Date of Report (Date of earliest event reported):

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

(Address of Principal Executive Offices)

 

 

 

(Former name or former address, if changed since last report)

 

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 ( General Instruction A.2. below):

 

  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.  

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Unless otherwise stated or unless the context otherwise requires, the terms “,” “us,” “,” “,” “ and the “” refer to Logiq, Inc., a Delaware corporation. Furthermore, unless otherwise stated or unless the context otherwise requires, references “” refer to ABRI SPAC, Inc., a Delaware corporation, prior to the Closing Date. All references herein to the “” refer to the board of directors of the Company. All references to “”, “” or “” refer to “.”, a Delaware corporate, after giving effect to the Business Combination (as defined below).

 

Terms used in this Current Report on Form 8-K (this “”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement (as defined below) in the section entitled “” beginning on page 1 thereof, and such definitions are incorporated herein by reference.

 

This Report incorporates by reference certain information from reports and other documents that were previously filed with the Securities and Exchange Commission (the “”), including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Report and the information contained in such prior reports and documents and incorporated by reference herein, the information in this Report controls.

 

As previously announced, on September 12, 2022, Abri SPAC I, Inc., a Delaware corporation (“”), Abri Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Abri (“”), Logiq, Inc., a Delaware corporation (the “”) and, DLQ, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“”) entered into a Merger Agreement (the “”), included as an exhibit to this Current Report on Form 8-K as Exhibit 2.1.

 

As previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“”) on October 25, 2023, the Company held a special meeting of its stockholders (the “”), at which holders of

59,902,368 or 56.89%

 

At the Special Meeting, the Company’s stockholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement filed by the Company with the SEC on October 10, 2023 (the “”), including, among other things, the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into DLQ, with DLQ continuing as the surviving corporation and as a wholly-owned subsidiary of Collective Audience, and the issuance of Collective Audience securities as consideration thereunder, as described in the section titled “” beginning on page 89 of the Proxy Statement/Prospectus (the “” and, together with the other transactions contemplated by the Merger Agreement, the “”).

 

 

 

At Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of shares of common stock by public stockholders of Abri: 

 

 

 

 

 

As a result of Closing, DLQ. became a wholly-owned subsidiary of Abri.

 

Concurrently with Closing, upon issuance of the Consideration Shares, the Company declared a Dividend Distribution of 3,762,000 of the total Consideration Shares (representing 33%) to the Loiq, Inc. stockholders (the “”) of record as of October 24, 2023 (the “”). Certain Company stockholders which are entitled to 1,500,000 of such Logiq Dividend shares agreed to become subject to an Escrow Agreement  (the “”), which shares may be released to certain institutional investors to cover any reset in the amount of Consideration Shares to cover a $5 million investment in DLQ (the “”)  in the form of convertible promissory notes issued by DLQ (the “”). Additionally, As disclosed in that certain Form 8-K filed with the SEC on September 8, 2023, an aggregate of $5,000,000

of DLQ Notes converted into shares of common stock of DLQ representing an aggregate of 14% of DLQ and were exchanged for an aggregate of 1,600,000 Consideration Shares. The remaining 53% of Consideration Shares were issued to the Company and are subject to an 11-month lock-up, as well as a separate escrow account which shall be released once such the DLQ Investors recoup their original investment amounts.

 

The foregoing description of the Merger and the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of (i) the Merger Agreement, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2022, (ii) the First Amendment to the Merger Agreement filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC May 2, 2023, (iii) the Second Amendment to the Merger Agreement filed as Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2023, (iv) the Third Amendment to the Merger Agreement filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2023 and (v) the Fourth Amendment to the Merger Agreement filed as Exhibit 2.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2023.

 

 

(b)          

The Company will file the financial statements required by Item 9.01 of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

(d)          

 

 

 

 

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.