Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on January 27, 2022,
Abri SPAC I, Inc., a Delaware corporation (“Abri”), Abri Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Abri (“Merger Sub”), Apifiny Group Inc., a Delaware corporation (“Apifiny”), Erez Simha solely in his capacity
as representative, agent and attorney-in-fact of the Apifiny security holders, and Abri Ventures I, LLC (the “Sponsor”) (collectively,
the “Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).
On July 22, 2022, the Parties entered into a termination
of merger letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually
terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement.
In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) (including
the Parent and Company Stockholder Support Agreements) have also been terminated in accordance with their respective terms as of July
22, 2022, the Termination Date.
The Termination Agreement contains mutual releases
by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Merger
Agreement, or the transactions contemplated by the Merger Agreement, subject to certain exceptions with respect to claims for indemnity
or contribution.
The foregoing description of the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Abri intends to seek a business combination with
another operating company. As disclosed in the final prospectus relating to Abri’s initial public offering (“IPO”),
filed on August 9, 2021 and subsequent filings with the Securities and Exchange Commission, if Abri has not consummated an initial business
combination by August 9, 2022 (12 months after the consummation of the IPO), or up to February 9, 2023 (18 months after the consummation
of the IPO if the time-period is extended, as described herein), Abri will be
required to dissolve and liquidate. If Abri anticipates that it may not be able to consummate its initial business combination on or before
August 9, 2022, Abri may, but is not obligated to, extend the period of time to consummate a business combination, for another two times
by an additional three months each time through February 9, 2023 (for a total of up to 18 months to complete a business combination)
pursuant to the terms of Abri’s Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement
entered into between Abri and Continental Stock Transfer & Trust Company, the trustee.