Item 1.01 Entry into a Material Definitive Agreement
The
Merger Agreement
On
September 9,2022 Logiq, Inc., a Delaware corporation (“DLQ Parent”), DLQ, Inc., a Nevada corporation and wholly-owned
subsidiary of Logiq, Inc. (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Abri”) and
Abri Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Abri (“Merger Sub”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”), whereby Merger Sub will merge with and into Company (the “Merger”)
with Company being the surviving Company (the “Surviving Company”) and wholly-owned subsidiary of Abri, and Abri will
change its name to “DataLogiq, Inc.”
The
Merger is expected to be consummated after obtaining the required approval by the stockholders of Abri and DLQ Parent and upon the satisfaction
of certain other customary closing conditions.
The
closing of the transactions (the “Closing”) contemplated in the Merger Agreement is anticipated to occur virtually
on the fifth Business Day following the satisfaction or waiver of closing conditions (the “Closing Date”). On the
Closing Date, the parties to the Merger Agreement will cause the Certificate of Merger to be filed with the Delaware Secretary of State
in accordance with Delaware General Corporation Law (“DGCL”) and the Articles of Merger to be filed with the Nevada
Secretary of State in accordance with the Nevada Revised Statutes (“NRS”), as applicable.
Merger
Consideration
At
Closing, Abri will deliver to Company $114 million worth of shares of Abri Common Stock, par value $0.0001, at $10.00 per share (the
“Merger Consideration Shares”).
Stock
Dividend of Abri Common Stock
Also
at Closing, DLQ Parent will issue a dividend to its shareholders on a pro rata basis equal to 25% of the aggregate Merger Consideration
Shares (the “Dividend Shares”). The dividend will be payable to shareholders of record as of a record date to be set
shortly before Closing.
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) the
receipt of any consent, approval or authorization required by any Authority (as defined in the Merger Agreement); (iii) Abri having at
least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger; (iv) approval by DLQ Parent stockholders
of the Merger and related transactions; (v) DLQ Parent’s transfer of substantially 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”) (vi)
the Distribution shall be ready to be consummated as provided for in the Agreement contemporaneously with the Closing of the Merger,
(vii) approval by Abri’s stockholders of the Merger and related transactions; (vii) 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 (ix) the Form S-4 becoming effective
in accordance with the provisions of the Securities Act of 1933, as amended (“Securities Act”).
Solely
with respect to Abri and Merger Sub, the consummation of the Merger is conditioned upon, among other things: (i) the Company having duly
performed or complied with all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties
of the Company that are qualified by materiality being true and correct in all respects and the representations and warranties 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 the Company, any of its Subsidiaries, Rebel AI, Inc. or Fixel AI, Inc.; (iv) providing a certificate from the chief executive
officer as to the accuracy of the conditions in clauses (i) through (iii); ); (v) the Company having delivered certain certificates to
Abri; (vi) the Company, DLQ Parent and certain management of the Company shall have executed and delivered to Abri each Additional Agreement
to which they each are a party and (vii) the Company shall have entered into an agreement which provides that Abri Ventures I, LLC, a
Delaware limited liability company (the “Sponsor”) shall be the exclusive financing source of the Company and Abri
after Closing in an amount which shall not exceed $25 million; (viii) the Company shall have filed all income tax returns for the 2019,
2020 and 2021 tax years; (ix) DLQ Parent and Sister Companies shall have entered into one or more Intellectual Property assignment agreements;
(x) 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 by DLQ Parent or the applicable Sister Company or have expired on their own terms; and (xi)
DLQ Parent shall have changed its name to a new name that neither includes nor is confusingly similar to “Logiq”, “DataLogiq”
or any of the trademarks owned by the Company as of the date of the Merger Agreement.
Solely
with respect to the Company, 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 that are qualified by materiality being true and correct in all respects and the representations and warranties
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, Sponsor, and any other security holder of Abri, shall have executed and delivered to
DLQ Parent each Additional Agreement to which they each are a party; (v) Abri and Merger Sub having each delivered certain certificates
to the Company; (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 the Abri officers and directors as
set forth in the Merger Agreement; and (ix) after the redemption by all Abri stockholders who have elected to be redeemed, Abri shall
have made all necessary and appropriate arrangements with the trustee of Abri’s trust account to have all of the remaining funds
contained in such trust account disbursed to Abri immediately prior to the effective time 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.
