As filed with the U.S. Securities and Exchange Commission on September 27, 2023

Registration No. 333-268133

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

To

Form S-4

REGISTRATION STATEMENT
Under
The Securities Act Of 1933

__________________________________________

ABRI SPAC I, INC.
(Exact name of registrant as specified in its charter)

__________________________________________

9663 Santa Monica Blvd., No. 1091
Beverly Hills, CA 90210
(424) 732-1021
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Mr. Jeffrey Tirman
9663 Santa Monica Blvd., No. 1091
Beverly Hills, CA 90210
(424) 732-1021

(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be amended. These securities may not be sold nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2023
PROXY STATEMENT FOR
SPECIAL MEETING OF
ABRI SPAC 1, INC.
TO APPROVE PROPOSED MERGER
&
PROSPECTUS FOR
11,400,000 SHARES OF COMMON STOCK

YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Abri SPAC I, Inc. (“Abri”), which will be held at [•] [•].m., Eastern time, on [•], 2023. The Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at [•]. Stockholders will NOT be able to attend the Meeting in person. This proxy statement/prospectus includes instructions on how to access the virtual Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

Abri is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of Abri Common Stock will be asked to approve, among other things, the Merger Agreement, dated as of September 9, 2022 (the “Merger Agreement”), by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent.

Abri’s Units, Common Stock and Warrants are currently listed on the Nasdaq Stock Market, under the symbols “ASPAU,” “ASPA,” and “ASPAW,” respectively. The Units, Common Stock and Warrants commenced trading on the Nasdaq Stock Market separately on September 3, 2021. Upon the closing of the transactions contemplated in the Merger Agreement, Merger Sub will merge with and into DLQ (the “Business Combination” or “Merger”) with DLQ surviving the Merger as a wholly owned subsidiary of Abri (the “Surviving Corporation”). In addition, in connection with the consummation of the Merger, Abri will be renamed “Collective Audience, Inc.” The Merger requires approval by the stockholders of Abri, DLQ and DLQ Parent.

The transactions contemplated under the Merger Agreement relating to the Merger are referred to in this proxy statement/prospectus as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”

We have filed a listing application with Nasdaq to list the Combined Company’s shares of Common Stock and Warrants on Nasdaq Global Market under the symbol “CAUD” and “CAUDW”. Although we believe that the Combined Company will meet the initial listing requirements for the Nasdaq Global Market, and such listing is a condition to consummating the Business Combination, we cannot assure you that the shares of Common Stock and Warrants will be approved for listing on Nasdaq Global Market, in which case we would not be able to consummate the Business Combination. Please see Risk Factors on page 51.

Pursuant to the Merger Agreement, the following actions will be taken, and the following consideration will be paid, in connection with the Business Combination:

Treatment of DLQ Securities

Cancellation of Securities

Each share of DLQ Common Stock (defined below), if any, that is owned by Abri, Merger Sub, DLQ, or any other affiliate of Abri (as treasury stock or otherwise) immediately prior to the effective time of the Merger (the “Effective Time”), will automatically be cancelled and retired without any conversion or consideration.

•        “DLQ Common Stock” means at the Effective Time, each issued and outstanding share of DLQ’s common stock, par value $0.0001 per share (other than any such shares of DLQ common stock cancelled as described above) which will be converted into the right to receive a number of shares of Abri Common Stock equal to the Conversion Ratio.

•        “Conversion Ratio” means the quotient obtained by dividing (a) the Per Share Merger Consideration by (b) $10.00.

•        “Per Share Merger Consideration” means an amount equal to $114,000,000, divided by the number of Fully Diluted Company Shares.

•        “Fully Diluted Company Shares” means the sum, without duplication, of (a) all shares of DLQ Common Stock that are issued and outstanding immediately prior to the Effective Time plus (b) all shares of DLQ Common Stock issuable upon conversion, exercise or exchange of any other in-the-money securities of DLQ convertible into or exchangeable or exercisable for shares of DLQ Common Stock;

•        “Merger Consideration Shares” means an aggregate number of shares of Abri Common Stock equal to the product of (i) the Conversion Ratio, multiplied by (ii) Fully-Diluted Company Shares.

•        “Dividend Shares” means the number of Merger Consideration Shares that will be issued as a dividend to the DLQ Parent Stockholders concurrent with Closing (the “Distribution”), on a pro rata basis in an amount equal to approximately thirty three percent (33%) of the aggregate Merger Consideration Shares (the “Dividend Shares”). The remaining Merger Consideration Shares held by DLQ Parent will be subject to a lock-up in accordance with the terms and conditions more fully set forth in the Lock-Up Agreement, as described herein.

Accordingly, this proxy statement/prospectus covers the registration of the aggregate 11,400,000 shares of Abri Common Stock to be issued as Merger Consideration Shares to DLQ Parent, including the Dividend Shares.

Merger Sub Securities

Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one newly issued share of common stock of the Surviving Corporation.

It is anticipated that, upon consummation of the Business Combination, after giving effect to the Merger Consideration including the Earnout Consideration, as described herein, the exercise of outstanding Public Warrants and Private Warrants, and assuming (i) no additional redemption of shares by the public stockholders (ii) interim redemption of 341,074 shares by the public stockholders, and (iii) maximum redemption of shares by the public stockholders, the existing public stockholders will own approximately 3.0%, 1.5% and 0%, respectively, of the issued Combined Company’s shares of Common Stock, the Sponsor and its affiliates will own 7.6%, 7.7% and 7.8%, respectively of the issued Combined Company’s shares of Common Stock, the Representative (as defined below) will own 0.1%, 0.1% and 0.1%, respectively of the issued Combined Company’s shares of Common Stock, and DLQ Parent will own 26.4%, 26.8% and 27.2%, respectively, of the issued Combined Company’s shares of Common Stock, DLQ Parent Stockholders will own 12.5%, 12.6% and 12.8%, respectively, of the issued Combined Company’s shares of Common Stock, and DLQ Management will own 8.5%, 8.8% and 9.0%, respectively, of the issued Combined Company’s shares of Common Stock after the issuance of the Management Earnout Shares.

If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership and its relative value retained by the Abri stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Immediately upon consummation of the Business Combination, the Combined Company will be controlled by DLQ Parent, which will own 58.6% of the Combined Company, without taking into account the redemption of any additional shares of Common Stock by the public stockholders or the issuance of any Earnout Shares, which include up to 1,000,000 Earnout Shares to be distributed to the Sponsor and up to 2,000,000 Earnout Shares to be distributed to DLQ Management, if certain milestones are achieved after the business combination. Therefore the Combined Company will be deemed a “controlled company” within the meaning of Nasdaq corporate governance listing standards and as a result, the Combined Company will qualify for, and if the Combined Company so elects, may rely on exemptions from certain Nasdaq corporate governance listing standards. For more information, see “Directors and Executive Officers of the Combined Company After the Business Combination — Controlled Company Exemption.”

At a special meeting of Abri’s stockholders held on December 9, 2022 (the “Extension Meeting”), Abri’s stockholders approved (i) a proposal to amend Abri’s amended and restated certificate of incorporation, and (ii) a proposal to amend the Management Trust Agreement with the Transfer Agent, to extend the date by which Abri has to consummate a business combination from February 12, 2023 until August 12, 2023, on an as needed, month-to-month basis. On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023 and July 10, 2023 Abri deposited $87,500 into the Trust Account for each one-month extension (or a total of $525,000), to extend the time to complete a business combination to August 12, 2023.

At a special meeting of Abri’s stockholders held on August 7, 2023 (the “Second Extension Meeting”), Abri’s stockholders approved the proposal to amend the Company’s Charter: (a) giving the Company the right to extend the date by which it has to complete a business combination to February 12, 2024 without making any further deposits into the Trust Account, and (b) to change the Charter by removing the requirement to have net tangible assets of at least $5,000,001 upon consummation of a Business Combination.

In connection with the Second Extension Meeting, 570,224 shares were tendered for redemption. As a result, approximately $6.05 million (approximately $10.62 per share), after deducting allowable taxes, will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company has 682,148 public shares of common stock outstanding.

As of September 25, 2023, there was approximately $7,285,885 in Abri’s trust account. On September 25, 2023, the last sale price of Abri’s shares of Common Stock was $10.95.

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 51.

Abri’s board of directors recommends that Abri stockholders vote “FOR” approval of each of the Proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2023, and is first being mailed to stockholders of Abri, DLQ Parent and DLQ on or about [•], 2023.

ABRI SPAC I, INC.
2093 Philadelphia Pike #1968
Claymont, DE 19703
Telephone: (650) 560-4753

NOTICE OF SPECIAL MEETING OF
ABRI SPAC I, INC. STOCKHOLDERS
To Be Held on [•]

To Abri SPAC I, Inc. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of Abri SPAC I, Inc. (“Abri,” “we,” “our” or “us”), which will be held at [•] [•].m., Eastern time, on [•], 2023, at [•] (the “Meeting”). In light of COVID-19 we will hold the Meeting virtually. You can participate in the virtual Meeting as described in “The Meeting.”

During the Meeting, Abri’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

•        To consider and vote upon a proposal to approve the transactions contemplated under the Merger Agreement dated as of September 9, 2022 (the “Merger Agreement”), by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between Abri and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of Abri (the “Business Combination” or
“Merger”), a copy of which is attached to this proxy statement/prospectus as Annex A. This Proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To consider and vote upon a proposal to approve the Second Amended and Restated Certificate of Incorporation of Abri, a copy of which is attached to this proxy statement/prospectus as Annex B-2 (the “Amended Charter”) to, among other things, change Abri’s name to “Collective Audience, Inc.,” increase the total number of authorized shares of Common Stock from 100,000,000 to 200,000,000 and the number of authorized shares of preferred stock from 1,000,000 to 100,000,000, remove classes of the Combined Company’s directors and remove blank check company provisions, to be effective upon the consummation of the Business Combination (the “Closing”). This Proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

•        To consider and vote upon a proposal to approve the Amended and Restated Bylaws of Abri, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Amended Bylaws”) to, among other things, set the procedures to nominate directors, reduce the quorum requirement for directors to transact business, allow Abri shares of stock to be uncertificated at the discretion of the board, increase the voting requirement to repeal or amend the “Indemnification” section and remove the ability of the stockholders to call a special meeting, to be effective upon Closing. This Proposal is referred to as the “Bylaws Amendment Proposal” or “Proposal No. 3.”

•        To approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Amended Charter, as compared to our Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as seven separate sub-proposals. These sub-proposals are referred to as the “Governance Advisory Proposals” or “Proposal Nos. 4A-4G.”

•        To consider and vote upon a proposal to elect, effective as of Closing, Brent Suen, Christopher Hardt, Nadine Watt, Elisabeth DeMarse and Denis Duncan to serve on the Board until their respective successors are duly elected and qualified. This Proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

•        To consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than twenty percent (20%) of the issued and outstanding shares of Common Stock and the resulting change in control in connection with the Merger. This Proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 6.”

•        To consider and vote upon a proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event Abri does not receive the requisite stockholder vote to approve the Proposals. This Proposal is called the “Adjournment Proposal” or “Proposal No. 7.”

The Business Combination Proposal is conditioned upon the approval of Proposal Nos. 2, 3, 5, and 6. Proposal Nos. 2, 3, 4, 5, and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, Abri will not consummate the Business Combination. If Abri does not consummate the Business Combination and fails to complete an initial business combination by February 12, 2024, Abri will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Approval of the Business Combination Proposal, the Bylaws Amendment Proposal, the Governance Advisory Proposals, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock. Approval of the Director Election Proposal will require the plurality of votes cast.

As of September 25, 2023, there were 2,410,226 shares of Common Stock issued and outstanding and entitled to vote. Only Abri stockholders who hold Common Stock of record as of the close of business on September 1, 2023 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus is first being mailed to Abri stockholders on or about [•], 2023.

Investing in Abri’s securities involves a high degree of risk. See “Risk Factors” beginning on page 51 for a discussion of information that should be considered in connection with an investment in Abri’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of Common Stock online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Morrow Sodali LLC, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Abri’s board of directors recommends that Abri stockholders vote “FOR” approval of each of the Proposals. When you consider Abri’s board of director’s recommendation of these Proposals, you should keep in mind that Abri’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Abri Stockholders: The Business Combination — Interests of Abri’s Directors, Officers and Certain Stockholders in the Business Combination.”

On behalf of the Abri Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I)(A) HOLD PUBLIC SHARES OF COMMON STOCK OR (B) HOLD PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING SHARES OF COMMON STOCK PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC UNITS; AND (II) PRIOR TO [•] P.M., EASTERN TIME, ON [•], 2023, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT ABRI REDEEM YOUR PUBLIC SHARES OF COMMON STOCK FOR CASH AND (B) DELIVER YOUR PUBLIC SHARES OF COMMON STOCK AND/OR PUBLIC UNITS (IF APPLICABLE) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Abri that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Abri with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Toll Free: (800) 662-5200
Collect: (203) 658-9400
Email: ASPA.info@investor.morrowsodali.com

If you would like to request documents, please do so no later than [•], to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Abri and DLQ.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Abri, constitutes a prospectus under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate 11,400,000 shares of Abri Common Stock to be issued to DLQ Parent under the Merger Agreement, including the 3,762,000 Dividend Shares to be issued to the DLQ Parent Stockholders in connection with the Merger Agreement. This document also constitutes a proxy statement under Section 14(a) of the Exchange Act of Abri SPAC I, Inc. It also constitutes a notice of meeting with respect to the Abri SPAC I, Inc. Special Meeting. A separate proxy statement and notice of a special meeting with respect to DLQ Parent will be filed separately by DLQ Parent.

You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Abri, DLQ Parent, nor DLQ has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement/prospectus may change after the date of this proxy statement. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

Information contained in this proxy statement/prospectus regarding Abri and its business, operations, management and other matters has been provided by Abri and information contained in this proxy statement/prospectus regarding DLQ and its business, operations, management and other matters has been provided by DLQ.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements, which are attached to this proxy statement/prospectus as annexes and/or filed as exhibits to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part and incorporated by reference into this proxy statement/consent solicitation statement/prospectus. All such exhibits are available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov. See the section of this proxy statement/consent solicitation statement/prospectus entitled “Where You Can Find More Information.”

MARKET AND INDUSTRY DATA

Certain information contained in this proxy statement/prospectus relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Abri’s and DLQ’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus, the terms, “we,” “us,” “our” or “Abri” refer to Abri SPAC I, Inc., a Delaware corporation. Further, in this document, the term:

•        “Abri Warrants” or “Warrants” refers to the redeemable warrants that entitle the holder of each whole warrant to purchase one share of Common Stock at a price of $11.50 per share, consisting of the Public Warrants and the Private Warrants.

•        “Amended Charter” means the Second Amended and Restated Certificate of Incorporation of Abri.

•        “Ancillary Agreements” means the agreements contemplated by the Merger Agreement.

•        “ASC” means the Accounting Standards Codification.

•        “Board” means the board of directors of Abri.

•        “Business Combination” or “Merger” means the merger contemplated by the Merger Agreement.

•        “Certificate of Incorporation” or “Current Charter” means Abri’s current Amended and Restated Certificate of Incorporation.

•        “Closing” means the consummation of the Business Combination.

•        “Closing Date” means date of the consummation of the Business Combination.

•        “Code” means the Internal Revenue Code of 1986, as amended.

•        “Combined Company” means Abri after the Business Combination, renamed “Collective Audience, Inc.”

•        “Common Stock” means the shares of common stock, par value $0.0001 per share, of Abri prior to the Closing, and the Common Stock of the Combined Company following the Closing.

•        “Continental” means Continental Stock Transfer & Trust Company, Abri’s transfer agent.

•        “DLQ” means DLQ, Inc., a Nevada corporation and wholly-owned subsidiary of DLQ Parent.

•        “DLQ Investment” means the private placement in DLQ consummated on September 5, 2023.

•        “DLQ Management” means Brent Suen, the chief executive officer of DLQ, Chris Andrews as Chief Operating Officer of the combined company and Robb Billy as Chief Financial officer of the combined company.

•        “DLQ Parent” means Logiq, Inc., a Delaware corporation and parent company of DLQ.

•        “DLQ Parent Stockholders” means the approximate 548 holders of record of DLQ Parent common stock as of December 31, 2022.

•        “Earnout Consideration” or “Earnout Shares” means both the Management Earnout Shares and the Sponsor Earnout Shares.

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

•        “Extension Meeting” means a special meeting of Abri’s stockholders held on December 9, 2022 whereby Abri’s stockholders approved (i) a proposal to amend Abri’s amended and restated certificate of incorporation, and (ii) a proposal to amend the Management Trust Agreement between the Company and Continental Stock &Transfer Company, or the “Transfer Agent”, to extend the date by which Abri has to consummate a business combination from February 12, 2022 until August 12, 2023, on an as needed, month-to-month basis, by depositing an additional $87,500 into the Trust Account for each such one-month extension.

•        “Fully Diluted Company Shares” means the sum, without duplication, of (a) all shares of DLQ Common Stock that are issued and outstanding immediately prior to the Effective Time plus (b) all shares of DLQ Common Stock issuable upon conversion, exercise or exchange of any other in-the-money securities of DLQ convertible into or exchangeable or exercisable for shares of DLQ Common Stock.

•        “founder shares” means the 1,433,480 outstanding shares of Common Stock held by the Sponsor, sold for an aggregate purchase price of $25,000 on April 12, 2021.

•        “GAAP” means accounting principles generally accepted in the United States of America.

•        “HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

•        “Initial Stockholders” means the Sponsor and other initial holders of Common Stock and Private Units, excluding the holders of the Representative Shares.

•        “IPO” refers to the initial public offering of 5,000,000 Units of Abri consummated on August 12, 2021.

•        “IRS” means the United States Internal Revenue Service.

•        “Management Earnout Shares” means the shares of Abri Common Stock issued to certain management of DLQ pursuant to the Management Earnout Agreement.

•        “Meeting” means the special meeting of the stockholders of Abri, which will be held at [•] [•].m., Eastern time, on [•], 2023.

•        “Merger Agreement” means that certain Merger Agreement, dated as of September 9, 2022, by and among Abri, Merger Sub, DLQ, and DLQ Parent.

•        “Merger Sub” means Abri Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Abri.

•        “Per Share Merger Consideration” means an amount equal to $114,000,000, divided by the number of Fully Diluted Company Shares of DLQ.

•        “Private Placement” means the private placement entered into by Abri and the Sponsor, which was consummated simultaneously with the IPO.

•        “Private Units” means the 294,598 Units issued to the Sponsor pursuant to the Private Placement.

•        “Private Warrants” means the 294,598 Warrants included as components of the Private Units that entitle the holder of each whole warrant to purchase one share of Common Stock at a price of $11.50 per share in a private placement.

•        “public stockholders” means holders of shares of Common Stock excluding founder shares.

•        “Public Warrants” means the Warrants included in the Units that entitle the holder of each whole warrant to purchase one share of Common Stock at a price of $11.50 per share.

•        “Representative” or “Chardan Capital Markets” means Chardan Capital Markets, the representative of the underwriters in the IPO.

•        “SEC” means the U.S. Securities and Exchange Commission.

•        “Second Extension Meeting” means a special meeting of Abri’s stockholders held on August 7, 2023 whereby Abri’s stockholders approved the proposal to amend the Company’s Charter: (a) giving the Company the right to extend the date by which it has to complete a business combination to February 12, 2024 without making any further deposits into the Trust Account, and (b) to change the Charter by removing the requirement to have net tangible assets of at least $5,000,001 upon consummation of a Business Combination. We refer to the amendments to the certificate of incorporation and to the Trust Agreement collectively as the “August Amendments.”

•        “Securities Act” means the Securities Act of 1933, as amended.

•        “Sponsor” means Abri Ventures I, LLC, a Delaware limited liability company.

•        “Sponsor Earnout Shares” means the shares of Abri Common Stock issuable to the Sponsor pursuant to the Sponsor Earnout Agreement.

•        “Surviving Corporation” means the corporation surviving the Merger as a wholly owned subsidiary of Abri.

•        “Trust Account” means Abri’s trust account maintained by Continental.

•        “Trust Agreement” means the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, dated August 9, 2021, as amended on December 9, 2022 and August 9, 2023.

•        “Unit Purchase Option” means the option granted to Chardan Capital Markets to purchase up to 344,035 Units in addition to those sold in the IPO and the Private Placement.

•        “Units” means the units of Abri issued in the IPO, each consisting of one share of Common Stock and one Warrant.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference herein contain certain forward-looking statements, within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended (“PSLRA”). Investors should note that on April 8, 2021, the staff of the SEC issued a public statement entitled “SPACs, IPOs and Liability Risk under the Securities Laws,” in which the SEC staff indicated that there is uncertainty as to the availability of the safe harbor under the PSLRA in connection with a merger with a special purpose acquisition company. Investors should also note that on March 30, 2022, the SEC announced the proposal of new rules and amendments concerning special purpose acquisition companies (“SPACs”) that, if adopted, would, among other things, prohibit SPACs from taking advantage of the liability safe harbor in the Private Securities Litigation Reform Act of 1995 regarding forward-looking statements in SEC filings and with respect to business combination transactions.

Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this proxy statement/prospectus regarding the proposed transactions contemplated by the Merger Agreement, including the benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, achievement of the Earnout Consideration, other performance metrics, projections of market opportunity, expected management and governance of the Combined Company and expected timing of the Merger. There is a possibility that the Company’s sponsor or its affiliates may purchase the Company’s securities in open market or private transactions outside of the redemption process, for purposes of ensuring that certain Nasdaq initial listing requirements will be met and therefore, increasing the likelihood that the Business Combination will close. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these statements are based on various assumptions, whether or not identified in this proxy statement/prospectus and on the current expectations of Abri’s and DLQ’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Abri and DLQ. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Abri’s and DLQ’s control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, investors and securityholders of Abri should not rely on any of these forward-looking statements.

Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Merger Agreement and the proposed transaction contemplated thereby; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Abri, DLQ Parent or DLQ or other conditions to closing in the Merger Agreement; (3) the inability to project with any certainty the amount of cash proceeds remaining in the Trust Account at Closing; (4) the uncertainty relative to the cash made available to DLQ at Closing should any material redemption requests be made by the Abri stockholders (since the sources of cash projected in the exhibit to this proxy statement/prospectus assume that no redemptions will be requested by Abri stockholders); (5) the inability of the Combined Company to obtain or maintain the listing of its securities on Nasdaq following the Merger; (6) the amount of costs related to the Merger; (7) DLQ’s ability to yield sufficient cash proceeds from the transaction to support its short-term operations and research and development efforts; (8) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement following the announcement of the proposed Merger; (9) changes in applicable laws or regulations; (10) the ability of DLQ to meet its post-Closing financial and strategic goals due to competition, among other things; (11) the ability of the Combined Company to grow and manage growth profitability and retain its key employees; (12) the possibility that the Combined Company may be adversely affected by other economic, business and/or competitive factors; (13) risks relating to the successful retention of

DLQ’s customers; (14) the potential impact that the COVID-19 pandemic may have on DLQ’s customers, suppliers, vendors, regulatory agencies, employees and the global economy as a whole; (15) the expected duration over which DLQ’s balances will fund its operations; and (16) other risks and uncertainties described herein, as well as those risks and uncertainties indicated in Abri’s final prospectus filed with the SEC on August 11, 2021 in connection with Abri’s initial public offering, particularly those under the “Risk Factors” sections therein, and in Abri’s other filings with the SEC. Abri cautions that the foregoing list of factors is not exclusive. If any of these risks materialize or Abri’s, DLQ Parent’s or DLQ’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Abri, DLQ Parent, nor DLQ presently know, or that Abri, DLQ Parent and DLQ currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Abri, DLQ Parent and DLQ’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this proxy statement/prospectus and the attachments hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Investors and securityholders of Abri should not place undue reliance on forward-looking statements in this proxy statement/prospectus and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Abri and DLQ described above. Abri and DLQ anticipate that subsequent events and developments will cause their assessments to change.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Abri, DLQ Parent, DLQ or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Abri and DLQ undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. Accordingly, undue reliance should not be placed upon the forward-looking statements.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of Abri, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     Abri, Merger Sub, DLQ Parent and DLQ, have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. This registration statement is registering the aggregate 11,400,000 Abri common shares to be issued to DLQ Parent in connection with the Merger Agreement, which includes 3,762,000 Dividend Shares to be distributed to the DLQ Parent’s public stockholders (“DLQ Parent Stockholders”) concurrent with the Closing, which represents 33% of the Merger Consideration Shares, 1,600,000 to be distributed to the DLQ Investors, which represents 14% of the Merger Consideration Shares, and the remaining 53% will be distributed to DLQ Parent, all or some of which may be distributed to DLQ Management. In addition, DLQ Management are eligible to receive up to 2,000,000 Management Earnout Shares. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned Common Stock at the close of business on September 1, 2023, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

Q:     What is being voted on?

A:     Below are the Proposals that the Abri stockholders are being asked to vote on:

•        Proposal No. 1 — The Business Combination Proposal to approve the Merger Agreement and the Business Combination.

•        Proposal No. 2 — The Charter Amendment Proposal to approve the Second Amended and Restated Certificate of Incorporation attached to this proxy statement/prospectus as Annex B-2.

•        Proposal No. 3 — The Bylaws Amendment Proposal to approve the Amended and Restated Bylaws attached to this proxy statement/prospectus as Annex C.

•        Proposal Nos. 4A-4G — The Governance Advisory Proposals to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Amended Charter, as compared to our Current Charter.

•        Proposal No. 5 — The Director Election Proposal to elect, effective as of Closing, Christopher Hardt, Brent Suen, Nadine Watt, Elisabeth DeMarse and Denis Duncan to serve on the Board until their respective successors are duly elected and qualified.

•        Proposal No. 6 — The Nasdaq Proposal to approve the issuance of more than twenty percent (20%) of the issued and outstanding shares of Common Stock in connection with the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a).

•        Proposal No. 7 — The Adjournment Proposal to approve the adjournment of the Meeting.

