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CORRESP
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    G. Alex Weniger-Araujo

    Partner

    345 Park Avenue

    New York, NY 10154

    P. 212.407.4063

Main 212.407.4000

Fax aweniger@loeb.com

February 7, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: Abri SPAC I, Inc.

Registration Statement on Form S-4

Filed November 3, 2022

File No. 333-268133

Attention: Robert Shapiro, Linda Cvrkel, Taylor Beech and Dietrich
King

On behalf of our client, Abri
SPAC I, Inc., a Delaware company (“Abri” or the “Company”), we respond to the comments of the staff
of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Registration
Statement on Form S-4 filed on November 3, 2022 (the “S-4”) contained in the Staff’s letter dated November 30,
2022 (the “Comment Letter”).

The Company has filed via
EDGAR an Amendment No. 1 to the S-4 (the “Amendment”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed
below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers
in the Amendment.

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.

Response: The Company has revised the disclosure
in the Amendment to reflect this and to address the Staff’s comment. Please see “Will the Combined Company be a “Controlled
Company” after the Business Combination” on page 19, and risk factor on page 60, “Abri will be a “controlled
company” and the Combined Company can rely on exemptions from certain corporate governance requirements that provide greater protection
to stockholders of other companies.”

Los Angeles    New York
    Chicago    Nashville     Washington, DC     San Francisco
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For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

  United States Securities and Exchange Commission

February 7, 2023

Page 2

 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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 21.

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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 8 “What equity stake will current
stockholders of Abri, DLQ and DLQ Parent Stockholders hold in the Combined Company after the Closing?”, pages 24-25 “Potential
Impact of Additional Dilution” and pages 32-33, “Ownership of the Combined Company After the Closing” and “Potential
Impact of Additional Dilution,” which disclosure is repeated on page 103.

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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please refer to page 11 “What interests does
the Sponsor and its affiliates have in the Business Combination?”

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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 13, “What are the reasons for
the Board’s recommendation regarding the Business Combination with DLQ?” and “Opinion of Abri’s Financial
Advisor” on page 97. In addition, the Fairness Opinion from The Mentor Group, Inc. has been filed as an exhibit to the Amendment.
Please also refer to the “Mentor Fairness Opinion” attached as Annex D to the Amendment.

  United States Securities and Exchange Commission

February 7, 2023

Page 3

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 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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 24, 33, and 104 “Diagram Of
Pre-Existing Structure” and Diagram Of Post Structure” and the post-merger relationship on page 134.

Maximum Redemption Calculation, page 23

 7. Please include comparable disclosure for the interim redemption scenario.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 25 and 103 “Interim Redemption
Calculation.”

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 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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 28, “Parent Stockholder Support
Agreement.”

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.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see page 41 and corresponding consolidated balance sheet on page F-3.

  United States Securities and Exchange Commission

February 7, 2023

Page 4

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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 60, “If Abri becomes a “controlled
company” and the Combined Company can rely on exemptions from certain corporate governance requirements that provide greater protection
to stockholders of other companies.”

 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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 60, “Delaware law and our
Certificate of Incorporation 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.”

 12. Please include a risk factor addressing the provision in the proposed charter waiving the corporate opportunities
doctrine.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 61, “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.”

 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.”

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 67, “We may require additional
debt and equity capital to pursue our business objectives after the Business Combination and respond to business opportunities, challenges
or unforeseen circumstances and if such capital is not available, our business, financial condition and results of operations may be adversely
affected.”

  United States Securities and Exchange Commission

February 7, 2023

Page 5

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.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see “DLQ may be subject to fines or other penalties imposed by
the Internal Revenue Service and other tax authorities” on page 44.

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.

Response: The terms of these agreements
have not yet been negotiated or determined, but the Company will describe and file as exhibits when finalized.

Warrant Revenue Sharing Side Letter, page 76

 16. Your disclosure indicates that Abri, DLQ and Sponsor 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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see “Warrant Revenue Sharing Side Letter”
on page 85.

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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 87 “Prior Merger Discussions
with Apifiny Inc.”

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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 87 “Background of the Proposed
Business Combination with DLQ.”

  United States Securities and Exchange Commission

February 7, 2023

Page 6

 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.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 88-90.

 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 a