Item 1.01 Entry into a Material Definitive Agreement
The Merger Agreement
On September 9,2022 Logiq, Inc., a Delaware corporation ("DLQ Parent"), DLQ,
Inc., a Nevada corporation and wholly-owned subsidiary of Logiq, Inc. (the
"Company"), Abri SPAC I, Inc., a Delaware corporation ("Abri") and Abri Merger
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Abri ("Merger
Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"),
whereby Merger Sub will merge with and into Company (the "Merger") with Company
being the surviving Company (the "Surviving Company") and wholly-owned
subsidiary of Abri, and Abri will change its name to "DataLogiq, Inc."
The Merger is expected to be consummated after obtaining the required approval
by the stockholders of Abri and DLQ Parent and upon the satisfaction of certain
other customary closing conditions.
The closing of the transactions (the "Closing") contemplated in the Merger
Agreement is anticipated to occur virtually on the fifth Business Day following
the satisfaction or waiver of closing conditions (the "Closing Date"). On the
Closing Date, the parties to the Merger Agreement will cause the Certificate of
Merger to be filed with the Delaware Secretary of State in accordance with
Delaware General Corporation Law ("DGCL") and the Articles of Merger to be filed
with the Nevada Secretary of State in accordance with the Nevada Revised
Statutes ("NRS"), as applicable.
Merger Consideration
At Closing, Abri will deliver to Company $114 million worth of shares of Abri
Common Stock, par value $0.0001, at $10.00 per share (the "Merger Consideration
Shares").
Stock Dividend of Abri Common Stock
Also at Closing, DLQ Parent will issue a dividend to its shareholders on a pro
rata basis equal to 25% of the aggregate Merger Consideration Shares (the
"Dividend Shares"). The dividend will be payable to shareholders of record as of
a record date to be set shortly before Closing.
Non-Solicitation Restrictions
DLQ Parent and DLQ have each agreed that from the date of the Merger Agreement
until the Closing Date or, if earlier, the valid termination of the Merger
Agreement in accordance with its terms, it will not initiate, encourage or
engage in any negotiations with any party relating to an Alternative Transaction
(as defined in the Merger Agreement), take any action intended to facilitate an
Alternative Transaction or approve, recommend or enter into any agreement
relating to an Alternative Transaction.
Conditions to Closing
The consummation of the Merger is conditioned upon, among other things, (i) the
absence of any applicable (A) law or order, or (B) Action (as defined in the
Merger Agreement) commenced or asserted in writing by any Authority (as defined
in the Merger Agreement), prohibiting or, in the case of clause (B), materially
restrict the consummation of the Merger and related transactions; (ii) the
receipt of any consent, approval or authorization required by any Authority (as
defined in the Merger Agreement); (iii) Abri having at least $5,000,001 of net
tangible assets either immediately prior to or upon consummation of the Merger;
(iv) approval by DLQ Parent stockholders of the Merger and related transactions;
(v) DLQ Parent's transfer of substantially of the Intellectual Property assets
of Rebel AI, Inc. and all of the Intellectual Property assets of Fixel AI, Inc.
to the Company (each, a "Sister Company") (vi) the Distribution shall be ready
to be consummated as provided for in the Agreement contemporaneously with the
Closing of the Merger, (vii) approval by Abri's stockholders of the Merger and
related transactions; (vii) the conditional approval for listing by the Nasdaq
Stock Market of the shares of Abri Common Stock to be issued in connection with
the transactions contemplated by the Merger Agreement and the Additional
Agreements and satisfaction of initial and continued listing requirements; and
(ix) the Form S-4 becoming effective in accordance with the provisions of the
Securities Act of 1933, as amended ("Securities Act").
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Solely with respect to Abri and Merger Sub, the consummation of the Merger is
conditioned upon, among other things: (i) the Company having duly performed or
complied with all of its obligations under the Merger Agreement in all material
respects; (ii) the representations and warranties of the Company that are
qualified by materiality being true and correct in all respects and the
representations and warranties that are not so qualified being true and correct
in all material respects ; (iii) no event having occurred that would result in a
Material Adverse Effect on the Company, any of its Subsidiaries, Rebel AI, Inc.
