SecProbe.io

CORRESP
1
filename1.htm

    G. Alex Weniger-Araujo

    Partner

    345 Park Avenue

New York, NY 10154

    P.  212.407.4063

Main 212.407.4000

Fax

aweniger@loeb.com

May 11, 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 1, Inc.

Amendment No. 1 to Registration Statement on Form S-4 Filed February 7, 2023

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 Amendment
No. 1 to the Registration Statement on Form S-4 filed on February 7, 2023 (the “S-4”) contained in the Staff’s
letter dated February 28, 2023 (the “Comment Letter”).

The Company has filed via
EDGAR an Amendment No. 2 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.

Amendment No. 1 to Registration Statement on
Form S-4

Cover Page

1.
We reissue comment 1 in part. Where you discuss the controlled company exemption on your prospectus cover, please revise to state
that DLQ Parent will exercise control over the company by owning approximately 59% of the Combined Company at closing and clarify whether
such figure assumes no Earnout Shares are issued. In addition, we note your disclosure on page 182 that “for at least some period
following the Merger, the Combined Company may utilize these exemptions since the Combined Company has not yet made a determination with
respect to the independence of all directors.” Revise to include comparable disclosure on your prospectus cover and pages 19 and
60.

Response: The Company has revised the disclosure
in the Amendment to reflect this and to address the Staff’s comment. Please see the cover page, “Will the Combined Company
be a “Controlled Company” after the Business Combination” on page 19, 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”, and page 182 “Controlled Company Exemption.”

    Los Angeles
    New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

    For the United
    States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    Page 2

2.  We
reissue comment 2. Explicitly state the national securities exchange where the securities of the post-combination company will be
listed, including the corresponding trading symbol for the securities, on your prospectus cover. 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 the cover page.

Q: What interests does the Sponsor and its
affiliates have in the Business Combination?, page 11

3.
We note your revised disclosure in response to comment 4 and reissue in part. Please revise to quantify the value of the Sponsor
Earnout Shares and the aggregate dollar amount of what the Sponsor and its affiliates have at risk that depends on completion of a business
combination. In this regard, we note your disclosure on page 10 that, “if the Business Combination is not consummated, the aggregate
amount of approximately $5,630,264 will be lost.” This does not include the amounts that the Sponsor and its affiliates would stand
to gain upon completion of the business combination. Ensure your disclosure on pages 35, 69 and 101 is consistent with the disclosure
here.

Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 11, 36, 71 and 105.

Q: Are there any arrangements to help ensure
that Abri will have sufficient funds..., page 12

4.
Please revise your disclosure here and in your risk factor on page 67 that you included in response to comment 13 to clarify whether
you anticipate needing, and pursuing, the additional $25 million financing through the Sponsor. Please also clarify whether you are obligated
to use commercially reasonable efforts to enter into such financing regardless of whether you need the additional cash. Lastly, please
revise this section and your risk factor on page 67 to address how the lack of a minimum cash condition may contribute to the post-combination
company being under-capitalized.

Response: The
Company has revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 13, 93 and Risk Factor on 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.”

Summary of the Joint Proxy Statement, page
20

5.
We note your disclosure under the headings “Potential Impact of Additional Dilution” on pages 25 and 34 appears to
present the same information. Please remove one of the redundant discussions or explain how they are different.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment and removed the disclosure from page 25.

    Page 3

Merger Agreement, page 24

6.
We note your revised disclosure in response to comment 6. Please further revise to replace the organizational charts you included
on pages 24 and 33 with the chart you included on page 132 that illustrates the relationship between the post-combination company and
the Sister Companies.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment and conformed the charts on pages 24, 33 and 137.

Parent Stockholder Support Agreement, page
29

7.
We reissue comment 8, as we are unable to locate your revised disclosure. 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 on pages 29 and 86.

Risk Factors

DLQ may be subject to fines or other penalties
imposed by the Internal Revenue Service..., page 44

8.
We note your revised disclosure in response to comment 14 and reissue. We note the DLQ financial projections appear to suggest
you expect a $2.6M income tax expense in 2023. Please include comparable disclosure in this risk factor.

Response: The Company has revised the disclosure
in the Amendment to remove the risk factor. DLQ has resolved its open tax filing issues since filing the S-4 and does not expect any income
tax expense liability.

Delaware law and our Amended Charter and Bylaws
will contain certain provisions..., page 60

9.
We note your revised disclosure in response to comment 11 and reissue our comment in part. Revise this risk factor to address 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: We have deleted Section 2.9 of
the proposed bylaws and an updated proposed bylaws has been filed with the Amendment.

Warrant Revenue Sharing Side Letter, page 85

10.
We note in your response to comment 16 that the pro forma financial information does not give effect to the Warrant Revenue Side
Sharing Agreement. Please add a pro forma adjustment for the effect of this agreement to the pro forma financial information on pages
152 through 163 or explain why such an adjustment is not necessary. The adjustment should be accompanied by a footnote explaining how
the amount was determined and the accounting treatment. Refer to Rule 11-02(a)(6) of Regulation S-X.

