CAUD / Collective Audience, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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 Date of Report (Date of earliest event reported): August 29, 2025 COLLECTIVE AUDIEN

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 Date of Report (Date of earliest event reported): August 29, 2025 COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): July 17, 2025 COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Calculation of Fee Tables Schedule 14A (Form Type) Collective Audience, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Fee Tables Schedule 14A (Form Type) Collective Audience, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2025 COLLECTIVE AU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2025 COLLECTIVE AUDIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Comm

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): June 6, 2025 COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commission

EQUITY PURCHASE AGREEMENT

Exhibit 2.1 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (“Agreement”) is made as of June 6, 2025 (“Execution Date”), by and among NYIAX Marketing and Advertising Solutions, Inc, a Delaware corporation (“Purchaser”), NYIAX, Inc., a Delaware corporation and parent company of the Purchaser (“Parent”), Collective Audience, Inc., a Delaware corporation (“CAUD”), Gregg Greenberg (“Greenberg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K ☐ Form N-CSR  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: March 31, 2025  ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40723 Collective Audience, Inc.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 3, 2025 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commission File Number) (I

Letter from GreenGrowth CPAs to the Securities and Exchange Commission.

Exhibit 16.1 April 4, 2025 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Collective Audience Inc.’s statements included under Item 4.01 of its Form 8-K dated April 3, 2025. We agree with the statements concerning our Firm under Item 4.01. We are not in a position to agree or disagree with other stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K ☐ Form N-CSR  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2024  ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q F

Debt for Equity Exchange Agreement, by and between the Company and Peter Bordes, dated March 21, 2025

Exhibit 10.3 DEBT FOR PREFERRED EQUITY EXCHANGE AGREEMENT THIS DEBT FOR EQUITY EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of 21 March 2025 (the "Effective Date"), by and between Collective Audience, Inc. a Delaware Corporation (the "Company"), and Peter Bordes (the "Creditor"). RECITALS WHEREAS, the Creditor has previously extended loans to the Company in the aggregate princi

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): February 11, 2025 COLLECTIVE AUDIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commis

Debt for Equity Exchange Agreement, by and between the Company and Abri Ventures I, LLC, dated March 21, 2025

Exhibit 10.2 DEBT FOR PREFERRED EQUITY EXCHANGE AGREEMENT THIS DEBT FOR EQUITY EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of 21 March 2025 (the "Effective Date"), by and between Collective Audience, Inc. a Delaware Corporation (the "Company"), and Abri Ventures I, LLC (the "Creditor"). RECITALS WHEREAS, the Creditor has previously extended loans to the Company in the aggregat

Certificate of Designation of Series A Preferred Stock.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF COLLECTIVE AUDIENCE, INC. Collective audience, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Corporation (the "Board") at a meeting duly convened and held on March 28, 2025, a

Debt for Equity Exchange Agreement, by and between the Company and Abri Ventures I, LLC, dated March 19, 2025

Exhibit 10.1 DEBT FOR EQUITY EXCHANGE AGREEMENT THIS DEBT FOR EQUITY EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of 19 March 2025 (the "Effective Date"), by and between Collective Audience, Inc. a Delaware Corporation (the "Company"), and Abri Ventures I, LLC (the "Creditor"). RECITALS WHEREAS, the Creditor has previously extended loans to the Company in the aggregate principa

Collective Audience Appoints Digital Advertising Veteran, Andrew Q. Kraft, to Board of Directors

Exhibit 99.1 Collective Audience Appoints Digital Advertising Veteran, Andrew Q. Kraft, to Board of Directors New York, NY, January 29, 2025 – Collective Audience, Inc. (OTC: CAUD), a leading innovator of audience-based performance advertising and media for the open web, has appointed Andrew Q. Kraft to its board of directors. Collective Audience has also appointed company CEO and director, Peter

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): January 24, 2025 COLLECTIVE AUDIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commiss

Collective Audience to Report Record Pro Forma Revenue for Q3 2024; Provides 2025 Growth Outlook Following Major Acquisitions and Subsequent Growth in Client Campaign Bookings in November, Company Reiterates Outlook for Record Full Year 2024 Pro Form

Exhibit 99.1 Collective Audience to Report Record Pro Forma Revenue for Q3 2024; Provides 2025 Growth Outlook Following Major Acquisitions and Subsequent Growth in Client Campaign Bookings in November, Company Reiterates Outlook for Record Full Year 2024 Pro Forma Revenue with Positive Adjusted EBITDA New York, NY, November 18, 2024 – Collective Audience, Inc. (OTCQB: CAUD), a leading innovator of

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 18, 2024 COLLECTIVE AUDIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commis

Changes in Registrant's Certifying Accountant

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 Date of Report (Date of earliest event reported): November 13, 2024 COLLECTIVE AUDIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 1, 2024 COLLECTIVE AUDIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commiss

Collective Audience Appoints AdTech Veteran, Gerald Garcia, as CFO

Exhibit 99.1 Collective Audience Appoints AdTech Veteran, Gerald Garcia, as CFO New York, NY, November 7, 2024 – Collective Audience, Inc. (OTCQB: CAUD), a leading innovator of audience-based performance advertising and media for the open web, has appointed Gerald (Gerry) Garcia as chief financial officer. Garcia succeeds Christopher Andrews, who has transitioned from CFO and his position as COO t

ASPA / Abri SPAC I Inc / Morrisroe Michael Joseph - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 18, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Numb

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number)

Collective Audience to Transition to OTC Markets Following Delisting from Nasdaq Global Market

Exhibit 99.1 Collective Audience to Transition to OTC Markets Following Delisting from Nasdaq Global Market Company Received Notice of Delisting Yesterday from Nasdaq without Traditionally Granted Grace Period as it Pursues Potential Appeal to Continue Trading on Nasdaq New York, NY, August 15, 2024 – Collective Audience, Inc. (Nasdaq: CAUD), a leading innovator of audience-based performance adver

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40723 Collective Audience, Inc.

Collective Audience Completes Transformative Acquisition of BeOp, Award-Winning Innovator of Next-Gen Advertising Technology for the Open Web

Exhibit 99.1 Collective Audience Completes Transformative Acquisition of BeOp, Award-Winning Innovator of Next-Gen Advertising Technology for the Open Web ● BeOp adds a marquee global customer base, SaaS-based revenue streams, and a high-growth marketplace. ● Brings unique AI-powered, conversational advertising and audience data offering to Collective Audience’s next-gen AdTech cloud infrastructur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40723 Collective Audience, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number)

Share Exchange Agreement, by and between the Company, Odyssey SAS (dba BeOp) and the shareholders listed thereunder, dated as of August 1, 2024

Exhibit 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of August 1st, 2024 by and among COLLECTIVE AUDIENCE, INC., a Delaware corporation (“Buyer”), The Odyssey SAS (dba BeOp), a company organized under the laws of France (the “Company”), and the shareholders of the Company, as set forth on Exhibit A (each a “Seller” and collectively “Selle

Collective Audience, Inc. Insider Trading Policy

Exhibit 19.1 COLLECTIVE AUDIENCE, INC. INSIDER TRADING POLICY Effective as of November 2, 2023 This Insider Trading Policy (this “Policy”) provides the standards of Collective Audience, Inc. (the “Company”) on trading and causing the trading of the Company’s securities or securities of other publicly-traded companies while in possession of confidential information. This Policy is divided into two

