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November 30, 2022
Jeffrey Tirman
Chief Executive Officer
Abri SPAC I, Inc.
9663 Santa Monica Blvd., No. 1091
Beverly Hills, CA 90210
Re:Abri SPAC I, Inc.
Registration Statement on Form S-4
Filed November 3, 2022
File No. 333-268133
Dear Jeffrey Tirman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed November 3, 2022
Cover Page
1.We note your disclosure on page 17 that if Abri public stockholders redeem more than
31.25% of their publicly owned shares of Abri Common Stock, DLQ Parent will
beneficially own a majority of Abri Common Stock.  Please revise your prospectus cover
to include comparable disclosure that identifies the party that will exercise control over
the post-combination company.  In addition, identify any DLQ Parent Stockholders that
will exercise control over the post-combination company as a result of their indirect
holdings through DLQ Parent and their direct holdings as a result of the Distribution.
2.Disclose the national securities exchange where the securities of the post-combination
company will be listed.  Refer to Item 501(b)(4) of Regulation S-K.

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 Comapany NameAbri SPAC I, Inc.
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 FirstName LastNameJeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
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Questions and Answers About the Proposals
Q: What equity stake will current stockholders of Abri, DLQ and DLQ Parent Stockholders
hold..., page 8
3.Please revise to include a cross reference to the full analysis of the different ownership
scenarios on pages 30-31 in the section “Ownership of the Combined Company After the
Closing.”  Make conforming changes on page 84 as well.
Q: What interests does the Sponsor and its affiliates have in the Business Combination?, page 10
4.Please revise to address and quantify the potential payments to the Sponsor under
the Warrant Revenue Sharing Side Letter, the Sponsor Earnout Shares, the potential
financing source agreement, and payments made to date by the Sponsor to extend Abri's
deadline to complete a business combination.  In this regard, it appears Abri previously
extended the deadline to complete a business combination from August 12, 2022 to
February 12, 2023, and Abri is seeking to further extend the deadline to August 12, 2023.
Quantify the aggregate dollar amount of what the Sponsor and its affiliates have at risk
that depends on completion of a business combination.  Ensure your disclosure on pages
33 and 84 is consistent with the disclosure here.
Q: What are the reasons for the Board's recommendation regarding the Business Combination
with DLQ?, page 12
5.We note your disclosure here that the Board is obtaining a fairness opinion for this
transaction, yet your disclosure on pages 77-83 indicates the Board did not obtain a
fairness opinion and does not reference a forthcoming opinion.  Please tell us whether the
Board is currently in the process of obtaining a fairness opinion, and if so, confirm that
you will include the relevant disclosure in your filing upon delivery of the opinion.
Merger Agreement, page 22
6.Please revise your diagram of the Post Merger - Combined Company on page 22 to
include the Sister Companies and other subsidiaries of DLQ Parent.  Please also revise to
reflect the fact the the DLQ Parent Stockholders will hold shares of the post-combination
company both directly and indirectly through DLQ Parent.  Include a similar diagram in
the "Information About DLQ" section beginning on page 112 to give investors context for
the relationship between DataLogiq, Logiq, and the Sister Companies post-merger.
Maximum Redemption Calculation, page 23
7.Please include comparable disclosure for the interim redemption scenario.
Parent Stockholder Support Agreement, page 27
8.We note your disclosure that Abri and a certain stockholder of Abri entered into the Parent
Stockholder Support Agreement, pursuant to which they agreed to vote all shares of Abri

