United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 27, 2022
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) | (Zip Code) |
Registrant’s telephone number, including area code:
(424) 732-1021
Not Applicable
(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 | Nasdaq Capital Market | ||
| Common Stock, par value $0.0001 per share | ASPA | Nasdaq Capital Market | ||
| Warrants, each exercisable for one share of Common Stock for $11.50 per share | ASPAW | Nasdaq Capital Market |
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 7.01 Regulation FD Disclosure
On January 27, 2022, Abri SPAC I, Inc. (“ABRI”) and Apifiny Group Inc. (“Apifiny”) issued a joint press release announcing the execution of that certain merger agreement dated January 27, 2022 by and among ABRI, Apifiny, Abri Merger Sub, Inc., Abri Ventures I, LLC, our sponsor and as an indemnified party representative, and Erez Simha as securityholder representative and as an indemnified party representative (the “Merger Agreement”).
The press release mentioned in this Item 7.01 (Exhibits 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information and Where To Find It
In connection with the Merger Agreement and transactions contemplated thereby, ABRI intends to file relevant materials with the SEC, including a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus. Promptly after filing its definitive proxy statement with the SEC, ABRI will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF ABRI ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT ABRI WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABRI, APIFINY AND THE TRANSACTION. The Registration Statement, definitive proxy statement/prospectus, and other relevant materials in connection with the transaction (when they become available), and any other documents filed by ABRI with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
ABRI and its directors and executive officers may be deemed participants in the solicitation of proxies from ABRI’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in ABRI will be included in the proxy statement/prospectus for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed business combination when available. Information about ABRI’s directors and executive officers and their ownership of ABRI common stock is set forth in ABRI’s prospectus, dated August 9, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.
APIFINY and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of ABRI in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
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Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference herein (this “Current Report”) 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 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, the expected management and governance of the combined company, and the expected timing of the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ABRI’s and APIFINY’S managements’ current beliefs, expectations and assumptions. 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 our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. 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 ABRI or Apifiny 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 the closing of the transaction; (4) the uncertainty relative to the cash made available to Apifiny at the closing should any material redemption requests be made by the ABRI stockholders (since the sources of cash projected in this press release assume that no redemptions will be requested by ABRI stockholders); (5) the inability of the company post-closing to obtain or maintain the listing of its securities on Nasdaq following the business combination; (6) the amount of costs related to the business combination; (7) Apifiny’s ability to yield sufficient cash proceeds from the transaction to support its 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 following the announcement of the business combination; changes in applicable laws or regulations; (9) the ability of Apifiny to meet its post-closing financial and strategic goals, due to, among other things, competition; (10) the ability of the company post-closing to grow and manage growth profitability and retain its key employees; (11) the possibility that the company post-closing may be adversely affected by other economic, business, and/or competitive factors;(12) risks relating to the successful retention of Apifiny’s customers; (13) the potential impact that COVID-19 may have on Apifiny’s customers, suppliers, vendors, regulatory agencies, employees and the global economy as a whole; (14) the expected duration over which Apifiny’s balances will fund its operations; (15) and other risks and uncertainties described herein, as well as those risks and uncertainties indicated from time to time in the final prospectus of ABRI for its initial public offering dated August 9, 2021 filed with the SEC and the proxy statement on Schedule 14A relating to the proposed business combination, including those under “Risk Factors” therein, and in ABRI’s other filings with the SEC. ABRI cautions that the foregoing list of factors is not exclusive. ABRI and APIFINY caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ABRI and APIFINY do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its their expectations or any change in events, conditions, or circumstances on which any such statement is based.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such 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.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 27, 2022. |
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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: January 27, 2022 | ABRI SPAC I, INC. | |
| By: | /s/ Jeffrey Tirman | |
| Name: | Jeffrey Tirman | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Apifiny Group Inc., a Cross-Exchange Global Digital Asset Trading Platform,
Announces Plans to List on NASDAQ via Merger with Abri SPAC I, Inc.
| ● | Apifiny Group Inc. a blockchain technology company focused on developing a global trading network for the digital assets sector, announced its intention to go public through a merger with Abri SPAC I, Inc. (Nasdaq: ASPA, ASPAW, ASPAU), a special purpose acquisition company. |
| ● | Apifiny aims to unify the fragmented global digital asset trading markets and to empower institutional investors with a seamless global marketplace and trading platform. |
| ● | The business combination of Apifiny and Abri has a pro forma enterprise value at signing of approximately $530 million at $10 per share, which includes $57 million from Abri’s cash-in-trust account. |
| ● | Apifiny stockholders will roll 100% of their equity into the combined company. |
| ● | There is no minimum cash requirement. |
| ● | Access to capital markets will enable Apifiny to accelerate growth and enhance its unique technology base offering. |
| ● | Transaction is expected to close in Q3 2022 |
New York, NY–January 27, 2022 – Apifiny Group Inc. (“Apifiny”), a global cross-exchange digital asset trading network based in New York, today announced that it has entered into a definitive business combination agreement with Abri SPAC I, Inc. (NASDAQ: ASPAU, “Abri”), a special purpose acquisition company, that will result in Apifiny becoming a publicly traded company on the Nasdaq stock market.
The transaction is expected to close in Q3 2022 and is subject to approval by Abri stockholders and other customary closing conditions, including regulatory approvals. The Boards of both Apifiny and Abri have unanimously approved the proposed transaction.
Founded in 2018, Apifiny has developed a unique ecosystem that connects highly fragmented digital asset trading markets (from trading to clearing and settlement) into a single global platform. This increases stability, continuity and reduces disruption in the digital asset marketplace. Apifiny securely connects dozens of digital marketplaces around the world through its single application programming interface (“API”), hence providing institutional traders immediate access to the optimal market-clearing prices and global liquidity for trading Bitcoin and other cryptocurrencies.
