Item 1.01 Entry into a Material Definitive
Agreement
Merger Agreement
On September 9, 2022, Abri
SPAC I, Inc., a Delaware corporation (“Abri”), entered into a Merger Agreement (the “Merger Agreement”)
by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq,
Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol,
“LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned 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 “Merger”). The board of directors
of Abri has (i) approved and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and
the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the
stockholders of Abri.
The Merger is expected to
be consummated after obtaining the required approval by the stockholders of Abri, DLQ and DLQ Parent and the satisfaction of certain other
customary closing conditions.
Merger Consideration
The total consideration to
be paid at Closing (the “Merger Consideration”) by Abri to DLQ security holders will be an amount equal to $114 Million.
The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of Abri (“Abri Common Stock”).
Treatment of DLQ Securities
Cancellation of Securities
Each share of DLQ capital
stock, if any, that is owned by Abri, Merger Sub, DLQ, or any of their respective subsidiaries (as treasury stock or otherwise) immediately
prior to the effective time of the Merger (the “Effective Time”), will automatically be cancelled and retired without
any conversion or consideration.
| ● | DLQ
Common Stock. Immediately prior to the Effective Time, each issued and outstanding share of DLQ’s common stock, par
value $0.0001 per share (“DLQ Common Stock”) (other than any such shares of DLQ capital stock cancelled as described
above and any dissenting shares) will be converted into the right to receive a number of shares of Abri Common Stock at the Conversion
Ratio set forth in the Closing Consideration Spreadsheet with respect to such share of DLQ Common Stock. |
| ● | “Merger
Exchange Ratio” means the quotient obtained by dividing (a) 11,400,000 by (b) the Fully Diluted Company Shares. |
| ● | “Fully
Diluted Company Shares” means the sum, without duplication, of (a) all shares of DLQ Common Stock that are issued and outstanding
immediately prior to the Effective Time plus (b) all shares of Company Common Stock issuable upon conversion, exercise or exchange of
any other in-the-money securities of the Company convertible into or exchangeable or exercisable for shares of Company Common Stock; |
| ● | “Dividend
Shares” means the number of Merger Consideration Shares that DLQ Parent will issue as a dividend to the DLQ Parent Stockholders
(the “Distribution”), on a pro rata basis in an amount equal to approximately Twenty Five Percent (25%) of the aggregate
Merger Consideration Shares (the “Dividend Shares”), with the remaining Merger Consideration Shares held by DLQ Parent
subject to a lock-up in accordance with the terms and conditions more fully set forth in the Lock-Up Agreement, as described herein. |
Merger Sub Securities
Each share of common stock,
par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become
one newly issued share of common stock of the surviving corporation 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.
Covenants
The Merger Agreement includes
customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts
to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including,
among others, conduct of business, access to information, notice of certain events, cooperation in the preparation of the Form S-4 and
Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain
all requisite approvals of each party’s respective stockholders. The Merger Agreement also contains additional covenants pertaining
to DLQ and DLQ Parent including reporting; compliance with laws; no insider trading, commercially reasonable efforts to obtain consents,
DLQ Stockholder and DLQ Parent Stockholder approval, provide additional financial information, execute Lock-Up Agreements, amend parent
charter, issue dividend shares to DLQ Parent Stockholders, transfer certain assets as described in the Merger Agreement, not issue any
dividends or extraordinary bonuses until 11 months after closing, execute certain employment agreements and take reasonable efforts to
enter into a financing source agreement of up to $25 million after the Business Combination. Abri has also agreed to include in the Proxy
Statement the recommendation of its board that its stockholders approve all of the proposals to be presented at the special meeting.
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) 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’s and DLQ’s stockholders of the Merger and related
transactions; (v) approval by Abri’s stockholders of the Merger and related transactions; (vi) 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 the Company
(each a “Sister Company”); (vii) the Distribution of the Dividend Shares (as such term is defined in the Merger Agreement)
shall be, in all respects, ready to be consummated contemporaneously with the Merger; (viii) 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) DLQ having duly performed or complied with
all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of DLQ, being true
and correct in all material respects; (iii) no event having occurred that would result in a Material Adverse Effect on DLQ or any of its
subsidiaries; (iv) providing a certificate from the chief executive officer as to the accuracy of these conditions; (v) shall have obtained
certain Company Group Consents (as such term is defined in the Merger Agreement); (vi) DLQ shall have filed all income Tax Returns for
the 2019, 2020 and 2021 tax years and paid all taxes with respect to such tax years (including penalties and interest, if any); (vii)
DLQ Parent and Sister Companies shall have entered into one or more Intellectual Property assignment agreements; (viii) 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 (ix) 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.
