- DLQ, Inc. a wholly owned subsidiary of Logiq, Inc., will merge
into Abri Merger Sub, Inc., a wholly owned subsidiary of Abri SPAC
I, Inc. a Nasdaq-listed company.
- DLQ, Inc. will be the surviving entity and upon closing, will
change its name to DataLogiq, Inc.
- DLQ, Inc. senior management will remain with the merged
company.
DLQ, Inc., a provider of digital consumer acquisition solutions
(“DLQ”), and a wholly-owned
subsidiary of Logiq, Inc. (OTCQX: LGIQ, “Logiq”), today announced it has entered into a
definitive merger agreement (“Merger
Agreement”) for a business combination whereby it will
merge with Abri Merger Sub, Inc., a wholly owned subsidiary of Abri
SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU, “Abri”), a special purpose acquisition company
(“SPAC”). Upon closing of the business
combination, the combined company is expected to remain
NASDAQ-listed under the name “DataLogiq, Inc.”
Highlight Terms of the Merger Agreement
- A business combination between Abri and DLQ will be affected
through the merger of Abri Merger Sub, Inc. with and into DLQ, with
DLQ surviving the merger as a wholly owned subsidiary of Abri. Upon
the closing of the acquisition, DLQ will change its name to
“DataLogiq, Inc.”
- Abri will issue 11.4 million shares in exchange for DLQ shares.
At $10 per Abri share, the valuation of DLQ is $114 million.
- The Board of Directors of DLQ and Abri, respectively, have
unanimously approved the transaction. Closing the transaction will
require the approval of both Logiq and Abri stockholders.
- All cash remaining in Abri’s Trust account immediately after
the closing of the business combination will be available to the
surviving entity for working capital, growth and other general
corporate purposes.
- The transaction is expected to close in the first quarter of
2023.
Additional information about the proposed merger, including a
copy of the merger agreement and other material documentation will
be filed by Abri with the SEC and available at www.sec.gov. Abri
will shortly file an S-4 registration statement with the SEC, which
will contain a proxy statement/prospectus in connection with the
business combination.
Management comments
DLQ’s Chief Executive Officer, Brent Suen, commented, “As a
platform for access to growth capital, acquisitions and higher
visibility partnerships leading to increased customer acquisitions,
DLQ sees this SPAC transaction as an important milestone for all
shareholders. We look forward to partnering with Abri to leverage
their significant expertise in corporate finance and management
with solid experience forming attractive business combinations
aimed at achieving substantial value for all shareholders.”
Jeffrey Tirman, Chairman and Chief Executive Officer of Abri,
added, "We are very pleased to support DLQ’s transition to the
NASDAQ. where our management and capital markets experience,
combined with DLQ’s AI-driven and digital customer acquisition
technology, is focused on accelerating growth and value for our
stockholders. Our team shares DLQ’s vision that together we can
take meaningful steps to shape the future of digital customer
interface, through acquisition and experience enhancement.”
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
https://abri-spac.com.
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.
Important Information About the Merger and Where to Find
It
In connection with the proposed Merger, Abri intends to file
preliminary and definitive proxy statements with the SEC. The
preliminary and definitive proxy statements and other relevant
documents will be sent or given to the stockholders of Abri as of
the record date established for voting on the proposed Merger and
will contain important information about the proposed Merger and
related matters. Stockholders of Abri and other interested persons
are advised to read, when available, the preliminary proxy
statement and any amendments thereto and, once available, the
definitive proxy statement, in connection with Abri’s solicitation
of proxies for the meeting of stockholders to be held to approve,
among other things, the proposed Merger because the proxy statement
will contain important information about Abri, DLQ and the proposed
Merger. When available, the definitive proxy statement will be
mailed to Abri’s stockholders as of a record date to be established
for voting on the proposed Merger. Stockholders will also be able
to obtain copies of the proxy statement, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a
request to: Abri SPAC I, Inc., 9663 Santa Monica Blvd., No 1091,
Beverly Hills, CA 90210, telephone: (424) 732-1021.
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 Abri’s proposed Merger with DLQ, Abri’s ability
to consummate the transaction, the benefits of the transaction and
the combined company’s future financial performance, as well as the
combined company’s strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. 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. More
information on potential factors that could affect Abri’s or DLQ’s
financial results is included from time to time in Abri’s public
reports filed with the SEC, as well as the preliminary and the
definitive proxy statements that Abri intends to file with the SEC
in connection with Abri’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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220909005275/en/
Media Contacts
DLQ & Logiq Brent Suen | ir@logiq.com | +1.808.829.1057
Abri Jeffrey Tirman | info@abriadv.com | +1.424.732.1021
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