Collective Audience, Inc. – Clawback Policy

Exhibit 97.1 Collective Audience, Inc. Compensation Recovery Policy Adopted: October 30, 2023 1. INTRODUCTION Collective Audience, Inc. (the “Company”) is committed to creating and maintaining strong corporate governance practices. As part of this commitment, and in order to comply with applicable rules and regulations, the Company’s Board of Directors (the “Board”) has adopted this Compensation R

Description of Securities

Exhibit 4.9 DESCRIPTION OF SECURITIES The following is a summary of the material terms and provisions of the securities of Collective Audience, Inc. (“us,” “our,” “we” or the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and certain provisions of our certificate of incorporation, as amended and restated, and bylaws, as amended and restated, tha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40723 Collective Audi

Collective Audience, Inc. Code of Ethics

Exhibit 14.1 COLLECTIVE AUDIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for conducting the business of Collective Audience, Inc., a Delaware corporation (the “Company”), consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by comme

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (

● All-stock transaction adds marquee global Fortune 500 B2B customer base, proprietary first-party consumer data, and 20-member global services team. ● Collective Audience’s AudienceCloud enhanced with DSL Digital’s proprietary AI-powered AdTech tool

Exhibit 99.1 ● All-stock transaction adds marquee global Fortune 500 B2B customer base, proprietary first-party consumer data, and 20-member global services team. ● Collective Audience’s AudienceCloud enhanced with DSL Digital’s proprietary AI-powered AdTech tool sets. ● New operational team, technology and customer base enable launch of Collective Audience’s AudienceServices™ for global brands an

Equity Exchange Agreement by and between the Company, DSL Digital, LLC and Gregg Greenberg dated June 28, 2024

Exhibit 2.1 EXECUTION VERSION EQUITY EXCHANGE AGREEMENT THIS EQUITY EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of June 28, 2024, by and among COLLECTIVE AUDIENCE, INC., a Delaware corporation (“Buyer”), DSL DIGITAL LLC, a Utah limited liability company (the “Company”), and GREGG GREENBERG, the sole member of the Company (“Seller”). Certain other capitalized terms used in this

Collective Audience Receives Nasdaq Delisting Determination Letter and Intends to Appeal the Determination and Request Stay Pending the Appeal Hearing

Exhibit 99.1 Collective Audience Receives Nasdaq Delisting Determination Letter and Intends to Appeal the Determination and Request Stay Pending the Appeal Hearing New York, NY, June 28, 2024 – Collective Audience, Inc. (NASDAQ-GM: CAUD) (the “Company”), announced today that it received a staff determination letter (the “Letter”), on June 24, 2024, from the Listing Qualifications Department of The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 24, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 24, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 11, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (

Frazier & Deeter, LLC letter, dated June 13, 2024

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Collective Audience, Inc, (the “Company”) as filed with the Securities and Exchange Commission, pursuant to Item 4.01 of the Company’s Current Report on Form 8-K dated June 14, 2024. We agree with the statements concerning our Firm contained therein. Sin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 23, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 23, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I

Collective Audience Receives Additional Nasdaq Notification Regarding Continued Listing Requirements

Exhibit 99.1 Collective Audience Receives Additional Nasdaq Notification Regarding Continued Listing Requirements New York, NY, May 30, 2024 – Collective Audience, Inc. (NASDAQ-GM: CAUD) has received an additional notification from the listing qualifications department of The Nasdaq Stock Market. Similar to the previous notifications announced on April 25, the new notification has no immediate eff

By Selling Securityholders 3,638,442 Shares of Common Stock 1,697,678 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276512 Prospectus Supplement No. 1 To Prospectus Dated March 8, 2024 By Selling Securityholders 3,638,442 Shares of Common Stock 1,697,678 Shares of Common Stock Underlying Warrants This Prospectus Supplement No. 1 (this “Prospectus Supplement No. 1”) amends and supplements the prospectus dated March 8, 2024 (the “Prospectus”) which forms a par

Form of Reset Agreement of Common Stock Purchase Warrants

Exhibit 10.1 RESET AGREEMENT OF COMMON STOCK PURCHASE WARRANTS APRIL 26, 2024 COLLECTIVE AUDIENCE, INC. This reset agreement of common stock purchase warrants (the “Agreement”) is entered into as of 26th of April, 2024 by and between Brown Stone Capital Ltd. and Mr. Timothy Wong (singularly, a “Holder” or collectively, the “Holders”), and Collective Audience Inc. (the “Company”) as of April 26, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 19, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 19, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number)

Collective Audience Receives Nasdaq Notifications Regarding Continued Listing Requirements

Exhibit 99.1 Collective Audience Receives Nasdaq Notifications Regarding Continued Listing Requirements New York, NY, April 25, 2024 – Collective Audience, Inc. (NASDAQ-GM: CAUD), a leading innovator of audience-based performance advertising and media, has received two notifications from the listing qualifications department of The Nasdaq Stock Market. The notifications have no immediate effect on

Joint Filing Agreement among Reporting Persons

EX-1 2 abrivex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of common shares, no par value per share, of Collective Audience, Inc., is being filed on behalf of each of the undersigne

CAUD / Collective Audience, Inc. / Abri Ventures I, LLC - SC 13DA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Collective Audience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 193939 105 (CUSIP Number) Jeffrey Tirman c/o Abri Ventures I, LLC 3411 Silverside Road, Tatnall Bldg. #104 Wilmington, DE 19810 Tel: (424)

Joint Filing Agreement among Reporting Persons

EX-1 2 abrivex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of common shares, no par value per share, of Collective Audience, Inc., is being filed on behalf of each of the undersigne

CAUD / Collective Audience, Inc. / Abri Ventures I, LLC - SC 13DA Activist Investment

SC 13D/A 1 abrivsc13da.htm SC 13DA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Collective Audience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 193939 105 (CUSIP Number) Jeffrey Tirman c/o Abri Ventures I, LLC 3411 Silverside Road, Tatnall Bldg. #

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 8, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (

Acquisition to Add Global B2B and DTC Customer Base, International Services Team, and Proprietary AI-Powered AdTech Tool Sets

Exhibit 99.1 Acquisition to Add Global B2B and DTC Customer Base, International Services Team, and Proprietary AI-Powered AdTech Tool Sets New York, NY, April 8, 2024 – Collective Audience, Inc. (Nasdaq: CAUD), a leading innovator of audience-based performance advertising and media, has entered into a definitive agreement to acquire DSL Digital, a provider of Marketing-as-a-Service solutions power

Form of Convertible Promissory Note

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN T

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 31, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number)

Form of Securities Purchase Agreement

Exhibit 10.1 Securities Purchase Agreement By and Between Collective Audience, Inc. and BROWN STONE CAPITAL, LTD. Dated as of March 31, 2024 TABLE OF CONTENTS Article I. Definitions 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions. 4 Article II. Purchase and Sale; Purchase Price 4 Section 2.01 Recitals. 4 Section 2.02 Purchases and Sales. 4 Section 2.03 Closings. 5 Section 2.04 Us

Form of Simple Promissory Note

Exhibit 4.2 UNSECURED PROMISSORY NOTE Up to €300,000 March 31, 2024 New York, New York For value received, Collective Audience, Inc., a Delaware corporation (the “Company”), promises to pay to Peter Bordes, an individual (the “Holder”), the principal sum of all advances made to the Company as set forth on Exhibit A hereto. Interest shall accrue from the date of this Unsecured Promissory Note (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K ☐ Form N-CSR  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2023  ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q F