Q:     What vote is required to approve the Proposals?

A:     Proposal No. 1 — The Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. An abstention will have the effect of a vote “AGAINST” Proposal No. 1. Broker non-votes will have no effect on the vote for Proposal No. 1.

Proposal No. 2 — The Amendment to the Current Charter and the Charter Amendment Proposal requires the affirmative vote of 65% of the issued and outstanding shares of Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 2.

Proposal No. 3 — The Bylaws Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote. An abstention will have the effect of a vote “AGAINST” Proposal No. 3. Broker non-votes will have no effect on the vote for Proposal No. 3. The Bylaws Amendment Proposal will set the procedures to nominate directors; reduce the quorum requirement for directors to transact business; allow Abri shares of stock to be uncertificated at the discretion of the board; increase the voting requirement to repeal or amend the “Indemnification” section, as more fully described herein; and remove the ability of the stockholders to call a special meeting.

Proposal Nos. 4A-4G — The Governance Advisory Proposals require the affirmative vote of the majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote on a non-binding advisory basis. Abstentions will have the effect of a vote “AGAINST” Proposal Nos. 4A-4G. Broker non-votes will have no effect on the vote for Proposal Nos. 4A-4G.

Proposal Nos. 4A-4G are as follows:

•        Governance Advisory Proposal A — To change the name of the Company after the Merger to Collective Audience, Inc.

•        Governance Advisory Proposal B — To change the number of authorized shares of capital stock of the Company from 100,000,000 to 200,000,000.

•        Governance Advisory Proposal C — To change the number of authorized shares of preferred stock from 1,000,000 to 100,000,000.

•        Governance Advisory Proposal D — To remove blank check company/special purpose acquisition company provisions.

•        Governance Advisory Proposal E — To remove the classification of board of directors’ provisions to only one class.

•        Governance Advisory Proposal F — To add antitakeover provisions.

•        Governance Advisory Proposal G — To change the amendment of charter provision, which will require the approval of holders of at least a majority of the voting power of the outstanding shares of capital stock.

The Governance Advisory Proposals will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting vote “FOR” the Governance Advisory Proposals.

The Business Combination is not conditioned upon the approval of the Governance Advisory Proposals.

As discussed above, a vote to approve each of the Governance Advisory Proposals is an advisory vote, and therefore, is not binding on Abri, DLQ or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Abri and DLQ intend that the Amended Charter, in the form attached to this proxy statement/prospectus as Annex B-1 and B-2 and containing the provisions noted above, will take effect at Closing, assuming approval of the Amendment to the Current Charter Proposal and the Charter Amendment Proposal.

Proposal No. 5 — The Director Election Proposal requires a plurality of the votes cast. The proposed directors will be Christopher Hardt, Brent Suen, Nadine Watt, Elisabeth DeMarse and Denis Duncan. Withhold votes and broker non-votes will have no effect on the vote for Proposal No. 5.

Proposal No. 6 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal No. 6. Broker non-votes will have no effect on the vote for Proposal No. 6.

Proposal No. 7 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal No. 8. Broker-non votes

have no effect on the vote for Proposal No. 8. The Adjournment Proposal, if adopted, will approve the chairman’s adjournment of the Meeting to a later date to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes received at the time of the Meeting to approve the other Proposals.

Q:     Are any of the Proposals conditioned on one another?

A:     The Business Combination Proposal is conditioned upon the approval of Proposal Nos. 2, 3, 5, and 6. Proposal Nos. 2, 3, 4, 5, and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, Abri will not consummate the Business Combination. If Abri does not consummate the Business Combination and fails to complete an initial business combination by February 12, 2024, Abri will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Q:     What will happen in the Business Combination?

A:     At Closing, Merger Sub will merge with and into DLQ, with DLQ surviving the Merger as the surviving entity. Upon consummation of the Business Combination, DLQ will become a wholly-owned subsidiary of Abri. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by public stockholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     How will the Initial Stockholders vote?

A:     Pursuant to a letter agreement, the Initial Stockholders agreed to vote their respective shares of Common Stock acquired by them prior to the IPO and any shares of Common Stock purchased by them in the open market after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). In addition, in connection with the execution of the Merger Agreement, the Initial Stockholders entered into the Parent Stockholder Support Agreement with DLQ pursuant to which they agreed to vote all shares of Common Stock beneficially owned by them in favor of the Business Combination Proposal. As of September 1, 2023, a total of 1,728,078 shares of Common Stock or approximately 72% of the outstanding shares were subject to the letter agreement and the Parent Stockholder Support Agreement. As a result, no shares of Common Stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the then outstanding shares of Common Stock present and entitled to vote at the Meeting, assuming only the minimum number of shares of Common Stock to constitute a quorum is present, no shares of Common Stock held by the public stockholders are needed to vote in favor of the Business Combination Proposal for it to be approved.

Q:     How many votes do I and others have?

A:     You are entitled to one vote for each share of Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were 2,410,226 outstanding shares of Common Stock.

Q:     What is the consideration being paid to DLQ securityholders?

A:     DLQ Parent will receive 11,400,000 shares of Common Stock, of which 3,762,000 (or 33%) will be distributed to DLQ Parent’s securityholders as the Dividend Shares, 1,600,000 (or 14%) will be distributed to DLQ Investors, and the remaining 6,038,000 shares (or 53%) will be distributed to DLQ Parent, all or some of which may be distributed to DLQ Management. Additionally, certain members of DLQ’s management have the contingent right to receive up to 2,000,000 of the Management Earnout Shares.

Q:     What equity stake will current stockholders of Abri, DLQ and DLQ Parent Stockholders hold in the Combined Company after the Closing?

A:     In connection with the Extension Meeting held on December 9, 2022 to extend the time the Company has to consummate a Business Combination, public stockholders of Abri Common Stock requested redemption of 4,481,548 shares or 78% of the public shares of Common Stock. In connection with the Second Extension Meeting held on August 7, 2023, public stockholders of Abri Common Stock requested redemption of 570,224 shares or

45% of the public shares of Common Stock. It is anticipated that upon Closing, public stockholders will retain an ownership interest of approximately 4.9% in the Combined Company. The Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 12.5% of the Combined Company. The Representative will retain an ownership interest of approximately 0.2% of the Combined Company. DLQ Parent will own approximately 43.6% of the Combined Company, the DLQ Parent Stockholders will own approximately 27.2% of the Combined Company and the DLQ PIPE Investors will own approximately 11.6% of the Combined Company upon the distribution of the Dividend Shares. DLQ Management currently own approximately 1.01 million shares or 1.8% of DLQ Parent. There are no stockholders of DLQ Parent that hold more than 10% of its common stock. Please also review pages 35 – 38, “Ownership of the Combined Company After the Closing” and “Potential Impact of Additional Dilution.”

The ownership percentages set forth above with respect to the Combined Company do not take into account the redemption of any additional shares of Common Stock by the public stockholders or the issuance of any Earnout Shares, which include up to 1,000,000 Earnout Shares to be distributed to the Sponsor and up to 2,000,000 Earnout Shares to be distributed to DLQ Management, if certain milestones are achieved after the business combination. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Abri stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What equity stake will the Sponsor and its affiliates hold in the Combined Company, and what is the value of such interest?

A:     In connection with the Second Extension Meeting held on August 7, 2023, public stockholders of Abri Common Stock requested redemption of 570,224 shares or 45% of the public shares of Common Stock. Immediately after Closing, assuming no additional redemption of shares of Common Stock for cash, the Sponsor and any affiliates will retain an ownership interest of approximately 12.5% in the Combined Company, which will have an estimated value of $18.9 million based on the value of the Merger Consideration at $10.00 per share, and taking into account the trading prices of $10.95 as of September 25, 2023. Assuming maximum redemption of shares of Common Stock for cash, the Sponsor will retain an ownership interest of approximately 13.1% in the Combined Company, assuming that no Private Warrants held by the Sponsor are exercised. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Sponsor and its affiliates will be different.

Q:     What is the cash value of the securities and any other consideration that (i) the public holders of Common Stock, (ii) holders of Public Warrants, (iii) the Sponsor and its affiliates (iv) the Representative and (v) the DLQ securityholders and DLQ Parent will receive pursuant to the Business Combination?

A:     After the Business Combination, after taking into account the Management Earnout Shares, the Sponsor Earnout Shares and the payouts pursuant to the Warrant Revenue Sharing Side Letter (all more fully described and defined herein), (a) assuming that no additional existing public stockholders exercise their redemption rights and (b) all the milestones described below are achieved pursuant to the Merger Agreement, the Management Earnout Agreement and Sponsor Earnout Agreement, (i) the public stockholders will own approximately 0.7 million shares of Common Stock or 4.9% of the issued Combined Company’s shares of Common Stock, with a cash value of $6.8 million, based on the value of the Merger Consideration at $10.00 per share; or $20.5 million, based on the value of Common Stock at $30.00 post-Merger; (ii) the Abri Public Warrant holders will own approximately 5.7 million shares of Common Stock, or 25.1% of the issued Combined Company’s shares of Common Stock upon exercise of the Public Warrants (assuming the price of the Common Stock is above the exercise price of $11.50 per share) with cash proceeds of $65.9 million, and a cash value of $172.0 million, based on the value of Common Stock at $30.00 post-Merger; (iii) the Sponsor and its affiliates will collectively own up to 2,817,350 shares of Common Stock, or 12.3% of the issued Combined Company’s shares of Common Stock with a cash value of $84.5 million, including the Sponsor Earnout Shares and the underlying Common Stock from the cashless exercise of the Abri Private Warrants (assuming the price of the Common Stock is at $16.50 when the Private Warrants are exercised at $11.50), based on the value of the Common Stock at $30.00 post-Merger; (iv) the Representative (as defined below) will own 238,506 shares of Common Stock, or 1.1% of the issued Combined Company’s shares of Common Stock with a cash value of $7.2 million (assuming the price of Common Stock is at $16.50 when the Unit Purchase Option and the underlying warrants are exercised at $11.50 on a cashless basis), based on the value of the Common Stock at $30.00 post-Merger; (v) after the

issuance of the Dividend Shares DLQ Parent will own 6,038,000 shares of Common Stock, or 26.4% of the issued Combined Company’s shares of Common Stock with a cash value of $181 million, based on the value of the Common Stock at $30.00; (vi) DLQ Parent Stockholders will own 3,762,000 shares of Common Stock, or 16.4% of the issued Combined Company’s shares of Common Stock with a cash value of $112.9 million, based on the value of the Common Stock at $30.00; and certain members of DLQ Management will own 2,000,000 shares of Common Stock, or 8.7% of the issued Combined Company’s shares of Common Stock with a cash value of $60 million, based on the value of the Common Stock at $30.00 when the 2,000,000 Management Earnout Shares are fully achieved (but not including any Dividend Shares that may be distributed to them from DLQ Parent). If the price of Common Stock is below $11.50 per share and there is no exercise of Abri Warrants, these percentages will change. If any of the remaining public stockholders exercise their redemption rights, the anticipated percentage ownership of Abri’s existing stockholders will be reduced. Please see page 35 for a full analysis of the different redemption scenarios “Ownership of the Combined Company After the Closing.”

•        First Milestone Event: the closing price of the shares of Common Stock is greater than or equal to $16.50 per share over any twenty (20) consecutive trading days during the first year after Closing (the “First Milestone Event”);

•        Second Milestone Event: the closing price of the shares of Common Stock is greater than or equal to $23.00 per share over any twenty (20) consecutive trading days during the first two years after Closing (the “Second Milestone Event”);

•        Third Milestone Event: the closing price of the shares of Common Stock is greater than or equal to $30.00 per share over any twenty (20) consecutive trading days during the first three years after Closing (the “Third Milestone Event”).

Q:     If the Public Warrants are exercised, how will the proceeds be paid?

A:     In the event the price of Common Stock is greater than or equal to $16.50 per share over any twenty (20) consecutive trading days, the Public Warrants may be redeemed for $0.01 per Public Warrant unless the holder thereof exercises such Public Warrant. If the Public Warrants are exercised at $11.50 per share, the proceeds will be distributed as follows: 80% to the Company, and 20% to the Sponsor. For more information, see “Summary of the Proxy statement — Agreements to be Executed at Closing — Warrant Revenue Sharing Side Letter.” The actual proceeds will depend on the number of Public Warrants exercised. If 100% of the Public Warrants are exercised, the proceeds will be distributed as follows: $52,752,064 (or 80%) to the Company, $13,188,016 (or 20%) to the Sponsor.

Q:     Do the Public Warrant holders have different rights to those held by Private Warrant holders?

A:     Upon Closing, the Private Warrants will be identical to the Public Warrants. Currently, so long as the Private Warrants are held by our Sponsor or its permitted transferees, they a) will not be redeemable by us, and b) can be exercisable on a cashless basis. If the Private Warrants are held by holders other than our Sponsor or its permitted transferees, the Private Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. No Public Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares, and unless the last sales price of our shares of Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. It is our current intention to have an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares in effect promptly following consummation of an Initial Business Combination. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of our Initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise Public Warrants on a cashless basis. If the foregoing conditions are satisfied and we issue a notice of redemption, each Public Warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of Common Stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and limit our ability to complete the redemption.

Q:     Will the holders of Public Warrants be notified when the Public Warrants become eligible for redemption?

A:     If the conditions to redeem the Public Warrants are satisfied, Abri shall fix a date for the redemption (the “Redemption Date”) to redeem the Public Warrants at a price of $0.01 per Public Warrant (“Redemption Price”). Notice of redemption shall be mailed by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption to the registered holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the warrant register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Registered Holder received such notice. The Public Warrants may be exercised at any time after notice of redemption shall have been given and prior to the Redemption Date; provided that Abri may require the registered holder to exercise the Public Warrants on a cashless basis. On and after the Redemption Date, the registered holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

Q:     Do any of Abri’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Board to approve the Merger Agreement, Abri stockholders should be aware that certain Abri executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Abri stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 113. Our Current Charter provides that to the extent allowed by law, the doctrine of corporate opportunity shall not apply with respect to Abri’s officers or directors in circumstances where the application of such doctrine would conflict with any fiduciary duties or contractual obligations they may have. This provision had no impact on Abri’s search for an acquisition target.

Q:     What is the financial risk to the Sponsor and its affiliates with respect to the Business Combination?

A:     If an initial business combination, such as the Business Combination, is not completed by February 12, 2024, Abri will be required to dissolve and liquidate. In such event, the 1,433,480 founder shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The founder shares were purchased for an aggregate purchase price of $25,000. In addition, the 294,598 Private Units purchased by the Sponsor for a total purchase price of $2,945,980, will be worthless. The Units had an aggregate market value of approximately $3,240,578 based on the closing price of Units on the Nasdaq Stock Market as of September 25, 2023. Furthermore, any working capital loans and the extension payments extended to the Company by the Sponsor that are not paid back at the close of the Business Combination will be forgiven. As of January 31, 2023, the Sponsor has extended $1,450,000 of working capital loans through five promissory notes, and an additional $1,146,784 for two payments of $573,392 for the two three-month extensions. On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023 and July 10, 2023, Abri deposited $87,500 into the Trust Account for each one-month extension (or a total of $525,000) to extend the time to complete a business combination to August 12, 2023, bringing the total amount of extension payments to $1,671,784 through July 12, 2023. There are no additional out of pocket expenses. If the Business Combination is not consummated, the aggregate amount of approximately $6,267,764 will be lost. This includes $2,945,980 invested, the $1,650,000 in working capital loans as of June 30, 2023 and extension payments of $1,671,784 paid to the Company through July 12, 2023.

Q:     What interests does the Sponsor and its affiliates have in the Business Combination?

A:     The Sponsor, members of the Board and Abri’s executive officers and advisors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

•        At an Extension Meeting of Abri’s stockholders held on December 9, 2022, Abri’s stockholders approved (i) a proposal to amend Abri’s amended and restated certificate of incorporation, and (ii) a proposal to amend the Management Trust Agreement with the Transfer Agent, to extend the date by which Abri has to consummate a business combination from February 12, 2023 until August 12, 2023, on an as needed, month-to-month basis (each an “Extension”), by depositing an additional $87,500 (a “Contribution”) into the Trust Account for each such one-month Extension (referred to as the “December 9 Amendments”). The Sponsor would make aggregate Contributions in the amount of $525,000 to extend the time to complete a business combination to August 12, 2023.

•        On August 7, 2023, at the Second Extension Meeting, the stockholders approved the proposal to amend the Company’s Charter: (a) giving the Company the right to extend the date by which it has to complete a business combination to February 12, 2024 without making any further deposits into the Trust Account, and (b) to change the Charter by removing the requirement to have net tangible assets of at least $5,000,001 upon consummation of a Business Combination.

•        If an initial business combination, such as the Business Combination, is not completed by February 12, 2024, Abri will be required to dissolve and liquidate.

•        If the Business Combination is not approved, in accordance with our Charter, the 1,433,480 founder shares held by our Sponsor, our officers and directors, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 294,598 shares of Common stock and 294,598 Private Warrants that were included in the Private Units acquired simultaneously with the IPO and in connection with the exercise of the overallotment option, for an aggregate purchase price of $2,945,980. Irrespective of existing lock-up agreements that impose restrictions on the transfer of the founder shares, the shares of Common Stock in the Private Units and Private Warrants, such founder shares together with the shares of Common Stock in the Private Units, and Private Warrants had an aggregate market value of approximately $3,249,416 based on the last sale price of $10.95 and $0.08, respectively, on Nasdaq on September 25, 2023

•        The Sponsor may receive up to $13,188,016 (or 20%) of the proceeds of the exercise of the Public Warrants, if the Public Warrants are exercised at $11.50 per share. The Public Warrants may be redeemed for $0.01 per Public Warrant unless the holder thereof exercises such Public Warrant, so long as the price per share of the Company’s stock is above $16.50 for over any twenty (20) consecutive trading days. For more information, see “Summary of the Proxy statement — Agreements to be Executed at Closing — Warrant Revenue Sharing Side Letter”;

•        the fact that the Sponsor may receive up to 1,000,000 Earnout Shares if the Company achieves certain milestones as follows:

250,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the First Milestone Event (as defined in the Sponsor Earnout Agreement), which would have a value of $4,125,000 with the stock price at $16.50;

350,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Sponsor Earnout Agreement), which, including the first tranche of 250,000 Earnout Shares, would have a total value of $13,800,000 with the stock price at $23.00; and

400,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Sponsor Earnout Agreement), which, including the first tranche of 250,000 Earnout Shares plus the second tranche of 350,000 Earnout Shares, would have a total value of $30,000,000 with the stock price at $30.00.

•        If the Business Combination is completed, assuming the stock price of the Combined Company is $30.00 per share, and (i) the Public Warrants are exercised; (ii) the Private Warrants are exercised on a cashless exercise basis; (iii) all Earnout Share Milestones are achieved; and (iv) the Sponsor and its affiliates still hold 1,728,078 shares of Common stock (which includes 1,433,480 founder shares plus 294,598 shares included in the Private Units), the Sponsor stands to gain up to $13,188,016 for the exercise of the Public Warrants; $2,678,164 in value for the 89,272 shares with the cashless exercise of the Private Warrants; $30,000,000 in value of the Earnout Shares; and $51,842,340 in value of the 1,728,078 shares held, for a total of $97,708,520.

•        On March 8, 2022, the Company issued a convertible promissory note (the “First Working Capital Note”) to the Sponsor. Pursuant to the First Working Capital Note, the Sponsor agreed to loan us an aggregate principal amount of $300,000. On April 4, 2022, the Company issued a second convertible promissory note for an aggregate principal amount of $500,000 (the “Second Working Capital Note”) to the Sponsor. On August 26, 2022, the Company issued a third convertible promissory note for an aggregate principal amount of $300,000 (the “Third Working Capital Note”) to the Sponsor. On November 22, 2022, the Company issued a fourth convertible promissory note for an aggregate principal

amount of $150,000 (the “Fourth Working Capital Note”) to the Sponsor. On January 17, 2023, the Company issued a fifth convertible promissory note for an aggregate principal amount of $200,000 (the “Fifth Working Capital Note”) to the Sponsor. On February 10, 2023, the Company issued a sixth convertible promissory note for an aggregate principal amount of $150,000 (the “Sixth Working Capital Note”) to the Sponsor, and on July 31, 2023, the Company issued a seventh working capital note in the amount of $11,250 (the “Seventh Working Capital Note”) to the Sponsor (the First Working Capital Note through the Seventh Working Capital Notes are hereinafter referred to as the “Working Capital Notes”). The Working Capital Notes were issued to fund working capital of the Company. The Working Capital Notes are non-interest bearing and all outstanding amounts under the Working Capital Notes will be due on the date on which we consummate our initial business combination (the “Maturity Date”).

•        On August 5, 2022, Abri deposited $573,392 into the trust account of ABRI (the “Trust Account”), to extend the time to complete a Business Combination until November 12, 2022. On November 1, 2022, Abri deposited $573,392 into the Trust Account for the second of two three-month extensions to extend the time to complete a Business Combination until February 12, 2023.

•        On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023 and July 10, 2023, Abri deposited $87,500 for each one-month extension (or $525,000 in total) into the Trust Account to extend the time to complete a business combination to August 12, 2023. On August 7, 2023, at Abri’s Second Extension Meeting, the stockholders approved a proposal to extend the date to complete a business combination to February 12, 2024 with no additional amounts to be deposited into the Trust Account.

•        If we are unable to complete a business combination and distribute the proceeds held in trust to our public stockholders, our Sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us;

•        All rights specified in the Company’s Charter as amended on December 9, 2022 and August 9, 2023 relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Business Combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.

•        The exercise of Abri’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

•        Our Sponsor, officers, directors, initial stockholders or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Business Combination is not completed, including any balances outstanding on any Working Capital Notes, as described herein, issued to Abri by the Sponsor. As of June 30, 2023, $1,650,000 is outstanding from the Working Capital Notes, $1,146,784 for two payments of $573,392 for the two three-month extensions, plus five payments of $87,500 ($437,500) for a one-month extension, and there are no out-of-pocket expenses owed to Abri’s officers, directors or Sponsor.

•        If a business combination is not consummated, and there are insufficient funds to repay the Working Capital Notes, the automatic extension payments of $1,146,784, the six one-month extension payments of $87,500 for a total of $1,671,784 in extension payments through August 12, 2023, and any further Extension payments made, all unpaid amounts would be forgiven. All or a portion of the amounts outstanding under the Working Capital Notes may be converted on the Maturity Date into Units at a price of $10.00 per Unit at the option of the Sponsor. The Units would be identical to the Company’s outstanding Private Units that were issued to the Sponsor in the Private Placement. The Working Capital Notes contain customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the Sponsor.

In light of the foregoing, the Sponsor and its affiliates will receive material benefits from Closing and may be incentivized to complete the Business Combination with DLQ rather than liquidate even if (i) DLQ is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and its affiliates may have interests in Closing that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and its affiliates who hold founder shares or Private Warrants may receive a positive return on their investment(s), even if the public stockholders experience a negative return on their investment after consummation of the Business Combination.

These interests may influence Abri’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. (Please also refer to question and answer on page 9 above, “What is the cash value of the securities and any other consideration that (i) the public holders of Common Stock, (ii) holders of Public Warrants, (iii) the Sponsor and its affiliates (iv) the Representative and (v) the DLQ securityholders and DLQ Parent will receive pursuant to the Business Combination?”)

Q:     Are there any arrangements to help ensure that Abri will have sufficient funds, together with the proceeds in its Trust Account, to fund the consideration?

A:     Yes. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions.

On September 5, 2023, DLQ entered into an agreement with certain institutional investors (the “Investors”) for a $5 million investment in DLQ (the “DLQ Investment”) in the form of convertible promissory notes issued by DLQ (the “DLQ Notes”). The DLQ Notes shall convert into such number of shares of common stock of DLQ (the “Conversion Shares”), that would be exchanged for 1,600,000 Merger Consideration Shares at the Closing. As a condition to the DLQ Investment, the Investors requested an assurance mechanism from DLQ to protect the Investors in the event they were unable to recoup the full value of the DLQ Investment. DLQ agreed to put into escrow 1,500,000 Merger Consideration Shares (the “Reset Shares”), which shares would be released to the Investors to cover any reset in the amount of Merger Consideration Shares to cover the DLQ Investment amount until the DLQ Investment has been recouped by the Investors. In addition, approximately 6 million Merger Consideration Shares, not distributed to DLQ Parent Stockholders, shall be placed in an escrow account until the DLQ Investment has been recouped by the Investors, or all the Reset Shares have been released.

The DLQ Investment funds were put into an escrow account and released at Closing to pay certain fees and expenses in connection with the Business Combination, including closing costs including the deferred underwriter’s fee and for working capital. To the extent not utilized to consummate the Business Combination, the remaining proceeds from the DLQ Investment and the proceeds from the Trust Account after redemptions will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. Investors have also received a $5 million convertible note issued by DLQ Parent (the “LGIQ Note”), which shall, at the option of the Investors, convert into such number of shares of Common Stock of DLQ Parent (“LGIQ Shares”) derived by dividing $5 million by the volume weighted average share price of LGIQ on the day before the date of conversion.

To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account after redemptions will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. There have been no other marketing activities to date to secure financing from other unaffiliated or external parties.

         If the Combined Company needs additional capital, DLQ, DLQ Parent, Abri, and the Sponsor have agreed that Sponsor shall be the exclusive financing source of capital to fund the Combined Company after the Business Combination of up to $30 million, which capital shall be sourced by the Sponsor through debt or equity financings based upon acceptable market conditions available at that time.

In connection with Abri’s Extension Meeting held on December 9, 2022, where the stockholders approved certain proposals giving Abri the right to extend the date by which it has to complete a business combination six (6) times for an additional one (1) month each time, from February 12, 2023 to August 12, 2023, a total of 4,481,548 shares were tendered for redemption. Approximately $45,952,279 was withdrawn from Abri’s trust account (the “Trust Account”).