Solely with respect to DLQ,
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
as set forth in the Merger Agreement that are qualified as to materiality being true in all respects and the representations and warranties
as set forth in the Merger Agreement 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, Abri Ventures I, LLC (the “Sponsor”),
and any other security holder of Abri, shall have executed and delivered to DLQ each Additional Agreement to which they each are a party;
(v) Abri and Merger Sub having each delivered certain certificates to DLQ; (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 resignation of the Abri directors and officers as set forth in the Merger Agreement; (viii) after the redemption by
all stockholders of Abri who have elected to redeem their shares of Abri, Abri shall have made all necessary and appropriate arrangements
with the Trustee to have all of the remaining funds contained in the Trust Account, and all such funds released from the Trust Account
shall be available to Abri.
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 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 or intentional fraud.
Certain Related Agreements
Parent Stockholder Support Agreement
In connection with the execution
of the Merger Agreement, Abri, and a certain stockholder of Abri entered into that certain Parent Stockholder Support Agreement dated
September 9, 2022 (the “Parent Stockholder Support Agreement”) pursuant to which that certain Abri stockholder 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 Stockholder Support Agreement is qualified in its entirety by reference to the full text of the Parent Stockholder Support
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Agreements to be Executed at Closing
DLQ Management Earnout Agreement
In connection with the execution
of the Merger Agreement, Abri and the Sponsor will enter into a management earnout agreement (the “Management Earnout Agreement”),
pursuant to which certain members of the management team of DLQ specified on schedule A to the Management Earnout Agreement (the “Management”)
will have the contingent right to earn the Management Earnout Shares (as defined in the Management Earnout Agreement). The Management
Earnout Shares consist of 2,000,000 shares of Abri Common Stock. The release of the Management Earnout Shares shall occur as follows:
|
● |
500,000 Management Earnout Shares will be earned and released upon satisfaction of the First Milestone Event (as defined in the Management Earnout Agreement); |
|
● |
650,000 Management Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Management Earnout Agreement); and |
|
● |
850,000 Management Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Management Earnout Agreement). |
The foregoing description
of the Management Earnout Agreement is qualified in its entirety by reference to the full text of the form of Management Earnout Agreement
a copy of which is included as Exhibit B to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated
herein by reference.
Sponsor Earnout Agreement
In connection with the execution
of the Merger Agreement, Abri and the Sponsor will enter into a sponsor earnout agreement (the “Sponsor Earnout Agreement”),
pursuant to which the Sponsor will have the contingent right to earn the Sponsor Earnout Shares (as defined in the Sponsor Earnout Agreement).
The Sponsor Earnout Shares consist of 1,000,000 shares of Abri Common Stock. The release of the Sponsor Earnout Shares shall occur as
follows:
|
● |
250,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the First Milestone Event (as defined in the Sponsor Earnout Agreement); |
|
● |
350,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Sponsor Earnout Agreement); and |
|
● |
400,000 Sponsor Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Sponsor Earnout Agreement). |
The foregoing description
of the Sponsor Earnout Agreement is qualified in its entirety by reference to the full text of the form of Sponsor Earnout Agreement,
a copy of which is included as Exhibit C 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
In connection with the execution
of the Merger Agreement, Abri, and certain DLQ stockholders will enter into a lock-up agreement (the “Lock-Up Agreement”),
pursuant to which each DLQ stockholder will agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or
agree to sell, pledge or otherwise dispose of, directly or indirectly, seventy five percent (75%) of the shares of Abri Common Stock held
by them as part of the Merger Consideration, which shares do not include the Dividend Shares, (such shares, together with any securities
convertible into or exchangeable for or representing the rights to receive shares of Common Stock if any, acquired during the Lock-Up
Period (as defined below), the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii)
enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Shares or otherwise, or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly
announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 11 months after the Closing Date
(the period from the date of the Lock-Up Agreement until such date, the “Lock-Up Period”).
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 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, the Sponsor,
certain DLQ security holders 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 holders of the Lock-Up Shares and recipients of the Management Earnout Shares and Sponsor 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, DLQ and the Sponsor will enter into a letter agreement (the “Warrant Revenue Sharing Side Letter”),
pursuant to which Abri and DLQ 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 whereby20% 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.
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.