Correspondence 0001213900-23-073858 from Collective Audience, Inc. (CAUD) (CIK 0001854583)
Collective Audience, Inc. (CAUD) (CIK 0001854583)
Date: Sept. 5, 2023 · CIK: 0001854583 · Accession: 0001213900-23-073858
AI Filing Summary & Sentiment
File numbers found in text: 333-268133
Referenced dates: August 24, 2023, June 23, 2023
Letter
Julia Aryeh
Senior Counsel
345 Park Avenue
New York, NY 10154
Direct 212.407.4043
Main 212.407.4000
Fax 212.407.4990
jaryeh@loeb.com
September 5, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Re: Abri SPAC I, Inc.
Amendment No 5 to Registration Statement on Form S-4
Filed August 14, 2023, 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. 5 to Registration Statement on Form S-4 filed on August 14, 2023 (the “S-4”) contained in the Staff’s letter dated August 24, 2023 (the “Comment Letter”).
The Company has filed via EDGAR an Amendment No. 6 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. 5 to Registration Statement on Form S-4
Background of the Business Combination, page 95
1. We note your disclosure that in July 2023, Abri and the Sponsor discontinued discussions of a PIPE investment. Please further revise to clarify why the parties discontinued these discussions.
Response: The Company revised the disclosure in the Amendment to address the Staff’s comment. Please see page 100.
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.
United States Securities and Exchange Commission
September 5, 2023
Page 2
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 138
2. We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise your filing to clearly state that the disclosure in this section is the opinion of counsel and clearly identify and articulate the opinion being rendered. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: The Company has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 136, “Material U.S. Federal Income Tax Consequences of the Business Combination to Holders of DLQ Common Stock.”
General
3. Please update the interim financial statements for Abri SPAC I and DLQ Inc. to include financial statements for the quarterly and year to date period ended June 30, 2023. Refer to Rule 8-08 of Regulation S-X.
Response: The Company has revised the disclosure in the Amendment to address the Staff’s comment.
4. We reissue comment 10 from our letter dated June 23, 2023 in part. We note your disclosure regarding the ELOC for additional funds of up to $30,000,000. Please revise the disclosure throughout to clarify whether you would issue shares at a discount, including a risk factor indicating that shares issued at a discount could result in negative pressure on your stock price following the Business Combination, and whether and to what extent the ELOC may be a source of dilution for shareholders who elect not to redeem their shares in connection with the business combination. Please provide disclosure of the impact of this source of dilution at each of the redemption levels detailed in your sensitivity analyses, including any needed assumptions.
Response: The Company has revised the disclosure in the Amendment and removed the Nasdaq ELOC Proposal. Please refer to page 100 in “Background to the Business Combination.” Please also see revised risk factors on pages 74-75- “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” and “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.”
Please do not hesitate to contact Julia Aryeh at (212) 407-4043 or Alex Weniger-Araujo at (212) 407-4063 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Julia Aryeh
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Julia Aryeh
Senior Counsel
345 Park Avenue
New York, NY 10154
Direct 212.407.4043
Main 212.407.4000
Fax 212.407.4990
jaryeh@loeb.com
September 5, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Re:
Abri SPAC I, Inc.
Amendment No 5 to Registration Statement on Form S-4
Filed August 14, 2023, 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. 5 to Registration Statement on Form S-4 filed on August 14, 2023 (the “S-4”) contained in the Staff’s letter
dated August 24, 2023 (the “Comment Letter”).
The Company has filed via
EDGAR an Amendment No. 6 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. 5 to Registration Statement on Form S-4
Background of the Business Combination,
page 95
1.
We note your disclosure that in July 2023, Abri and the Sponsor discontinued discussions of a PIPE investment. Please further revise to clarify why the parties discontinued these discussions.
Response: The Company revised
the disclosure in the Amendment to address the Staff’s comment. Please see page 100.
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.
United States Securities and Exchange Commission
September 5, 2023
Page 2
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 138
2.
We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise your filing to clearly state that the disclosure in this section is the opinion of counsel and clearly identify and articulate the opinion being rendered. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: The Company
has revised the disclosure in the Amendment to address the Staff’s comment. Please see page 136, “Material U.S. Federal
Income Tax Consequences of the Business Combination to Holders of DLQ Common Stock.”
General
3.
Please update the interim financial statements for Abri SPAC I and DLQ Inc. to include financial statements for the quarterly and year to date period ended June 30, 2023. Refer to Rule 8-08 of Regulation S-X.
Response: The Company has revised the disclosure
in the Amendment to address the Staff’s comment.
4.
We reissue comment 10 from our letter dated June 23, 2023 in part. We note your disclosure regarding the ELOC for additional funds of up to $30,000,000. Please revise the disclosure throughout to clarify whether you would issue shares at a discount, including a risk factor indicating that shares issued at a discount could result in negative pressure on your stock price following the Business Combination, and whether and to what extent the ELOC may be a source of dilution for shareholders who elect not to redeem their shares in connection with the business combination. Please provide disclosure of the impact of this source of dilution at each of the redemption levels detailed in your sensitivity analyses, including any needed assumptions.
Response: The Company
has revised the disclosure in the Amendment and removed the Nasdaq ELOC Proposal. Please refer to page 100 in “Background to
the Business Combination.” Please also see revised risk factors on pages 74-75- “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” and “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.”
Please do not hesitate to
contact Julia Aryeh at (212) 407-4043 or Alex Weniger-Araujo at (212) 407-4063 of Loeb & Loeb LLP with any questions or comments regarding
this letter.
Sincerely,
/s/ Julia Aryeh
Julia Aryeh
Senior Counsel