On August 7, 2023, Abri held a second special meeting of shareholders (the “Second Extension Meeting”) In connection with Abri’s Second Extension Meeting, the stockholders approved a proposal to extend the date to complete a business combination to February 12, 2024 and to remove the net tangible asset provision in the charter. In connection with the Second Extension Meeting, 570,224 shares were tendered for redemption. As a result, approximately $6.05 million (approximately $10.62 per share), after deducting allowable taxes, will be removed from the Company’s trust account to pay such holders.

Following redemptions, the Company has 682,148 public shares of common stock outstanding. As a result of the redemptions, we now have less liquidity and fewer round-lot holders of our public shares, which may make it more difficult to meet Nasdaq listing requirements. Since it is a condition to closing to receive the approval for listing by Nasdaq of the shares of Abri’s Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement, Abri’s reduced public float may make it more difficult for us to meet one of the Nasdaq listing requirements, and to consummate the Business Combination.

Q:     What is the potential impact of redemptions on the per share value of the shares owned by non-redeeming stockholders?

A:     If Abri stockholders elect to redeem their shares of Common Stock, the stock price per share of Common Stock may drop. Therefore, holders of Common Stock may experience a reduction in the value of their ownership of shares of Common Stock if they do not elect to redeem their shares. Please see “Summary of the Proxy Statement.”

Q:     What are the risks to Public Warrant holders, and does the trading price affect the Company’s ability to redeem the Public Warrants?

A:     The redemption criteria for our Warrants have been established at a price which is intended to provide Public Warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the Warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the Warrants; however, such redemption may occur at a time when the Warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our Common Stock had your Warrants remained outstanding. Historical trading prices for our Common Stock have not exceeded the $16.50 per share threshold at which the Public Warrants would become redeemable. However, this could occur in connection with or after Closing.

Q:     What is the value of warrants based upon recent trading prices that may be retained by redeeming stockholders assuming maximum redemptions and any resultant risks?

A:     Our Warrants are not redeemable and they trade separately from our Common Stock. As of September 25, 2023, we have 5,733,920 outstanding Warrants priced as at $0.08 per warrant, with an approximate total value of $458,713. These Warrants are exercisable at $11.50 per warrant and, if exercised, will increase the number of Common Stock outstanding which could possibly increase the volatility of the price of our Common Stock.

Q:     What are the reasons for the Board’s recommendation regarding the Business Combination with DLQ?

A:     The Board considered both positive and negative factors when recommending this transaction. It considered the current software services already offered by DLQ, the establishment of an existing platform that has been expanding through acquisition, and they have demonstrated a growing revenue base. The Board also considered the extensive competitive landscape for similar products and services and the risks associated with intellectual property protection, along with the ability of DLQ to create or acquire additional intellectual property. The Board obtained a fairness opinion in connection with its determination to proceed with the Business Combination even though the Current Charter only requires one if the target business is affiliated with the Sponsor, or the directors or officers of Abri. This transaction was negotiated between unrelated parties with no pre-existing relationship and no conflicts of interest were present. The fairness opinion dated December 4, 2022 provided by The Mentor Group, Inc. is attached hereto as Annex D.

Q:     When and where is the Meeting?

A:     The Meeting will take place at [•], on [•], 2023, at [•] a.m.

Q:     Who may vote at the Meeting?

A:     Only holders of record of Common Stock as of the close of business on September 1, 2023 may vote at the Meeting of stockholders. As of September 1, there were 2,410,226 shares of Common Stock outstanding and entitled to vote. Please see “The Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Meeting?

A:     Stockholders representing a majority of the shares of Common Stock issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. Shares of our Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present by virtual attendance and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person by virtual attendance or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q:     Am I required to vote against the Business Combination Proposal in order to have my shares of Common Stock redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that Abri redeem your shares of Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of shares of Common Stock for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of shares of Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their shares of Common Stock will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your shares of Common Stock redeemed, you must (i) demand, no later than [•] p.m., Eastern Time on [•], 2023 (at least two business days before the Meeting), that Abri redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.

Holders of outstanding Units must separate the underlying shares of Common Stock prior to exercising redemption rights with respect to the shares of Common Stock. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of Common Stock from the Units.

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.

Abri stockholders may seek to have their shares of Common Stock redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Common Stock as of the Record Date. Any public stockholder who holds shares of Common Stock on or before [•], 2023 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at Closing.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of Common Stock underlying the Abri Units sold in the IPO. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of Common Stock for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Common Stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Common Stock for cash.

Q.     What are the material U.S. federal income tax consequences of the Business Combination?

A:     The material U.S. federal income tax considerations that may be relevant in respect of the Business Combination are discussed in more detail in the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holder of DLQ Common Stock.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus/consent solicitation is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How can I vote?

A:     If you are a stockholder of record, you may vote online at the virtual Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.

To vote online at the virtual Meeting, follow the instructions below under “How may I participate in the virtual Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to [•] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [•], 2023. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Abri’s proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Toll Free: (800) 662-5200
Collect: (203) 658-9400
Email: ASPA.info@investor.morrowsodali.com

You may also obtain additional information about Abri from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including its annexes and the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating the business combination before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. DLQ, Abri or Merger Sub may face additional risks and uncertainties that are not presently known to DLQ, Abri or Merger Sub, or that DLQ, Abri or Merger Sub currently deems immaterial, which may also impair DLQ’s, Abri’s or Merger Sub’s business or financial condition and could adversely affect the trading price of the Common Stock. The following discussion should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DLQ,” the financial statements of DLQ and notes to the financial statements included herein. In this section and unless the context otherwise requires, references to “DLQ” refer to (i) for periods prior to Closing, DLQ, Inc., and all of its subsidiaries; and (ii) for periods following Closing, Collective Audience, Inc. as the Combined Company and all of its subsidiaries.

Risks Related to DLQ’s Business

Negative Operating Cash Flow

DLQ has negative cash flow from operating activities. There is no assurance that sufficient revenues will be generated in the near future. To the extent that DLQ has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows.

DLQ is subject to risks associated with changing technologies in the digital marketing industry, which could place DLQ at a competitive disadvantage.

The successful implementation of DLQ’s business strategy requires DLQ to continuously evolve its existing solutions and introduce new solutions to meet customers’ needs. DLQ believes that its customers rigorously evaluate DLQ’s solution and service offerings on the basis of a number of factors, including, but not limited to: quality; price competitiveness; technical expertise and development capability; innovation; reliability and timeliness of delivery; operational flexibility; customer service; and overall management.

DLQ’s success depends on their ability to continue to meet its customers’ changing requirements and specifications with respect to these and other criteria. There can be no assurance that DLQ will be able to address technological advances or introduce new offerings that may be necessary to remain competitive within the digital marketing industry.

Systems failures could cause interruptions in DLQ’s services or decreases in the responsiveness of DLQ’s services which could harm DLQ’s business.

If DLQ’s systems fail to perform for any reason, they could experience disruptions in operations, slower response times, or decreased customer satisfaction. DLQ’s ability to provide digital marketing services successfully and provide high quality customer service depends on the efficient and uninterrupted operation of its hosting company’s computer and communications hardware and software systems. Although unlikely, DLQ’s hosting company’s systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, and similar events. Any systems failure that causes an interruption in DLQ’s services or decreases the responsiveness of DLQ’s services could impair their reputation, damage our brand name, and materially adversely affect DLQ’s business, financial condition and results of operations and cash flows.

If DLQ’s security is breached, its business could be disrupted, its operating results could be harmed, and customers could be deterred from using DLQ’s products and services.

DLQ’s business relies on the secure electronic transmission, storage, and hosting of sensitive information, including financial information, and other sensitive information relating to its customers, company, and workforce. As a result, DLQ face some risk of a deliberate or unintentional incident involving unauthorized access to its computer systems (including, among other methods, cyber- attacks or social engineering) that could result in misappropriation or loss of assets or sensitive information, data corruption, or other disruption of business operations. In light of this

risk, DLQ have devoted significant resources to protecting and maintaining the confidentiality of its information, including implementing security and privacy programs and controls, training DLQ’s workforce, and implementing new technology. DLQ has no guarantee that these programs and controls will be adequate to prevent all possible security threats. DLQ believes that any compromise of its electronic systems, including the unauthorized access, use, or disclosure of sensitive information or a significant disruption of its computing assets and networks, would adversely affect its reputation and ability to fulfill contractual obligations, and would require DLQ to devote significant financial and other resources to mitigate such problems, and could increase future cyber security costs. Moreover, unauthorized access, use, or disclosure of such sensitive information could result in contractual or other liability. In addition, any real or perceived compromise of DLQ’s security or disclosure of sensitive information may result in lost revenues by deterring customers from using or purchasing DLQ’s products and services in the future or prompting them to use competing service providers.

Delays in the release of new or enhanced products or services or undetected errors in DLQ’s products or services may result in increased costs, delayed market acceptance of their products, and delayed or lost revenue.

To achieve market acceptance, new or enhanced products or services can require long development and testing periods, which may result in delays in scheduled introduction. Any delays in the release schedule for new or enhanced products or services may delay market acceptance of these products or services and may result in delays in new or existing customers from using these new or enhanced products or services or the loss of new or existing customers. In addition, new or enhanced products or services may contain a number of undetected errors or “bugs” when they are first released. Although DLQ extensively tests each new or enhanced product or service before it is released to the market, there can be no assurance that significant errors will not be found in existing or future releases. As a result, in the months following the introduction of certain releases, DLQ may need to devote significant resources to correct these errors. There can be no assurance, however, that all of these errors can be corrected.

Defects or errors in DLQ’s platform and products could harm its reputation, result in significant costs and impair its ability to market their products and services.

DLQ’s products and software may contain defects or errors, some of which may be material. Errors may result from DLQ’s own technology or from DLQ’s cloud-based solutions with legacy systems and data, which DLQ did not develop. The risk of errors is particularly significant when a new product is first introduced or when new versions or enhancements of existing products are released. The likelihood of errors is increased when DLQ has more frequent releases of new products, services and enhancements of existing products. DLQ has, from time to time, found defects in their software. Although these past defects have not resulted in any litigation against DLQ to date, they have invested significant capital, technical, managerial, and other resources to investigate and correct these past defects and they have needed to divert these resources from other development efforts. In addition, material performance problems or defects in DLQ’s products may arise in the future. Material defects in DLQ’s cloud-based solutions could result in a reduction in sales, delay in market acceptance of services, or credits or refunds to DLQ’s customers. In addition, such defects may lead to the loss of existing customers and difficulty in attracting new customers, diversion of development resources, or harm to DLQ’s reputation. Correction of defects or errors could prove to be impossible or impractical. The costs incurred in correcting any defects or errors or in responding to resulting claims or liability may be substantial and could adversely affect DLQ’s operating results.

If DLQ is unable to reliably meet their data storage and management requirements, or if they experience any failure or interruption in the delivery of their services over the Internet, customer satisfaction and DLQ’s reputation could be harmed and customer contracts may be terminated.

As part of DLQ’s current business model, it delivers its services over the Internet and store and manage hundreds of terabytes of data for its customers, resulting in substantial information technology infrastructure and ongoing technological challenges, which it expects to continue to increase over time. If DLQ does not reliably meet these data storage and management requirements, or if they experience any failure or interruption in the delivery of their services over the Internet, customer satisfaction and reputation could be harmed, leading to reduced revenues and increased expenses. DLQ’s hosting services are subject to service-level agreements and, in the event that they fail to meet guaranteed service or performance levels, they could be subject to customer credits or termination of these customer contracts. If the cost of meeting these data storage and management requirements increases, DLQ’s results of operations could be harmed.

Upgrading DLQ’s products and services could result in implementation issues and business disruptions.

DLQ updates their products and services on a periodic basis. In doing so, they face the possibility that existing customers will find the updated product and/or service unacceptable, or new customers may not be as interested as they have been in the past versions. Furthermore, translation errors might introduce new software and/or technical bugs that will not be caught.

New entrants and the introduction of other platforms in DLQ’s markets may harm DLQ’s competitive position.

The markets for development, distribution, and sale of offering SMB’s digital marketing solutions to establish a brand presence for their business are rapidly evolving. New entrants seeking to gain market share by introducing new technology, new products, and new platforms may make it more difficult for DLQ to sell their products and services which could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses, or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.

DLQ’s future success depends on their ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

DLQ’s sales depend on their ability to anticipate our existing and prospective customers’ needs and develop products and services that address those needs. DLQ’s future success will depend on their ability to develop new products and strategies, anticipate technological improvements and enhancements, and to develop products that are competitive in the rapidly changing digital marketing industry. Introduction of new products and product enhancements will require coordination of DLQ’s efforts with their customers to develop products that offer performance metrics and features desired by their customers and performance and functionality superior or more cost effective than solutions offered by our competitors. If DLQ fails to coordinate these efforts, develop product enhancements or introduce new products that meet the needs of their customers as scheduled, its operating results will be materially and adversely affected, and DLQ’s business and prospects will be harmed. DLQ cannot assure that product introductions will meet their anticipated release schedules or that their products will be competitive in the market. Furthermore, given the rapidly changing nature of the mobile apps market, there can be no assurance DLQ’s products and technology will not be rendered obsolete by alternative or competing technologies.

DLQ’s cost structure is partially fixed. If their revenues decline and they are unable to reduce costs, their profitability will be adversely affected.

DLQ’s cost structure is partially fixed, and if their revenues decrease, these fixed costs will not be reduced. DLQ bases their cost structure on historical and expected levels of demand for DLQ’s services, as well as fixed operating infrastructure, such as computer hardware, software, and staffing levels. If demand for DLQ’s services declines, and as a result, DLQ’s revenues decline, DLQ may not be able to adjust its cost structure on a timely basis and their profitability may be materially adversely affected.

DLQ has substantial customer concentration, with a limited number of customers accounting for a substantial portion of our Revenues.

DLQ currently derives a significant portion of its revenue from two customers. Approximately 53% of revenues were generated from these two customers for the year ended December 31, 2022 and 21% of revenues were generated from three (3) customers for the year ended December 31, 2021. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for DLQ to predict the future level of demand for its services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from these larger customers, especially DLQ’s three largest customers, may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of DLQ’s control. Further, some of DLQ’s contracts with these larger customers permit them to terminate DLQ’s services at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, DLQ could be pressured to reduce the prices they charge for services which could have an adverse effect on DLQ’s margins and financial position, and could negatively affect DLQ’s revenues and results of operations and/or trading price of its common stock. If any of DLQ’s largest customers terminates their services, such termination would negatively affect DLQ’s revenues and results of operations and/or trading price of its common stock.

There can be no assurance that DLQ will be successful in maintaining their existing contractual relationships with customers.

DLQ’s customers have in the past, and may in the future, negotiate agreements that are short-term and subject to renewal, non-exclusive and/or terminable at the option of the customer on relatively short notice or no notice and without penalty. In the event that such contracts are terminated, the customer is generally required to pay DLQ costs associated with any work completed as of the date of the termination. While contract termination is rare, there can be no assurance that long-term contractual relationships will not be terminated, which could adversely affect DLQ.

Attrition of customers and failure to attract new customers could have a material adverse effect on DLQ’s business, financial condition and results of operations, and cash flows.

Although DLQ offers digital marketing services designed to support and retain their customers, their efforts to attract new customers or prevent attrition existing customers may not be successful. If DLQ is unable to retain existing customers or acquire new customers in a cost-effective manner, their business, financial condition and results of operations, and cash flows would likely be adversely affected. Although DLQ has spent significant resources on business development and related expenses and plans to continue to do so, these efforts may not be cost-effective at attracting new customers.

DLQ’s ability to sustain or increase revenues will depend upon their success in entering new markets, continuing to increase their customer base, and in deriving additional revenues from existing customers.

One component of DLQ’s overall business strategy is to derive more revenues from existing customers by expanding their use of DLQ products and services. Such strategy would have DLQ customers utilize its platforms and their tools and components to leverage vast amounts of information stored in both corporate databases and public data sources in order to make informed business decisions during the research and development process. In addition, DLQ seeks to expand into new markets, and new areas within DLQ’s existing markets, by potentially acquiring businesses in these markets, attracting and retaining personnel knowledgeable in these markets, identifying the needs of these markets, and developing marketing programs to address these needs. If successfully implemented, these strategies could increase the usage of DLQ’s platforms from SMBs operating within DLQ’s existing customer base, as well as by new customers in other industries. However, if these strategies are not successfully implemented, DLQ’s products and services may not achieve market acceptance or penetration in targeted new departments within their existing customers or in new industries. As a result, DLQ may incur additional costs and expend additional resources without being able to sustain or increase revenue.

Some of DLQ’s products and services utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect DLQ’s business.

Some of DLQ’s products utilize software covered by open source licenses. Open source software is typically freely accessible, usable and modifiable, and is used by DLQ’s development team in an effort to reduce development costs and speed up the development process. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms. While DLQ monitors the use of all open source software in their products, processes and technology, in some areas of their business they do not have written policies and procedures for managing against the risks of potential copyright or other intellectual property infringement claims made by third parties. Enforcement of such intellectual property rights may have an adverse effect on their business, such as, for example, following inadvertent use of open source software that requires them to disclose or make available the source code to related products.

A pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere may adversely affect DLQ’s business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or elsewhere, DLQ’s business may be adversely affected.

COVID-19 has spread worldwide and has resulted in government authorities implementing numerous measures to try to contain it, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted, and may further impact, DLQ’s workforce and operations, the operations of DLQ’s customers and DLQ’s partners, and those of their respective vendors and suppliers. DLQ’s critical business operations, including their headquarters, are located in regions which have been impacted by COVID-19. DLQ’s customers worldwide have also been affected and may continue to be affected by COVID-19 related restrictions and closures.

The spread of COVID-19 has caused DLQ to modify their business practices as they comply with state mandated requirements for safety in the workplace to ensure the health, safety and well-being of DLQ employees. These measures include personal protective equipment, social distancing, cleanliness of the facilities and daily monitoring of the health of employees in DLQ facilities, as well as modifying DLQ policies on employee travel and the cancellation of physical participation in meetings, events and conferences. DLQ may take further actions as required by government authorities or that they determine are in the best interests of DLQ employees, customers, partners and suppliers. However, DLQ has not developed a specific and comprehensive contingency plan designed to address the challenges and risks presented by the COVID-19 pandemic and, even if and when DLQ does develop such a plan, there can be no assurance that such plan will be effective in mitigating the potential adverse effects on DLQ’s business, financial condition and results of operations.

In addition, while the extent and duration of the COVID-19 pandemic on the global economy and DLQ’s business in particular is difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce their ability to access capital or DLQ’s customers’ ability to pay them for past or future purchases, which could negatively affect their liquidity. A recession or financial market correction resulting from the lack of containment and spread of COVID-19 could impact overall technology spending, adversely affecting demand for DLQ products, its business and the value of DLQ’s common stock.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on DLQ’s operational and financial performance, including their ability to execute their business strategies and initiatives in the expected time frame, will depend on future developments, including, but not limited to, the duration and continued spread of the pandemic, its severity, the actions to contain the disease or treat its impact, further related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of economic disruption as a result of the COVID-19 pandemic could have a material negative impact on DLQ’s business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.

If DLQ is not successful in selecting and integrating the businesses and technologies they acquire, or in managing their current and future divestitures, DLQ’s business may suffer.

Over the years, DLQ has expanded their business through acquisitions. DLQ continues to search to acquire businesses and technologies and form strategic alliances. However, businesses and technologies may not be available on terms and conditions DLQ finds acceptable. DLQ risks spending time and money investigating and negotiating with potential acquisition or alliance partners, but not completing transactions. Even if completed, acquisitions and alliances involve numerous risks which may include: difficulties in achieving business and continuing financial success; difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies, or pre-existing relationships with DLQ customers, distributors, and suppliers; challenges with developing and operating new businesses, including those which are materially different from DLQ’s existing businesses and which may require the development or acquisition of new internal capabilities and expertise; challenges of maintaining staffing at the acquired entities, including loss of key employees; potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification DLQ may obtain from the seller(s); the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; diversion of management’s attention from other business concerns; acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of DLQ common stock to the stockholders of the acquired company, dilutive to the percentage of ownership of the existing stockholders; new technologies and products may be developed which cause businesses or assets DLQ acquires to become less valuable; and risks that disagreements or disputes with prior owners of an acquired business, technology, service, or product may result in litigation expenses and distribution of DLQ’s management’s attention. In the event that an acquired business or technology or an alliance does not meet DLQ’s expectations, DLQ results of operations may be adversely affected.

Some of the same risks exist when DLQ decides to sell a business, site, product line, or division. In addition, divestitures could involve additional risks, including the following: difficulties in the separation of operations, services, products, and personnel; and the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture. DLQ evaluates the performance and strategic fit of its businesses. These and any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets, which could have an adverse effect on DLQ’s results of operations and financial condition. In addition, DLQ may encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms and in a timely manner. DLQ may not be successful in managing these or any other significant risks that DLQ encounter in divesting a business, site, product line, or division, and as a result, DLQ may not achieve some or all of the expected benefits of the divestitures.

If DLQ is unable to manage their growth and expand their operations successfully, their business and operating results will be harmed and their reputation may be damaged.

DLQ has expanded their operations significantly since inception and anticipate that further significant expansion will be required to achieve its business objectives. The growth and expansion of their business and product offerings places a continuous and significant strain on their management, operational, and financial resources. Any such future growth would also add complexity to and require effective coordination throughout the organization. To manage any future growth effectively, DLQ must continue to improve and expand their information technology and financial infrastructure, their operating and administrative systems and controls, and their ability to manage headcount, capital and processes in an efficient manner. DLQ may not be able to successfully implement improvements to these systems and processes in a timely or efficient manner, which could result in additional operating inefficiencies and could cause its costs to increase more than planned. If DLQ does increase their operating expenses in anticipation of the growth of their business and this growth does not meet DLQ’s expectations, their operating results may be negatively impacted. If DLQ is unable to manage future expansion, their ability to provide high quality products and services could be harmed, which could damage their reputation and brand and may have a material adverse effect on their business, operating results, and financial condition.

DLQ may be unable to respond to customers’ demands for new digital marketing solutions and service offerings, and their business, financial condition and results of operations, and cash flows may be materially adversely affected.

DLQ’s customers may demand new digital marketing solutions and service offerings. If DLQ fails to identify these demands from customers or update its offerings accordingly, new offerings provided by DLQ’s competitors may render their existing solutions and services less competitive. DLQ’s future success will depend, in part, on their ability to respond to customers’ demands for new offerings on a timely and cost-effective basis and to adapt to address the increasingly sophisticated requirements and varied needs of their customers and prospective customers. DLQ may not be successful in developing, introducing or marketing new offerings. In addition, their new offerings may not achieve market acceptance. Any failure on their part to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new offerings or enhancements of current offerings could have a material adverse effect on DLQ’s business, financial condition and results of operations and cash flows.

Increasing competition and increasing costs within DLQ’s customers’ industries may affect the demand for their products and services, which may affect its results of operations and financial condition.

DLQ’s customers’ demand for their products is impacted by continued demand for their products and by their customers’ research and development costs, budget costs, and capital expenditures. Demand for DLQ’s customers’ products could decline, and prices charged by their customers for their products may decline, as a result of increasing competition that their customers face in their respective industries. In addition, DLQ’s customers’ expenses could continue to increase as a result of increasing costs of complying with government regulations and other factors. A decrease in demand for their customers’ products, pricing pressures associated with the sales of these products, and additional costs associated with product development could cause DLQ’s customers to reduce their research and development costs, budget costs, and capital expenditures. Although DLQ believes its products can help their customers increase productivity, generate additional sales, and reduce costs in many areas, because their products and services depend on such research and development, budget, and capital expenditures, DLQ’s revenues may be significantly reduced.

DLQ’s insurance coverage may be insufficient to avoid material impact on their financial position or results of operations resulting from claims or liabilities against DLQ, and they may not be able to obtain insurance coverage in the future.

DLQ maintains insurance coverage for protection against many risks of liability. The extent of DLQ’s insurance coverage is under continuous review and is modified as they deem it necessary. Despite this insurance, it is possible that claims or liabilities against DLQ may have a material adverse impact on their financial position or results of operations. In addition, DLQ may not be able to obtain any insurance coverage, or adequate insurance coverage, when its existing insurance coverage expires.

Any negative commentaries made by any regulatory agencies or any failure by DLQ to comply with applicable regulations and related guidance could harm their reputation and operating results, and compliance with new regulations and guidance may result in additional costs.

Any negative commentaries made by any regulatory agencies or any failure on DLQ’s part to comply with applicable regulations could result in the termination of customers using their products and services. This could harm DLQ’s reputation, their prospects for generating future revenue, and their operating results. If DLQ’s operations are found to violate any applicable law or other governmental regulations, DLQ might be subject to civil and criminal penalties, damages, and fines. Any action against DLQ for violation of these laws, even if DLQ successfully defends against it, could cause DLQ to incur significant legal expenses, divert their management’s attention from the operation of its business, and damage DLQ’s reputation.

Current and future litigation against DLQ, which may arise in the ordinary course of business, could be costly and time consuming to defend.

DLQ is subject to claims that arise in the ordinary course of business, such as claims brought by their customers in connection with commercial disputes and employment claims made by their current or former employees. Third parties may in the future assert intellectual property rights to technologies that are important to their business and demand back royalties or demand that DLQ license their technology. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm their business, overall financial condition, and operating results. Insurance may not cover such claims, may not be sufficient for one or more such claims, and may not continue to be available on terms acceptable to DLQ. A claim brought against DLQ that is uninsured or underinsured could result in unanticipated costs, negatively affecting their business, results of operations, and financial condition.

DLQ could incur substantial costs resulting from product liability claims relating to their products or services or their customers’ use of their products or services.

Any failure or errors caused by DLQ’s products or services could result in a claim for substantial damages against them by their customers, regardless of their responsibility for the failure. Although DLQ is generally entitled to indemnification under its customer contracts against claims brought against them by third parties arising out of their customers’ use of their products, DLQ might find themselves entangled in lawsuits against them, even if unsuccessful, may divert their resources and energy and adversely affect their business. Further, in the event DLQ seeks indemnification from a customer, a court may not enforce the indemnification right if the customer challenges it or the customer may not be able to fund any amounts for indemnification owed to DLQ. In addition, DLQ’s existing insurance coverage may not continue to be available on reasonable terms or may not be available in amounts sufficient to cover one or more large claims, or the insurer may disclaim coverage as to any future claim.

Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit DLQ’s growth.

The confidentiality and security of DLQ’s information, and that of third parties, is critical to DLQ’s business. DLQ’s services involve the transmission, use, and storage of customers’ and their customers’ information, which may be confidential or contain personally identifiable information. Any cybersecurity or data privacy incidents could have a material adverse effect on DLQ’s results of operations and financial condition. While DLQ maintains a broad array of information security and privacy measures, policies and practices, its networks may be breached through a variety of means, resulting in someone obtaining unauthorized access to DLQ’s information, to information of DLQ’s customers or their customers, or to DLQ’s intellectual property; disabling or degrading service; or sabotaging systems or information. In addition, hardware, software, or systems, DLQ develops or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may

also attempt to gain access to DLQ’s systems or facilities, or those of third parties with whom DLQ does business, through fraud or other forms of deceiving DLQ’s employees, contractors, and vendors. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, DLQ may be unable to anticipate these techniques or to implement adequate preventative measures. DLQ will continue to incur significant costs to continuously enhance its information security measures to defend against the threat of cybercrime. Any cybersecurity or data privacy incident or breach may result in:

•        loss of revenue resulting from the operational disruption;

•        loss of revenue or increased bad debt expense due to the inability to invoice properly or to customer dissatisfaction resulting in collection issues;

•        loss of revenue due to loss of customers;

•        material remediation costs to recreate or restore systems;

•        material investments in new or enhanced systems in order to enhance DLQ’s information security posture;

•        cost of incentives offered to customers to restore confidence and maintain business relationships;

•        reputational damage resulting in the failure to retain or attract customers;

•        costs associated with potential litigation or governmental investigations;

•        costs associated with any required notices of a data breach;

•        costs associated with the potential loss of critical business data;

•        difficulties enhancing or creating new products due to loss of data or data integrity issues; and

•        other consequences of which DLQ is not currently aware but would discover through the process of remediating any cybersecurity or data privacy incidents or breaches that may occur.

DLQ may face additional costs, loss of revenue, significant liabilities, harm to its brand, decreased use of its products or services and business disruption if there are any security or data privacy breaches or other unauthorized or improper access.

DLQ has access to and utilizes personal data, such as names, mailing addresses, email addresses, mobile phone numbers, location information and other consumer information used for marketing purposes. Any failure to prevent or mitigate security breaches or improper access to, use, disclosure or other misappropriation of its data or consumers’ personal data could result in significant liability under state, (e.g., state breach notification and privacy laws such as the CCPA) federal and laws in other jurisdictions. Such an incident may also cause a material loss of revenue from the potential adverse impact to DLQ’s reputation and brand, affect its ability to retain or attract new users of our products and services and potentially disrupt its business.

Unauthorized disclosure of sensitive or confidential data, including personally identifiable information, whether through a breach of computer systems, systems failure, employee negligence, fraud or misappropriation, or otherwise, or unauthorized access to or through DLQ’s information systems and networks, whether by its employees or third parties, could result in negative publicity, legal liability and damage to its reputation. Unauthorized disclosure of personally identifiable information could also expose DLQ to sanctions for violations of data privacy laws and regulations around the world. To the extent that any disruption or security breach resulted in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, DLQ could incur liability. For example, the loss of or client data could result in delays of the performance of our services and negatively impact our reputation, revenues and in some instances create liability.

As DLQ becomes more dependent on information technologies to conduct our operations, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, may increase in frequency and sophistication. These threats pose a risk to the security of DLQ’s systems and networks, the confidentiality and the availability and integrity of its data and these risks apply both to DLQ, and to third parties on whose systems it relies upon for the conduct of its business. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against

a target, DLQ and its partners may be unable to anticipate these techniques or to implement adequate preventative measures. may in the future, experience security incidents. DLQ cannot predict the impact of any such future events. Further, DLQ does not have any control over the operations of the facilities or technology of its cloud and service providers, including any third-party vendors that collect, process and store personal data on its behalf. DLQ’s systems, servers and platforms and those of its service providers may be vulnerable to computer viruses or physical or electronic break-ins that our or their security measures may not detect. Individuals able to circumvent such security measures may misappropriate DLQ’s confidential or proprietary information, disrupt its operations, damage its computers or otherwise impair its reputation and business. DLQ may need to expend significant resources and make significant capital investments to protect against security breaches or to mitigate the impact of any such breaches. In addition, to the extent that its cloud and other service providers, experience security breaches that result in the unauthorized or improper use of confidential data, employee data or personal data, DLQ may not be indemnified for any losses resulting from such breaches. There can be no assurance that DLQ or its third-party providers will be successful in preventing cyber-attacks or successfully mitigating their effects.

Recent cyber-attacks purportedly originated by Russian controlled entities have exacerbated in the wake of Russia’s invasion of Ukraine and our systems may be infiltrated by foreign actors. If DLQ is unable to prevent or mitigate the impact of such security breaches, our ability to attract and retain new customers, other partners could be harmed as they may be reluctant to entrust their data to DLQ, and DLQ could be exposed to litigation and governmental investigations, which could lead to a potential disruption to its business or other adverse consequences.

DLQ’s use, disclosure and other processing of personally identifiable information is subject to US federal, state, and foreign privacy and security regulations, and its failure to comply with those regulations or to adequately secure the information it holds could result in significant liability or reputational harm and, in turn, a material adverse effect on DLQ’s business, operating results and prospects.

DLQ maintains and its third-party vendors, collaborators, contractors and consultants maintain and process on its behalf, sensitive information, including confidential business, personal and other information, and are subject to data privacy and protection laws and regulations that apply to the collection, transmission, storage and use of personally identifying information, which among other things, impose certain requirements relating to the privacy, security and transmission of personal information. Failure by DLQ or their third-party vendors, collaborators, contractors and consultants to comply with any of these laws and regulations could result in notification obligations or enforcement actions against them, which could result in fines, imprisonment of company officials and public censure, claims for damages by affected individuals, damage to reputation and loss of goodwill, any of which could have a material adverse effect on DLQ’s business, financial condition, results of operations or prospects. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another. In the US, numerous federal and state laws and regulations, including federal health information privacy laws, state data breach notification laws, state health information privacy laws and federal and state consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), that govern the collection, use, disclosure and protection of personal information could apply to DLQ’s operations.

Many state legislatures have adopted legislation relating to privacy, data security and data breaches. Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been disclosed as a result of a data breach. The laws are not consistent, and compliance in the event of a widespread data breach is costly. States are also frequently amending existing laws, requiring attention to frequently changing regulatory requirements. For example, California recently enacted the CCPA, which became effective on January 1, 2020. The CCPA, among other things, requires new disclosures to California consumers and affords such consumers new abilities to access and delete their personal information, opt-out of certain sales of personal information and receive detailed information about how their personal information is used. The CCPA provides for fines of up to $7,500 per violation, as well as a private right of action for data breaches that is expected to increase the frequency of data breach litigation. While the CCPA has already been amended multiple times, it is unclear how this legislation will be further modified or how it will be interpreted. Interpretations of the CCPA may continue to evolve with regulatory guidance and the CCPA continue to be amended, including through a ballot initiative, the CPRA. That passed in November 2020. The CPRA will impose additional data protection obligations on companies doing business in California, including additional consumer rights, including regarding certain uses of sensitive data. It also creates a new California data protection agency specifically tasked to enforce the law, which may likely result in increased regulatory scrutiny of California businesses in the areas of data protection and security. The effects of this legislation potentially are far-reaching, however, and may require us

to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. The CCPA and other changes in state and federal laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could increase the cost of providing our offerings, require significant changes to our operations or even prevent us from providing certain offerings in jurisdictions in which DLQ currently operates and in which we may operate in the future.

Because of the breadth of these data protection laws and the narrowness of their exceptions and safe harbors, it is possible that DLQ’s business or data protection policies could be subject to challenge under one or more of such laws. The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of heightened regulatory focus on data privacy and security issues. Although DLQ endeavors to comply with our published policies and documentation and ensure their compliance with current laws, rules and regulations, DLQ may at times fail to do so or be alleged to have failed to do so. The publication of its privacy policy and other documentation that provide promises and assurances about privacy and security can subject DLQ to potential state and federal action in the United States if they are found to be deceptive, unfair, or misrepresentative of our actual practices. Any failure by DLQ or other parties with whom it does business to comply with this documentation or with federal, state, local or international regulations could result in proceedings against us by governmental entities, private parties or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising.

If DLQ’s operations are found to be in violation of any of the data protection laws described above or any other laws that apply to them, they may be subject to penalties, including, but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, individual imprisonment, possible exclusion from participation in government healthcare programs, injunctions, private qui tam actions brought by individual whistleblowers in the name of the government, class action litigation and the curtailment or restructuring of DLQ’s operations, as well as additional reporting obligations and oversight if they become subject to a corrective action plan or other agreement to resolve allegations of non-compliance with these laws, any of which could adversely affect their ability to operate our business and our results of operations. Complying with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices, systems and compliance procedures in a manner adverse to DLQ business.

DLQ may eventually operate in a number of countries outside of the United States whose laws, including data privacy laws, may in some cases be more stringent than the requirements in the United States. For example, EU and UK data privacy laws have specific requirements relating to cross-border transfers of personal data to certain jurisdictions, including to the United States, have strict requirements relating to personal data collection, use or sharing, and have more stringent requirements relating to organizations’ privacy programs and provide stronger individual rights. Moreover, we may also be subject to evolving international privacy and data security regulations which could result in greater compliance costs and in turn lead to penalties, where such compliance programs are not implemented correctly.

Risks Related To Intellectual Property

DLQ may be unable to adequately enforce or defend their ownership and use of DLQ’s intellectual property and other proprietary rights.

Part of DLQ’s success is dependent upon their intellectual property and other proprietary rights. DLQ relies upon a combination of trademark, trade secret, copyright, unpatented know-how, and unfair competition laws, as well as license and access agreements and other contractual provisions, to protect their intellectual property and other proprietary rights. In addition, DLQ attempts to protect its intellectual property and proprietary information by requiring certain of its employees and consultants to enter into confidentiality, non-competition, and assignment-of-inventions agreements. Policing unauthorized use of DLQ products and services is difficult and they may not be able to protect our technology from unauthorized use. Further, the steps DLQ takes to protect its rights may not be adequate under the laws of some foreign countries, which may not protect intellectual property rights to the same extent as do the laws of the United States. DLQ’s attempts to protect its intellectual property may be challenged by others or invalidated through administrative process or litigation, and agreement terms that address non-competition are difficult to enforce in many jurisdictions and may not be enforceable in any particular case. In addition, there remains the possibility that others will “reverse engineer” DLQ’s products or services in order to introduce competing products or services, or that others will develop competing technology independently and that do not infringe DLQ rights. In these cases, they may be unable to prevent such competitors from selling or licensing these similar or superior technologies. If DLQ

resorts to legal proceedings to enforce its intellectual property rights or to determine the validity or scope of DLQ’s intellectual property or other proprietary rights, the proceedings could be burdensome, expensive and distracting of management, even if they were to prevail. The failure to adequately protect DLQ’s intellectual property and other proprietary rights may have a material adverse effect on DLQ’s business, results of operations or financial condition.

DLQ relies on third-party providers to license certain intellectual property and to provide internet services, and any failure by these third-party providers to continue to license any intellectual property or to provide reliable services could cause DLQ to lose customers and subject it to claims for credits or damages, among other things.

DLQ relies on services from third-party intellectual property providers in order to provide services to its customers and their customers. In addition, DLQ depends on its internet bandwidth suppliers to provide uninterrupted and error-free service through their networks. DLQ exercises little control over these third-party providers, which increases its vulnerability to problems with the services they provide.

When problems occur, it may be difficult to identify the source of the problem. Service disruption or outages, whether caused by DLQ’s service, the products or services of DLQ’s third-party service providers, or DLQ’s customers’ or their customers’ equipment and systems, may result in loss of market acceptance of its products and technologies and any necessary remedial actions may force it to incur significant costs and expenses.

If any of these service providers fail to provide reliable services, suffer outages, degrade, disrupt, increase the cost of or terminate the services that DLQ and its customers depend on, DLQ may be required to switch to another service provider. Delays caused by switching to another service provider, if available, and qualifying this new service provider could materially harm its operating results. Further, if any licenses cannot be renewed on commercially favorable terms, and any failure on the part of third-party service providers to achieve or maintain expected performance levels, stability and security could harm DLQ’s relationships with its customers, cause it to lose customers, result in claims for credits or damages, increase its costs or the costs incurred by its customers, damage its reputation, significantly reduce customer demand for its products and technologies and seriously harm its operating results.

If DLQ is unable to transfer existing customers or acquire new customers, its operating results will be harmed. Likewise, potential customer turnover in the future, or costs it incurs to retain its existing customers, could materially and adversely affect its operating results.

DLQ’s success depends on its ability to maintain existing customers and to acquire new customers in new and existing verticals, and in new and existing markets. If DLQ is unable to transfer existing customers or attract a sufficient number of new customers, it may be unable to reduce gross margins at desired rates and its operating results may suffer. The software service market is competitive and many of DLQ’s competitors have substantial financial, personnel and other resources that they utilize to develop solutions and attract customers. As a result, it may be difficult for us to maintain existing customers or add new customers to DLQ’s existing customer base. Competition in the marketplace may also lead us to win fewer new customers or result in us providing discounts and other commercial incentives. Additional factors that impact DLQ’s ability to acquire new customers include the perceived need for marketing products or services, the size of prospective customers’ budgets for these products and services, the utility and efficacy of DLQ’s existing platform and new products, whether proven or perceived, and general economic conditions. These factors may have a meaningful negative impact on operating results.

DLQ’s use of open source technology could impose limitations on its ability to commercialize its software.

DLQ uses open source technology in some of its software and expect to continue to use open source technology in the future. Although it monitors its use of open source technology to avoid subjecting its software to conditions DLQ does not intend, DLQ may face allegations from others alleging ownership of, or seeking to enforce the terms of, an open source license, including demands for the release of the open source software, derivative works, or DLQ’s proprietary source code that was developed using such technology. These allegations could also result in litigation. The terms of many open source licenses have not been interpreted by United States courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on DLQ’s ability to commercialize its software. In such an event, DLQ may be required to seek licenses from third parties to continue commercially offering its software, to make its proprietary code generally available in source code form, to re-engineer software or to discontinue the sale of its software if re-engineering could not be accomplished on a timely basis, any of which could adversely affect DLQ’s business and revenue.

The use of open source technology could subject DLQ to a number of other risks and challenges. Certain open source technology is subject to further development or modification by anyone. Others may develop such software to be competitive with or no longer useful by us. It is also possible for competitors to develop their own solutions using open source software, potentially reducing the demand for DLQ’s software. If DLQ is unable to successfully address these challenges, its operating results may be adversely affected, and its development costs may increase.

Claims by others that DLQ infringes their intellectual property or trade secret rights could harm their business.

DLQ’s industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted and expensive litigation for many companies. Third parties may in the future assert claims of infringement of intellectual property rights against DLQ or against their customers or channel partners for which DLQ may be liable. As the number of products and competitors in DLQ’s market increases and overlaps occur, infringement claims may increase.

Intellectual property or trade secret claims against DLQ, and any resulting lawsuits, may result in DLQ incurring significant expenses and could subject us to significant liability for damages. DLQ’s involvement in any patent dispute, copyright dispute or other intellectual property dispute or action regarding trade secret or know-how misappropriation could have a material adverse effect on our business. Adverse determinations in any litigation could subject DLQ to significant liabilities to third parties, require DLQ to seek licenses from third parties and prevent us from developing and selling DLQ products or services. Any of these situations could have a material adverse effect on our business. These claims, regardless of their merits or outcome, would likely be time consuming and expensive to resolve and could divert management’s time and attention.

DLQ’s software products may have bugs, which could result in delayed or lost revenue, expensive correction, liability to its customers and claims against us.

Complex software products and services such as DLQ’s may contain errors, defects or bugs. Defects in the solutions, products or services that they develop and sell to its customers could require expensive corrections and result in delayed or lost revenue, adverse customer reaction and negative publicity about us or DLQ’s products, services and technologies. Customers who are not satisfied with any of DLQ’s products or services may also bring claims against us for damages, which, even if unsuccessful, would likely be time-consuming to defend, and could result in costly litigation and payment of damages. Such claims could harm DLQ’s reputation, financial results and competitive position.

DLQ may be unable to respond quickly enough to changes in technology and technological risks and to develop its intellectual property into commercially viable products and services.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of DLQ’s products or services obsolete or less attractive to its customers, which could adversely affect its results of operations. DLQ’s ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products and services on a timely basis will be a significant factor in its ability to be competitive. There is a risk that DLQ will not be able to achieve the technological advances that may be necessary for us to be competitive or that certain of its products or services will become obsolete. DLQ is also subject to the risks generally associated with new product and service introductions, including lack of market acceptance, delays in product/service development and failure of products and services to operate properly. These risks could have a material adverse effect on DLQ’s business, results of operations and financial condition.

Risks Related To DLQ Becoming A Subsidiary Of A NASDAQ Listed Company After The Business Combination

Industry data, projections and estimates relied upon by DLQ are inherently uncertain, subject to interpretation and may not have been independently verified.

Information concerning DLQ’s industry and the markets in which DLQ intends to operate is obtained from independent industry and research organizations and other third-party sources. Industry projections and estimates are derived from publicly available information released by independent industry analysts and third-party sources. DLQ has not independently verified any such third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which DLQ operates are subject to uncertainty and risk due to a variety of factors. As a result, inaccuracies in third-party information or in the projects may lead to adverse impact on assumptions that are relied upon for internal business planning and analysis purposes.

DLQ has not yet developed its environmental, social and governance (ESG) program. DLQ may be required by law, regulations or listing rules to implement an ESG program and its failure to do so may adversely impact its operations and reputation.

The growing integration of Environmental, Social and Governance (“ESG”) factors in making investment decisions is relatively new and frameworks and methods used by investors for assessing ESG policies are not fully developed and vary considerably among the investment community. DLQ has not yet developed its ESG program, including its diversity and inclusion program. DLQ may be required by law and regulations to implement an ESG program. In particular, the SEC is considering implementing mandatory reporting rules regarding disclosure of climate related risks. Nasdaq is implementing diversity and inclusion reporting rules as well as requirements for its listed companies to meet certain diversity targets. Any failure to implement an ESG program and comply with ESG disclosure requirements may adversely impact DLQ’s business and reputation as well as financial condition. There may be a perception held by the general public, DLQ’s customers, investors, service providers or counterparties that DLQ’s policies and procedures are insufficient.

DLQ’s reputation could also be harmed if it fails to act responsibly in the ESG areas in which it chooses or is required to report apart from legal or regulatory requirements. Any harm to DLQ’s reputation resulting from setting these standards or its failure or perceived failure to set or meet such standards could impact employee retention; the willingness of DLQ’s customers to use its product and services, service providers or counterparties to do business with it; investors’ willingness or ability to purchase or hold its securities; or DLQ’s ability to access capital, any of which could adversely affect DLQ’s reputation, business, financial performance, and future prospects.

Risks Related to DLQ’s Personnel

DLQ depends on talented, experienced and committed personnel to operate and grow DLQ’s business and may incur increased operational costs to recruit, train, motivate and/or retain them. If DLQ is unable to do so, DLQ’s business, financial condition, results of operations and prospects may be adversely affected.

DLQ believes that its future success is highly dependent on the talents and contributions of DLQ’s employees. DLQ’s future success depends on its ability to attract, develop, motivate and retain highly qualified and skilled employees. DLQ’s growth strategy is based, in part, on its ability to attract and retain highly skilled employees experienced in the digital marketing industry. DLQ has and will continue to face intense competition for qualified individuals from numerous software and other technology companies and has previously experienced attrition in these areas. DLQ may incur increased operational costs to recruit, train, motivate and/or retain qualified and suitable personnel. Even so, these measures may not be enough to attract and retain the personnel DLQ requires to operate its business effectively. DLQ may face difficulties in recruiting and retaining professionals of a caliber consistent with its business strategy in the future. The loss of even a few qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the expansion of DLQ’s business could adversely impact its operating results and impair its ability to grow.

DLQ is dependent on key personnel and the loss of one or more of its key personnel may result in adverse impact.

DLQ is currently highly dependent on the services of Mr. Brent Suen, as sole director sole executive officer. Mr. Suen is responsible for executing DLQ’s business operations at the executive level. If Mr. Suen were to discontinue his service due to death, disability or any other reason, DLQ would be significantly disadvantaged. DLQ does not maintain, and does not expect to maintain in the future, a key person life insurance policy with respect to Mr. Suen.

Misconduct, errors, mistakes and/or inappropriate conduct (including breach of laws, regulations and internal policies) or public statements by DLQ’s personnel and/or service providers and/or DLQ’s failure to appropriately respond to such conduct or situation, may result in legal liability for DLQ and adversely impact DLQ’s business operations as well as reputation.

There is a risk that an employee of, or service provider to, DLQ or any of its affiliates could engage in misconduct that adversely affects DLQ’s business. It is not always possible to deter such misconduct and the precautions DLQ takes to detect and prevent such misconduct may not be effective in all cases.

Employee or service provider misconduct or error, including breach of laws, regulations and/or DLQ’s internal policies, could subject DLQ’s to legal liability, financial losses and regulatory sanctions and could seriously harm DLQ’s reputation and negatively affect DLQ’s business. Such misconduct could include breach of anti-bribery and corruption

laws, engaging in improper or unauthorized transactions or activities, misappropriation of customer information or data, insider trading and misappropriation and misuse of information (including material non-public information), failing to supervise other employees or service providers, improperly using confidential information, as well as improper trading activity such as spoofing, layering, wash trading, manipulation and front-running. Employee or service provider errors, including mistakes in executing, recording or processing transactions for customers, could expose DLQ to the risk of material losses even if the errors are detected. Although DLQ plans to implement processes and procedures and provide training to DLQ’s employees and service providers to reduce the likelihood of misconduct and error, these efforts may not be successful.

Moreover, the risk of employee or service provider error or misconduct may be even greater for novel products and services and is compounded by the fact that many of DLQ’s employees and service providers are accustomed to working at digital marketing companies which generally do not maintain the same compliance customs and rules. This can lead to high risk of confusion among employees and service providers, particularly in a growing company like DLQ, with respect to compliance obligations, particularly including confidentiality, data access, trading and conflicts.

It is not always possible to deter misconduct and the precautions DLQ takes to prevent and detect this activity may not be effective in all cases. If DLQ were found to have not met its regulatory oversight and compliance and other obligations, DLQ could be subject to regulatory sanctions, financial penalties and restrictions on DLQ’s activities for failure to properly identify, monitor and respond to potentially problematic activity and seriously damage DLQ’s reputation. DLQ’s employees, contractors and agents could also commit errors that subject DLQ to financial claims for negligence as well as regulatory actions or result in financial liability. Further, allegations by regulatory or criminal authorities of improper trading activities could affect DLQ’s brand and reputation. DLQ’s failure to appropriately respond to such conduct or situation can also adversely impact DLQ’s business operations as well as reputation.

DLQ’s personnel or service providers may also make inappropriate or harmful public statements in their own capacity that are not authorized by DLQ, including posting on social media platforms. By virtue of their association with DLQ, the public may react negatively against DLQ. Such unauthorized public statements may damage DLQ’s brand, reputation and public perception and adversely impact DLQ’s business, financial condition and share price.

Risks Related to Abri’s Business and the Business Combination

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to Closing, the Combined Company may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which could have a significant negative effect on the Combined Company’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Going through a merger rather than an underwritten offering as DLQ is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although Abri has conducted due diligence on DLQ, Abri cannot assure you that this due diligence has identified all material issues that may be present in DLQ, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of DLQ’s business or Abri’s business and outside of DLQ’s and Abri’s control will not later arise. Due diligence reviews in a typical IPO may include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the business plan and any underlying financial assumptions. Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of Common Stock of the Combined Company, and, accordingly, the Combined Company’s stockholders (including the public stockholders) will not have the benefit of an independent review and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairments or other charges that could result in reporting losses. Even if Abri’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Abri’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate

impact on the Combined Company’s liquidity, the fact that the Abri reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of Abri’s stockholders who choose to remain stockholders of the Combined Company could suffer a reduction in the value of their shares and these stockholders are unlikely to have a remedy for the reduction in value.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our sponsor, Abri Ventures I, LLC is controlled by Jeffrey Tirman, a Swiss citizen, who is also our chief executive officer. Mr. Tirman will not remain with the Company after the Proposed Business Combination. We therefore do not expect the post-combination company to be considered a “foreign person” under the regulations administered by CFIUS. However, if our initial business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, this could delay us in consummating our business combination. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by February 12, 2024, due to the passage of time relating to any governmental review, or because any such review process drags on beyond such timeframe, or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. In such situation, ABRI would (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares of common stock, at a per-share of common stock price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to ABRI (net of taxes payable), divided by the number of then outstanding shares of common stock, which redemption will completely extinguish public stockholders’ rights as holders of shares of common stock (including the right to receive further liquidation distributions, if any), subject to applicable law.

Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s stockholders may face additional risks and uncertainties.

Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of the Combined Company’s Common Stock, and, accordingly, the Combined Company’s stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of the Combined Company’s Common Stock, Abri’s stockholders must rely on the information included in this proxy statement/prospectus. Although Abri performed a due diligence review and investigation of DLQ in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.

In addition, because the Combined Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s Common Stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s Common Stock.

Abri has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore Abri’s due diligence review and investigation should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. Even if Abri’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Abri’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the Combined Company’s liquidity, the fact that Abri report charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which they may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing thereafter. Accordingly, any Abri stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. These stockholders or warrant holders are unlikely to have a remedy for the reduction in value.