    Page 4

Response: We acknowledge the Staff’s comment,
and the Warrant Revenue Side Sharing Agreement disclosure has been revised with an adjustment and footnote “I” on page 163
as follows:

(I)
Represents recognition of the fair value of the Warrant Revenue Side Sharing Agreement as a liability. Per such agreement, Abri
will split the proceeds of any warrant cash exercises received at any time, by delivering to the Sponsor 20% of the gross proceeds received
by Abri. The current liability is based on a fair value calculation using the present value of a Black-Scholes option pricing model to
compute the expected cash flows from the warrants.

Background of the Proposed Business Combination
with DLQ, page 87

11.
We note your disclosure in response to comment 18 that Mr. Tirman and Mr. Suen had met several years before at a dinner gathering,
and that Mr. Tirman has known Mr. Suen for many years, but there has never been a business relationship between them. Please provide more
detail about the nature of the relationship between Mr. Tirman and Mr. Suen.

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

12.
We note your revised disclosure in response to comments 19 and 22 and reissue our comments in part. Please include a description
of the key terms in the initial draft of the letter of intent that was delivered on July 28, 2022 and specify which party prepared the
initial draft. Where you discuss the merger agreement negotiations, revise to describe any negotiations relating to the type of consideration
to be paid, the earnout shares, the warrant revenue sharing arrangement, and the financial projections. If such terms were not negotiated,
so state, and disclose which party proposed such terms. In this regard, we note your disclosure that the terms of many ancillary documents
did not change materially from those circulated in the letter of intent.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see pages 90-91.

13.
We reissue comment 20 in part. Please disclose which party proposed the initial $140 million valuation figure.

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

14.
We note your response to comment 21 that the agreed valuation of $114 million does not reflect the additional $25 million financing.
Please disclose this in your filing. In addition, disclose any discussions about the need to obtain additional financing for the combined
company and any negotiations or marketing processes undertaken to date. If there were none, so state.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see “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?” on page 13, disclosure on pages
90-91.

    Page 5

Certain DLQ Projected Financial Information,
page 93

15.
We reissue comment 28 in part. Quantify the growth rates you are assuming of DLQ’s current businesses.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see page 97.

Opinion of Abri’s Financial Advisor,
page 96

16.
We note your disclosure that TMG reviewed financial projections prepared by the management of DLQ relating to DLQ for the fiscal
years ending 2022 through 2023 as part of its analysis. Please clarify whether these are the same projections that appear on page 94,
and if not, include such projections in your filing.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see page 100.

Total Shares of Common Stock Outstanding Upon
Consummation of the Business Combination Maximum Redemption Scenario, page 102

17.
Please disclose why the requirement to maintain a minimum amount of $5,000,001 of net tangible assets has been removed from the
maximum redemption scenario in conjunction with closing on the business combination. Also, explain how the anticipated transactions costs
will be paid from available cash at closing.

Response: The
Company has revised the disclosure in the Amendment to address the Staff’s comment by adding a proposal to further amend
Abri’s Current Charter to remove the requirement for the Company to maintain a minimum amount of $5,000,001 of net tangible
assets in order to complete a Business Combination. Please see Proposal No. 2.A, on page 109 and in the Question and Answer
“What is the purpose of the Amendment to the Current Charter?” on page 7. In addition, we have added the disclosure that
the Company is having discussions with an external party concerning the extension of at least $4,555,231 in immediately available
working capital to the combined company at Closing to cover closing costs, including the deferred underwriter’s fee. Please
see pages 13, 34, 92, 93 and Risk Factor on page 69 “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.”

18.
We reissue comment 3 in part. Please revise to include a cross reference to the full analysis of the different ownership scenarios
and related dilution discussion on pages 32--34.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see page 106.

Information About DLQ, page 131

19.
We note your disclosure on page F-80 that DLQ entered into a new Managed Services Agreement with a significant new client and signed
a non-binding letter of intent to acquire a private company and that DLQ expects to place the private company executives in senior management
positions. We also note your disclosure on page 94 that this Managed Services Agreement was a factor in preparing the DLQ projections.
Please address these business developments in this section.

Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment. Please see Page 138.

    Page 6

Major Customers, page 140

20.
We note your response to comment 37. Please file the redacted versions of the agreements as exhibits to your registration statement.
Alternatively, please provide your analysis as to why you are not required to file these agreements under Item 601(b)(10) of Regulation
S-K.

Response: The Company has filed the Managed
Services Agreement referenced in Comment 19 as an exhibit to the Amendment. The Company further advises the Staff that DLQ’s contracts
with its remaining significant customers generally permit them to terminate DLQ’s services at any time and are primarily on a purchase
order or insertion order basis. See “Risk Factors - DLQ has substantial customer concentration, with a limited number of customers
accounting for a substantial portion of our Re