or Fixel AI, Inc.; (iv) providing a certificate from the chief executive officer
as to the accuracy of the conditions in clauses (i) through (iii); ); (v) the
Company having delivered certain certificates to Abri; (vi) the Company, DLQ
Parent and certain management of the Company shall have executed and delivered
to Abri each Additional Agreement to which they each are a party and (vii) the
Company shall have entered into an agreement which provides that Abri Ventures
I, LLC, a Delaware limited liability company (the "Sponsor") shall be the
exclusive financing source of the Company and Abri after Closing in an amount
which shall not exceed $25 million; (viii) the Company shall have filed all
income tax returns for the 2019, 2020 and 2021 tax years; (ix) DLQ Parent and
Sister Companies shall have entered into one or more Intellectual Property
assignment agreements; (x) all the Related Company Outbound IP Agreements and
all Related Company Customer Agreements (as such terms are defined in the Merger
Agreement) have been cancelled or terminated by DLQ Parent or the applicable
Sister Company or have expired on their own terms; and (xi) DLQ Parent shall
have changed its name to a new name that neither includes nor is confusingly
similar to "Logiq", "DataLogiq" or any of the trademarks owned by the Company as
of the date of the Merger Agreement.
Solely with respect to the Company, the consummation of the Merger is
conditioned upon, among other things: (i) Abri and Merger Sub having duly
performed or complied with all of their respective obligations under the Merger
Agreement in all material respects; (ii) the representations and warranties of
Abri that are qualified by materiality being true and correct in all respects
and the representations and warranties that are not so qualified being true and
correct in all material respects; (iii) no event having occurred that would
result in a Material Adverse Effect on Abri or Merger Sub; (iv) Abri, Sponsor,
and any other security holder of Abri, shall have executed and delivered to DLQ
Parent each Additional Agreement to which they each are a party; (v) Abri and
Merger Sub having each delivered certain certificates to the Company; (vi) Abri
having filed its Amended Parent Charter (as defined in the Merger Agreement) and
such Amended Parent Charter being declared effective by, the Delaware Secretary
of State; (vii) Abri having delivered executed the Abri officers and directors
as set forth in the Merger Agreement; and (ix) after the redemption by all Abri
stockholders who have elected to be redeemed, Abri shall have made all necessary
and appropriate arrangements with the trustee of Abri's trust account to have
all of the remaining funds contained in such trust account disbursed to Abri
immediately prior to the effective time of the Merger.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the
parties thereto with respect to, among other things: (a) corporate existence and
power; (b) authorization to enter into the Merger Agreement and related
transactions; (c) governmental authorization; (d) non-contravention; (e)
capitalization; (f) corporate records; (g) subsidiaries; (h) consents; (i)
financial statements; (j) books and records; (k) internal accounting controls;
(l) absence of certain changes; (m) properties; title to assets; (n) litigation;
(o) contracts; (p) licenses and permits; (q) compliance with laws; (r)
intellectual property; (s) accounts payable; affiliate loans; (t) employee
matters and benefits; (u) real property; (v) tax matters; (w) environmental
laws; (x) finders' fees; (y) powers of attorney, suretyships and bank accounts;
(z) directors and officers; (aa) anti-money laundering laws; (ab) insurance;
(ac) related party transactions; and (ad) certain representations related to
securities law and activity. Abri has additional representations and warranties,
including (a) issuance of shares; (b) trust fund; (c) listing; (d) board
approval; (e) SEC documents and financial statements; (f) certain business
practices; and (g) expenses, indebtedness and other liabilities.
Except in the case of Fraud, there shall be no remedy available to Parent and/or
the Surviving Corporation and their respective successors and permitted assigns,
their respective officers, directors, managers, employees, Affiliates and
Representatives (collectively, the "Parent Post-Closing Parties") for any and
all losses or damages that are sustained or incurred by any of the Parent
Post-Closing Parties by reason of, resulting from or arising out of any breach
of or inaccuracy in any of DLQ Parent's or the Company's representations or
warranties contained in the Merger Agreement.
Exclusivity
The Merger Agreement provides that from the date of exection of the Merger
Agreement to the Closing, neither DLQ Parent, nor any member of the Company
Group may solicit, initiate engage or participate in negotiations with any
. . .
Item 7.01 Regulation FD Disclosure.