Abri will be a “controlled company” and the Combined Company may rely on exemptions from certain corporate governance requirements that provide greater protection to stockholders of other companies.

Upon Closing, DLQ Parent will beneficially own 43.6% of the Common Stock with a substantial majority of voting power, without taking into account the redemption of any additional shares of Common Stock by the public stockholders or the issuance of any Earnout Shares, which include up to 1,000,000 Earnout Shares to be distributed to the Sponsor and up to 2,000,000 Earnout Shares to be distributed to DLQ Management, if certain milestones are achieved after the business combination. Brent Suen, who is anticipated to be the Combined Company’s Chief Executive Officer, is expected to continue holding the voting power with respect to all of the shares of DLQ Parent and may be deemed to have beneficial ownership of the securities held of record after Closing and therefore will control the Combined Company. For more information, see “Security Ownership of Certain Beneficial Owners and Management.” As a result, Abri will be a “controlled company” within the meaning of the Nasdaq listing rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect to not comply with certain corporate governance requirements, including the requirement that a majority of the board of directors consist of independent directors, the requirement that the nominating committee is composed entirely of independent directors and the requirement that the compensation committee is composed entirely of independent directors. As a result of DLQ Parent’s “controlled company” status, and if the Combined Company elects to rely on the exemptions afforded to it as a “controlled company,” stockholders may be afforded less protection under the Nasdaq listing rules and SEC regulations than other public companies.

Members of the management team may be deemed to have conflicts of interest in determining which entities should be presented as a potential business combination opportunity.

Members of the management team may have affiliations with companies, including companies that are engaged in business activities similar to those intended to be conducted. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with our consummation of the initial business combination. In addition, our Current Charter provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) the consummation of an initial business combination and (2) 12 months from the closing of the IPO, (unless we extend the time to complete the Business Combination for an additional one-month period until August 12, 2023). On August 5, 2022, Abri deposited $573,392 into the Trust Account to extend the time to complete a Business Combination until November 12, 2022. On November 1, 2022, Abri deposited $573,392 into the Trust Account for the second of two

three-month extensions to extend the time to complete a Business Combination until February 12, 2023. On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023, and July 10, 2023 Abri deposited $87,500 into the Trust Account for each one-month extension (or a total of $525,000) to extend the time to complete a business combination to August 12, 2023. This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may have to another entity. Abri does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors have impacted its ability to complete its business combination. On August 7, 2023, the stockholders approved a proposal to extend the time to complete a business combination to February 12, 2024.

Furthermore, the Amended Charter renounces any interest or expectancy of the Combined Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of the Combined Company who is not an employee or officer of the Combined Company or any of its subsidiaries (a “Covered Person”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

Delaware law and our Amended Charter and Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Combined Company will opt out of Section 203 of the DGCL. However, the proposed Amended Charter contains provisions that may discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. These include: a staggered board of directors, making it more difficult to gain control of our Board by having to successfully engage in a proxy contest at two or more annual meetings; a special meeting of stockholders may be called only by a majority vote of the Board, by our president or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote; meetings have longer advance notice requirements for stockholder proposals and director nominations and certain requirements as to the form and content of a stockholders’ meeting are limited which may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders; and authorized but unissued shares may be issued without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The Amended Charter and bylaws contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Abri Board and therefore depress the trading price of Abri’s Common Stock. In addition, stockholders will not be able to act by written consent, which will make certain actions that require stockholder consent, more difficult. As a Delaware corporation, the Company will generally be subject to provisions of Delaware law, including the DGCL. These provisions and the fact that stockholders cannot act by written consent, could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the board of directors or taking other corporate actions, including effecting changes in management. For more information on the anti-takeover and other provisions in our Amended Charter and the applicable provisions of Delaware law, see the section captioned “Anti-takeover provisions” beginning on page 207. Such provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Combined Company’s board of directors or management.

Any provision of the Amended Charter or bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of the Company’s capital stock and could also affect the price that some investors are willing to pay for Abri Common Stock.

The Amended Charter will provide that the courts located in the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Amended Charter will provide that except with the consent of the Combined Company to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for certain stockholder litigation, except for any action as to which the Chancery Court determines that there is an indispensable party not subject to the jurisdiction of such court and to which jurisdiction such party does not consent within 10 days of such determination, which is vested in the exclusive jurisdiction of a court or forum other than the Chancery Court or for which the Chancery Court does not have subject matter jurisdiction, or any action arising under the Securities Act as

to which the Chancery Court and the federal district court for the District of Delaware shall have concurrent jurisdiction. The preceding exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Amended Charter to be inapplicable or unenforceable in an action, Abri may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

The Amended Charter Proposal provides that certain transactions are not “corporate opportunities” and that the management or directors of the Combined Company, or any of their representatives or affiliates are not subject to the doctrine of corporate opportunity.

The proposed Amended Charter renounces any interest or expectancy of the Combined Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of the Combined Company who is not an employee or officer of the Combined Company or any of its subsidiaries (a “Covered Person”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Combined Company. The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers, directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation.

Therefore, except as provided above, if the Amended Charter is approved, these Covered Persons (including Messrs. Suen and Andrews) will have no duty to communicate or present corporate opportunities to us, will have the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, and will not be prohibited from operating or investing in competing businesses. We therefore may find ourselves in competition with one or more of these Covered Persons, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively affect our business or prospects.

Our failure to meet the initial listing requirements of Nasdaq could result in a de-listing of Abri Common Stock and could affect our cash position following the Business Combination.

Abri has applied to list the Combined Company securities on the Nasdaq Global Market, although there is no assurance that the application will be approved, Abri believes that upon consummation of the Business Combination, it will satisfy all listing requirements for the Nasdaq Global Market. In addition, the Business Combination is contingent on being listed on the Nasdaq Global or Capital Market. If the application is not approved, without a waiver from DLQ, we will not consummate the Business Combination, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders, and our common stock and warrants will be worthless.

If the Combined Company is not able to list its shares of Common Stock on Nasdaq Global Market, and we obtain a waiver to complete the Business Combination without being listed on the Nasdaq Global or Capital Market, the Common Stock would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. If the Combined Company’s shares of Common Stock were to trade on the over-the-counter market, selling the Combined Company’s shares of Common Stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for the Combined Company; and a decreased ability to issue additional securities or obtain additional financing in

the future. These factors could result in lower prices and larger spreads in the bid and ask prices for the Combined Company’s shares of Common Stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for the Combined Company.

If we are unable to maintain our listing on Nasdaq, it could become more difficult to sell our Common Stock and Warrants in the public market.

Failure to meet the continued listing requirements of Nasdaq could result in a de-listing of Abri Common Stock. If shares of Abri Common Stock are ultimately delisted from Nasdaq, Abri Common Stock would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. Shares of Abri Common Stock were to trade on the over-the-counter market, selling shares of Abri Common Stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for Abri; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for Abri Common Stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for Abri.

A delisting from Nasdaq Capital Market and failure to obtain listing on another market or exchange could impose additional sales practice and market-making requirements on broker-dealers who sell or make a market in such securities. Consequently, removal from Nasdaq and failure to obtain listing on another market or exchange could affect the ability or willingness of broker-dealers to sell or make a market in our Common Stock and the ability of purchasers of our Common Stock to sell their securities in the secondary market. In addition, delisting from Nasdaq Capital Market, and being unable to list on Nasdaq Global Market would prevent us from consummating the Business Combination because, without a waiver from DLQ, being listed on either Nasdaq Global Market or Capital Markets is a condition to closing. If we do not consummate the Business Combination, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders, and our common stock and warrants will be worthless.

We do not have a specified maximum redemption threshold in the Current Charter. The absence of such a redemption threshold may make it impossible for us to consummate the Business Combination, in connection with which a substantial majority of our public stockholders may redeem their Public Shares.

The Current Charter does not provide a specified maximum redemption threshold, and we removed the requirement for Abri to maintain net tangible assets of at least $5,000,001 upon consummation of the Business Combination (to which could subject us to the SEC’s “penny stock” rules). However, Abri believes that it may rely on an exclusion, which relates to it being listed on the Nasdaq Capital Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria set forth in the Exchange Rule. Abri’s securities are currently listed on the Nasdaq Capital Market. In addition, Abri will be applying to list the Combined Company securities on Nasdaq Global Market. The Company believes that upon consummation of the Business Combination, it will meet the initial listing standards that satisfy the criteria identified in the Exchange Rule to avoid being treated as a penny stock issuer. With the Amendment to the Current Charter to remove a redemption threshold, our public stockholders may redeem some or all of the remaining public shares for cash, leaving little or no money left in the Trust Account, which may make it more difficult for us to consummate the Business Combination.

There is no guarantee that a stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the consummation of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause

an increase in the stock price of the Combined Company and may result in a lower value realized upon redemption than a stockholder of Abri might realize in the future had the stockholder not redeemed its Public Shares. Similarly, if a stockholder does not redeem its Public Shares, the stockholder will bear the risk of ownership of the Combined Company’s common stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares of the Combined Company’s common stock in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Business Combination. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Abri is not an investment advisory client of Chardan Capital Markets under the Investment Advisers Act, and Abri is not an investment company under the Investment Company Act.

Chardan Capital Markets does not and will not provide any investment advice to Abri, and Abri is not an investment advisory client of Chardan Capital Markets under the Investment Advisers Act of 1940 (the “Advisers Act”). Abri is not a fund or a company managed by Chardan Capital Markets. This means that Abri is not entitled to the protections afforded to clients under the Advisers Act, and Chardan Capital Markets owes no fiduciary duties to Abri under the Advisers Act. In particular, Chardan Capital Markets has no fiduciary or other duties to present Abri with any prospective initial business combination opportunities or any information, investment strategies, opportunities or ideas known to them or developed or used in connection with their other investment activities, and, in certain cases, may be prohibited from doing so.

In addition, Abri is not an investment company under the Investment Company Act, and Abri is not entitled to the protections afforded to investment companies under that law.

Abri will be forced to liquidate the Trust Account if it cannot consummate a business combination by February 12, 2024. In the event of a liquidation, the public stockholders will receive approximately $10.68 per share of Common Stock and the Warrants will expire worthless.

If Abri is unable to complete a business combination by February 12, 2024 and is forced to liquidate, the per-share liquidation distribution will be approximately $10.68. Furthermore, public stockholders will forfeit the Warrant included in the shares of Common Stock being redeemed.

On December 9, 2022, Abri held a special stockholder meeting to extend the time to complete a Business Combination up to August 12, 2023, on a month-to-month basis. Abri stockholders approved an amendment to Abri’s amended and restated certificate of incorporation and an amendment to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, dated August 9, 2022, giving Abri the right to extend the time to consummate the Business Combination six (6) times for an additional one (1) month each time by depositing into the Trust Account $87,500 for each one-month extension, up to August 12, 2023 (which were already made).

On August 12, 2023, Abri held a second special stockholder meeting to extend the time to complete a Business Combination up to February 12, 2024 with no additional deposits to the Trust Account.

In connection with the Extension Meeting and the Second Extension Meeting, a total 5,051,772 shares were tendered for redemption. Approximately $52 million was withdrawn from Abri’s Trust Account to pay for the redemption, leaving approximately $7.2 million in the Trust Account as of August 9, 2023, inclusive of the last two Extension Payments. As a result of the redemptions, we now have less liquidity and fewer round-lot holders of our public shares, which may make it more difficult to meet Nasdaq listing requirements.

You must tender your shares of Common Stock in order to validly seek redemption of your shares of Common Stock.

In connection with tendering your shares of Common Stock for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your shares of Common Stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination. Holders of outstanding Units must separate the underlying shares of Common Stock prior to exercising redemption rights with respect to the shares of Common Stock. If the Units are registered in a holder’s own name, the holder must deliver the certificate

for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of Common Stock from the Units.

If third parties bring claims against Abri, the proceeds held in trust could be reduced and the per share liquidation price received by holders of shares of Common Stock may be less than $10.68.

Abri’s placing of funds in trust may not protect those funds from third party claims against Abri. Although Abri has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of the public stockholders. If Abri liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to the public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Abri cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for our stockholders may be less than $10.00 per share of Common Stock due to such claims.

Additionally, if Abri is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Abri’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, Abri may not be able to return $10.00 to our public stockholders.

Any distributions received by Abri stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Abri was unable to pay its debts as they became due in the ordinary course of business.

Abri’s Certificate of Incorporation provides that it will continue in existence only until February 12, 2023 (unless we extend the time to complete the Business Combination for an additional one-month period until August 12, 2023). On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023 and July 10, 2023, Abri deposited $87,500 into the Trust Account for each one-month extension (for a total of $525,000) to extend the time to complete a business combination to August 12, 2023. On August 7, 2023, at Abri’s Second Extension Meeting, the stockholders approved a proposal to extend the date to complete a business combination to February 12, 2024 with no additional amounts to be deposited into the Trust Account. If Abri is unable to consummate a transaction by February 12, 2024, upon notice from Abri, the trustee of the Trust Account will distribute the amount in its Trust Account to the public stockholders. Concurrently, Abri shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Abri cannot assure you that there will be sufficient funds for such purpose.

Abri expects that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of funds held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe or for working capital purposes. In connection with the Extension Meeting and the Second Extension Meeting, a total 5,051,772 shares were tendered for redemption. Approximately $52 was withdrawn from Abri’s trust account (the “Trust Account”) to pay for the redemption, leaving approximately $7.2 million in the Trust Account as of August 9, 2023, inclusive of the last two Extension Payments. As a result of the redemptions, we now have less liquidity.

We may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

If, after we distribute the remaining proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If Abri’s due diligence investigation of DLQ was inadequate, then stockholders of Abri following the Business Combination could lose some or all of their investment.

Even though Abri conducted a due diligence investigation of DLQ, it cannot be sure that this diligence uncovered all material issues that may be present inside DLQ or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of DLQ and its business and outside of its control will not later arise.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm Abri’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against Abri, whether or not resolved in Abri’s favor, could result in substantial costs and divert Abri’s management’s attention from other business concerns, which could adversely affect Abri’s business and cash resources and the ultimate value Abri’s stockholders receive as a result of the Business Combination.

The Initial Stockholders who own shares of Common Stock and Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date, the Initial Stockholders owned an aggregate of 1,728,078 shares of Common Stock and 294,598 Private Units. They have waived their right to redeem any shares of Common Stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of Common Stock to Abri in a tender offer in connection with a proposed initial business combination, or to receive distributions with respect to any shares of Common Stock upon the liquidation of the Trust Account if Abri is unable to consummate a business combination. Based on a market price of $11.00 per Unit on September 25, 2023, the value of the Private and Public Units was $10,744,206. The Private Units (including underlying securities) and founder shares acquired prior to the IPO will be worthless if Abri does not consummate a business combination. Consequently, our directors’ discretion in identifying and selecting DLQ as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in the public stockholders’ best interest.

Abri is requiring stockholders who wish to redeem their shares of Common Stock in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Abri is requiring stockholders who wish to redeem their shares of Common Stock to either tender their certificates to Continental or to deliver their shares of Common Stock to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is Abri’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While we have been advised that it takes a short time to deliver shares of Common Stock through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than Abri anticipates for stockholders to deliver their shares of Common Stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares of Common Stock. Holders of outstanding Units must separate the underlying shares of Common Stock prior to exercising redemption rights with respect to the shares of Common Stock. If the

Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of Common Stock from the Units.

Abri will require its public stockholders who wish to redeem their shares of Common Stock in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Abri requires public stockholders who wish to redeem their shares of Common Stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Abri will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their shares of Common Stock in such a circumstance will be unable to sell their securities after the failed acquisition until Abri has returned their securities to them. The market price of shares of Common Stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

If Abri’s securityholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of Abri’s securities.

Abri’s Initial Stockholders are entitled to make a demand that it register the resale of their founder shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the holders of Representative Shares, the Private Units and any Units the Sponsor, Initial Stockholders, officers, directors, or their affiliates may be issued in payment of working capital loans made to Abri, are entitled to demand that Abri register the resale of the Representative Shares, Private Units and any other Units Abri issues to them (and the underlying securities) commencing at any time after Abri consummates an initial business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,433,480 shares of Common Stock and 294,598 Units (and underlying securities) eligible for trading in the public market. The presence of these additional shares of Common Stock and Units (and underlying securities) trading in the public market may have an adverse effect on the market price of Abri’s securities.

Abri has obtained an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

The Current Charter only requires a fairness opinion if the target business is affiliated with the Sponsor, or the directors or officers of Abri. This transaction was negotiated between unrelated parties with no pre-existing relationship and no conflicts of interest were present. However, Abri has obtained an opinion from The Mentor Group, Inc., an unaffiliated third party, which supports the price Abri is paying in the Business Combination as fair to our public stockholders from a financial point of view. The Mentor Group delivered a written opinion and final supporting analysis presentation to the effect that, as of that date and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Business Combination pursuant to the Merger Agreement is fair to Abri stockholders from a financial point of view. There is no assurance that this report will have any impact on the price of Abri securities, and investors could experience a loss as a result of decreasing stock prices. The full text of the written opinion, dated December 4, 2022, of The Mentor Group, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this proxy statement/prospectus and is incorporated by reference herein in its entirety.

See “Abri Proposal 1 — The Business Combination Proposal — Opinion of Abri’s Financial Advisor” on page 108 of this proxy statement/prospectus for more information.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of Abri’s securities may decline.

The market price of Abri’s securities may decline as a result of the Business Combination if:

•        Abri does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Abri’s directors and officers may have certain conflicts in determining to recommend the acquisition of DLQ, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

Abri’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of Common Stock and Private Units (including the underlying securities) owned by Abri’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and Abri otherwise fails to consummate a business combination prior to February 12, 2024. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 113 for additional information.

Abri and DLQ have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Abri if the Business Combination is completed or by Abri if the Business Combination is not completed.

Abri and DLQ expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Abri expects to incur approximately $2,400,000 in expenses, not including underwriter commissions totaling $1,500,000. These expenses will reduce the amount of cash available to be used for other corporate purposes by Abri if the Business Combination is completed or by Abri if the Business Combination is not completed.

Abri will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.

Abri will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Abri may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

If we complete the Business Combination, the Combined Company may need to raise additional capital by issuing equity securities or additional debt, which may cause significant dilution to the combined company’s stockholders or restrict the combined company’s operations, and if such capital is not available, our business, financial condition and results of operations may be adversely affected.

On September 5, 2023, DLQ entered into a note purchase agreement with certain investors, pursuant to which DLQ has issued a $5 million convertible promissory note that converts into DLQ shares of common stock immediately before the Closing of the Business Combination, which shares exchange for 1,600,000 out of the 11,400,000 Merger Consideration Shares (referred to as the “DLQ Investment”). The DLQ Investment will be used to pay certain fees and expenses in connection with the Business Combination, including closing costs and the deferred underwriter’s fee and for working capital. There have been no other marketing activities to date to secure financing from other unaffiliated or external parties. With the funds from the DLQ Investment, the Company believes it will have sufficient funds to pay closing expenses in the case of Maximum Redemption Scenario. However, the DLQ Investment may not be adequate to fund operations after the Business Combination, which may make it necessary for the Combined Company to seek additional financing. We may also require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to expand into additional markets, increase our marketing expenditures to improve our brand awareness, enhance our technology, develop new products or services or further improve existing products and services, enhance our operating infrastructure and acquire complementary businesses and technologies. If we require additional capital after the Closing, the Sponsor shall be the exclusive financing source of capital to fund up to $30 million, which capital shall be sourced through debt or equity financings based upon acceptable market conditions available at that time, and upon agreement by the Company and the Sponsor.

Additional funds may not be available when we need them on terms that are acceptable to us, or at all. In addition, any debt financing that we secure in the future could involve restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing. If we raise additional funds through further issuances of equity or convertible debt securities, our stockholders could experience significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of Common Stock.

It is also possible that the terms of any new equity securities may have preferences over the combined company’s common stock. Any debt financing the combined company enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition and results of operations could be adversely affected.

The shares of Common Stock that may be issued in connection with any debt or equity financing following the Business Combination may dilute the Combined Company’s shareholders.

A significant number of the shares of Common Stock would become potentially issuable in the event the Combined Company raises additional capital through debt or equity financing. The lower the market or trading price of shares of Common Stock in the future, the greater the number of shares of Common Stock that would become potentially issuable to secure adequate funding to the Combined Company. Factors both within and beyond the Combined Company’s control could cause the market or trading price of the Common Stock to decline, even significantly, in the future. As a result, shareholders of the Combined Company will have their positions significantly diluted by the potential increase in additional outstanding shares of Common Stock in connection with any such debt or equity financing.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

In the event that a significant number of shares of Common Stock are redeemed, our Common Stock may become less liquid following the Business Combination.

If a significant number of shares of Common Stock are redeemed, Abri may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares in the market could be adversely affected. The Combined Company intends to apply to list its shares on the Nasdaq Stock Market (“Nasdaq”), and Nasdaq may not list the Common Stock on its exchange, which could limit investors’ ability to make transactions in Abri’s securities and subject Abri to additional trading restrictions.

Abri is currently not in compliance with the Nasdaq continued listing requirements. If Abri is unable to regain compliance with Nasdaq’s listing requirements, its securities could be delisted, which could affect its securities’ market price and liquidity.

Our Units, Common Stock and Warrants are separately listed on Nasdaq. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. On March 23, 2023, Abri received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying Abri that for the last 30 consecutive business days prior to the date of the MVLS Notice, Abri’s Minimum Value of Listed Securities (“MVLS”) was less than $35.0 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided Abri with 180 calendar days, or until September 19, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the Abri’s securities on The Nasdaq Capital Market.

If Abri regains compliance with the MVLS Rule, the Staff will provide written confirmation to Abri and close the matter. To regain compliance with the MVLS Rule, Abri’s MVLS must meet or exceed $35.0 million for a minimum of ten consecutive business days during the 180-day compliance period ending on September 19, 2023. In the event Abri does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities, including the Units, Common Stock and Warrants, are subject to delisting. At that time, Abri may appeal the delisting determination to a Hearings Panel.

Abri cannot assure you that it will be able to regain compliance with the MVLS Rule. Abri’s failure to meet this, or any other requirement would result in its securities being delisted from Nasdaq. Abri and holders of its securities could be materially adversely impacted if its securities are delisted from Nasdaq. In particular:

•        the price of Abri securities will likely decrease as a result of the loss of market efficiencies associated with Nasdaq;

•        holders may be unable to sell or purchase Abri’s securities when they wish to do so;

•        Abri may become subject to stockholder litigation;

•        Abri may lose the interest of institutional investors in its securities;

•        Abri may lose media and analyst coverage; and

•        Abri would likely lose any active trading market for its securities, as it may only be traded on one of the over-the-counter markets, if at all.

The Combined Company will be required to meet the initial listing requirements to be listed on the Nasdaq Stock Market. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists its securities, Abri could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage for the Combined Company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Abri may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

Abri may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not sufficiently material to warrant re-solicitation of stockholders, Abri has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to Abri’s obligations to close the Business Combination that there be no applicable law and no injunction or other order restraining or imposing any condition on Closing, however, if the Board determines that any such order or injunction is not material to the business of DLQ, then the Board may elect to waive that condition without stockholder approval and close the Business Combination.

Abri’s stockholders will experience immediate dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that Abri’s current stockholders have on the management of Abri.

It is anticipated that, upon Closing, the public stockholders will retain an ownership interest of 4.9% in the Combined Company, the Sponsor and directors of Abri will retain an ownership interest of 12.5% in the Combined Company, the Representative will retain an ownership interest of 0.2% in the Combined Company, DLQ Parent will own 43.6% of the outstanding Common Stock of the Combined Company, DLQ Parent Stockholders will own approximately 27.2% of the outstanding Common Stock of the Combined Company and DLQ Investors will own approximately 11.6% of the outstanding Common Stock of the Combined Company. The ownership percentages set forth above with respect to the Combined Company do not take into account the redemption of any additional shares

•        Our Sponsor, officers, directors, initial stockholders or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Business Combination is not completed, including any balances outstanding on any Working Capital Notes, as described herein, issued to Abri by the Sponsor. As of June 30, 2023, $1,650,000 is outstanding from the Working Capital Notes, $1,146,784 for two payments of $573,392 for the two three-month extensions, plus five payments of $87,500 ($437,500) for a one month extension, and there are no out-of-pocket expenses owed to Abri’s officers, directors or Sponsor.

•        If a business combination is not consummated, and there are insufficient funds to repay the Working Capital Notes, the automatic extension payments of $1,146,784, the six one-month extension payments of $87,500 for a total of $1,671,784 in extension payments through August 12, 2023, all unpaid amounts would be forgiven. All or a portion of the amounts outstanding under the Working Capital Notes may be converted on the Maturity Date into Units at a price of $10.00 per Unit at the option of the Sponsor. The Units would be identical to the Company’s outstanding Private Units that were issued to the Sponsor in the Private Placement. The Working Capital Notes contain customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the Sponsor.

•        In light of the foregoing, the Sponsor and its affiliates will receive material benefits from Closing and may be incentivized to complete the Business Combination with DLQ rather than liquidate even if (i) DLQ is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and its affiliates may have interests in the Closing that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and its affiliates who hold founder shares or Private Warrants may receive a positive return on their investment(s), even if the public stockholders experience a negative return on their investment after consummation of the Business Combination.

These interests may influence Abri’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Common Stock after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any investment transaction at the time of an initial business combination) are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year. In addition, the Excise Tax would be payable by us, and not by the redeeming holder, however the mechanics of any required payment of the Excise Tax have not been determined. Further, based on recently issued interim guidance from the Internal Revenue Service and Treasury in Notice 2023-2, subject to certain exceptions, the Excise Tax should not apply in the event of Abri’s liquidation.

Risks Related to Combined Company’s Common Stock

The Combined Company’s stock price may fluctuate significantly.

