Mr. Montazeri holds a BA with honors in Economics from the University of British Columbia and a Master’s in Finance and Accounting from the London School of Economics and Political Science.

Peter Bakker, 67
Vice President of Business Analytics

Mr. Bakker has been a Vice President at Abri Advisors Ltd. since June 2019, focused on corporate evaluation and M&A. From January 2015 to June 2019, Mr. Bakker was the Chief Risk Officer at Channel Capital Advisors, where he oversaw risk management. Mr. Bakker holds an MBA in Business Administration from the Tuck School of Business at Dartmouth University and an MS in Economics from Erasmus University.

Christopher Hardt, —
Chief Financial Officer

Mr. Hardt recently retired from PwC LLP where he was an audit partner since 2000. Mr. Hardt has been based previously in PwC’s offices in London, England, Lausanne, Switzerland and Tokyo, Japan in addition to several offices in the United States. During his tenure at PwC, he was a lead partner on several large multinational audit clients in the Consumer Markets, Technology, Media, Automotive, Banking and Insurance industries and has conducted business in over 40 countries. Mr. Hardt has also served as a leader in PwC’s SEC Services group in the firm’s National Office where he was responsible for oversight of both foreign and domestic registrant client SEC filings including both debt and equity IPOs. In his prior roles at PwC, Mr. Hardt has extensive experience with companies preparing to go public including the financial statement and internal controls requirements of The Sarbanes-Oxley Act, interacting with the Securities and Exchange Commission and the financial reporting implications of executing growth strategies involving mergers and acquisitions. Mr. Hardt also has many years of experience interacting with public company Boards and their audit/finance committees. Mr. Hardt is an investor and adviser to Cavan & Co LLC, an early-stage American made lifestyle apparel brand. Mr. Hardt holds a BA in Business Administration from Furman University and is a CPA licensed in Ohio, Georgia and New Jersey. Mr. Hardt serves on the President’s Advisory Council of Furman University and is a member of the Parents Board at The Georgia Institute of Technology.

Board of Directors

John Wepler, 52
Director

As Chairman and Chief Executive Officer of Marsh, Berry & Co., Inc. and CEO of the wholly-owned FINRA registered broker/dealer MarshBerry Capital, Inc., Mr. Wepler’s leadership and industry experience has benefited many insurance industry professionals in an insurance career spanning nearly three decades. He has been a vital resource in mergers and acquisitions (M&A), having personally advised on more than 250 insurance-related M&A transactions since joining MarshBerry in 1991. He currently serves as an adviser to the board for the Worldwide Broker Network. Previous board positions include the Chairman of the Board of the Midwest Division of the Insurance Industry Charitable Foundation (IICF), the IICF’s national Board of Governors, Independent Insurance Agents & Brokers of New York, the American Bankers Insurance Association and adviser to the Disabled Veterans Insurance Careers (DVIC) Board. Mr. Wepler holds an MBA from Kent State University and a Bachelor’s degree in Finance from Ohio University.


Joseph Schottland, 50
Director

Since February 2021, Mr. Schottland has been the CEO of AMWCO LLC, a residential real estate FinTech platform. Since January 2016, Mr. Schottland has also been a partner at Innovatus Capital Partners, a private equity firm focused on investing in growth, disruptive and distressed opportunities. From 2011 until the end of 2015, Mr. Schottland was a Partner at McKinsey & Co. where he focused on restructuring, strategy and advisory work, including the American Airlines bankruptcy and its subsequent merger with US Airways. From 2004 until 2010, he was a Senior Managing Director at Seabury Group, providing strategic and operational advisory and investment banking services to the aviation and aerospace industries. Prior to that. Mr. Schottland was at Bain & Co. Mr. Schottland holds an MBA in Corporate Strategy and Finance from Columbia Business School and a BS in Economics and American History from New York University.

Nadine Watt, 52
Director

Since December 2019, Ms. Watt has served as CEO of Watt Companies. She oversees the day-to-day activities and strategic planning for all commercial investment activities including acquisitions, development, and asset management for the Watt Companies’ 6 million-square-foot portfolio. Ms. Watt served as President of Watt Companies from 2011 to 2019. In 2011, she led a strategic reorganization of the company that moved the firm beyond traditional property management and leasing to a focus on acquisitions and real estate development, as well as joint venture opportunities. Ms. Watt played a key role in launching Watt Companies’ acquisition division — Watt Investment Partners — that now actively invests $60 million in a variety of property types across the Western United States., Ms. Watt is a member of the University of Southern California Board of Governors and the Sol Price School of Public Policy Board of Councilors and serves on the Executive Committee of the Lusk Center for Real Estate as well as the USC Associates Board of Directors. She was the first woman to be named Chair of the Los Angeles Business Council, a position she still holds. She is a Board Member of Visionary Women and the City of Hope Los Angeles Real Estate & Construction Industries Council. Ms. Watt received the Century City Citizen of the Year award in 2017 and the EY Entrepreneur of the Year award in 2018. A graduate of Georgetown University School of Foreign Service, Ms. Watt also holds a Master of Arts degree from the School of Cinematic Arts at the University of Southern California.

 

ByAnthony Sozzi