By Selling Securityholders 3,638,442 Shares of Common Stock 1,697,678 Shares of Common Stock Underlying Warrants

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-276512 By Selling Securityholders 3,638,442 Shares of Common Stock 1,697,678 Shares of Common Stock Underlying Warrants This prospectus relates to an aggregate of 5,336,120 shares of Common Stock, par value of $0.0001, of Collective Audience, Inc. (referred to herein as the “Company” or “Collective Audience”), being registered for re

March 6, 2024

March 6, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 29, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 29, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Numbe

Form of Joint Venture and Software License Agreement, dated as of February 29, 2024, by and between Collective Audience, Inc. and The Odyssey SAS (dba BeOp)

Exhibit 10.2 JOINT VENTURE & SOFTWARE LICENSE AGREEMENT This Joint Venture and Software License Agreement (this “Agreement”), is hereby made and entered into on February 29, 2024 (the “Effective Date”) by and between The Odyssey SAS (dba BeOp) (“BeOp”), a company organized under the laws of France and Collective Audience, Inc., a Delaware corporation (“Collective Audience”). BeOp and Collective Au

Form of Binding Letter of Intent, dated as of February 29, 2024, by and between Collective Audience, Inc. and the Odyssey SAS (dba BeOp)

Exhibit 10.1 February 29, 2024 The Odyssey SAS (dba BeOp) 6 rue du Général Clergerie Paris, France (75116) Attn: Louis Prunel Re: Binding Letter of Intent Dear Louis: We are pleased to present this binding Letter of Intent (the “LOI”) that describes the mutual understanding and intent of Collective Audience, Inc. a Delaware corporation (“CAUD”) to acquire The Odyssey SAS (dba BeOp), a company orga

Collective Audience to Acquire BeOp, Adding Unique AI-Power, Conversational Advertising and Audience Data Offering to AdTech Ecosystem Platform

Exhibit 99.1 Collective Audience to Acquire BeOp, Adding Unique AI-Power, Conversational Advertising and Audience Data Offering to AdTech Ecosystem Platform New York, NY, March 1, 2024 – (Nasdaq: CAUD), a leading innovator of audience-based performance advertising and media, has signed a binding letter of intent to acquire BeOp, an award-winning, Europe-based MarTech and AdTech industry-leading in

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PROCOPIO 12544 High Bluff Drive Suite 400 San Diego, CA 92130 T. 858.720.6300 F. 619.235.0398 DEL MAR HEIGHTS LAS VEGAS ORANGE COUNTY PHOENIX SAN DIEGO SILICON VALLEY WASHINGTON DC February 29, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Nicholas Nalbantian Dietrich King Re: C

+As filed with the Securities and Exchange Commission on February 29, 2024

+As filed with the Securities and Exchange Commission on February 29, 2024 Registration No.

As filed with the Securities and Exchange Commission on February 20, 2024

As filed with the Securities and Exchange Commission on February 20, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 19, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 19, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Numbe

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PROCOPIO 12544 High Bluff Drive Suite 400 San Diego, CA 92130 T. 858.720.6300 F. 619.235.0398 DEL MAR HEIGHTS LAS VEGAS ORANGE COUNTY PHOENIX SAN DIEGO SILICON VALLEY WASHINGTON DC February 20, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Nicholas Nalbantian Dietrich King Re: C

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 Amendment No. 1 (Form Type) Collective Audience, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Collective Audience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number

Collective Audience Appoints AdTech Executive, Inventor and Venture Investor, Joe Zawadzki, as Chairman

Exhibit 99.1 Collective Audience Appoints AdTech Executive, Inventor and Venture Investor, Joe Zawadzki, as Chairman New York, NY, February 8, 2024 – Collective Audience, Inc. (Nasdaq: CAUD), a leading innovator of audience-based performance advertising and media, has appointed industry veteran, Joe Zawadzki, as chairman of its board of directors. Joe Zawadzki joins Collective Audience Board of Di

ASPA / Abri SPAC I Inc / Owl Creek Asset Management, L.P. - COLLECTIVE AUDIENCE, INC. (F/K/A ABRI SPAC I, INC.) Passive Investment

SC 13G/A 1 p24-0529sc13ga.htm COLLECTIVE AUDIENCE, INC. (F/K/A ABRI SPAC I, INC.) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Collective Audience, Inc. (formerly known as Abri SPAC I, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00085X105 (CUSIP Number) Decem

As filed with the Securities and Exchange Commission on January 12, 2024

As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.

As filed with the Securities and Exchange Commission on January 12, 2024

As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 Collective Audience, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule(3) Amount Registered Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, $0.0001 par value per share 457(c) and 457(h) 2,5

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Collective Audience, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 22, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 22, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 1, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 1, 2024 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number)

Executive Offer letter, by and between Collective Audience, Inc. and Chris Andrews, dated January 1, 2024.

Exhibit 10.1 JANUARY 1, 2024 Chris Andrews [***] Dear Chris: This letter agreement (this “Agreement”) is entered into between Chris Andrews (“you”) and Collective Audience, Inc., a Delaware corporation (the “Company”). This Agreement shall be effective January 1, 2024. This Agreement confirms the current terms and conditions of your employment with the Company. This Agreement supersedes all prior

Form of Stock Option Grant Notice and Form of Stock Option Agreement under the 2024 Equity Incentive Plan

Exhibit 10.3 Collective Audience, Inc. Stock Option Grant Notice 2024 Equity Incentive Plan FOR GOOD AND VALUABLE CONSIDERATION, Collective Audience, Inc. (the “Company”), hereby grants to the Optionee named below, a stock option (the “Option”) to purchase any part or all of the specified number of shares of its Common Stock (“Option Shares”), upon the terms and subject to the conditions set forth

Collective Audience 2024 Equity Incentive Plan

Exhibit 10.2 COLLECTIVE AUDIENCE, Inc. 2024 EQUITY INCENTIVE PLAN Plan Adopted by the Board: January 1, 2024 Plan Approved by the Shareholders: [●], 2024 Termination Date: January 1, 2034 1. General. (a) Purposes. The purposes of the Plan are as follows: (i) To provide additional incentive for selected Employees, Directors and Consultants to further the growth, development and financial success of

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement

exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2023, between Collective Audience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Numbe

Letter from BDO to the SEC.

