References in this report (the "Quarterly Report") to "we," "us", "our" or the
"Company" refer to Abri SPAC I, Inc. and references to our "management" or our
"management team" refer to our officers and directors. The following discussion
and analysis of the Company's financial condition and results of operations
should be read in conjunction with the unaudited condensed financial statements
and the notes thereto contained elsewhere in this Quarterly Report. Certain
information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, and including but not
limited to statements regarding the Company or the Company's management team's
expectations, hopes, beliefs, intentions or strategies regarding the future,
included in this Quarterly Report that address activities, events or
developments that the Company expects or anticipates will or may occur in the
future are forward-looking statements. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond the Company's
control) or other assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these forward-looking
statements. Information concerning these and other factors can be found in the
Company's filings with the United States Securities and Exchange Commission
("SEC"), including those set forth in the Risk Factors section of the Company's
final prospectus for its initial public offering ("Initial Public Offering").
Copies are available on the SEC's website, www.sec.gov. In light of the
significant uncertainties in forward-looking statements, you should not regard
such statements as a representation or warranty that the Company will achieve
its objectives and plans in any specified timeframe, or at all, and you should
not place undue reliance on any forward-looking statements. The Company
disclaims any intention or obligation to update or revise any forward-looking
statements, except as may be required by law.
Overview
We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. We intend to effectuate our initial business combination
using cash from the proceeds of the Initial Public Offering, our capital stock,
debt or a combination of cash, stock and debt.
As of September 30, 2021 and the date of this filing, the Company had not
commenced core operations. All activity for the period from March 18, 2021
(inception) through September 30, 2021 relates to the Company's formation and
raising funds through its Initial Public Offering. The Company will not generate
any operating revenues until after the completion of an initial business
combination, at the earliest. We will generate non-operating income in the form
of interest income from the proceeds derived from the Initial Public Offering.
The stock exchange listing rules provide that the initial business combination
must be with one or more target businesses that together have a fair market
value equal to at least 80% of the value of the assets held in the Trust Account
(as defined in these financial statements hereto) (excluding the deferred
underwriting commissions and taxes payable) at the time of the Company signing a
definitive agreement in connection with the initial business combination. The
Company will only complete an initial business combination if the post-initial
business combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended. There is no
assurance that the Company will be able to successfully effect an initial
business combination.
To the extent we are unable to consummate an initial business combination, we
will pay the costs of liquidation from our remaining assets outside of the Trust
Account. If such funds are insufficient, our insiders have agreed to pay the
funds necessary to complete such liquidation (currently anticipated to be no
more than $15,000) and have agreed not to seek repayment of such expenses.
Results of Operations
All activities through September 30, 2021 were related to the Company's
organizational activities, and preparation for the Company's Initial Public
Offering, and, after our Initial Public Offering, identifying a target company
for a business combination. We will not generate any operating revenues until
after completion of our initial business combination. Subsequent to our Initial
Public Offering on August 12, 2021, we generate non-operating income in the form
of interest and dividend income on cash and cash equivalents, and marketable
securities held in the Trust Account. We incur ongoing expenses as a result of
being a public company for legal, financial reporting, accounting and auditing
compliance, as well as for due diligence expenses.
For the three months ended September 30, 2021 and for the period from March 18,
2021 (inception) through September 30, 2021, we had net losses of $(245,301) and
$(276,735), respectively, consisting mainly of legal and professional fees for
our formation. The Company has no material deferred tax assets as of September
30, 2021.
Liquidity and Capital Resources
Our liquidity needs had been satisfied prior to the consummation of our Initial
Public Offering on August 12, 2021 through a capital contribution of $25,000 by
our sponsor for 1,437,500 shares of our common stock, or founder shares, and the
principal amount of $300,000 received from our sponsor under a promissory note
(see Notes 1 and 4).
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As of September 30, 2021, we had cash of $350,839 and working capital of
approximately $469,877. Our liquidity needs prior to the consummation of our
Initial Public Offering had been satisfied through proceeds from notes payable
and advances from related party and from the issuance of common stock.
Subsequent to the consummation of our Initial Public Offering, we expect that we
will need additional capital to satisfy our liquidity needs beyond the net
proceeds from the consummation of our Initial Public Offering and the proceeds
held outside of the Trust Account for paying existing accounts payable,
identifying and evaluating prospective business combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating an initial business combination.
Although certain of our initial stockholders, officers and directors or their
affiliates have committed to loan us funds from time to time or at any time, in
whatever amount they deem reasonable in their sole discretion, there is no
guarantee that we will receive such funds.
Accordingly, the accompanying financial statement has been prepared in
conformity with U.S. GAAP, which contemplates continuation of the Company as a
going concern and the realization of assets and the satisfaction of liabilities
in the normal course of business. The financial statement does not include any
adjustments that might result from the outcome of this uncertainty. Further, we
have incurred and expect to continue to incur significant costs in pursuit of
our financing and acquisition plans. Management plans to address this
uncertainty during period leading up to the Initial Business Combination. The
Company cannot provide any assurance that its plans to raise capital or to
consummate an Initial Business Combination will be successful. Based on the
foregoing, management believes that the Company will not have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the
consummation of the Initial Business Combination or one year from this filing.
These factors, among others, raise substantial doubt about our ability to
continue as a going concern.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities as of September 30, 2021.
In connection with our initial business combination, we are obligated to pay our
expenses relating thereto, including the deferred underwriting commission
payable to our underwriter in an amount equal to 3.0% of the total gross
proceeds raised in the offering, or $1,500,000, upon consummation of our initial
business combination.
Upon consummation of our Initial Public Offering, we sold to our underwriters,
for $100, an option to purchase up to a total of 300,000 units (or up to 345,000
if the over-allotment is exercised in full) exercisable, in whole or in part, at
$11.50 per unit, commencing on the consummation of our initial business
combination. The purchase option may be exercised for cash or on a cashless
basis, at the holder's option, and expires five years from the commencement of
sales in our Initial Public Offering. The option and the 300,000 units, as well
as the 300,000 shares of common stock, and the warrants to purchase 300,000
shares of common stock that may be issued upon exercise of the option have been
deemed compensation by FINRA and are therefore subject to a lock-up for a period
of 180 days immediately following the effective date of our registration
statement, or August 9, 2021.
Critical Accounting Policies
The preparation of unaudited financial statements and related disclosures in
conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and income and
expenses during the periods reported. Actual results could materially differ
from those estimates. See Note 1 to our financial statements for further
information on our critical accounting policies.
Off-Balance Sheet Arrangements
As of September 30, 2021, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material effect on
the Company's unaudited financial statements.
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