On September 9, 2022, Abri and the Company issued a joint press release
announcing the execution of the Merger Agreement. A copy of the press release is
furnished as Exhibit 99.1 to the Current Report on Form 8-K, as filed on
September 9, 2022, and is incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein contain certain "forward-looking statements" within the meaning of "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements can be identified by words such as "target,"
"believe," "expect," "will," "shall," "may," "anticipate," "estimate," "would,"
"positioned," "future," "forecast," "intend," "plan," "project" and other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. Examples of forward-looking statements
include, among others, statements made in this Current Report on Form 8-K
regarding the proposed transactions contemplated by the Merger Agreement,
including the benefits of the Merger, integration plans, expected synergies and
revenue opportunities, anticipated future financial and operating performance
and results, including estimates for growth, achievement of the Earnout other
performance metrics, projections of market opportunity, expected management and
governance of the post-business combination company and expected timing of the
Merger. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, these statements are based on various
assumptions, whether or not identi?ed in this Current Report on Form 8-K and on
the current expectations of DLQ Parent's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve, and must not be relied
on by any investor, as a guarantee, an assurance, a prediction or a de?nitive
statement of fact or probability. Actual events and circumstances are dif?cult
or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of DLQ Parent. Some important factors
that could cause actual results to differ materially from those in any
forward-looking statements could include changes in domestic and foreign
business, market, ?nancial, political and legal conditions.. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict
and many of which are outside of DLQ Parent's control. Actual results and
outcomes may differ materially from those indicated in the forward-looking
statements. Therefore, investors and security holders of DLQ Parent should not
rely on any of these forward-looking statements.
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Important factors that could cause actual results and outcomes to differ
materially from those indicated in the forward-looking statements include, among
others, the following: (1) the occurrence of any event, change or other
circumstances that could give rise to an amendment or termination of the Merger
Agreement and the proposed transaction contemplated thereby; (2) the inability
to complete the transactions contemplated by the Merger Agreement due to the
failure to obtain approval of the stockholders of either Abri, DLQ Parent, or
both, or other conditions to closing in the Merger Agreement; (3) the inability
to project with any certainty the amount of cash proceeds remaining in the Abri
trust account at Closing; (4) the uncertainty relative to the cash made
available at Closing should any material redemption requests be made by the Abri
stockholders; (5) the inability of the post-business combination company to
obtain or maintain the listing of its securities on Nasdaq following the Merger;
(6) the amount of costs related to the Merger; (7) the ability to yield
sufficient cash proceeds from the transaction to support short-term operations
and research and development efforts since the Merger Agreement requires no
minimum level of funding in the trust fund to close the transaction; (8) the
outcome of any legal proceedings that may be instituted against the parties to
the Merger Agreement following the announcement of the proposed Merger; (9)
changes in applicable laws or regulations; (10) the ability of the Surviving
Company to meet its post-Closing financial and strategic goals due to
competition, among other things; (11) the ability of the Surviving Company to
grow and manage growth profitability and retain its key employees; (12) the
possibility that the Surviving Company may be adversely affected by other
economic, business and/or competitive factors; (13) risks relating to the
successful retention of customers; (14) the potential impact that the COVID-19
pandemic may have on customers, suppliers, vendors, regulatory agencies,
employees and the global economy as a whole; and (15) other risks and
uncertainties described herein. DLQ Parent cautions that the foregoing list of
factors is not exclusive. If any of these risks materialize or Abri's or DLQ
Parent's assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be
additional risks that DLQ Parent presently know, or that DLQ Parent and Abri
currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Abri and DLQ Parent's current expectations,
plans and forecasts of future events and views as of the date hereof. Nothing in
this Current Report on Form 8-K and the attachments hereto should be regarded as
a representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. Investors and security holders of
Abri should not place undue reliance on forward-looking statements in this
Current Report on Form 8-K and the attachments hereto, which speak only as of
the date they are made and are qualified in their entirety by reference to the
cautionary statements herein. DLQ Parent anticipates that subsequent events and
developments will cause their assessments to change. However, while DLQ Parent
specifically disclaims any obligation to update these forward-looking
statements, except as required by law. These forward-looking statements should
not be relied upon as representing DLQ Parent's assessments as of any date
subsequent to the date of this Current Report on Form 8-K. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
proposed Merger. This Current Report on Form 8-K shall also not constitute an
offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale of any
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such other jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
2.1* Merger Agreement by and among Loqiq, Inc., DLQ, Inc., ABRI SPACI, Inc.
and ABRI Merger Sub, Inc., dated as of September 9, 2022.
99.1 Press Release dated September 9, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
* Certain exhibits and schedules to this Exhibit have been omitted in
accordance with Item 601(a)(5) of Regulation S-K.
DLQ Parent agrees to furnish, supplementally, a copy of any omitted exhibit
and schedule to the SEC upon its request.
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