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 Comapany NameAbri SPAC I, Inc.
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Jeffrey Tirman
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November 30, 2022
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Common Stock beneficially owned by them, including any additional shares of Abri they
acquire ownership of, in favor of the Parent Proposals.  With respect to the additional
shares of Abri they may acquire, confirm your intent to comply, and revise your
disclosure accordingly, with the conditions set forth in the Compliance and Disclosure
Interpretation located at Question 166.01 of the Tender Offers and Schedules
interpretations, located on the SEC's website.
Selected Historical Financial Data of Abri, page 37
9.The amount of working capital as of December 31, 2021 of $(210,999) as disclosed on
page 37 does not agree to the amount indicated by Abri's consolidated balance sheet on
page F-3.  Please reconcile and revise these disclosures.
Risk Factors, page 40
10.We note your cross reference to a risk factor addressing the risks of being a "controlled
company" on page 17, yet it does not appear such risk factor has been included.  Please
revise to provide such risk factor disclosure.
11.Please include a risk factor discussing the anti-takeover provisions that are included in the
proposed charter and bylaws, such as the limitations on who may call a special meeting of
stockholders, the advance notice requirements for bringing stockholder actions, and the
inability of stockholders to act by written consent.  We also note that your disclosure
suggests, and the proposed charter provides, that stockholders may not act by written
consent, but Section 2.9 of the proposed bylaws appears to permit stockholders to act by
written consent.  Please revise for consistency.
12.Please include a risk factor addressing the provision in the proposed charter waiving the
corporate opportunities doctrine.
13.Please include a risk factor addressing the ramifications of failing to obtain an additional
$25 million under the potential financing source agreement referenced on page 25 and in
Section 7.10 of the Merger Agreement, including the risk that this will leave the post-
merger entity under-capitalized.  In this regard, we note that it appears there is no
minimum cash condition, and we note your disclosure on page F-70 that "the future
viability of the company beyond June 30, 2022 is largely dependent on funding from
Logiq, Inc. or additional sources of financing."
DLQ may be subject to fines or other penalties imposed by the Internal Revenue Service..., page
40
14.To the extent practicable, quantify the anticipated amounts owed, including penalties, to
the IRS.  In this regard, we note the DLQ financial projections on page 82 appear to
suggest you expect a $2.6M income tax expense in 2023.

 FirstName LastNameJeffrey Tirman
 Comapany NameAbri SPAC I, Inc.
 November 30, 2022 Page 4
 FirstName LastName
Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
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Merger Agreement
Conditions to Closing, page 73
15.We note your disclosure that, prior to closing, DLQ Parent shall have transferred all of the
Intellectual Property assets of Rebel AI, Inc. and all of the Intellectual Property assets of
Fixel AI, Inc. to DLQ, and that all the Related Company Outbound IP Agreements and all
Related Company Customer Agreements (as such terms are defined in the Merger
Agreement) have been cancelled or terminated or have expired on their own terms.  When
available, please describe the material terms of these agreements in the filing and file them
as exhibits to the registration statement.
Warrant Revenue Sharing Side Letter, page 76
16.Your disclosure indicates that Abri, DLQ and Sponser will enter into a letter agreement
pursuant to which Abri and DLQ will divide the proceeds 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.  Please tell us how you plan to
account for this arrangement when the warrants are exercised.  Also, please indicate
whether any effect has been given to this arrangement in the pro forma financial
information included on pages 134 through 143 of your registration statement.
Background of the Business Combination
Prior Merger Discussions with Apifiny Inc., page 78
17.Please disclose why the parties terminated the Merger Agreement between Abri and
Apifiny.
Background of the Proposed Business Combination with DLQ, page 78
18.We note your disclosure that in October 2021, members of Abri management had an
introductory meeting in New York with Brent Suen, the Chief Executive Officer of DLQ.
Please disclose which party made the initial contact.
19.Please provide a detailed description of the negotiations regarding the letter of intent that
was executed on July 30, 2022, including the material terms of the initial draft, the
material terms included in the final executed version, and how the material terms evolved
over the course of the negotiations.  Please include enough information so that investors
can fully understand how the final terms were negotiated and ultimately determined.
20.Please revise to discuss in greater detail how the valuation of DLQ was determined and
the specific negotiations that resulted in the $144 million amount.  For example, it is not
clear which party proposed the initial valuation, what the initial proposal was, and if and
how the amount evolved throughout the negotiations.  If no other valuation amount was
considered by the Board, specifically state as much.  In addition, disclose whether and