The market price of the Combined Company’s Common Stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

•        actual or anticipated fluctuations in our results of operations due to factors related to its business;

•        success or failure of its business strategies;

•        competition and industry capacity;

•        changes in interest rates and other factors that affect earnings and cash flow;

•        its level of indebtedness, its ability to make payments on or service its indebtedness and its ability to obtain financing as needed;

•        its ability to retain and recruit qualified personnel;

•        its quarterly or annual earnings, or those of other companies in its industry;

•        announcements by us or its competitors of significant acquisitions or dispositions;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        the failure of securities analysts to cover, or positively cover, its Common Stock after the Business Combination;

•        changes in earnings estimates by securities analysts or its ability to meet those estimates;

•        the operating and stock price performance of other comparable companies;

•        investor perception of the company and its industry;

•        overall market fluctuations unrelated to its operating performance;

•        results from any material litigation or government investigation;

•        changes in laws and regulations (including tax laws and regulations) affecting its business;

•        changes in capital gains taxes and taxes on dividends affecting stockholders; and

•        general economic conditions and other external factors.

Low trading volume for the Combined Company’s Common Stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on stock price volatility.

Should the market price of our shares drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against the Combined Company could cause the Combined Company to incur substantial costs and could divert the time and attention of its management and other resources.

Even if the Business Combination is consummated, the Public Warrants may never be in the money, and they may expire worthless.

The exercise price for our warrants is $11.50 per share. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the Public Warrants may expire worthless. The terms of our Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public Warrants (including the Private Warrants) with the consent of

a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of our Common Stock purchasable upon exercise of a Public Warrant.

An investor will only be able to exercise the Public Warrants if the issuance of shares of Common Stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No Public Warrants will be exercisable for cash and we will not be obligated to issue shares of Common Stock unless the shares of Common Stock issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Public Warrants. At the time that the Warrants become exercisable, we expect to continue to be listed on a national securities exchange, which would provide an exemption from registration in every state. However, we cannot assure you of this fact. If the shares of Common Stock issuable upon exercise of the Public Warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the Public Warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if they cannot be sold.

Our management’s ability to require holders of our Public Warrants to exercise such Public Warrants on a cashless basis will cause holders to receive fewer shares of Common Stock upon their exercise of the Public Warrants than they would have received had they been able to exercise their Public Warrants for cash.

If we call our Public Warrants for redemption after the redemption criteria have been satisfied (only if, the reported last sale price of the shares of Common Stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders, and if there is a current registration statement in effect with respect to the shares of Common Stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption) our management will have the option to require any holder that wishes to exercise its Public Warrants (including any Public Warrants held by our initial stockholders or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of Common Stock received by a holder upon exercise will be fewer than it would have been had such holder exercised its warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company. Recent Common Stock trading prices have not met the threshold that would allow us to redeem Public Warrants.

The Private Warrants are identical to the Public Warrants except that the Private Warrants will be exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. If the private warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants.

We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding Public Warrants (excluding any Private Warrants held by our Sponsor or its permitted transferees) at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our Common Stock in the event the shares of our Common Stock are not traded on any specific trading day) of the Common Stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the Public Warrants, we have an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force a warrant holder: (i) to exercise its Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for it to do so, (ii) to sell its Public Warrants at the then-current

THE MEETING

General

Abri is furnishing this proxy statement/prospectus to the Abri stockholders as part of the solicitation of proxies by the Board for use at the Meeting of Abri stockholders to be held on [•], 2023 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about [•], 2023 in connection with the vote on the Proposals. This proxy statement/prospectus provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Meeting.

Date, Time and Place

The Meeting will be held virtually at [•] [•].m., Eastern Time, on [•] and conducted exclusively via live audio cast at [•], or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the Meeting, and you will not be able to attend the meeting in person. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and Abri. The virtual meeting format allows attendance from any location in the world. You will be able to attend, vote your shares, view the list of stockholders entitled to vote at the Meeting and submit questions during the Meeting via a live audio cast available at [•].

Virtual Meeting Registration

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our Common Stock.

If your shares are registered in your name with Continental and you wish to attend the online-only virtual meeting, go to [•], enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the virtual Meeting.

Beneficial stockholders who wish to participate in the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to [•]. Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Continental, a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the virtual Meeting. Beneficial stockholders should contact Continental at least five business days prior to the meeting date.

Accessing the Virtual Meeting Audio Cast

You will need your control number for access. If you do not have your control number, contact Continental at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: 917-___-_____ or email proxy@continentalstock.com.

Record Date; Who is Entitled to Vote

Abri has fixed the close of business on September 1, 2023, as the record date for determining those Abri stockholders entitled to notice of and to vote at the Meeting. As of the close of business on September 1, 2023, there were 2,410,226 shares of Common Stock issued and outstanding and entitled to vote, of which 1,433,480 are founder shares held by the Initial Stockholders. Each holder of shares of Common Stock is entitled to one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

In connection with our IPO, we entered into certain letter agreements pursuant to which the Initial Stockholders agreed to vote any shares of Common Stock owned by them in favor of our initial business combination. The Initial Stockholders also entered into a certain support agreement with DLQ, pursuant to which they agreed to, among other things, vote in favor of the Business Combination Proposal and the other Proposals. As of the date of this proxy statement, the Initial Stockholder hold approximately 23.2% of the outstanding Common Stock.

Quorum and Required Vote for the Proposals

A quorum of Abri stockholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if a majority of the shares of Common Stock issued and outstanding is present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions in person by virtual attendance and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Business Combination Proposal, the Bylaws Amendment Proposal, the Governance Advisory Proposals, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Amendment to the Current Charter Proposal and the Charter Amendment Proposal will require the approval of a majority of the issued and outstanding shares of Common Stock. Approval of the Director Election Proposal will require a plurality of the votes cast. Attending the Meeting either in person by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals (other than the Director Election Proposal). Assuming a quorum is present, broker non-votes will have the same effect as voting “AGAINST” the Amendment to the Current Charter Proposal and the Charter Amendment Proposal, and will have no effect on the vote for any other Proposal.

The Governance Advisory Proposals will be approved and adopted only if holders of at least a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting vote “FOR” the Governance Advisory Proposals. A vote to approve each of the Governance Advisory Proposals is an advisory vote, and therefore, is not binding on Abri, DLQ or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Abri and DLQ intend that the Amended Charter, in the form attached to this proxy statement/prospectus as Annex B-2 and containing the provisions noted above, will take effect at Closing, assuming approval of the Amendment to the Current Charter Proposal and the Charter Amendment Proposal. The Business Combination is not conditioned upon the approval of the Governance Advisory Proposals.

The approval of the Amendment to the Current Charter Proposal and the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal, together with the Business Combination Proposal, is a condition to Closing. If the Business Combination Proposal is not approved, the Business Combination will not take place. Approval of the Business Combination Proposal is also a condition to Proposal No. 2, Proposal No. 3, Proposal No. 5 and Proposal No. 6. If the Amendment to the Current Charter Proposal and the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Director Election Proposal, or the Nasdaq Proposal are not approved, unless waived, the Business Combination Proposal will have no effect (even if approved by the requisite vote of our stockholders at the Meeting or any adjournment or postponement thereof) and the Business Combination will not occur.

Voting Your Shares

Each share of Common Stock that you own in your name entitles you to one vote on each Proposal for the Meeting. Your proxy card shows the number of shares of Common Stock that you own.

There are two ways to ensure that your shares of Common Stock are voted at the Meeting:

•        You can vote your shares by signing, dating and returning the enclosed proxy card in the pre-paid postage envelope provided. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board. Our Board recommends voting “FOR” each of the Proposals. If you hold your shares of Common Stock in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that the votes related to the shares you beneficially own are properly represented and voted at the Meeting.

•        You can participate in the virtual Meeting and vote during the Meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Abri can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our proxy solicitor, Morrow, in writing before the Meeting that you have revoked your proxy; or

•        you may participate in the virtual Meeting, revoke your proxy, and vote during the virtual Meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares?

If you have any questions about how to vote or direct a vote in respect of your shares of Common Stock, you may contact Morrow Sodali LLC, our proxy solicitor as follows:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Toll Free: (800) 662-5200
Collect: (203) 658-9400
Email: ASPA.info@investor.morrowsodali.com

No Additional Matters May Be Presented at the Meeting

This Meeting has been called only to consider the approval of the Business Combination Proposal, the Amendment to the Current Charter Proposal and the Charter Amendment Proposal, the Bylaws Amendment Proposal, the Governance Advisory Proposals, the Director Election Proposal, the Nasdaq Proposal and the Adjournment Proposal. Under our Certificate of Incorporation, other than procedural matters incident to the conduct of the Meeting, no other matters may be considered at the Meeting if they are not included in the notice of the Meeting.

Approval of the Business Combination Proposal, the Bylaws Amendment Proposal, the Governance Advisory Proposals, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Amendment to the Current Charter Proposal and the Charter Amendment Proposal will require the approval of a majority of the issued and outstanding shares of Common Stock. Approval of the Director Election Proposal will require a plurality of the votes cast. Attending the Meeting either in person by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals (other than the Director Election Proposal). Assuming a quorum is present, broker non-votes will have the same effect as voting “AGAINST” the Amendment to the Current Charter Proposal and the Charter Amendment Proposal, and will have no effect on the vote for any other Proposal.

Redemption Rights

Pursuant to our Certificate of Incorporation, a holder of shares of Common Stock may demand that Abri redeem such shares of Common Stock for cash in connection with a business combination. You must elect to redeem your shares of Common Stock before the Meeting; however, your shares of Common Stock will not be redeemed prior to the consummation of the Business Combination.

If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your shares of Common Stock for cash no later than [•] [•].m., Eastern Time on [•], 2023 (at least two business days before the Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the shares of Common Stock to be redeemed and must be sent to Continental at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor
New York, NY 10004
Attention: [•]
Email: [•]

You must tender the shares of Common Stock for which you are electing redemption at least two business days before the Meeting by either:

•        Delivering certificates representing the shares of Common Stock to Continental, or

•        Delivering the shares of Common Stock electronically through the DWAC system.

Any corrected or changed written demand of redemption rights must be received by Continental at least two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the Meeting.

Holders of outstanding Units must separate the underlying Common Stock prior to exercising redemption rights with respect to the Public Common Stock. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Common Stock from the Units.

Public stockholders may seek to have their shares of Common Stock redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of shares of Common Stock as of the Record Date. Any public stockholder who holds shares of Common Stock on or before [•], 2023 (at least two business days before the Meeting) will have the right to demand that his, her or its shares of Common Stock be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at Closing.

In connection with tendering your shares for redemption, you must elect either to physically tender your certificates to Continental or deliver your shares of Common Stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Meeting.

If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares of Common Stock through the DWAC system. Delivering shares of Common Stock physically may take significantly longer. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is Abri’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. Abri does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical certificate. Stockholders who request physical certificates and wish to redeem may be unable to meet the deadline for tendering their shares of Common Stock before exercising their redemption rights and thus will be unable to redeem their shares of Common Stock.

In the event that a stockholder tenders its shares of Common Stock and decides prior to Closing that it does not want to redeem its shares of Common Stock, the stockholder may withdraw the tender. In the event that a stockholder tenders shares of Common Stock and the Business Combination is not completed, these shares of Common Stock will not be redeemed for cash and the physical certificates representing these shares of Common Stock will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Abri

anticipates that a stockholder who tenders shares of Common Stock for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares of Common Stock soon after the Closing.

If properly demanded by the public stockholders, Abri will redeem each share of Common Stock into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of September 25, 2023, this would amount to approximately $10.68 per share of Common Stock. If you exercise your redemption rights, you will be exchanging your shares of Common Stock for cash and will no longer own the shares of Common Stock.

Notwithstanding the foregoing, a holder of the shares of Common Stock, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than twenty percent (20%) of the shares of Common Stock.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.

Appraisal Rights

Appraisal rights are not available to securityholders of Abri in connection with the proposed Business Combination.

Proxies and Proxy Solicitation Costs

Abri is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. Abri and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Abri will bear the cost of solicitation. Morrow Sodali, a proxy solicitation firm that Abri has engaged to assist it in soliciting proxies, will be paid a fixed fee of approximately $25,000 and be reimbursed out-of-pocket expenses.

Abri will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Abri will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

We are asking our stockholders to adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated thereby. Our stockholders should read carefully this proxy statement/prospectus in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Business Combination and the terms and conditions of the Merger Agreement. We also urge our stockholders to read carefully the Merger Agreement in its entirety before voting on this Proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Merger Agreement

On September 9, 2022, Abri SPAC I, Inc., a Delaware corporation (“Abri”), entered into a Merger Agreement (the “Merger Agreement”) by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ” and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between Abri and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of Abri (the “Merger”). The board of directors of Abri has (i) approved and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Abri.

On May 1, 2023 Abri, Abri Sub, DLQ Parent, and DLQ entered into the First Merger Agreement Amendment removing the closing condition requiring Abri to have net tangible assets in excess of $5,000,001 either immediately prior to or upon consummation of the Merger.

On June 8, 2023 Abri, Abri Sub, DLQ Parent, and DLQ entered into the Second Merger Agreement Amendment to (i) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (ii) waive any default of Section 9.1(i) of the Merger Agreement for having received the MVLS Notice from Nasdaq.

On July 20, 2023 Abri, Abri Sub, DLQ Parent, and DLQ entered into an amendment to the Merger Agreement (the “Third Merger Agreement Amendment”) to waive closing conditions and covenants from the Merger Agreement related to the removal of the Sister Companies from the Business Combination and for the name of the Combined Company to be Collective Audience, Inc.

On August 31, 2023, Abri entered into an amendment to the Merger Agreement (the “Fourth Merger Agreement Amendment”) to (i) increase the number of Dividend Shares to be issued to DLQ Parent Stockholders at the Closing of the Business Combination from 25% of the Merger Consideration Shares to 33% of the Merger Consideration Shares, (ii) distribute 14% of the aggregate Merger Consideration Shares to certain DLQ investors, and (iii) to ensure 53% of the Merger Consideration Shares will be subject to lock-up.

The Merger is expected to be consummated after obtaining the required approval by the stockholders of Abri, DLQ and DLQ Parent and the satisfaction of certain other customary closing conditions.

Merger Consideration

The total consideration to be paid at Closing (the “Merger Consideration”) by Abri to DLQ security holders will be an amount equal to $114 million. The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of Abri (“Abri Common Stock”).

Treatment of DLQ Securities

Cancellation of Securities

Each share of DLQ Common Stock (defined below), if any, that is owned by Abri, Merger Sub, DLQ, or any other affiliate of Abri(as treasury stock or otherwise) immediately prior to the effective time of the Merger (the “Effective Time”), will automatically be cancelled and retired without any conversion or consideration.

•        DLQ Common Stock At the Effective Time, each issued and outstanding share of DLQ’s common stock, par value $0.0001 per share (“DLQ Common Stock”) (other than any such shares of DLQ common stock cancelled as described above) will be converted into the right to receive a number of shares of Abri Common Stock equal to the Conversion Ratio.

•        “Conversion Ratio” means the quotient obtained by dividing (a) the Per Share Merger Consideration by (b) $10.00.

•        “Per Share Merger Consideration” means an amount equal to $114,000,000, divided by the number of Fully Diluted Company Shares.

•        “Fully Diluted Company Shares” means the sum, without duplication, of (a) all shares of DLQ Common Stock that are issued and outstanding immediately prior to the Effective Time plus (b) all shares of DLQ Common Stock issuable upon conversion, exercise or exchange of any other in-the-money securities of DLQ convertible into or exchangeable or exercisable for shares of DLQ Common Stock;

•        “Merger Consideration Shares” means an aggregate number of shares of Abri Common Stock equal to the product of (i) the Conversion Ratio, multiplied by (ii) Fully-Diluted Company Shares.

•        “Dividend Shares” means the number of Merger Consideration Shares that will be issued as a dividend to the DLQ Parent Stockholders concurrent with Closing (the “Distribution”), on a pro rata basis in an amount equal to approximately thirty three percent (33%) of the aggregate Merger Consideration Shares (the “Dividend Shares”). The remaining Merger Consideration Shares held by DLQ Parent will be subject to a lock-up in accordance with the terms and conditions more fully set forth in the Lock-Up Agreement, as described herein.

Merger Sub Securities

Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one newly issued share of common stock of the surviving corporation of the Merger.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: (a) corporate existence and power; (b) authorization to enter into the Merger Agreement and related transactions; (c) governmental authorization; (d) non-contravention; (e) capitalization; (f) corporate records; (g) subsidiaries; (h) consents; (i) financial statements; (j) books and records; (k) internal accounting controls; (l) absence of certain changes; (m) properties; title to assets; (n) litigation; (o) contracts; (p) licenses and permits; (q) compliance with laws; (r) intellectual property; (s) accounts payable; affiliate loans; (t) employee matters and benefits; (u) real property; (v) tax matters; (w) environmental laws; (x) finders’ fees; (y) powers of attorney, suretyships and bank accounts; (z) directors and officers; (aa) anti-money laundering laws; (ab) insurance; (ac) related party transactions; and (ad) certain representations related to securities law and activity. Abri has additional representations and warranties, including (a) issuance of shares; (b) trust fund; (c) listing; (d) board approval; (e) SEC documents and financial statements; (f) certain business practices; and (g) expenses, indebtedness and other liabilities.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, conduct of business, access to information, notice of certain events, cooperation in the preparation of the Form S-4 and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of each party’s respective stockholders. The Merger Agreement also contains additional covenants pertaining to DLQ and DLQ Parent including reporting; compliance with laws; no insider trading, commercially reasonable efforts to obtain consents, DLQ Stockholder and DLQ Parent Stockholder approval, provide additional financial information, execute Lock-Up Agreements, amend parent charter, issue dividend shares to DLQ Parent Stockholders, transfer certain assets as described in the Merger Agreement, not issue any dividends or extraordinary bonuses until 11 months after closing, execute certain employment agreements and take reasonable efforts to enter into a financing source agreement of up to $25 million after the Business Combination. Abri has also agreed to include in the Proxy Statement the recommendation of its board that its stockholders approve all of the proposals to be presented at the special meeting.

Non-Solicitation Restrictions

DLQ Parent and DLQ have each agreed that from the date of the Merger Agreement until the Closing Date or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate, encourage or engage in any negotiations with any party relating to an Alternative Transaction (as defined in the Merger Agreement), take any action intended to facilitate an Alternative Transaction or approve, recommend or enter into any agreement relating to an Alternative Transaction.

Conditions to Closing

The consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable (A) law or order, or (B) Action (as defined in the Merger Agreement) commenced or asserted in writing by any Authority (as defined in the Merger Agreement), prohibiting or, in the case of clause (B), materially restrict the consummation of the Merger and related transactions; (ii) receipt of any consent, approval or authorization required by any Authority (as defined in the Merger Agreement); (iii) approval by DLQ Parent’s and DLQ’s stockholders of the Merger and related transactions; (iv) approval by Abri’s stockholders of the Merger and related transactions; (v) the Distribution of the Dividend Shares (as such term is defined in the Merger Agreement) shall be, in all respects, ready to be consummated contemporaneously with the Merger; (vi) the conditional approval for listing by the Nasdaq Stock Market of the shares of Abri Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement and the Additional Agreements and satisfaction of initial and continued listing requirements; and (vii) the Form S-4 becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (“Securities Act”). The condition for DLQ Parent to transfer all of the Intellectual Property assets of Rebel AI, Inc. and all of the Intellectual Property assets of Fixel AI, Inc. to the Company (each a “Sister Company”) has been removed and, due to the negligible independent value of such assets, the Company has not recognized any impairment as such amount would be immaterial. Furthermore, the value of these assets were not contemplated in the merger valuation of DLQ.

Solely with respect to Abri and Merger Sub, the consummation of the Merger is conditioned upon, among other things: (i) DLQ having duly performed or complied with all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of DLQ, being true and correct in all material respects; (iii) no event having occurred that would result in a Material Adverse Effect on DLQ or any of its subsidiaries; (iv) providing a certificate from the chief executive officer as to the accuracy of these conditions; (v) shall have obtained certain Company Group Consents (as such term is defined in the Merger Agreement); (vi) DLQ shall have filed all income Tax Returns for the 2019, 2020 and 2021 tax years and paid all taxes with respect to such tax years (including penalties and interest, if any).

Solely with respect to DLQ, the consummation of the Merger is conditioned upon, among other things: (i) Abri and Merger Sub having duly performed or complied with all of their respective obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of Abri as set forth in the Merger Agreement that are qualified as to materiality being true in all respects and the representations and warranties as set forth in the Merger Agreement that are not so qualified, being true and correct in all material respects; (iii); no event having occurred that would result in a Material Adverse Effect on Abri or Merger Sub; (iv) Abri, Abri Ventures I, LLC (the “Sponsor”), and any other security holder of Abri, shall have executed and delivered to DLQ each Additional Agreement to which they each are a party; (v) Abri and Merger Sub having each delivered certain certificates to DLQ; (vi) Abri having filed its Amended Parent Charter (as defined in the Merger Agreement) and such Amended Parent Charter being declared effective by, the Delaware Secretary of State; (vii) Abri having delivered executed resignation of the Abri directors and officers as set forth in the Merger Agreement; (viii) after the redemption by all stockholders of Abri who have elected to redeem their shares of Abri, Abri shall have made all necessary and appropriate arrangements with the Trustee to have all of the remaining funds contained in the Trust Account, and all such funds released from the Trust Account shall be available to Abri.

Termination

The Merger Agreement may be terminated as follows:

(i)     by either Abri or DLQ, without liability to the other party, if (A) the Merger and related transactions are not consummated on or before February 12, 2023 (the “Outside Closing Date”), and (B) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date. Such right may be exercised by Abri or DLQ, as the case may be, giving written notice to the other at any time after the Outside Closing Date;

(ii)    by either Abri or DLQ if any Authority (as defined in the Merger Agreement) 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;

(iii)   by Abri in the event that DLQ does not deliver to Abri the Company Group Financial Statements on or prior to October 15, 2022, as defined in the Merger Agreement;

(iv)   by mutual written consent of Abri and DLQ duly authorized by each of their respective boards of directors;

(v)    by Abri in the event that the Board of Directors of Abri, in exercising its fiduciary duties, determines that the Business Combination is no longer in the best interests of the stockholders of Abri;

(vi)   by Abri or DLQ if, at the Abri Stockholder Meeting (including any postponements or adjournments thereof), the Required Parent Proposals (as described in the Merger Agreement) shall fail to be approved by the affirmative vote of Abri stockholders required under Abri’s organizational documents and applicable Law or if, at the DLQ Parent Stockholder Meeting (including any postponements or adjournments thereof), the DLQ Parent Stockholder Approval shall fail to be approved by the affirmative vote of DLQ Parent Stockholders required under DLQ Parent’s organizational documents and applicable Law.

(vii)  by either Abri or DLQ, if the other party has breached any of its covenants or representations and warranties such that it would be impossible or would reasonably be expected to be impossible to satisfy any of its closing conditions and such breach is incapable of being cured or is not cured by the earlier of (A) the Outside Closing Date and (B) 30 days following receipt by the breaching party of a written notice of the breach or suffered a Material Adverse Effect which is incurable and continuing; provided that the terminating party is not then in breach of the Merger Agreement so as to prevent the satisfaction of its closing conditions;

Effect of Termination

If the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will become void and of no further force and effect without liability of any party, except for liability arising out of any party’s willful breach of the Merger Agreement or intentional fraud.

Certain Related Agreements

Parent Stockholder Support Agreement

In connection with the execution of the Merger Agreement, Abri, and the Sponsor of Abri entered into that certain Parent Stockholder Support Agreement dated September 9, 2022 (the “Parent Stockholder Support Agreement”) pursuant to which the Sponsor agreed to vote all shares of Abri Common Stock beneficially owned by them in favor of the Parent Proposals (as defined in the Merger Agreement), including the Merger and related transactions and against any action reasonably expected to impede, delay or materially and adversely affect the Merger and related transactions. The Sponsor further agrees to comply with the new Compliance and Disclosure Interpretations of the SEC Tender Offer Rules including Section 166 — Rule 14e-5, and to date has not purchased nor intends to purchase any additional shares of Common Stock of the Company.

Agreements to be Executed at Closing

DLQ Management Earnout Agreement

In connection with the execution of the Merger Agreement, Abri and certain members of DLQ management will enter into a management earnout agreement (the “Management Earnout Agreement”), pursuant to which certain members of the management team of DLQ specified on Schedule A to the Management Earnout Agreement (the “Management”) will have the contingent right to earn up to 2,000,000 shares of Abri Common Stock (“Management Earnout Shares”). 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 (as defined in the Management Earnout Agreement);

•        650,000 Management Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Management Earnout Agreement); and

•        850,000 Management Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Management Earnout Agreement).

Sponsor Earnout Agreement

In connection with the execution of the Merger 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 (as defined in the Sponsor Earnout Agreement). 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 (as defined in the Sponsor Earnout Agreement);

•        350,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Sponsor Earnout Agreement); and

•        400,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Sponsor Earnout Agreement).

Lock-Up Agreement

In connection with the execution of the Merger Agreement, Abri and DLQ Parent will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which DLQ Parent will agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, fifty three percent (53%) of the shares of Abri Common Stock held by them as part of the Merger Consideration, which shares do not include the Dividend Shares, (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of Common Stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 11 months after the Closing Date (the period from the date of the Lock-Up Agreement until such date, the “Lock-Up Period”). DLQ will also cause certain members of its management to enter into a Lock-up Agreement concerning shares of Abri Common Stock they will own.

Amended and Restated Registration Rights Agreement

At Closing, Abri, the Sponsor and Chardan Capital Markets, LLC as underwriter (the “Underwriter”) will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Sponsor, the Underwriter and holders of the Lock-Up Shares and recipients of the Management Earnout Shares and Sponsor Earnout Shares, if any, will be provided certain rights relating to the registration of certain Abri securities.

Voting Agreement

In connection with the execution of the Merger Agreement, Abri, the Sponsor and certain holders of Abri Common Stock (as identified in the Voting Agreement) will enter into a voting agreement (the “Voting Agreement”), pursuant to which such holders of Abri Common Stock agree to vote in favor of certain matters relating to the nomination and election of the Post-Closing Board of Directors (as described in the Voting Agreement).