Exhibit 16.1 Tel: 301-354-2500 Fax: 301-354-2501 www.bdo.com 12505 Park Potomac Ave, Suite 700 Potomac, MD 20854 12/6/2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on December 6, 2023, to be filed by our former client, the Abri SPAC I, Inc. We agree with the st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 1, 2023 Date of Report (Date of earliest event reported) COLLECTIVE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 1, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Co

CAUD / Collective Audience Inc / Abri Ventures I, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Collective Audience, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 193939 105

Collective Audience Appoints Technology Visionary, Investor, and Executive Leader, Peter Bordes, as Chief Executive Officer

Exhibit 99.1 Collective Audience Appoints Technology Visionary, Investor, and Executive Leader, Peter Bordes, as Chief Executive Officer New York, NY, December 11, 2023 – Collective Audience, Inc. (Nasdaq: CAUD), a leading innovator of audience based performance advertising and media solutions, has appointed Peter Bordes as chief executive officer, succeeding Brent Suen who will continue to serve

Employment Agreement between Collective Audience, Inc. and Peter Bordes, dated December 5, 2023

Exhibit 10.1 December 5, 2023 Peter Bordes Dear Peter: This letter agreement (this “Agreement”) is entered into between Peter Bordes (“you”) and Collective Audience, Inc., a Delaware corporation (the “Company”). This Agreement shall be effective December 5, 2023. This Agreement confirms the current terms and conditions of your employment with the Company. This Agreement supersedes all prior negoti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 1, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 1, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant

CAUD / Collective Audience Inc / LOGIQ, INC. - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Collective Audience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 193939 105 (CUSIP Number) Brent Suen 85 Broad Street 16-079 New York, NY 10004 808-829-1057 (Name, Address and Telephone Number of Persons

Form of Escrow Agreement between Logiq, Inc, and Continental Stock Transfer

EX-7 3 lg026ex7.htm EXHIBIT 7 Exhibit 7 ESCROW AGREEMENT THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of October [30] ,2023 by and between: DLQ, Inc. a corporation (“Parent”); and Brent Suen, as joint representatives (the “Stockholder Representatives”), of the Persons identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York co

Right of First Refusal Agreement

Exhibit 10.11 RIGHT OF FIRST REFUSAL AGREEMENT This RIGHT OF FIRST REFUSAL AGREEMENT, dated as of November 2, 2023 (this “Agreement”), is entered into by and between DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Abri”) and ABRI VENTURES I, LLC (“AVI”). WHEREAS, the Company is party to that certain Business Combination Agreement, dated as of the Septem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2023 Date of Report (Date of earliest event reported) COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number

Form of Escrow Agreement between Logiq, Inc, and Continental Stock Transfer

Exhibit 10.10 ESCROW AGREEMENT THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of November 2, 2023 by and between Logiq, Inc. a corporation (“Parent”) and Brent Suen, as joint representatives (the “Stockholder Representatives”) of the Persons identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”

Form of Warrant Revenue Sharing Side Letter

Exhibit 10.5 ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Los Angeles, CA 90210 November 2, 2023 Abri Ventures I, LLC 9663 Santa Monica lvd., No. 1091 Los Angeles, CA 90210 DLQ, Inc. 85 Broad Street, Suite 16-079 New York, NY 10004 Ladies and Gentlemen: Reference is made to that certain Merger Agreement dated September 9, 2022 (the “Merger Agreement”) among DLQ, Inc. (“DLQ”), Logiq, Inc. (“

Subsidiaries of the Company

Exhibit 21.1 List of Subsidiaries of Collective Audience, Inc. Name of Subsidiary Jurisdiction of Organization DLQ, Inc. Nevada

Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 12:54 PM 11/02/2023 FILED 12:54 PM 11/02/2023 SR 20233878989 - File Number 5565307 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABRI SPAC I, INC. November 2, 2023 Abri SPAC I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY A

Form of Management Earnout Agreement

Exhibit 10.3 MANAGEMENT EARNOUT AGREEMENT This Management Earnout Agreement (this “Agreement”), dated as of November 2, 2023, is entered into by and among each member of management of DLQ, Inc. set forth on Exhibit A (the “Management Members”), and Collective Audience, Inc. (f/k/a) Abri SPAC I, Inc., a Delaware corporation (“Parent”). The Management Members and Parent are sometimes referred to her

Form of Sponsor Earnout Agreement

Exhibit 10.4 SPONSOR EARNOUT AGREEMENT This Sponsor Earnout Agreement (this “Agreement”), dated as of November 2, 2023, is entered into by and between Abri Ventures I, LLC, a Delaware limited liability company (the “Sponsor”), and Abri SPAC I, Inc., a Delaware corporation (“Parent”). The Sponsor and Parent are sometimes referred to herein each as a “Party” and together the “Parties”. Recitals WHER

Form of Indemnification Agreement

Exhibit 10.7 Collective Audience, Inc. Indemnity Agreement This Indemnity Agreement (the “Agreement”) is made and entered into as of [], 2023 between Collective Audience, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). RECITALS A. Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided w

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DLQ

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DLQ You should read the following discussion and analysis of DLQ’s financial condition and results of operations together with the “Selected Consolidated Financial Data” section of this proxy statement/prospectus and DLQ’s consolidated financial statements and the related notes appearing at the en

Code of Business Conduct and Ethics

Exhibit 14.01 COLLECTIVE AUDIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for conducting the business of Collective Audience, Inc., a Delaware corporation (the “Company”), consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by comm

Form of Lock-up Agreement

Exhibit 10.6 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of November 2, 2023 by and between the undersigned stockholder (the “Holder”) and Collective Audience (f/k/a Abri SPAC I, Inc.), a Delaware corporation (the “Parent”). A. Parent, Abri Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent, DLQ, Inc., a Nevada corporation (the “Company”)

Abri SPAC I, Inc.

Exhibit 99.1 Source: Abri SPAC I, Inc. November 02, 2023 16:55 ET Abri SPAC I, Inc. Announces Completion of Business Combination Shares will begin trading on the Nasdaq Global Market under the ticker “CAUD” on November 3, 2023 NEW YORK, Nov. 02, 2023 (GLOBE NEWSWIRE) - Abri SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU, “Abri”), a special purpose acquisition company (“SPAC”), today announced the closin

Form of Voting Agreement

Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of November 2, 2023, by and among Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.), a Delaware corporation (the “Parent”), Abri Ventures I, LLC (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purpos

Form of Amended and Restated Registration Rights Agreement

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 2nd day of November, 2023, is made and entered into by and among Abri SPAC I, Inc., a Delaware corporation (the “Company”), the undersigned party listed under Investor on the signature page hereto (the “Investor”) and Chardan Capital Markets, L

Form of Escrow Agreement between DLQ, Inc. and Continental Stock Transfer

Exhibit 10.9 ESCROW AGREEMENT THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of October [30] ,2023 by and between: DLQ, Inc. a corporation (“Parent”); and Brent Suen, as joint representatives (the “Stockholder Representatives”), of the Persons identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agen

ABRI SPAC I, INC. ANNOUNCES COMPLETION OF BUSINESS COMBINATION Shares will begin trading on the Nasdaq Global Market under the ticker “CAUD” on November 3, 2023

Filed by Abri SPAC I, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Abri SPAC I, Inc. (Commission File No.: 333-268133) ABRI SPAC I, INC. ANNOUNCES COMPLETION OF BUSINESS COMBINATION Shares will begin trading on the Nasdaq Global Market under the ticker “CAUD” on November 3, 2023 New

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2023 (October 25, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission

ABRI SPAC I, INC. STOCKHOLDERS APPROVE PROPOSED MERGER TRANSACTION WITH DLQ, INC.

Exhibit 99.1 ABRI SPAC I, INC. STOCKHOLDERS APPROVE PROPOSED MERGER TRANSACTION WITH DLQ, INC. New York, NY–October 24, 2023 – Abri SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU, “Abri”), a special purpose acquisition company (“SPAC”), today announced that at a special meeting held on October 23, 2023 (the “Special Meeting”), Abri’s stockholders voted to approve its proposed business combination (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2023 (October 23, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2023 (October 23, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2023 (October 23, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2023 (October 23, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission

ABRI SPAC I, INC. STOCKHOLDERS APPROVE PROPOSED MERGER TRANSACTION WITH DLQ, INC.

