LGIQ Logiq Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

On October 23, 2023, Logiq, Inc. a Delaware corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) in a virtual format. At the Special Meeting, 59,902,368 of the 105,284,314 outstanding shares of common stock entitled to vote, or approximately 56.89%, as of the record date, September 25, 2023, were present or represented by proxy, thereby constituting a quorum.

The proposals voted on at the Special Meeting are more fully described in the Definitive Proxy Statement for the Special Meeting filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2023. The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:

Proposal No. 1: The Company’s stockholders approved a proposal to authorize the transactions contemplated under the Merger Agreement dated as of September 9, 2022, as amended (the “Merger Agreement”), by and among Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and a wholly owned subsidiary of Abri SPAC I, Inc. (“Abri”), DLQ Parent, and DLQ, Inc., a Nevada corporation (“DLQ”) a subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between Abri and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of Abri (the “Business Combination” or “Merger”), as follows:

Proposal No. 2: The Company’s stockholders approved a proposal to amend our certificate of incorporation, as amended, to effect, at the discretion of our board of directors, a reverse stock split of our issued and outstanding shares of common stock, par value $0.0001 per share, such split to combine a number of outstanding shares of common stock at a ratio of not less than five (5) shares and not more than fifty (50) shares, into one share of common stock, such ratio to be determined by our board of directors at any time prior to twelve (12) months from the date of stockholder approval, without further approval or authorization of our stockholders, as follows:

The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement was not voted upon at the Special Meeting because there were sufficient votes to approve the Merger Proposal.

Item 7.01 Regulation FD Disclosure.

On October 25, 2023, the Company issued a press release regarding the Special Meeting voting results. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the SEC, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating)  or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the SEC, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

(d)           Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Logiq’s Stockholders Approve Proposed Business Combination of its DLQ Subsidiary

 with Abri SPAC I, Inc. in Connection with Pending Subsequent Listing on NASDAQ

New York, NY, October 25, 2023 (GLOBE NEWSWIRE) – Logiq, Inc. (OTCQX:LGIQ), a leading provider of digital consumer acquisition solutions, announced that its stockholders have voted to approve the previously announced pending merger transaction of Logiq’s digital marketing subsidiary, DLQ, Inc., with ABRI SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU, “Abri”), a Delaware special purpose acquisition company (SPAC).

The vote was conducted in a special meeting of Logiq stockholders held on October 23, 2023, for stockholders of record as the close of business on September 25, 2023.

ABRI also reported that its shareholders have voted to approve the proposed business combination. The shareholders of ABRI will be able to redeem their investment in part or entirely. As of October 23, 2023, 639,963 shares were tendered for redemption. As a result, approximately $6,834,804 (approximately $10.68 per share), after deducting allowable taxes, will be removed from Abri’s trust account to pay such holders. Following redemptions, Abri  will have 41,555 public shares of common stock outstanding. 

Upon the closing of the proposed business combination, the combined company is expected to be renamed “Collective Audience, Inc.” and remain listed on the Nasdaq Global Market under the proposed ticker symbols “CAUD” and “CAUDW”.

Logiq previously announced that the associated Abri Registration Statement on Form S-4, which as initially filed with the U.S. Securities and Exchange Commission (SEC) by Abri on November 3, 2022, (as amended, the “Registration Statement”), was declared effective by the SEC on September 29, 2023.

The Registration Statement may be accessed without charge on the SEC’s website at www.sec.gov (as filed under Abri SPAC I, Inc.). Logiq’s proxy statement regarding the stockholder vote conducted on October 23, 2023 may also be accessed without charge on the SEC’s website at www.sec.gov (as filed under Logiq, Inc.) or at the SEC filings portion of Logiq’s website at logiq.com/ir/sec-filings.

The merger is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Nasdaq of the combined company’s listing application.

About DLQ
DLQ, Inc. is a U.S.-based provider of e-commerce and digital customer acquisition solutions by simplifying digital advertising. It provides data-driven, end-to-end marketing through its results solution or providing software to access data by activating campaigns across multiple channels.

The company’s digital marketing business includes a holistic, self-serve ad tech platform. Its proprietary data-driven, AI-powered solutions allows brands and agencies to advertise across thousands of the world’s leading digital and connected TV publishers.

About Abri SPAC I, Inc.
Abri is a blank check company formed for the purpose of effecting a business combination with one or more businesses. Although there was no restriction or limitation on what industry or geographic region its targets operated in, Abri pursued prospective targets that provide technological innovation in a range of traditionally managed industries with particular emphasis on the financial services industry. For more information, visit abri-spac.com.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding (i) Abri’s proposed Merger with DLQ, (ii) Abri’s ability to consummate the transaction, (iii)the benefits of the transaction, the combined company’s future financial performance, (iv)the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, (v) projected costs, (vi) the effect of the announcement or pendency of the Business Combination on DLQ’s business relationships, operating results and business generally , (vii) costs related to the Business Combination, (viii) plans and objectives of management are forward-looking statements. The foregoing list of factors is not exclusive. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective managements of Abri and DLQ and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Abri or DLQ. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Merger, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Merger or that the approval of the stockholders of Abri or DLQ is not obtained; failure to realize the anticipated benefits of Merger; risk relating to the uncertainty of the projected financial information with respect to DLQ; the amount of redemption requests made by Abri’s stockholders; the overall level of consumer demand for DLQ’s products/services; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of DLQ’s customers; DLQ’s ability to implement its business strategy; changes in governmental regulation, DLQ’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to DLQ’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; stability of DLQ’s suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related concerns such as the COVID-19 pandemic; the impact that global climate change trends may have on DLQ and its suppliers and customers; DLQ’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, DLQ’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. The foregoing list of factors is not exclusive. More information on potential factors that could affect Abri’s or DLQ’s financial results is included from time to time in Logiq’s public reports filed with the SEC, as well as the preliminary and the definitive proxy statements that Logiq intends to file with the SEC in connection with Logiq’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed Merger. If any of these risks materialize or Abri’s or DLQ’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Abri nor DLQ presently know, or that Abri and DLQ currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Abri’s and DLQ’s expectations, plans or forecasts of future events and views as of the date of this press release. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Abri and DLQ anticipate that subsequent events and developments will cause their assessments to change. However, while Abri and DLQ may elect to update these forward-looking statements at some point in the future, Abri and DLQ specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Abri’s or DLQ’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Important Additional Information

In connection with the proposed transactions, Abri has filed materials with the SEC, including a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy statement of Abri for the stockholders of Abri and that serves as a prospectus of Abri. In addition, Logiq has filed materials with the SEC, including a preliminary proxy statement on Schedule 14(a) (the “Proxy Statement”), and other documents relating to the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS, INCLUDING THE REGISTRATION STATEMENT AND THE PROXY STATEMENT INCLUDED THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ABRI, LOGIQ, DLQ AND THE PROPOSED TRANSACTIONS. The Registration Statement and other materials filed by Abri, or the Proxy Statement and other materials filed by Logiq with the SEC may be obtained free of charge from the SEC’s website (www.sec.gov)

Company Contact:

Brent Suen, President, CEO and Executive Chairman
DLQ & Logiq

Email contact

Logiq Investor Relations:

CMA Investor Relations

Tel (949) 432-7566

Email contact

Abri Contact:

Jeffrey Tirman

Chairman and CEO

Tel (424) 732-1021

Email contact