Warrant Revenue Sharing Side Letter

In connection with the execution of the Merger Agreement, Abri, DLQ and the Sponsor will enter into a letter agreement (the “Warrant Revenue Sharing Side Letter”), pursuant to which Abri and DLQ will divide the proceeds from the Warrant Exercise Price (as defined in the Warrant Revenue Sharing Side Letter), arising from the exercise of the warrants issued as part of the Abri Units sold in its initial public offering whereby twenty percent (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 three (3) days following Abri’s receipt of the cash exercise price of any Warrant. Based upon the terms stated in the Warrant Revenue Sharing Side Letter, the Company intends to use fair value and account for the exercise of such warrants as a liability. The Company has not given any effect to such accounting treatment in the pro forma financial information included in this registration statement.

Effective as of the Closing, the Combined Company’s board of directors will have five (5) directors. The Sponsor has the right to designate three (3) directors. DLQ has the right to designate two (2) directors who shall include the sole member of DLQ’s board of directors before Closing. At the Closing, all of the executive officers of Abri shall resign and the individuals serving as executive officers of the Combined Company immediately after the Closing will be Brent Suen as Chief Executive Officer, Chris Andrews as Chief Operating Officer, and Robb Billy as Chief Financial Officer.

See “Directors, Executive Officers, Executive Compensation and Corporate Governance — Directors and Executive Officers after the Business Combination” for additional information.

Business Combination Extension

On August 5, 2022, Abri deposited $573,392 into the Trust Account to extend the time to complete a Business Combination until November 12, 2022. On November 1, 2022, Abri deposited $573,392 into the Trust Account for the second of two three-month extensions to extend the time to complete a Business Combination until February 12, 2023.

At the Extension Meeting of Abri’s stockholders held on December 9, 2022, Abri’s stockholders approved (i) a proposal to amend Abri’s amended and restated certificate of incorporation, and (ii) a proposal to amend the Management Trust Agreement with the Transfer Agent, to extend the date by which Abri has to consummate a business combination from February 12, 2023 until August 12, 2023, on an as needed, month-to-month basis, by depositing an additional $87,500 into the Trust Account for a one-month extension. On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023 July 10, 2023 Abri deposited $87,500 into the Trust Account for each one-month extension (or a total of $525,000), to extend the time to complete a business combination to August 12, 2023. If Abri’s initial business combination is not consummated by February 12, 2024, then Abri’s existence will terminate. The Company has deposited an aggregate of $525,000 into the Trust Account for all of the six extensions.

On August 7, 2023, Abri held a second special meeting of shareholders (the “Second Extension Meeting”) In connection with Abri’s Second Extension Meeting, the stockholders approved a proposal to extend the date to complete a business combination to February 12, 2024 and to remove the net tangible asset provision in the charter, a total of 570,224 shares were tendered for redemption.

In connection with the Second Extension Meeting, 570,224 shares were tendered for redemption. As a result, approximately $6.05 million (approximately $10.62 per share), after deducting allowable taxes, will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company has 682,148 public shares of common stock outstanding.

Background of the Business Combination

Abri is a blank check company incorporated in Delaware on March 18, 2021. Abri was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On August 12, 2021, Abri consummated its IPO of 5,000,000 Units, each Unit consisting of one share of Common Stock, one Warrant entitling the holder thereof to purchase one-half of a share of Common Stock at a price of $11.50 per whole share, as described in more detail in this prospectus. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to Abri of $50,000,000. On August 23, 2021, the Underwriters exercised the over-allotment option in full and Abri sold 733,920 Over-Allotment Option Units at a price of $10.00 per unit, generating additional gross proceeds of $7,339,200. Simultaneously with the consummation of the IPO, we consummated the Private Placement with the Sponsor of 276,250 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $2,762,500. The Private Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. On August 23, 2021, the Company consummated the sale of an additional 18,348 Private Units generating additional gross proceeds of $183,480.

After deducting the underwriting fee (excluding the deferred underwriting commission of $, which amount will be payable upon consummation of the Business Combination, if consummated) and the IPO expenses, the total net proceeds from Abri’s IPO and the sale of the Private Units, approximately $57.3 million (or $10.00 per Unit sold), was placed in the Trust Account.

Prior to the consummation of its IPO, neither Abri nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with Abri.

After the closing of its IPO, the officers and directors of Abri continued to correspond with Chardan Capital Markets, LLC (“Chardan”), its IPO underwriter, and in mid-August 2021, commenced an active, targeted search for an initial set of potential business combination targets, leveraging their network of relationships. Specifically, the directors and officers focused Fintech/InsurTech companies with unique market positioning, disruptive value proposition, reasonable barrier to competition entry, growth industry and in need of growth capital, strong management team, among others and initiated contact with and were approached by several potential targets and/or advisors, including Chardan.

Of these potential targets, Abri entered into non-disclosure agreements with several targets, but after initial review of the different company data rooms, decided to focus its due diligence efforts on Target A, Target B, Apifiny Inc. and DLQ, and conducted additional due diligence and/or detailed discussions with all companies.

Target A was a company specializing in “providing white-label embedded services for US-based financial institutions.” Abri officers conducted due diligence over August 2021 to October 2021 period, doing business and segment overview, financial analysis, site visit, human resources, among others. While the company demonstrated excellent potential for growth and benefitting from access to capital markets, after completing due diligence, management reached the conclusion that a business combination with this Target would not work because the company was not public ready and doing so would likely extend beyond the SPAC’s transaction time horizon and ultimately decided not to proceed with this target company.

Target B was a company specializing in “providing embedded travel and warranty insurance on a global basis in conjunction with the airline, car rental and on-line retailer industries.” Abri officers conducted due diligence over August 2021 to October 2021 period, doing business and segment overview, financial analysis, human resources, among others. While the company demonstrated excellent potential for growth and benefitting from access to capital markets, after completing due diligence, management reached the conclusion that a business combination with this Target would not work because the company was in the middle of a complex strategic investment round that would likely not meet the SPAC’s transaction time horizon, and ultimately management decided not to proceed with this target company.

Prior Merger Discussions with Apifiny Inc.

On September 21, 2021, Abri entered into an agreement with Chardan to act as Abri’s non-exclusive financial advisor for the purpose of assisting Abri in evaluating several potential acquisition targets, including Apifiny Inc., a crypto currency and mining company. On October 4, 2021, Chardan contacted Abri to gauge Abri’s interest in evaluating a potential business combination with Apifiny Inc. Negotiations continued through January 2022. On January 27, 2022, Abri, Abri Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Abri (“Merger Sub”), Apifiny Inc., and the Sponsor (collectively, the “Apifiny Merger Parties”), signed a merger agreement, where Merger Sub would merge with Apifiny Inc., and Apifiny Inc. would be the surviving corporation in a “reverse triangular merger” transaction (the “Apifiny Merger Agreement”).

On July 22, 2022, the Apifiny Merger Parties entered into a termination of merger letter agreement (the “Merger Termination Agreement”). Pursuant to the Merger Termination Agreement, the Apifiny Merger Parties agreed to mutually terminate the Apifiny Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Merger Termination Agreement. All Additional Agreements (as defined in the Apifiny Merger Agreement) (including the Parent and Company Stockholder Support Agreements) have also been terminated in accordance with their respective terms as of July 22, 2022, the Apifiny Merger Agreement Termination Date. The determination to terminate the Apifiny Merger Agreement was made by mutual agreement among the Apifiny Merger Parties without cause.

Background of the proposed Business Combination with DLQ

In October 2021, Jeffrey Tirman had an introductory meeting in New York with Brent Suen, the Chief Executive Officer of DLQ and discussed DLQ’s business operations and financial needs. The meeting was initiated by Mr. Tirman after seeing Mr. Suen at a dinner gathering. Mr. Tirman and Mr. Suen knew each other as children in the early 1970’s through their fathers, who worked as doctors at the same university hospital in Little Rock, Arkansas. Since then and up until October 2021 when Mr. Tirman and Mr. Suen were reintroduced, there had been no interaction or relationship of any kind whatsoever between Mr. Tirman and Mr. Suen. At that meeting, they explored the generalities of a de-SPAC transaction and the processes related thereto. No action to proceed with a business combination was taken at that time, and Abri moved forward with Apifiny.

On July 26, 2022, after terminating the merger with Apifiny, Mr. Tirman re-engaged with Mr. Suen to determine if DLQ was still interested in pursuing a deSPAC transaction, and to get an update on business developments and operations. Over the next 2 days the parties had preliminary discussions regarding possible transaction terms, valuation, structure of the transaction timing of audits, diligence matters, length of any exclusivity period, and possible filing timelines.

On July 28, 2022, based on discussions over the previous 2 days, Mr. Tirman delivered a Non-Disclosure Agreement and an initial draft letter of intent to DLQ. The initial letter of intent represented the discussions between the parties.

The initial letter of intent was prepared by Abri and reflected the amount of earnout shares to be distributed to DLQ management and to the Sponsor under specific circumstances, a warrant revenue sharing arrangement where 20% of the gross proceeds to be paid to the Sponsor in the event that the warrants are exercised at a price of $16.50 per share. These terms were not negotiated further. The initial letter of intent also included a tentative valuation of $140 million, which was proposed by DLQ, subject to further due diligence and discussions about the presented projections. That valuation was subsequently adjusted to $114 million over the next few days.

On July 29, 2022, Mr. Tirman and Mr. Suen further discussed the Letter of Intent and potential transaction terms. The main focus was on the potential valuation and the parties agreed that 3.5-5.0 times estimated current revenue was a fair preliminary valuation pending due diligence and further confirmatory financial analysis. There was also continued discussion on audit timing. The parties also discussed exclusivity and the fact that Abri would not be exclusive but that DLQ needed to agree to exclusivity. Abri believed that this was in its best interest given the limited life on the SPAC and that we had already consumed significant time on the prior transaction that was not ultimately consummated.

On July 30, 2022, the Non-Disclosure Agreement was executed. Discussions continued regarding merger consideration structure, lock-up periods and NASDAQ listing requirements. General terms for the Letter of Intent were verbally agreed, which included an original target valuation was of $140 million based on a precursory look at preliminary data and comparable public companies which were generated by Factset and had been provided to DLQ the previous year. In addition, the initial proposal for the five directors of the combined company was to include two directors being appointed by Abri appointing DLQ would appoint three directors. The parties also discussed that the initial parent lock-up would be for 12 months following the business combination.

On July 30, 2022, a further revised draft of the Letter of Intent was delivered by Mr. Tirman to Mr. Suen. The revisions changed the composition of the board whereby Abri would appoint three directors and DLQ would appoint two directors. Abri believed that their board nominees are very experienced and would benefit post-merger public stockholders. In addition, several companies with similar business criteria were reviewed and in light of some of those criteria, the valuation range was lowered to between $122 and $144 million. The valuation was adjusted lower to reflect the specific criteria of DLQ relative to these comparable companies, whereby Abri would acquire 100% of the outstanding equity securities of DLQ at the value of $114,000,000. There was no discussion about the need to raise additional capital at that time, and the valuation did not include any future financing from the Sponsor, including the possible up to $25 million financing after the close of the Business Combination. The parties also agreed to lower the parent lock-up period from 12 to 11 months. With these updated terms, the Letter of Intent was revised and executed the same day. Please see “Basis For Evaluation” below.

After the signing of the Letter of Intent, and subsequently through discussions of terms in the Merger Agreement, both the Sponsor and DLQ observed developments in the SPAC market in the United States leading to high levels of redemptions in connection with the closing of business combinations. This initiated discussions about the possibility of the Combined Company needing financing after the closing of the Business Combination.

Over the next few weeks, during the due diligence process and finalizing the other terms of the Merger Agreement and related documents, as further described below, the Sponsor, Abri and DLQ held several discussions about the possible need for additional capital, and the Sponsor proposed to extend up to $25 million in post-closing financing to the Combined Company. The general terms agreed were: i) the financing amount would be up to $25 million, ii) the Sponsor or one of its affiliated entities would have the right to raise up to that $25 million, and iii) the overall structure would be a line of credit or similar draw-down instrument. The specific terms of the overall structure were not finalized during those discussions.

During the week of August 1, 2022, the parties commenced the due diligence process and DLQ began to populate a virtual dataroom.

On August 7, 2022, the parties held an initial due diligence call with counsel. Also, on such date, Abri and its counsel were given access to the virtual dataroom to commence due diligence.

Throughout August and early September 2022, Abri and its advisors conducted additional due diligence review of a prospective Business Combination with DLQ. More specifically, the due diligence questions Abri asked related to, and the corresponding materials it requested included, corporate records, stockholder information, a history of securities issuances by DLQ, financing documents, material contracts, management and employees, financial information, sales and marketing, real property, intellectual property, IT systems and networks, privacy and data security, environmental matters, governmental regulations and filing, litigation and audits, insurance policies and claims, tax returns and related records, and other miscellaneous items.

On August 8, 2022, Chris Hardt, Abri’s Chief Financial Officer, visited the DLQ offices in Minneapolis and had an in-person meeting with members of DLQ management.

Also, on August 8, 2022, counsel for Abri and DLQ had a call to discuss the structure of the transaction and the possible dividend of a portion of the consideration to the stockholders of DLQ’s parent. The parties also discussed the structuring of the transfer of certain intellectual property assets owned by sister entities of DLQ. Finally, the parties discussed the status of the audit of the financials that would be required for the financial statements.

During the week of August 8, 2022, the parties continued discussions regarding structuring the transaction and continued to perform due diligence.

Further discussions about the need for financing after the closing of the Business Combination were held between the Sponsor, DLQ and Abri management, and that the merger agreement would provide that the parties would enter into a senior financing facility, or similar structure, whereby the Sponsor would serve as the exclusive financing source for the Combined Company after the closing of the Business Combination for up to $25 million.

During the week of August 15, 2022, Loeb and Loeb, LLP, Abri’s legal counsel (“L&L”) prepared the Merger Agreement and circulated an initial draft of the Merger Agreement on August 21, 2022. The Merger Agreement reflected substantially all of the terms contained in the Letter of Intent except that initially Abri was to only retain two (2) directors and DLQ would have a right to appoint 3 directors. In the initial draft, the number of directors was revised so that Abri would retain three (3) directors and DLQ would have a right to appoint two (2) additional directors. In addition the specific structure of the acquisition was not set forth in detail in the Letter of Intent. Between the signing of the Letter of Intent and the circulation of the initial draft of the Merger Agreement, the parties discussed the structure with tax and legal professionals and finalized a structure through which DLQ would first acquire the assets of Fixel AI, Inc. and Rebel AI, Inc. and, subsequent to such acquisition, a subsidiary of Abri would merge with DLQ. The structure also contemplated that 25% of the shares constituting the purchase price would be distributed to the stockholders of DLQ Parent as a dividend. In addition, the initial draft of the Merger Agreement included indemnification from DLQ Parent for breaches of representations, warranties and covenants and included a share escrow of five (5%) percent of the purchase price to satisfy any indemnification claims.

On August 25, 2022 L&L also circulated updated representations and warranties with respect to data privacy.

On August 26, 2022, DLQ’s legal counsel, Procopio, Cory, Hargreaves & Savitch LLP (“PCHS”) circulated comments to the Merger Agreement. The revised draft clarified that the assets and not the equity of Rebel AI, Inc. and Fixel AI, Inc. would be contributed to DLQ prior to the closing. The revised draft also included a board of seven (7) directors of which the Company would appoint four (4) directors. The representations and warranties of DLQ were revised so that exceptions to the representations contained in the SEC filings of DLQ Parent did not need to be separately scheduled in the disclosure schedules. The revised draft also included knowledge qualifiers and certain other clarifying revisions to the representations and warranties of DLQ, and increased representations and warranties for Abri including ones related to compliance with laws, employment matters, and Investment Company Act matters. DLQ also updated the revised draft to provide for reciprocity of the exclusivity provisions; the adoption of an equity incentive plan for Abri; the inclusion of a fiduciary out; reduction the lock-up period to 9 months and inclusion of a lock-up period for the shares owned by the Sponsor; deletion of the senior financing facility and deletion of the indemnification provisions. In addition, DLQ revised the governing law from Delaware to New York.

On August 31, 2022, L&L circulated certain ancillary documents to PCHS for review.

On September 1, 2022, L&L circulated a further revised draft Merger Agreement. The revised document made further changes to the intellectual property and data privacy representations and certain other representations of DLQ. Abri also refused to include any lock-up provisions with respect to the sponsor shares and removed such provisions from the draft. Abri further amended the DLQ lock-up period to 11 months. Abri also required that the provisions with respect to the board of directors reverted back to the prior provisions, including a board of five (5) directors, three of which would be appointed by Abri. The agreement was also revised in order to lower the dollar thresholds for the conduct of the business prior to closing. In addition, the draft removed he exclusivity provisions for Abri and added back the provisions with respect to the senior financing facility. In addition, the choice of law was changed back to Delaware. Finally, Abri agreed to delete the indemnification provisions contained in the initial draft.

On September 2, 2022, PCHS circulated an initial draft of the disclosure schedules to the Merger Agreement.

On September 2, 2022 PCHS also circulated a further revised draft of the Merger Agreement in order to respond to the comments from September 1, 2022. This draft inserted the fiduciary out for DLQ, to revise the term for the lockup and make certain other change to the representations. DLQ and Abri had a call on September 3rd and as result of the call, PCHS circulated a revised draft of the Merger Agreement on September 3, 2022 removing the fiduciary out provisions.

Between September 3, 2022 through the signing of the Merger Agreement on September 9, 2022, L&L and PCHS exchanged drafts of the Merger Agreement which included updates and revisions to the representations and warranties of the parties. The parties also revised and prepared final drafts of the ancillary documents, including the Parent Support agreement, the Sponsor Earnout Agreement, the Management Earnout Agreement, the Voting Agreement and the Warrant Revenue Sharing Side Letter, the proposed amendments to the post-merger company’s bylaws and certificate of incorporation, and finalized the disclosure schedules to the Merger Agreement. The terms of such ancillary documents did not change materially from those circulated in the Letter of Intent.

The specific terms of the overall structure for the possible financing of the Combined Company were still not finalized, so the parties agreed to leave the provision as it was in the original draft of the merger agreement, where the Sponsor would be the exclusive financing source after the Business Combination to raise financing up to $25 million. To date, the terms of any such financing have not yet been agreed and will be finalized at, or immediately subsequent to, the Closing of the business combination.

The business combination was presented at a meeting of the board of directors of Abri, where all board members attended. Although Mr. Tirman has known Mr. Suen for many years, there has never been a business relationship between them. Mr. Tirman explained the merits of the transactions and the reasons, as presented below, to consider in making a decision to move forward with DLQ for the business combination. Since there is no business relationship between the management of Abri or the management of DLQ, the management believed that there is no conflict of interest in presenting this business opportunity to the board of directors. After careful consideration of the terms and conditions of the Merger Agreement, Abri’s board of directors determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Abri and its stockholders. On September 8, 2022, at a virtual, meeting where all members of the board of directors of Abri were present, the Definitive Merger Agreement was unanimously approved.

On September 9, 2022, the parties signed the Definitive Merger Agreement.

On October 31, 2022, pursuant to an agreement between Abri and Chardan, the underwriter of the IPO, Chardan agreed to provide certain financial advisory services to Abri in connection with the business combination with DLQ and upon closing of the Business Combination, Chardan will receive 30,000 shares of Common Stock. This is in addition to the deferred underwriting fee of $1,500,000 that Chardan will receive as a result of the Business Combination pursuant to the Underwriting Agreement dated August 9, 2021 in connection with Ari’s IPO.

On October 11, 2022, Abri SPAC I, Inc. engaged The Mentor Group, Inc. to serve as an independent financial advisor for the benefit of the Board in connection with the consideration by the Board of the Merger between Abri an DLQ.

To raise additional proceeds to fund the Business Combination and closing costs, Abri was contemplating a private placement transaction for an for a minimum commitment of $4,555,231 (a “PIPE Investment”). Proceeds from the PIPE Investment will be used to pay certain fees and expenses in connection with the Business Combination, including closing

costs and the deferred underwriter’s fee and working capital, and the expectation was to do a private placement to close immediately prior to or simultaneously with the closing of the Business Combination, for a minimum of $4,555,231. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account after redemptions will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions.

During the first quarter 2023, due to working capital constraints, DLQ revenue from lead generation declined, which would impact revenue for the remainder of the year. In addition, DLQ incurred additional expenses buying ads as a result of lower sales. DLQ signed a new MSA for Affiliation Management services which offset some of the loss in revenue, but operating costs relative to sales was higher. This was largely driven by a reduction of working capital available that reduced the ability to place ads on behalf of clients. While the company was able to reduce total operating expenses, it was not enough to offset the reduction in sales. For this reason, the Company calculated a forecast for 2024 to take into account changes in business conditions. This forecast is reflected below on page 106.

In May of 2023, Abri and the Sponsor began discussing the financial needs of the Company post-business combination as contemplated by the parties when they signed the Merger Agreement, where they included that the Sponsor would serve as the exclusive financing source for the Combined Company after the closing of the Business Combination for up to $25 million. The parties discussed the need to possibly increase the amount to $30 million.

On June 8, 2023 Abri, Abri Sub, DLQ Parent, and DLQ entered into an amendment to the Merger Agreement to (i) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (ii) waive any default of Section 9.1(i) of the Merger Agreement for having received the MVLS Notice from Nasdaq.

In its continued due diligence of the potential acquisition of the intellectual property relating to the Fixel’s MarTech Audience Targeting Platform and the Rebel SMB marketing prior to the Closing of the Business Combination, DLQ concluded that due to the complexities related to the IP transfers and the negligible independent value of such assets, these platforms no longer make financial sense and no longer complement their business model. The value of these assets were not contemplated in the merger valuation of DLQ. The exclusion of these assets would also prevent additional cost for DLQ to integrate these assets, which outweighed the value of having them at all.

In June, 2023 the parties agreed that the name of the Combined Company after the Closing of the Business Combination would be Collective Audience. The parties concluded this would be a simpler solution to separate any association of confusion with DLQ Parent, “Logiq, Inc.”

After several discussions in June, 2023, Abri agreed to release DLQ from its obligation to complete these acquisitions and signed Amendment No. 3 into the Merger Agreement in order to release DLQ from its obligation to complete the acquisition of the Sister Company assets, and to change the name of the Combined Company to Collective Audience, Inc.

Beginning in July 2023, Abri and the Sponsor began discussions with third party investors in connection with putting an ELOC in place at the Closing of the Business Combination. The parties decided that the amount of the ELOC or any other form of financing should be increased, and the maximum amount of funds to be sourced by the Sponsor should be $30 million. Abri and the Sponsor discontinued discussions of a PIPE investment in furthering discussions relating to the possibility of arranging financing through an ELOC instead.

The terms of an ELOC were discussed whereby if an ELOC were to be in place, it would allow for the purchase shares of Common Stock of the Company from time to time in a minimum amount not less than $50,000 and up to of $500,000 depending on daily trading volume and the market price of the Common Stock. Terms and third party investors have not yet been confirmed and the Sponsor will continue to have discussions with investors to come to an arrangement at the Closing of the Business Combination.

As consideration for their assistance in securing a financial commitment, the Company may issue to the Sponsor 50,000 shares of common stock on the date on which a definitive agreement is entered into with a third party investor, possibly in the form of an ELOC.

On July 20, 2023 Abri, Abri Sub, DLQ Parent, and DLQ entered into an amendment to the Merger Agreement to (i) 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, (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.

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 and possibly doing an investment in DLQ before the Business Combination. The amount would not overlap with the Combined Company’s financing arrangements if the Company enters onto an investment arrangement, which will only be secured at the time of the Business Combination if market conditions at that time are favorable.

During the months of June and July, DLQ began discussions with Chardan whereby an institutional investor would purchase shares of DLQ before the Closing of the Business Combination which 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. This private placement investment would be in lieu of a PIPE Investment. The Sponsor, DLQ management and Abri management concluded that an investment in the form of a PIPE or an ELOC was not in the best interest of the Combined Company due to difficulty in sourcing an investment under current market conditions, and instead DLQ management would focus on securing an investment into DLQ directly, therefore being included as part of the 11,400,000 Merger Consideration Shares.

During the early weeks in August 2023, DLQ had conversations with institutional investors to invest directly into DLQ in the form of a $5 million private placement. The parties agreed to an investment into DLQ in the form of a $5 million convertible promissory note which would convert into shares of common stock of DLQ prior to the Closing of the Business Combination, and would then be exchanged for 1,600,000 out of the 11,400,000 Merger Consideration Shares at the Closing of the Business Combination.

Discussions for alternative financings by way of a PIPE or an ELOC were discontinued in light of the fact that DLQ was securing an alternative source of financing directly, which funds would be available at the Closing of the Business Combination. Due to unfavorable market conditions, both management teams concluded that the Combined Company would be better off raising capital after the Business Combination on an as needed basis, through the Sponsor as was originally contemplated.

Furthermore, the Sponsor and the management teams of both Abri and DLQ reviewed options of financing through an ELOC and concluded that this form of financing could result in deeper dilution to the public shareholders, which would not be in their best interest, and this in turn would make it more difficult to raise capital for the Combined Company. They decided not to pursue an ELOC as a financing option.

During the week of August 14, 2023, terms for an investment into DLQ were discussed where certain institutional investors (the “Investors”) would invest $5 million into DLQ through a convertible promissory note prior to the Business Combination. The promissory notes would convert into shares of common stock of DLQ immediately before the Closing of the Business Combination in order to be included in the shares of common stock of DLQ that would be exchanged for 11,400,000 Merger Consideration Shares. The Investors sought protection of their investment and the parties agreed to escrow an additional 1,500,000 Merger Consideration Shares out of the remaining 9,800,000 Merger Consideration Shares (the “Reset Shares”). In order to protect the Dividend Shares being issued to DLQ Parent Stockholders, and to accommodate the Investors to recoup their investment, DLQ decided to increase the 25% Dividend Share allocation to 33%, which would allow for the escrow of the 1,500,000 Reset Shares that may be issued to the Investors or, in the alternative, any Reset Shares not released to the Investors, could be distributed to DLQ Parent Stockholders as additional Dividend Shares.