Exhibit 99.1 ABRI SPAC I, INC. STOCKHOLDERS APPROVE PROPOSED MERGER TRANSACTION WITH DLQ, INC. New York, NY–October 24, 2023 – Abri SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU, “Abri”), a special purpose acquisition company (“SPAC”), today announced that at a special meeting held on October 23, 2023 (the “Special Meeting”), Abri’s stockholders voted to approve its proposed business combination (the “

DLQ Announces Effectiveness of Registration Statement on Form S-4 in Connection with Pending Listing on NASDAQ via Merger with Abri SPAC I

Filed by: Abri SPAC I, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Abri SPAC I, Inc. (Commission File No.: 333-268133) October 2, 2023 DLQ Announces Effectiveness of Registration Statement on Form S-4 in Connection with Pending Listing on NASDAQ via Merger with Abri SPAC I New York, NY

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268133 PROXY STATEMENT FOR SPECIAL MEETING OF ABRI SPAC 1, INC. TO APPROVE PROPOSED MERGER & PROSPECTUS FOR 11,400,000 SHARES OF COMMON STOCK YOUR VOTE IS VERY IMPORTANT

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268133 PROXY STATEMENT FOR SPECIAL MEETING OF ABRI SPAC 1, INC. TO APPROVE PROPOSED MERGER & PROSPECTUS FOR 11,400,000 SHARES OF COMMON STOCK YOUR VOTE IS VERY IMPORTANT Dear Stockholders: You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Abri SPAC I, Inc. (“Abri”), which will be held at 11:30 a.m.,

ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Beverly Hills, CA 90210

ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Beverly Hills, CA 90210 September 27, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Registration Statement on Form S-4 Filed September 27, 2023 File No 333-268133 Attention: Robert Shapiro, Linda Cvrkel, Taylor Beech

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries of Abri SPAC I, Inc. Name of Subsidiary Jurisdiction of Organization Abri Merger Sub, Inc. Delaware

Preliminary Proxy Card.

Exhibit 99.8 PROXY CARD ABRI SPAC I, INC. PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on October [*], 2023: The Proxy Statement is available at https://www.cstproxy.com/[*] The undersigned hereby appoints Jeffrey Tirman or Christopher Hardt as pr

As filed with the U.S. Securities and Exchange Commission on September 27, 2023

As filed with the U.S. Securities and Exchange Commission on September 27, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or

As filed with the U.S. Securities and Exchange Commission on September 21, 2023

As filed with the U.S. Securities and Exchange Commission on September 21, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2023 (September 21, 2023) Date of Report (Date of earliest event reported) ABRI SPAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2023 (September 21, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2023 (September 21, 2023) Date of Report (Date of earliest event reported) ABRI SPAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2023 (September 21, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commiss

G. Alex Weniger-Araujo

G. Alex Weniger-Araujo Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4063 Main 212.407.4000 Fax 212.407.4990 [email protected] September 21, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Amendment No 7 to Registration Statement on Form S-4 Filed September 1

As filed with the U.S. Securities and Exchange Commission on September 14, 2023

As filed with the U.S. Securities and Exchange Commission on September 14, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or

Julia Aryeh

Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] September 14, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Amendment No 6 to Registration Statement on Form S-4 Filed September 5, 2023

Julia Aryeh

Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] September 5, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Amendment No 5 to Registration Statement on Form S-4 Filed August 14, 2023, 2

As filed with the U.S. Securities and Exchange Commission on September 5, 2023

As filed with the U.S. Securities and Exchange Commission on September 5, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2023 (August 28, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2023 (August 28, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2023 (August 28, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission Fi

Fourth Amendment to the Merger Agreement dated as of August 28, 2023 by and among Logiq, Inc., Abri SPAC I, Inc., Abri Merger Sub, Inc., and DLQ, Inc.

Exhibit 2.5 FOURTH AMENDMENT TO THE MERGER AGREEMENT Dated as of August 28, 2023 This Fourth Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”

Fourth Amendment to the Merger Agreement, dated August 28, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent

Exhibit 2.5 FOURTH AMENDMENT TO THE MERGER AGREEMENT Dated as of August 28, 2023 This Fourth Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40723 ABRI SPAC I, INC. (Exa

Julia Aryeh

Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] August 14, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Amendment No 4 to Registration Statement on Form S-4 Filed July 25, 2023, 2023

As filed with the U.S. Securities and Exchange Commission on August 14, 2023

As filed with the U.S. Securities and Exchange Commission on August 14, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or org

Amendment to the Amended and Restated Certificate of Incorporation of Abri SPAC I, Inc., dated August 9, 2023

Exhibit 3.1 Charter Amendment SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABRI SPAC I, INC. August 9, 2023 Abri SPAC I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Abri SPAC I, Inc.” The original certificate of incorporation of the Corporat

Amendment to the investment management trust agreement, between Abri SPAC I, Inc. and Continental Stock Transfer & Trust Company dated August 9, 2023

Exhibit 1.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of August 9, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Abri SPAC I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings ass

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2023 (August 7, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2023 (August 7, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission Fil

Amendment to the Amended and Restated Certificate of Incorporation of Abri SPAC I, Inc., dated August 9, 2023

Exhibit 3.1 Charter Amendment SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABRI SPAC I, INC. August 9, 2023 Abri SPAC I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Abri SPAC I, Inc.” The original certificate of incorporation of the Corporat

Amendment to the investment management trust agreement, between Abri SPAC I, Inc. and Continental Stock Transfer & Trust Company dated August 9, 2023

Exhibit 1.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of August 9, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Abri SPAC I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings ass

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2023 (August 7, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2023 (August 7, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2023 (July 20, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2023 (July 20, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File N

Julia Aryeh

Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] July 25, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Amendment No 3 to Registration Statement on Form S-4 Filed June 30, 2023 File No

As filed with the U.S. Securities and Exchange Commission on July 25, 2023

As filed with the U.S. Securities and Exchange Commission on July 25, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of th

Third Amendment to the Merger Agreement dated as of July 20, 2023, by and among Logiq, Inc., Abri SPAC I, Inc., Abri Merger Sub, Inc., and DLQ, Inc.

Exhibit 2.4 THIRD AMENDMENT TO THE MERGER AGREEMENT Dated as of July 20, 2023 This Third Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), a

Third Amendment to the Merger Agreement, dated July 20, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent.

Exhibit 2.4 THIRD AMENDMENT TO THE MERGER AGREEMENT Dated as of July 20, 2023 This Third Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2023 (July 20, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2023 (July 20, 2023) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 June 20, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed May 11, 2023 File No. 333-268133 Attention: Robert Shapiro, Linda Cvrkel, Tay

As filed with the U.S. Securities and Exchange Commission on June 20, 2023

As filed with the U.S. Securities and Exchange Commission on June 20, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or organ

SECOND AMENDMENT TO THE MERGER AGREEMENT AND WAIVER Dated as of June 8, 2023

Exhibit 2.3 SECOND AMENDMENT TO THE MERGER AGREEMENT AND WAIVER Dated as of June 8, 2023 This Second Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (

Second Amendment to the Merger Agreement dated as of June 8, 2023, by and among Logiq, Inc., Abri SPAC I, Inc., Abri Merger Sub, Inc., and DLQ, Inc.

Exhibit 2.3 SECOND AMENDMENT TO THE MERGER AGREEMENT AND WAIVER Dated as of June 8, 2023 This Second Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (

Second Amendment to the Merger Agreement, dated June 8, 2023, by and among Abri, Merger Sub, DLQ and DLQ Parent.