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November 30, 2022
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how the Board considered the valuation of DLQ Parent as quoted on OTCQX in their
analysis and evaluation.
21.We note your disclosure on page 25 and Section 7.10 of the Merger Agreement that DLQ,
Abri, and the Sponsor shall each use commercially reasonable efforts to enter into a
mutually acceptable agreement that provides that Sponsor shall be the exclusive financing
source of DLQ and Abri after the Business Combination in an amount which shall not
exceed $25 million.  Please clarify whether the agreed valuation of $114 million reflects
this expected $25 million additional financing.  Disclose any discussions about the need to
obtain additional financing for the combined company, such as this provision in the
Merger Agreement, and any negotiations or marketing processes undertaken to date.
22.We note your disclosure on pages 78-79 that reflect various exchanges of initial comments
and revised drafts and discussions among the parties of both the Merger Agreement and
the ancillary agreements.  Please amend your disclosure to describe the material content of
these discussions, including the positions of the parties and the terms that were negotiated
by the parties throughout this period, including, but not limited to, the type of
consideration to be paid, the earnout shares, the warrant revenue sharing arrangement, the
financial projections and any discussions relating to the assumptions underlying such
projections, the control and governance of the post-combination company, director
designation rights and organizational documents, and the lock up agreements.  If
applicable, describe how any material terms differed from the letter of intent.
23.Please disclose when Abri's Board approved the Merger Agreement and who participated
in the meeting.
24.Abri's charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
25.We note that Chardan performed additional services after the IPO and part of the IPO
underwriting fee was deferred and conditioned on completion of a business combination.
Please quantify the aggregate fees payable to Chardan that are contingent on completion
of the business combination.
The Board's Discussion of Valuation and Reasons for the Approval of the Business
Combination, page 79
26.We note your disclosure that "We believe that DLQ, which is in need of growth capital,
will be able to grow faster and smarter with proper access to capital which being public
affords."  Please explain why this was a factor that supported the Board's decision to
recommend the transaction when DLQ currently has access to capital in the public
markets via DLQ Parent.
Certain DLQ Projected Financial Information, page 80
27.We note your disclosure on page 81 that "the inclusion of the unaudited projected
financial information in this joint proxy statement/prospectus should not be...deemed an

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 Comapany NameAbri SPAC I, Inc.
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November 30, 2022
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admission or representation by DLQ, Abri or any of their respective affiliates that it is or
they view it as material information of DLQ, and in fact, none of the foregoing view the
unaudited projected financial information as material because of the inherent risks and
uncertainties associated with such long-term projections."  Please remove this disclaimer
from your filing.  We also note your disclosure on page 82 that "stockholders are
cautioned not to place undue, if any, reliance on these projections."  Please remove the "if
any" language.
28.Please provide more detail and quantify, where applicable, the underlying assumptions
discussed on page 82.  For example, elaborate on the geographic markets in which DLQ
plans to expand, and quantify the growth of DLQ’s current businesses and sales and
marketing efforts you reference.
DLQ Valuation, page 83
29.Please further revise this disclosure to explain how the companies selected are reasonably
comparable and provide more detail regarding the criteria you considered in their
selection.  Please disclose the type of business of each of the guideline companies.
30.We note you cite "Benchmark" as a source for the table of comparable company data.
Please explain the role of Benchmark in this transaction, tell us whether Benchmark was
engaged as an advisor to either DLQ or Abri, and whether Benchmark provided to the
Board any reports contemplated by Item 4(b) of Form S-4.
Material U.S. Federal Income Tax Consequences
Material U.S. Federal Income Tax Consequences of the Business Combination to Holders of
DLQ Parent Common Stock, page 103
31.We note your disclosure that DLQ and Abri intend that, for U.S. federal income tax
purposes, the Business Combination will qualify as a “reorganization” within the meaning
of Section 368(a) of the Code.  Please revise to provide a tax opinion related to the
material tax consequences of the Business Combination to both Abri and DLQ Parent
Stockholders.  Refer to Section III.A.2 of Staff Legal Bulletin No. 19. Please also revise
the section throughout to remove any inappropriate disclaimers or limitations on reliance.
Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Abri
Results of Operations, page 109
32.Plea