During the week of August 21, 2023, DLQ Parent, the Sponsor and the management teams of Abri and DLQ agreed to amend the Merger Agreement to increase the number of shares issued to DLQ Parent stockholders from 25% of the Merger Consideration Shares (or 2,850,000 shares) to 33% of the Merger Consideration Shares (or 3,762,000 shares), so that any Reset Shares not issued to investors to recoup their DLQ investment, would be issued as additional Dividend Shares to the DLQ Parent Stockholders.

On August 31, 2023, Abri entered into an amendment to the Merger Agreement (the “Fourth Merger Agreement Amendment”) to (i) increase the number of Dividend Shares to be issued to DLQ Parent Stockholders at the Closing of the Business Combination from 25% of the Merger Consideration Shares to 33% of the Merger Consideration Shares, (ii) distribute 14% of the aggregate Merger Consideration Shares to certain DLQ investors, and (iii) to ensure 53% of the Merger Consideration Shares will be subject to lock-up.

On September 5, 2023, DLQ entered into an agreement with the Investors for a $5 million investment in DLQ (the “DLQ Investment”) in the form of convertible promissory notes issued by DLQ (the “DLQ Notes”). The DLQ Notes shall convert into such number of shares of common stock of DLQ (the “Conversion Shares”), that would be exchanged for 1,600,000 Merger Consideration Shares at the Closing. As a condition to the DLQ Investment, the

Investors requested an assurance mechanism from DLQ to protect the Investors in the event they were unable to recoup the full value of the DLQ Investment. DLQ agreed to put the 1,500,000 Reset Shares into escrow, which shares would be released to the Investors to cover any shortfall of the DLQ Investment, up to the maximum amount of Reset Shares. After the Closing of the Business Combination, once the Investors recoup the DLQ Investment, any remaining Reset Shares not released to the Investors, would be distributed to DLQ Parent Stockholders as additional Dividend Shares. In addition, approximately 6 million Merger Consideration Shares, not distributed to DLQ Parent Stockholders, shall be placed in an escrow account until the DLQ Investment has been recouped by the Investors, or all the Reset Shares have been released.

The DLQ Investment funds were put into an escrow account and released at Closing to pay certain fees and expenses in connection with the Business Combination, including closing costs including the deferred underwriter’s fee and for working capital. To the extent not utilized to consummate the Business Combination, the remaining proceeds from the DLQ Investment and the proceeds from the Trust Account after redemptions will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. Investors have also received a $5 million convertible note issued by DLQ Parent (the “LGIQ Note”), which shall, at the option of the Investors, convert into such number of shares of Common Stock of DLQ Parent (“LGIQ Shares”) derived by dividing $5 million by the volume weighted average share price of LGIQ on the day before the date of conversion.

The Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination

In evaluating the transaction with DLQ, the Board consulted with management and Abri’s legal counsel. The board of directors considered and evaluated several factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the board of directors did not assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The board of directors based its decision on all the information available and the factors presented to and considered by it. In addition, individual directors may have given different weights to different factors. This explanation of our reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Before reaching its decision, the board of directors discussed the material results of its management’s due diligence activities, which included:

•        extensive meetings and calls with DLQ’s management team regarding the company’s products, development plans, operations and projections;

•        research on the financial services industry in general and the technology and software companies, particularly “Software as a Service” (SaaS) and digital content companies (market size, rapidly changing regulatory environment, among other considerations);

•        due diligence activities relating to business, accounting, legal, tax, financial trading, investing and processing, insurance, operations and other matters;

•        financial and valuation analyses including financial projections provided by DLQ; and

•        research on the public trading values of comparable peer companies.

The board of directors considered a number of factors that align with the above metrics pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, after considering the risks associated with DLQ’s business, including but not limited to, the following material factors:

•        DLQ is positioned in Abri’s primary target industries of financial and technology services, particularly SaaS and digital content providers.

•        DLQ has a unique market position with a track record of growing its platform through acquisition.

•        We believe that their platform to market their SaaS products, their demonstrated growth in a cost effective and transparent manner should enable it to benefit from this growth industry.

•        We believe that DLQ, which may need growth capital in the future, will be able to grow faster with access to capital through continuing its business model as a separate entity from DLQ Parent, and being public as a separate entity, would articulate its current business model more efficiently.

•        At a $114 million transaction valuation, we believe that this is an attractive valuation relative to its competitors and/or peers.

•        The company has a strong management team and work force made of a good mixture of experienced tech talent, and executive with experience with a publicly trading company.

•        Abri evaluated risks associated with DLQ being able to continue to grow through acquisition to expand its software services in addition to complimentary products. Please see “Risk Factors — Risks Related to DLQ’s Business” on page 51 of this proxy statement/prospectus.

Basis for Valuation

After careful consideration, the board of Abri recommends that its stockholders vote “FOR” the approval of the Business Combination.

Abri determined that an enterprise valuation in the range of $122 million to $144 million was reasonable, implying a multiple in the range of 1.7 x to 2.0 x projected revenues for 2023.

Abri independently selected 16 comparable publicly traded companies which included 8 companies from the list of 9 companies pulled from Factset, and we were able to retrieve some relevant financial data on those companies provided as of August 29, 2022. Abri determined that the most relevant metric to use in valuing DLQ was a multiple of 2023 projected revenue given that:

•        DLQ has been making multiple recent acquisitions. The most recent one was in March 2022, so the (annual) revenue will not cycle through DLQ`s financials until fiscal 2023.

•        DLQ was in the process of entering into a Managed Services Agreement which would have a material impact on revenues going forward, which was subsequently announced on November 8, 2022 on Form 8-K.

•        Recent historic revenue is biased downward by several significant non-recurring events. Specifically, a change in digital advertising rules in the company`s key Medicare vertical which caused the company to pause and change existing advertising campaigns; and a delay in obtaining working capital financing to support normalized growth in the company`s core lead generation business.

•        A multiple of gross profit is a less relevant metric for DLQ to determine its enterprise value as the company will only gradually gravitate towards normalized margins, driven by existing products expected to be drawn into the abovementioned new business contract over time.

•        EBITDA multiple is not a relevant metric as the positive inflection point is only achieved in 2023. We believe DLQ will not be operating at normalized margins in 2023 because we believe that it will be in the process of integrating recent acquisitions and a large new contract, as well as still being in the early stages of scaling up.

By applying the mean enterprise value/2023 revenue multiple of the comparable publicly traded companies to DLQ`s 2023 projected revenue, an enterprise valuation of $209 million is implied for DLQ

However, DLQ is expected to have substantially lower revenue, a lower gross margin, and a higher growth rate than the comparable publicly traded companies.

In order to assess the impact of revenue size, gross margin, and growth on the enterprise value/2023 revenue multiple, we compared the 2023 mean enterprise value/2023 revenue multiple for the 3 highest and 3 lowest ranking comparable publicly traded companies by revenue, gross margin, and growth.

2023 EV/Rev ranked by Rev, GM, and Growth

This comparison points to companies with high revenue and growth commanding a higher enterprise value/2023 revenue multiple, while a higher or lower gross margin does not appear to make a significant difference in the valuation multiple.

In light of the substantially lower revenue, and higher growth rate versus the publicly traded comparable companies, we believe that DLQ should be valued at an enterprise value/2023 revenue multiple in the 1.7 to 2.0 times range, resulting in an enterprise valuation in the $122 million to $144 million range. This represents a substantial discount from the 2.9 times mean multiple of the universe of 16 comparable publicly traded companies.

Based on our analysis of the respective business models, and discussions with DLQ, we determined that the closest comparable publicly listed companies are Magnite Inc., System 1 Inc., and Zeta Global Holdings Corp. The mean enterprise value/2023 revenue multiple at which these close comps are valued at is 2.2 times. Thus, the 1.7 – 2.0 times multiple range that we applied to our valuation of DLQ is at a discount to the closest publicly listed comparable companies.

We reiterate that this valuation assumes that there are no further acquisitions during the 2023 projection horizon, even though 3 targets have been identified. We believe that DLQ has a proven track record of making acquisitions and integrating them with the existing businesses.

The Abri board considered this analysis and the consideration to be paid in connection with the business combination with DLQ and determined that they were reasonable and fair (the Mentor Group fairness opinion was not available until after the board voted).

The Abri board of directors and management team decided after the Merger Agreement was signed that it would be in the best interests of Abri and its stockholders to obtain an independent valuation of DLQ by a professional valuation firm not otherwise involved in the Merger and on a fixed fee basis not tied to the consummation of the Merger or contingent upon reaching any particular result, in order to assist it in the determination of whether or not to proceed with the Merger at a stated value of $114,000,000.

The board considered several valuation firms and selected The Mentor Group, Inc. (“Mentor Group”) based on its long experience and national reputation for valuing business enterprises on a going concern basis, its independence, and its willingness to work on a fixed fee basis, and its compensation not tied to the consummation of the Merger or contingent upon the reaching of any particular result. In addition, there was no material relationship between Mentor and Abri or its affiliates that existed during the past two years, or otherwise mutually understood to be contemplated. Abri SPAC I, Inc. engaged The Mentor Group based on The Mentor Group’s experience and reputation.

On October 11, 2022, Abri engaged The Mentor Group to evaluate the transaction.

On December 4, 2022, after reviewing the Mentor Group’s fairness opinion, the board determined that the fairness opinion validated the Company’s final decision. Therefore, the board continues to recommend the business combination with DLQ.

For purposes of this analysis, we used certain publicly available historical financial data for 16 selected publicly traded companies. The 16 companies included in the selected public company analysis are reflected in the chart below.

On August 30, 2022, DLQ, Inc. and Benchmark Company, LLC entered into an agreement where Benchmark agreed to act as the exclusive financial advisor relating to a merger or acquisition with a publicly traded company. Benchmark acted merely as a high level advisor, and provided the company with publicly available information from Factset related other SPAC deals. The companies were selected based on similar business segments and business verticals to those in which DLQ operates and how recent those transactions occurred. No specific factor was more important than the other.

At an implied enterprise value/revenue (“EV/Revenue”) multiple of 2.9 x 2023 expected revenues, the implied enterprise valuation would be approximately $209 million. In light of DLQ’s lower revenue and higher growth rate versus the 16 comparable companies, we believe that DLQ should be valued at a 2023 EV/Revenue multiple in the 1.7 to 2.0 range, resulting in an enterprise valuation in the $122 to $144 million range, putting DLQ at a reasonable discount to the comparable universe and the company`s closest comparable companies. This valuation assumes there are no further acquisitions during the 2023 projection horizon. DLQ has demonstrated a recent track record of integrating three acquisitions into its existing businesses. Should DLQ continue with more acquisitions in the near future, the valuation could be viewed as being at a substantial discount to the comparable companies. Therefore, we believe that a pro forma equity valuation of DLQ in the $122 – $144 million range is defensible, which we believed should be discounted to a $114 million pre-money equity value, based on market conditions at that time.

Opinion of Abri’s Financial Advisor

Abri’s board of directors retained The Mentor Group Inc. (“Mentor Group” or “TMG”) to act as a financial advisor to the board in connection with the Business Combination to render to the board an opinion as to the fairness to Abri’s stockholders, from a financial point of view, of the consideration to be paid by in the Business Combination. On December 4, 2022, Mentor delivered a written opinion and final supporting analysis presentation to the effect that as of August 29, 2022 and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Business Combination pursuant to the Merger Agreement is fair to Abri’s stockholders from a financial point of view.

The full text of the written opinion of TMG dated December 4, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this proxy statement/prospectus. The following summary of TMG’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. TMG provided

its opinion for the information and assistance of Abri’s board of directors in connection with its consideration of the Business Combination. TMG’s opinion was not intended to and does not constitute a recommendation as to how any of Abri’s stockholders should vote or take any action with respect to the Business Combination or any other matter.

TMG understands that Abri SPAC I, Inc. (“Abri”, the “Parent”) entered into a merger agreement (the “Merger Agreement”) on September 9, 2022 by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation ( “DLQ”), Abri SPAC I, Inc., and Abri Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). As currently contemplated by the Merger Agreement, at the Effective Time: (i) Merger Sub shall be merged with and into DLQ; (ii) the separate corporate existence of Merger Sub shall thereupon cease, and DLQ shall be the Surviving Corporation, which shall be named “Collective Audience, Inc.”; (iii) the Surviving Corporation shall become a wholly-owned Subsidiary of Parent, which shall change its name to “Collective Audience, Inc.”; (iv) each share of DLQ Common Stock, if any, that is owned by Parent or Merger Sub (or any other Affiliate of Parent) or DLQ (or any of its Subsidiaries, as treasury stock or otherwise), will automatically be cancelled and retired without any conversion thereof and will cease to exist, and no consideration will be delivered in exchange therefor; (v) each share of DLQ Common Stock, if any, held immediately prior to the Effective Time by DLQ as treasury stock shall be automatically cancelled and extinguished, and no consideration shall be paid with respect thereto; (vi) each share of DLQ Common Stock issued and outstanding immediately prior to the Effective Time shall, in accordance with DLQ Certificate of Incorporation and subject to this Merger Agreement, be converted into the right to receive a number of shares of Parent Common Stock equal to the Conversion Ratio; (vii) the Conversion Ratio is an amount equal to the Per Share Merger Consideration Amount of $114,000,000 divided by the number of Fully Diluted DLQ Shares; (viii) Fully Diluted DLQ shares are all shares of DLQ Common Stock that are issued and outstanding immediately prior to the Effective Time, plus all shares of DLQ Common Stock issuable upon conversion, exercise or exchange of any other in-the-money securities of DLQ convertible into or exchangeable or exercisable for shares of DLQ Common Stock.

In connection with rendering its opinion, TMG made such reviews, analyses and inquiries as deemed necessary and appropriate under the circumstances, including, among other things:

•        Reviewed a final draft of the Merger Agreement by and among Logiq, Inc., DLQ, Inc., Abri SPAC I Inc., and Abri Merger Sub, Inc. dated September 9, 2022;

•        reviewed the Form S-4 Registration Statement filed with the SEC on November 3, 2022 regarding the Merger;

•        reviewed the Letter of Intent dated July 31, 2022 regarding the Merger including Exhibit A, Summary of Terms;

•        reviewed certain information relating to the historical, current and future operations, financial condition and prospects of DLQ made available to us by Abri, including financial projections (and adjustments thereto) prepared by the management of DLQ relating to DLQ for the fiscal years ending 2022 through 2023, (the “DLQ Forecasts”), which forecasts appear in “Certain DLQ Projected Financial Information” above;

•        reviewed the 10Ks and 10Qs of Logiq, Inc. for the fiscal years 2020 – 2021 and fiscal quarters of 2022 through September 30, 2022;

•        reviewed data compiled from Factset as of August 29, 2022;

•        spoke with certain members of the management of Abri regarding the business, operations, financial condition and prospects of DLQ, the Merger and related matters;

•        compared the financial and operating performance of DLQ with that of other public companies that we deemed to be relevant;

•        considered publicly available financial terms of certain transactions that we deemed to be relevant; and,

•        conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate.

In addition, TMG relied upon and assumed, without independent verification, the accuracy and completeness of all data, material other information furnished, or otherwise made available to TMG, discussed with or reviewed by TMG, or publicly available, and do not assume any responsibility with respect to such data, material, and other information. In addition, Abri management has advised TMG, and TMG assumed that DLQ forecasts reviewed by TMG have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of DLQ management as to the future financial results and condition of DLQ and the other matters covered thereby, and TMG expresses no opinion with respect to such projections or the assumptions on which they are based. TMG relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of DLQ since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to TMG that would be material to TMG’s analyses or its opinion, and that there is no information or any facts that would make any of the information reviewed by us incomplete or misleading.

TMG relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Merger Agreement identified above and all other related documents and instruments that are referred to therein are true and correct, (ii) each party to the Letter of Intent (“LOI”) and other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) all conditions to the consummation of the Merger will be satisfied without waiver thereof, and (iv) the Merger will be consummated in a timely manner in accordance with the terms described in the LOI, the Merger Agreement, and other related documents and instruments. TMG relied upon and assumed, without independent verification, that (i) the Merger will be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Business Combination will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Business Combination or DLQ that would be material to our analyses or TMG’s opinion.

Furthermore, in connection with this opinion, TMG was not requested to make, and has not made, any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of DLQ or any other party, nor were we provided with any such appraisal or evaluation. TMG has not undertaken an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which DLQ is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which DLQ is or may be a party or is or may be subject.

The following is a summary of the material financial analyses performed by TMG in connection with the preparation of its fairness opinion. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by TMG.

The financial analyses are summarized below and presented in tabular format in TMG’s attached opinion. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by TMG or Abri’s board of directors. Except as otherwise noted, the following quantitative information, to the extent it is based on market data, is based on market data as it existed on or before August 29, 2022 and is not necessarily indicative of current market conditions. Financial information of DLQ is valued as of September 30, 2022, as provided by DLQ management, which includes the changes in the revenue (and as a result EBITDA) expected from clients of the rapidly expanding business. All analyses conducted by TMG were going-concern analyses and TMG expressed no opinion regarding the liquidation value of any entity.

TMG completed a series of financial analyses to derive a range of potential equity values for DLQ and calculated the value of the implied post-merger value of DLQ’s Common Shares. TMG’s financial analysis employed three methodologies, with particular weight given to each:

•        selected public company analysis using a weighted average;

•        selected guideline public company analysis using regression analysis; and,

•        guideline merged and acquired company analysis.

Guideline Merged and Acquired Company Analysis

TMG selected seven transactions of companies in the same industry as and similar to DLQ including:

•        TV Squared Limited (acquired by Innovid Corp.)

•        Even Financial Inc. (acquired by MoneyLion, Inc.)

•        Scryer, Inc. (acquired by Altus Group Limited)

•        PandoLogic Ltd. (acquired by Veritone, Inc.)

•        Sharpspring, Inc. (acquired by Constant Contact, Inc.)

•        Synacor, Inc. (acquired by Centre Lange Partners, LLC)

•        Telaria, Inc. (acquired by The Rubicon Project, Inc.)

None of the acquired companies was EBITDA positive at the date of acquisition. TMG determined multiples of EV to revenue based on the transaction consideration. The EV Revenue multiples ranged from 1.09 to 8.42, with median 3.71 and mean 4.59. As in the case of the guideline public companies, TMG selected the first and third quartile multiples to apply to the 2022 and 2023 forecast revenue of Logiq, Inc. Based on the application of the revenue multiples to the 2022 and 2023 forecast revenue, TMG determined an implied enterprise value range from $48,353,400 (rounded) to $1,212,510,100 (rounded).

No company used in this analysis is identical or directly comparable to DLQ. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves considerations and judgements concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which DLQ is compared.

Miscellaneous

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description.

In performing its analyses, TMG considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of TMG and DLQ. The estimates of the future performance of DLQ in or underlying TMG’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by TMG’s analyses. These analyses were prepared solely as part of TMG’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to Abri’s board of directors in connection with the delivery of TMG’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be TMG’s view of the actual value of DLQ.

Abri provided for a fixed fee of not to exceed $55,000, subject to adjustment due to discovery of unknown conditions or other scope changes, plus reimbursement of fees associated with the review of disclosure related to TMG’s engagement and opinion, and reimbursement of certain costs and expenses. Fees billed by The Mentor Group to date have totaled $35,000, which have been paid in full. The engagement agreement includes various representations, warranties and indemnities on the part of Abri SPAC I, Inc. and also provided that The Mentor Group could rely on projections and financial statements provided by the Board, Abri SPAC I, Inc. and/or Logiq, Inc., without independent verification.

Abri has also agreed to indemnify TMG and its affiliates, and the respective controlling persons, directors, officers, partners and employees of each of the foregoing against any actions taken or omitted to be taken in connection with Abri’s engagement of TMG or otherwise relate to or arise out of TMG’s activities on Abri’s behalf under the TMG engagement.

There was no material relationship between TMG and Abri or its affiliates that existed during the past two years, or otherwise mutually understood to be contemplated. Abri engaged TMG based on TMG’s experience and reputation. TMG is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures and for other purposes. TMG may in the future provide financial advisory or investment banking services to Abri, DLQ or its affiliates and may receive compensation for the rendering of these services.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that Abri’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

•        At an Extension Meeting of Abri’s stockholders held on December 9, 2022, Abri’s stockholders approved (i) a proposal to amend Abri’s amended and restated certificate of incorporation, and (ii) a proposal to amend the Management Trust Agreement with the Transfer Agent, to extend the date by which Abri has to consummate a business combination from February 12, 2023 until August 12, 2023, on an as needed, month-to-month basis (each an “Extension”), by depositing an additional $87,500 (a “Contribution”) into the Trust Account for each such one-month Extension (referred to as the “December 9 Amendments”). The Sponsor made aggregate Contributions in the amount of $525,000 to extend the time to complete a business combination to August 12, 2023.

•        If an initial business combination, such as the Business Combination, is not completed by February 12, 2024, Abri will be required to dissolve and liquidate.

•        If the Business Combination is not approved, in accordance with our Charter, the 1,433,480 founder shares held by our Sponsor, our officers and directors, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 294,598 shares of Common stock and 294,598 Private Warrants that were included in the Private Units acquired simultaneously with the IPO and in connection with the exercise of the overallotment option, for an aggregate purchase price of $2,945,980. Irrespective of existing lock-up agreements that impose restrictions on the transfer of the founder shares, the shares of Common Stock in the Private Units and Private Warrants, such founder shares together with the shares of Common Stock in the Private Units, and Private Warrants had an aggregate market value of approximately $3,249,416 based on the last sale price of $10.95 and $0.08, respectively, on Nasdaq on September 25, 2023.

•        The Sponsor may receive up to $13,188,016 (or 20%) of the proceeds of the exercise of the Public Warrants, if the Public Warrants are exercised at $11.50 per share. The Public Warrants may be redeemed for $0.01 per Public Warrant unless the holder thereof exercises such Public Warrant, so long as the price per share of the Company’s stock is above $16.50 for over any twenty (20) consecutive trading days. For more information, see “Summary of the Proxy statement — Agreements to be Executed at Closing — Warrant Revenue Sharing Side Letter”;

•        the fact that the Sponsor may receive up to 1,000,000 Earnout Shares if the Company achieves certain milestones as follows:

250,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the First Milestone Event (as defined in the Sponsor Earnout Agreement), which would have a value of $4,125,000 with the stock price at $16.50;

350,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Sponsor Earnout Agreement), which, including the first tranche of 250,000 Earnout Shares, would have a total value of $13,800,000 with the stock price at $23.00; and

400,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Sponsor Earnout Agreement), which, including the first tranche of 250,000 Earnout Shares plus the second tranche of 350,000 Earnout Shares, would have a total value of $30,000,000 with the stock price at $30.00.

•        If the Business Combination is completed, assuming the stock price of the Combined Company is $30.00 per share, and (i) the Public Warrants are exercised; (ii) the Private Warrants are exercised on a cashless exercise basis; (iii) all Earnout Share Milestones are achieved; and (iv) the Sponsor and its affiliates still hold 1,728,078 shares of Common stock (which includes 1,433,480 founder shares plus 294,598 shares included in the Private Units), the Sponsor stands to gain up to $13,188,016 for the exercise of the Public Warrants; $2,678,164 in value for the 89,272 shares with the cashless exercise of the Private Warrants; $30,000,000 in value of the Earnout Shares; and $51,842,340 in value of the 1,728,078 shares held, for a total of $97,708,520.

•        On March 8, 2022, the Company issued a convertible promissory note (the “First Working Capital Note”) to the Sponsor. Pursuant to the First Working Capital Note, the Sponsor agreed to loan us an aggregate principal amount of $300,000. On April 4, 2022, the Company issued a second convertible promissory note for an aggregate principal amount of $500,000 (the “Second Working Capital Note”) to the Sponsor. On August 26, 2022, the Company issued a third convertible promissory note for an aggregate principal amount of $300,000 (the “Third Working Capital Note”) to the Sponsor. On November 22, 2022, the Company issued a fourth convertible promissory note for an aggregate principal amount of $150,000 (the “Fourth Working Capital Note”) to the Sponsor. On January 17, 2023, the Company issued a fifth convertible promissory note for an aggregate principal amount of $200,000 (the “Fifth Working Capital Note”) to the Sponsor. On February 10, 2023, the Company issued a sixth convertible promissory note for an aggregate principal amount of $150,000 (the “Sixth Working Capital Note”) to the Sponsor and on July 31, 2023, the Company issued a seventh working capital note in the amount of $11,250 (the “Seventh Working Capital Note”) to the Sponsor (the First Working Capital Note through the Seventh Working Capital Notes are hereinafter referred to as the “Working Capital Notes”). The Working Capital Notes were issued to fund working capital of the Company. The Working Capital Notes are non-interest bearing and all outstanding amounts under the Working Capital Notes will be due on the date on which we consummate our initial business combination (the “Maturity Date”).

•        On August 5, 2022, Abri deposited $573,392 into the trust account of ABRI (the “Trust Account”), to extend the time to complete a Business Combination until November 12, 2022. On November 1, 2022, Abri deposited $573,392 into the Trust Account for the second of two three-month extensions to extend the time to complete a Business Combination until February 12, 2023.

•        On February 6, 2023, March 10, 2023, April 11, 2023, May 11, 2023, June 9, 2023 and July 10, 2023, Abri deposited $87,500 for each one-month extension (or $525,000 in total) into the Trust Account to extend the time to complete a business combination to August 12, 2023.

•        On August 7, 2023, at the Second Extension Meeting, the stockholders approved the proposal to amend the Company’s Charter: (a) giving the Company the right to extend the date by which it has to complete a business combination to February 12, 2024 without making any further deposits into the Trust Account, and (b) to change the Charter by removing the requirement to have net tangible assets of at least $5,000,001 upon consummation of a Business Combination.

•        If we are unable to complete a business combination and distribute the proceeds held in trust to our public stockholders, our Sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us;

•        All rights specified in the Company’s Charter as amended on December 9, 2022 and August 9, 2023, relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will