Exhibit 2.3 SECOND AMENDMENT TO THE MERGER AGREEMENT AND WAIVER Dated as of June 8, 2023 This Second Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I.R.S. Em

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40723 ABRI SPAC I, INC. (Ex

Attention: Robert Shapiro, Linda Cvrkel, Taylor Beech and Dietrich King

G. Alex Weniger-Araujo Partner 345 Park Avenue New York, NY 10154 P. 212.407.4063 Main 212.407.4000 Fax [email protected] May 11, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC 1, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed February 7, 2023 File No. 333-268133

Form of DLQ Managed Services Agreement

Exhibit 10.16 Certain identified information has been excluded from the document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. MANAGED SERVICES AGREEMENT THIS MANAGED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2022 (the “Effective Date”) by and between: LOGIQ, INC., a Delaware corporation with offices at 85

As filed with the U.S. Securities and Exchange Commission on May 11, 2023

As filed with the U.S. Securities and Exchange Commission on May 11, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or organi

First Amendment to the Merger Agreement dated as of May 1, 2023, by and among Logiq, Inc., Abri SPAC I, Inc., Abri Merger Sub, Inc., and DLQ, Inc.

Exhibit 2.2 FIRST AMENDMENT TO THE MERGER AGREEMENT Dated as of May 1, 2023 This First Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I.R.S. Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I.R.S. Emp

First Amendment to the Merger Agreement, dated September 9, 2022, by and among Abri, Merger Sub, DLQ and DLQ Parent.

Exhibit 2.2 FIRST AMENDMENT TO THE MERGER AGREEMENT Dated as of May 1, 2023 This First Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and

ASPA / Abri SPAC I Inc / Owl Creek Asset Management, L.P. - ABRI SPAC I, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Abri SPAC I, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00085X105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 exhibit99.htm JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES General Abri SPAC I, Inc. has authorized stock consisting of 100,000,000 shares of Common Stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this report, 2,980,450 shares of Common Stock are issued and outstanding. No preferred shares are issued or outstanding. The following description summarizes the materi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40723 ABRI SPAC I, INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I.R.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commission File Number) (I.R.S.

Abri SPAC I, Inc. / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ABRI SPAC I, Inc. (Name of Issuer) Common Stock, Par Value $0.0001per share (Title of Class of Securities) 00085X204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

ASPA / Abri SPAC I Inc / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ABRI SPAC I, INC - SCHEDULE 13G/A(#1E) Passive Investment

SC 13G/A 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / ABRI SPAC I, INC - SCHEDULE 13G/A(#1E) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Abri SPAC I, Inc. (Name of Issuer) Common (Title of Class of Securities) 00085X105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of

ASPA / Abri SPAC I Inc / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ASPA / Abri SPAC I Inc / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Abri SPAC I, Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00085X105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

ASPA / Abri SPAC I Inc / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d584632dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Abri SPAC I Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00085X105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

As filed with the U.S. Securities and Exchange Commission on February 7, 2023

As filed with the U.S. Securities and Exchange Commission on February 7, 2023 Registration No. 333-268133 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To Form S-4 REGISTRATION STATEMENT Under The Securities Act Of 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or or

G. Alex Weniger-Araujo

G. Alex Weniger-Araujo Partner 345 Park Avenue New York, NY 10154 P. 212.407.4063 Main 212.407.4000 Fax [email protected] February 7, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Abri SPAC I, Inc. Registration Statement on Form S-4 Filed November 3, 2022 File No. 333-268133 Attention: Rob

ASPA / Abri SPAC I Inc / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Abri SPAC I, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00085X105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

ASPA / Abri SPAC I Inc / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* ABRI SPAC I, Inc. (Name of Issuer) Common stock, par value $ 0.0001 (Title of Class of Securities) 00085X105 (CUSIP Number) December 20,

Amendment to the Amended and Restated Certificate of Incorporation of Abri SPAC I, Inc., dated December 9, 2022

EXHIBIT 3.1 Charter Amendment AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABRI SPAC I, INC. December 9, 2022 Abri SPAC I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Abri SPAC I, Inc.” The original certificate of incorporation of the Corporation w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2022 (December 09, 2022) Date of Report (Date of earliest event reported) ABRI SPAC I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2022 (December 09, 2022) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2022 (December 09, 2022) Date of Report (Date of earliest event reported) ABRI SPAC I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2022 (December 09, 2022) Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of  incorporation) (Commissio

Amendment to the investment management trust agreement of August 9, 2021, between Abri SPAC I, Inc. and Continental Stock Transfer & Trust Company dated December 9, 2022

EXHIBIT 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of December 9, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Abri SPAC I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings

Amendment to the Amended and Restated Certificate of Incorporation of Abri SPAC I, Inc., dated December 9, 2022

EXHIBIT 3.1 Charter Amendment AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABRI SPAC I, INC. December 9, 2022 Abri SPAC I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Abri SPAC I, Inc.” The original certificate of incorporation of the Corporation w

Amendment to the investment management trust agreement of August 9, 2021, between Abri SPAC I, Inc. and Continental Stock Transfer & Trust Company dated December 9, 2022

EXHIBIT 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of December 9, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Abri SPAC I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings

ABRI SPAC I, INC. Announces Offer of Reverse Redemptions in Connection with Vote to Extend Period to Consummate its Initial Business Combination.

Filed by: Abri SPAC I, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Abri SPAC I, Inc. (Commission File No.: 333-268133) ABRI SPAC I, INC. Announces Offer of Reverse Redemptions in Connection with Vote to Extend Period to Consummate its Initial Business Combination. New York, NY?December

Logiq Signs LOI to Acquire Privately Held Operating Company

Filed by: Abri SPAC I, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: Abri SPAC I, Inc. (Commission File No.: 333-268133) November 21, 2022 Logiq Signs LOI to Acquire Privately Held Operating Company As contemplated: · The preliminary confidential target valuation is between $220M and $25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for the use of the Commission only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40723 ABRI SPAC I, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for the us

Consent of Denis Duncan to be named as a director.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Abri SPAC I, Inc. (the “Registrant”) of its Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

Consent of Nadine Watt to be named as a director.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Abri SPAC I, Inc. (the “Registrant”) of its Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

Form of Amended and Restated Bylaws of Abri (included as Annex C to this joint proxy statement/prospectus).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF DATALOGIQ, Inc. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ABRI SPAC I, INC.

As filed with the U.S. Securities and Exchange Commission on November 3, 2022

As filed with the U.S. Securities and Exchange Commission on November 3, 2022 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or organization) (Primary Standard

Form of Letter Agreement for Warrant Revenue Share among Abri, the Sponsor and DLQ

Exhibit 10.15 ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Los Angeles, CA 90210 [●], 2022 Abri Ventures I, LLC 9663 Santa Monica lvd., No. 1091 Los Angeles, CA 90210 DLQ, Inc. 85 Broad Street, Suite 16-079 New York, NY 10004 Ladies and Gentlemen: Reference is made to that certain Merger Agreement dated September 9, 2022 (the “Merger Agreement”) among DLQ, Inc. (“DLQ”), Logiq, Inc. (“DLQ Pa

Form of Management Earnout Agreement between Abri, the Sponsor and certain members of management of DLQ.

