Form 425 - Prospectuses and communications, business combinations

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 File Number)		(I.R.S. Employer Identification No.)

9663 Santa Monica Blvd., No. 1091
Beverly Hills, CA 90210

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:

(424) 732-1021

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant	ASPAU	The Nasdaq Stock Market LLC

Common Stock, par value $0.0001 per share	ASPA	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock for $11.50 per share	ASPAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As approved by its stockholders at the special meeting of stockholders held on August 7, 2023 (the “Special Meeting”), on August 9, 2023, Abri SPAC I, Inc. (the “Company” or “Abri”) entered into an amendment to the investment management trust agreement dated as of August 9, 2021, with Continental Stock Transfer & Trust Company, as amended on December 9, 2022 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination from August 12, 2023 to February 12, 2024 with no additional payment to the Company’s trust account (the “Extension”).

The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, filed hereto as Exhibit 10.1, and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the Meeting on August 7, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 9, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination to February 12, 2024.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 7, 2023, the Company held the Special Meeting. On July 12,2023, the record date for the Special Meeting, there were 2,980,450 shares of common stock entitled to be voted at the Special Meeting, 91% of which were represented in person or by proxy.

The final results for each of the matters submitted to a vote of Abri’s stockholders at the Special Meeting are as follows:

Charter Amendment

Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving to give the Company the right to further extend the date by which it has to consummate a business combination until February 12, 2024, and to remove the net tangible asset requirement for the Company to have $5,000,001 in net tangible assets to complete a business combination. This proposal is referred to as the “Charter Amendment Proposal.” Adoption of the amendment required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock. The voting results were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	2,498,171				215,331				15				0

Trust Amendment

Stockholders approved the proposal to amend the Company’s investment management trust agreement, dated as of August 9, 2021 by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business to February 12, 2024 without depositing any additional payments into the trust account for the Extension. Adoption of the amendment required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock. The voting results were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	2,498,180				215,331				6				0

Item 8.01. Other Events.

In connection with the stockholders’ vote at the Special Meeting of Stockholders held by Abri SPAC I, Inc. on August 7, 2023, 570,224 shares were tendered for redemption. As a result, approximately $6,055,325 (approximately $10.62 per share), after deducting allowable taxes, will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 682,148 public shares of common stock outstanding and approximately $7,243,869 shall remain in the trust account.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description

1.1		Amendment to the investment management trust agreement, between Abri SPAC I, Inc. and Continental Stock Transfer & Trust Company dated August 9, 2023
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Abri SPAC I, Inc., dated August 9, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 10, 2023	ABRI SPAC I, INC.

	By:	/s/ Jeffrey Tirman
	Name:	Jeffrey Tirman
	Title:	Chief Executive Officer

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 assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement on August 9, 2021 (the “Trust Agreement”);

WHEREAS, the Company and the Trustee entered into an Amendment to the Trust Agreement on December 9, 2022 (the “Trust Amendment”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at a Special Meeting of the Company held on August 7, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate of incorporation (the “A&R COI”) giving the Company the right to extend the date by which it has to consummate a business combination until February 12, 2024; a (ii) a proposal to amend the Trust Agreement extending the Trust Account until February 12, 2024 with no additional payment to the trust account; and

NOW THEREFORE, IT IS AGREED:

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by February 12, 2024 (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

	By:
	Name:	Francis Wolf
	Title:	Vice President

	ABRI SPAC I, INC.

	By:
	Name:	Jeffrey Tirman
	Title:	Chief Executive Officer

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:

The name of the Corporation is “Abri SPAC I, Inc.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 18, 2021. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on August 9, 2021, and an amendment to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on December 9, 2022 (together referred to as the “Amended and Restated Certificate”).

This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

The text of Paragraph E of Article FIFTH is hereby amended and restated to read in full as follows:

“E. In the event that the Corporation does not consummate a Business Combination by August 12, 2023, the Corporation, in its sole discretion determines to extend the amount of time to complete a Business Combination until February 12, 2024 in accordance with the terms of the Investment Management Trust Agreement, as amended, between the Corporation and Continental Stock Transfer & Trust Company (in either case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open such date being referred to as the “Termination Date”); then the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any interest for income or franchise taxes payable, divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law (“Dissolve”). In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation for its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then outstanding. In the event that the Corporation does not timely make all additional deposits into its Trust Account as required by the Corporation’s Investment Management Trust Agreement entered into at the time of the IPO, as amended, the Corporation shall Dissolve.”

IN WITNESS WHEREOF, Abri SPAC I, Inc. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.