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                              August 3, 2023

       Jeffrey Tirman
       Chief Executive Officer
       Abri SPAC I, Inc.
       9663 Santa Monica Blvd., No. 1091
       Beverly Hills, CA 90210

                                                        Re: Abri SPAC I, Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-4
                                                            Filed July 25, 2023
                                                            File No. 333-268133

       Dear Jeffrey Tirman:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
5, 2023 letter.

       Amendment No. 4 to Registration Statement on Form S-4

       Background of the Business Combination, page 92

   1.                                                   We note your disclosure
that on July 20, 2023 Abri, Abri Sub, DLQ Parent, and DLQ
                                                        entered into an
amendment to the Merger Agreement to, among other things, remove
                                                        provisions related to
the transfer of certain intellectual property assets of Fixel AI, Inc.
                                                        and Rebel AI, Inc.,
which were deemed to have "negligible independent value." Revise to
                                                        discuss whether the
agreed valuation of the company contemplated a different value of
                                                        the intellectual
property assets of Fixel AI, Inc. and Rebel AI, Inc., and if so, whether
                                                        Abri's Board still
recommends the business combination at the agreed upon valuation.
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
            I, Inc.
Comapany
August      NameAbri SPAC I, Inc.
        3, 2023
August
Page  2 3, 2023 Page 2
FirstName LastName
2.       We note your disclosure that "in May, 2023 DLQ management began
discussions with
         certain investors interested in investment opportunities in their
industry. The discussions
         were focused on the amount needed to cover closing costs of the
Business Combination.
         The amount would not overlap with the Combined Company   s financing
arrangements if
         the Company enters onto an ELOC arrangement, which will only be
secured at the time of
         the Business Combination if market conditions at that time are
favorable." Please revise
         to clarify whether these discussions relate to the PIPE Investment,
and if not, revise to
         clarify the likelihood that such financing is secured and the
anticipated timing, a summary
         of the material terms of the financing, including the size and amount
of the financing, and
         describe the investors with whom you entered such discussions.
3.       We note your disclosure that "During the months of June and July, DLQ
was in
         discussions with investors whereby such investors would purchase
shares of DLQ before
         the Closing of the Business Combination and therefore their shares
would be registered as
         part of the Merger Consideration at the Closing. The shares of DLQ
would convert into
         [*] shares of Abri Common Stock assuming a share price of [$10.00] per
share." Please
         revise to clarify the likelihood that such purchase is made, a summary
of the material
         terms, including the price at which the shares of DLQ would be sold
and the number of
         shares of Abri Common Stock into which it is converible, and describe
the investors with
         whom you entered such discussions.
Material U.S. Federal Income Tax Consequences, page 132

4.       We note your response to comment 4 that you included a tax opinion as
Exhibit 8.1, but
         you do not appear to have filed the opinion, nor is it listed in the
exhibit index. Please
         revise to provide a tax opinion related to the material tax
consequences of the Business
         Combination to both Abri and DLQ Parent Stockholders. Refer to Section
III.A.2 of Staff
         Legal Bulletin No. 19.
DLQ Inc. Carve-Out Consolidated Financial Statements for the Three Months Ended
March 31,
2023
DLQ Inc. Notes to the Carve-Out Consolidated Financial Statements
Note 13 - Subsequent Events, page F-81

5.       Please revise your disclosure for the subsequent events in June 2023
regarding changes to
         the terms of the merger transaction to release DLQ from the obligation
to complete the
         acquisition of the assets from the Sister Companies and to change the
name of the
         Combined Company to Collective Audience, Inc. after the merger
transaction is
         consummated as disclosed on page 97. Refer to ASC 855-10-50.
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
            I, Inc.
Comapany
August      NameAbri SPAC I, Inc.
        3, 2023
August
Page  3 3, 2023 Page 3
FirstName LastName
       You may contact Robert Shapiro at 202-551-3273 or Linda Cvrkel at
202-551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:      Alex Weniger-Araujo, Esq.