Exhibit 10.12 FORM OF MANAGEMENT EARNOUT AGREEMENT This Management Earnout Agreement (this “Agreement”), dated as of [●], 2022, is entered into by and among each member of management of DLQ, Inc. set forth on Exhibit A (the “Management Members”), and Abri SPAC I, Inc., a Delaware corporation (“Parent”). The Management Members and Parent are sometimes referred to herein each as a “Party” and togeth

Form of Amended and Restated Registration Rights Agreement by and among Abri, DLQ and certain stockholders.

Exhibit 10.9 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the [●] day of , 2022, is made and entered into by and among Abri SPAC I, Inc., a Delaware corporation (the “Company”), the undersigned party listed under Investor on the signature page hereto (the “Investor”) and Chardan Capital Markets, L

Consent of Elisabeth DeMarse to be named as a director.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Abri SPAC I, Inc. (the “Registrant”) of its Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

Form of Voting Agreement among Abri, the Sponsor and certain holders of Common Stock.

Exhibit 10.14 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of [], 2022, by and among DataLogiq, Inc. (f/k/a Abri SPAC I, Inc.), a Delaware corporation (the “Parent”), Abri Ventures I, LLC (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of thi

Form of Sponsor Earnout Agreement between Abri and the Sponsor.

Exhibit 10.13 FORM OF SPONSOR EARNOUT AGREEMENT This Sponsor Earnout Agreement (this “Agreement”), dated as of [●], 2022, is entered into by and between Abri Ventures I, LLC, a Delaware limited liability company (the “Sponsor”), and Abri SPAC I, Inc., a Delaware corporation (“Parent”). The Sponsor and Parent are sometimes referred to herein each as a “Party” and together the “Parties”. Recitals WH

Consent of Brent Suen to be named as a director.

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Abri SPAC I, Inc. (the “Registrant”) of its Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

Form of Lock-Up Agreement by and among Abri and certain DLQ stockholders.

Exhibit 10.10 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2022 by and between the undersigned stockholder (the “Holder”) and Abri SPAC I, Inc., a Delaware corporation (the “Parent”). A. Parent, Abri Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent, DLQ, Inc., a Nevada corporation (the “Company”) and Logiq, Inc., a Delawar

Form of Second Amended and Restated Certificate of Incorporation of Abri (included as Annex B to this joint proxy statement/prospectus).

Exhibit 3.2 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABRI SPAC I, INC. [●] Abri SPAC I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Abri SPAC I, Inc.” The original certificate of incorporation of the Corporation was filed with the Secretary of St

Consent of Christopher Hardt to be named as a director.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Abri SPAC I, Inc. (the “Registrant”) of its Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Beverly Hills, CA 90210 September 21, 2022

ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Beverly Hills, CA 90210 September 21, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington D.C. 20549-7010 Re: Registration Statement on Form S-4 (File No. 333-262637) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended, Abri SPAC I, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): September 12, 2022 (September 9, 2022) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of ?incorpor

Merger Agreement dated as of September 9, 2022 by and among Logiq, Inc., DLQ Inc., Abri SPAC I, Inc. and Abri Merger Sub, Inc.

Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated as of September 9, 2022 by and among Logiq, Inc. (a Delaware corporation), DLQ, Inc. (a Nevada corporation), ABRI SPAC I, Inc., and ABRI Merger Sub, Inc. ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 16 ARTICLE II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the Merger 18 2.4 U.S. Tax Treatment 18 2.5 Articles

Merger Agreement dated as of September 9, 2022 by and among Logiq, Inc., DLQ Inc., Abri SPAC I, Inc. and Abri Merger Sub, Inc.

Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated as of September 9, 2022 by and among Logiq, Inc. (a Delaware corporation), DLQ, Inc. (a Nevada corporation), ABRI SPAC I, Inc., and ABRI Merger Sub, Inc. ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 16 ARTICLE II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the Merger 18 2.4 U.S. Tax Treatment 18 2.5 Articles

Parent Stockholder Support Agreement by and among Abri and certain stockholders.

Exhibit 10.1 PARENT STOCKHOLDER SUPPORT AGREEMENT This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of September 9, 2022 (this ?Parent Support Agreement?), is entered into by and among the stockholder named on the signature page hereto (the ?Stockholder?), DLQ, Inc., a Nevada corporation (the ?Company?), and Abri SPAC I, Inc., a Delaware corporation (?Parent?). Capitalized terms used but not def

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 Date of Report (Date of earliest event reported): September 12, 2022 (September 9,

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 Date of Report (Date of earliest event reported): September 12, 2022 (September 9, 2022) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of ?incorpor

Parent Stockholder Support Agreement dated as of September 9, 2022 by and among Abri SPAC I, Inc., DLQ Inc. and certain stockholders of Abri SPAC I, Inc.

Exhibit 10.1 PARENT STOCKHOLDER SUPPORT AGREEMENT This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of September 9, 2022 (this ?Parent Support Agreement?), is entered into by and among the stockholder named on the signature page hereto (the ?Stockholder?), DLQ, Inc., a Nevada corporation (the ?Company?), and Abri SPAC I, Inc., a Delaware corporation (?Parent?). Capitalized terms used but not def

Press Release dated September 9, 2022 (incorporated by reference to Exhibit 99.1 to the Current Report with the Securities & Exchange Commission on September 9, 2022)

425 1 ea165578-425abrispac1.htm FORM 425 Filed by Abri SPAC I, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Abri SPAC I, Inc. (File No. 001-40723) September 09, 2022 DLQ Announces Plans to List on NASDAQ via Merger with Abri SPAC I ● DLQ, Inc. a wholly owned subsidiary of Logiq, Inc.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40723 ABRI SPAC I, INC. (Exa

Abri SPAC I, Inc. Announces Termination of Merger Agreement with Apifiny Group Inc.

Exhibit 99.1 Abri SPAC I, Inc. Announces Termination of Merger Agreement with Apifiny Group Inc. NEW YORK, N.Y. ? July 25, 2022 (BUSINESS WIRE) ? Abri SPAC I, Inc. (NASDAQ: ASPA) (the ?Company? or ?Abri?), a special purpose acquisition company, announced today that it has terminated its previously announced agreement and plan of merger (the ?Merger Agreement?) with Apifiny Group Inc. (?Apifiny?),

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 July 25, 2022 (July 22, 2022) Date of Report (Date of earliest event reported) Abri SPAC I, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Com

Termination of Merger Letter Agreement, dated as of July 22, 2022, by and among Abri SPAC I, Inc., Abri Merger Sub, Inc., Abri Ventures I, LLC and Apifiny Group Inc.

Exhibit 10.1 Abri SPAC I, Inc. 40 Main Street, #1009 Newark, DE 19711 9663 Santa Monica Blvd., No. 1091 Beverly Hills, CA 90210 July 22, 2022 VIA OVERNIGHT DELIVERY AND EMAIL Apifiny Group Inc. 1675 Broadway, 35th Floor New York, NY 10019 Attention: Haohan Xu, Chief Executive Officer [email protected] Re: Termination of Merger Agreement Ladies and Gentlemen: Pursuant to Section 10.1(d) of that ce

ASPA / Abri SPAC I Inc / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

SC 13G 1 lfsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* ABRI SPAC I, Inc. (Name of Issuer) Common stock, par value $ 0.0001 (Title of Class of Securities) 00085X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40723 ABRI SPAC I, INC. (Ex

As filed with the U.S. Securities and Exchange Commission on May 9, 2022

As filed with the U.S. Securities and Exchange Commission on May 9, 2022 Registration No. 333-262637 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABRI SPAC I, INC. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or organiz

Assurance Escrow Agreement Abri and among Apifiny, TipTop and the Escrow Agent dated February 3, 2022

Exhibit 10.21 ASSURANCE ESCROW AGREEMENT THIS ASSURANCE ESCROW AGREEMENT (this ?Agreement?), dated as of February 3, 2022, is entered into by and among Abri Ventures I, LLC, a Delaware limited liability company (the ?Sponsor?), Apifiny Group Inc., a Delaware corporation (the ?Company?), TipTop Century Limited (?TipTop?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?

