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                              August 24, 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. 5 to
Registration Statement on Form S-4
                                                            Filed August 14,
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.

       Amendment No. 5 to Registration Statement on Form S-4 filed August 14,
2023

       Background of the Business Combination, page 95

   1.                                                   We note your disclosure
that in July 2023, Abri and the Sponsor discontinued discussions
                                                        of a PIPE investment.
Please further revise to clarify why the parties discontinued these
                                                        discussions.
       Material U.S. Federal Income Tax Consequences
       Material U.S. Federal Income Tax Consequences of the Business
Combination to Holders of
       DLQ Parent Common Stock, page 138

   2.                                                   We note that you have
filed a short form tax opinion as Exhibit 8.1. Please revise your
                                                        filing to clearly state
that the disclosure in this section is the opinion of counsel and
                                                        clearly identify and
articulate the opinion being rendered. Refer to Section III.B.2 of Staff
 Jeffrey Tirman
Abri SPAC I, Inc.
August 24, 2023
Page 2
      Legal Bulletin No. 19.
General

3.    Please update the interim financial statements for Abri SPAC I and DLQ
Inc. to include
      financial statements for the quarterly and year to date period ended June
30, 2023. Refer
      to Rule 8-08 of Regulation S-X.
4.    We reissue comment 10 from our letter dated June 23, 2023 in part. We
note your
      disclosure regarding the ELOC for additional funds of up to $30,000,000.
Please revise
      the disclosure throughout to clarify whether you would issue shares at a
discount,
      including a risk factor indicating that shares issued at a discount could
result in negative
      pressure on your stock price following the Business Combination, and
whether and to
      what extent the ELOC may be a source of dilution for shareholders who
elect not to
      redeem their shares in connection with the business combination. Please
provide
      disclosure of the impact of this source of dilution at each of the
redemption levels detailed
      in your sensitivity analyses, including any needed assumptions.
       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,
FirstName LastNameJeffrey Tirman
                                                            Division of
Corporation Finance
Comapany NameAbri SPAC I, Inc.
                                                            Office of Trade &
Services
August 24, 2023 Page 2
cc:       Alex Weniger-Araujo, Esq.
FirstName LastName