Except
in the case of Fraud, there shall be no remedy available to Parent and/or the Surviving Corporation and their respective successors and
permitted assigns, their respective officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Parent
Post-Closing Parties”) for any and all losses or damages that are sustained or incurred by any of the Parent Post-Closing Parties
by reason of, resulting from or arising out of any breach of or inaccuracy in any of DLQ Parent’s or the Company’s representations
or warranties contained in the Merger Agreement.
Exclusivity
The
Merger Agreement provides that from the date of exection of the Merger Agreement to the Closing, neither DLQ Parent, nor any member of
the Company Group may solicit, initiate engage or participate in negotiations with any Person concerning an Alternative Transaction (as
defined in Merger Agreement), or approve any Alternative Transaction.
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 uncurable 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 orintentional
fraud.
Certain
Related Agreements
Parent
Support Agreement
In
connection with the execution of the Merger Agreement, Sponsor entered into a Parent Support Agreement with Company and Abri (the “Parent
Support Agreement”), wherein Company agreed to vote all shares of Abri Common Stock beneficially owned by them, including any
additional shares of Abri they acquire ownership of or the power to vote 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
foregoing description of the Parent Support Agreement is qualified in its entirety by reference to the full text of the form of Parent
Support Agreement, a copy of which is included as Exhibit A to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form
8-K, and incorporated herein by reference.
Agreements
to be Executed at Closing
Earnout
Agreements
At
the Closing, Sponsor and Abri will enter into a Sponsor Earnout Agreement (the “Sponsor Earnout Agreement”) pursuant
to which up to 1,000,000 shares of Abri Common Stock will be issued to the Sponsor upon terms set forth in the Sponsor Earnout Agreement.
At
the Closing, DLQ Parent and Abri will enter into a Management Earnout Agreement (the “Management Earnout Agreement”)
pursuant to which up to 2,000,000 additional shares of Abri Common stock will be issued to certain members of management of DLQ Parent
upon the terms set forth in the Management Earnout Agreement.
Both
the Sponsor Earnout Agreement and Management Earnout Agreement are effective from and after Closing until the third anniversary of Closing.
The
foregoing descriptions of the Management Earnout Agreement and Sponsor Earnout Agreement or are qualified in their entirety by reference
to the full text of the form of each, copies of which are included as Exhibits B and C, respectively, to the Merger Agreement, filed
as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Lock-Up
Agreement
Prior
to Closing, DLQ Parent will enter into a Lock-Up Agreement (“Lock-Up Agreement”) with Abri, effective at Closing,
wherein 75% of the Merger Consolidation Shares will be subject to an 11-month lock-up period. Additionally, Company will cause certain
of its members of management to ever into lock-up agreements wherein any Abri Common Stock owned by those members of management will
be subject to the same 11-month lock up.
The
foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement
a copy of which is included as Exhibit E-1 to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated
herein by reference.
Amended
and Restated Registration Rights Agreement
At
Closing, Abri, certain securityholders 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 recipients of the Earnout Shares, if any, will be provided certain rights relating
to the registration of certain Abri securities.
The
foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full
text of the form of Amended and Restated Registration Rights Agreement, a copy of which is included as Exhibit F to the Merger Agreement,
filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
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).
The
foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the form of Voting Agreement,
a copy of which is included as Exhibit I to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated
herein by reference.
Warrant
Revenue Sharing Side Letter
In
connection with the execution of the Merger Agreement, Abri, Company, DLQ Parent and the Sponsor will enter into a letter agreement (the
“Warrant Revenue Sharing Side Letter”), pursuant to which the parties 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, as follows:
|
A. |
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; |
|
B. |
Abri
shall keep 80% of the Warrant Exercise Price received in cash. |
The
foregoing description of the Warrant Revenue Sharing Side Letter is qualified in its entirety by reference to the full text of the form
of Warrant Revenue Sharing Side Letter, a copy of which is included as Exhibit D to the Merger Agreement, filed as Exhibit 2.1 to this
Current Report on Form 8-K, and incorporated herein by reference.