Form of Letter Agreement for Warrant Revenue Share among Abri, the Sponsor and Apifiny

Exhibit 10.20 ABRI SPAC I, INC. 9663 Santa Monica Blvd., No. 1091 Los Angeles, CA 90210 January [?], 2022 Abri Ventures I, LLC 9663 Santa Monica Blvd., No. 1091 Los Angeles, CA 90210 Apifiny Group, Inc. 1675 Broadway, FL 35 New York, NY 10019 Ladies and Gentlemen: Reference is made to that certain Merger Agreement dated January 27, 2022 (the ?Merger Agreement?) among Apifiny Group, Inc. (?Apifiny?

Form of Lock-Up Agreement by and among Abri and certain Abri stockholders.

Exhibit 10.12.2 FORM OF SPONSOR LOCK-UP AGREEMENT THIS SPONSOR LOCK-UP AGREEMENT (this ?Agreement?) is dated as of January [?], 2022 by and between Abri Ventures I, LLC (the ?Sponsor?) and Abri SPAC I, Inc., a Delaware corporation (the ?Parent?). A. Parent, Abri Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent, Apifiny Group Inc., a Delaware corporation (the ?Compa

Master Agreement, dated April 18, 2019, by and between 55 Global, Inc. and IDM Global, Inc.

Exhibit 10.25 *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) the type the Registrant treats as private or confidential. MASTER AGREEMENT This Master Agreement (together with all exhibits and attachments hereto, the ?Agreement?) is made and entered into as of the 18th day of April

Form of Earnout Escrow Agreement among Abri, the Sponsor, Erez Simha as the Apifiny securityholder representative and Continental Stock Transfer & Trust Company

Exhibit 10.17 FORM OF EARNOUT ESCROW AGREEMENT THIS EARNOUT ESCROW AGREEMENT (this ?Agreement?) is made and entered into as of January [?], 2022, by and among Abri SPAC I, Inc., a Delaware corporation (?Parent?), Abri Ventures I, LLC, a Delaware limited liability company (the ?Sponsor?), Howard Steinberg (the ?Securityholder Representative?), and Continental Stock Transfer & Trust Company, a New Y

Form of Sponsor Earnout Agreement between Abri and the Sponsor

Exhibit 10.16 FORM OF SPONSOR EARNOUT AGREEMENT This Sponsor Earnout Agreement (this ?Agreement?), dated as of January [?], 2022, is entered into by and between Abri Ventures I, LLC, a Delaware limited liability company (the ?Sponsor?), and Abri SPAC I, Inc., a Delaware corporation (?Parent?). The Sponsor and Parent are sometimes referred to herein each as a ?Party? and together the ?Parties?. Rec

Form of Lock-Up Agreement by and among Abri and certain Apifiny stockholders.

Exhibit 10.12.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of January [?], 2022 by and between the undersigned stockholder (the ?Holder?) and Abri SPAC I, Inc., a Delaware corporation (the ?Parent?). A. Parent, Abri Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent, Apifiny Group Inc., a Delaware corporation (the ?Company?) and E

Form of Indemnification Escrow Agreement among Abri, the Sponsor, the Apifiny securityholder representative and the Escrow Agent

Exhibit 10.18 FORM OF INDEMNIFICATION ESCROW AGREEMENT THIS INDEMNIFICATION ESCROW AGREEMENT (this ?Agreement?) is made and entered into as of [], 2022, by and among Abri Ventures I, LLC, a Delaware limited liability company (the ?Indemnified Party Representative?), solely in its capacity as representative, agent and attorney-in-fact of Abri SPAC I Inc. (the ?Parent?) as the Indemnified Party unde

Assurance Agreement between the Sponsor, Apifiny and TipTop Century Limited dated February 3, 2022

Exhibit 10.13 EXECUTION COPY ASSURANCE AGREEMENT This Assurance Agreement (this ?Agreement?), dated as of February 3, 2022, is entered into by and among Abri Ventures I, LLC, a Delaware limited liability company (the ?Sponsor?), Apifiny Group Inc., a Delaware corporation (the ?Company?), and TipTop Century Limited, (?TipTop?). The Sponsor, the Company and TipTop are sometimes referred to herein ea

Fireblocks License Agreement, dated August 31, 2021, by and between Apifiny and Fireblocks Inc.

Exhibit 10.23 FIREBLOCKS LICENSE AGREEMENT (w/o Additional Liability Protection) IF YOU ARE ENTERING INTO THIS AGREEMENT ELECTRONICALLY AND YOU HAVE ALREADY ENTERED INTO A SEPARATE LICENSE AGREEMENT DIRECTLY WITH FIREBLOCKS LTD. OR FIREBLOCKS INC., (AS MAY BE APPLICABLE, ?FIREBLOCKS?, ?US?, ?WE? OR ?LICENSOR?) IN CONNECTION WITH THE ACCESS OR USE OF THE SERVICE (DEFINED BELOW)THEN THIS LICENSE AGR

Custodian Agreement, dated September 1, 2021, by and between Apifiny and Etana Trust Company

Exhibit 10.24 *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) the type the registrant treats as private or confidential. CUSTODIAN AGREEMENT This Custodian Agreement (this ?AGREEMENT?) effective on the date indicated on the signature page below (the ?Effective Date?) by and betwee

Form of Amended and Restated Registration Rights Agreement by and among Abri, Apifiny and certain stockholders.

Exhibit 10.11 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of the [?] day of January, 2022, is made and entered into by and among Abri SPAC I, Inc., a Delaware corporation (the ?Company?), the undersigned party listed under Investor on the signature page hereto (the ?Investor?) and Chardan Capital Ma

Hosting Agreement, dated April 1, 2022, by and between Apifiny and Ritzer Group LLC and RPNY Holdings, LLC

Exhibit 10.22 *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. 2186 Jackson Keller Rd, San Antonio, TX 78213, United States HOSTING AGREEMENT This hosting agreement (the ?Agreement?) is made as of April 01, 2022, by and between

Form of Voting Agreement among Abri, the Sponsor and certain holders of Common Stock

Exhibit 10.19 EXHIBIT M FORM OF VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made as of [], 2022, by and among Apifiny Group Inc. (f/k/a Abri SPAC I, Inc.), a Delaware corporation (the ?Parent?), Abri Ventures I, LLC (the ?Sponsor?), and each of the individuals and entities set forth on the signature page hereto (each a ?Voting Party? and collectively, the ?Voting Parties?). For pu

Subscription Agreement Amendment dated April 13, 2022

Exhibit 4.2 AMENDMENT TO PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT THIS AMENDMENT TO THE PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of April 13, 2022, by and between Abri SPAC I, Inc., a Delaware corporation (the ?Company?), and Abri Ventures I, LLC, a Delaware limited liability company (the ?Subscriber?) as an supplement to the Subscription Agreement dated Aug

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 14, 2022 Date of Report (Date of earliest event reported) ABRI SPAC I, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of incorporation) (Commission File