To date, Apifiny has partnered with over 20 of the top 100 global digital asset exchanges by trading volume, including Huobi Global, OKEx, Kucoin, OKCoin and Blockchain.com’s exchanges, amongst others. The merger will enable Apifiny to accelerate growth, continue developing advanced blockchain and crypto technology solutions, and enhance regulatory transparency as a public company, all of which is expected to enhance capabilities and customer trust.
Apifiny will be supported by a strong board within the public service, financial advisory, and technology sectors, including:
| ● | Tim Murphy, former Deputy Director of the Federal Bureau of Investigation (FBI). |
| ● | Laurence Charney, former partner of Ernst & Young. |
| ● | Samuel Shen, CEO of Vnet Group, former President of JD Cloud and former chairman of the Microsoft Asia-Pacific Technology Group. |
| ● | Mads Jensen (Board Nominee), Associate Professor in Finance at Copenhagen Business School and Founding Partner at Jentzen & Partners, a consultancy group. Former head of wealth management at Danske Bank Group. |
| ● | Denis Duncan (Board Nominee), EVP and CFO at CapStar Financial Holdings, Inc. Former Senior US Banking & Capital Markets Partner at PWC LLC. |
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“Today’s merger is a significant milestone toward creating value for our shareholders and one that will help accelerate our growth, as well as growth of digital asset markets,” said Haohan Xu, Founder and Chief Executive Officer at Apifiny. “We are proud to be joining forces with Abri, a team that brings years of capital markets expertise and experience operating and running both public and private companies. Together, we intend to create one unified global market for digital assets,” he added.
Jeffrey Tirman, Chairman and Chief Executive Officer of Abri, added, "We are very pleased to support Apifiny’s transition to the public markets where our combined impact can accelerate value for our shareholders. Our team shares Apifiny’s vision that together we can meaningfully take steps to shape digital asset trading and the future of digital asset markets.”
Transaction Terms
The pro forma enterprise value of the combined company is approximately $530 million, including the contribution of up to $57 million of cash held in Abri’s trust account, subject to redemptions. The transaction is subject to approval by the shareholders of Apifiny and Abri, respectively, and the satisfaction of the closing conditions set forth in the Merger Agreement. The Board of Directors of Apifiny and Abri, respectively, have unanimously approved the transaction.
The proposed business combination contemplates that Apifiny stockholders will roll 100% of their equity into the combined company. Abri and Apifiny have each agreed that the combined company will satisfy all Nasdaq listing requirements at the close of the business combination and no specific minimum cash requirement exists.
All cash remaining on Abri’s balance sheet at the closing of the transaction, after paying off transaction expenses, is expected to remain on Apifiny Group Inc.’s balance sheet for working capital, growth and other general corporate purposes. The transaction is expected to close in the third quarter of 2022.
Additional information about the proposed merger, including a copy of the merger agreement and other material documentation will be filed by Abri with the United States Securities and Exchange Commission (the "SEC") and available at www.sec.gov. In the coming days, Abri will file an S-4 registration statement with the SEC, which will contain a proxy statement/prospectus, with the SEC in connection with the business combination.
Advisors
Chardan is acting as M&A and Capital Markets advisor.
Mayer Brown is acting as legal counsel to Apifiny. Loeb & Loeb is acting as legal counsel to Abri.
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About Apifiny
Apifiny is a global cross-exchange digital asset trading network for institutions. The company’s vision is to create one, global trading marketplace for digital assets. Apifiny aims to deliver institutional-grade performance to digital asset traders through seamless connection with global digital asset exchanges and infrastructure providers. With one account and one API, Apifiny Connect gives institutional traders the flexibility to trade directly on global centralized exchanges at a discounted cost. Apifiny HEX (Hybrid Exchange) is designed to provide the digital asset community with a better centralized and decentralized trading experience, including zero taker fees, global price discovery and predictable liquidity from automated market making (“AMM”) and global centralized exchanges. Apifiny also empowers institutional traders with market data and the ability to achieve tighter spreads, higher fill rates and improved capital utilization. Headquartered in New York City, Apifiny is a regulated trading platform with institutional-grade security and compliance. For more information, visit https://www.apifiny.com/.
About Abri SPAC I, Inc.
Abri is a blank check company formed for the purpose of effecting a business combination with one or more businesses. Although there was no restriction or limitation on what industry or geographic region its targets operated in, Abri pursued prospective targets that provide technological innovation in a range of traditionally managed industries with particular emphasis on the financial services industry. For more information, visit https://abri-spac.com/
Important Information About the Merger and Where to Find It
In connection with the proposed Merger, Abri intends to file preliminary and definitive proxy statements with the SEC. The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of Abri as of the record date established for voting on the proposed Merger and will contain important information about the proposed Merger and related matters. Stockholders of Abri and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Abri’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed Merger because the proxy statement will contain important information about Abri, Apifiny and the proposed Merger. When available, the definitive proxy statement will be mailed to Abri’s stockholders as of a record date to be established for voting on the proposed Merger. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Abri SPAC I, Inc., 9663 Santa Monica Blvd., No 1091, Beverly Hills, CA 90210, telephone: (424) 732-1021.
Participants in the Solicitation
Abri, Apifiny and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Abri’s stockholders in connection with the Merger. Abri’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Abri in Abri’s final prospectus filed with the SEC on August 11, 2021 in connection with Abri’s initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Abri’s stockholders in connection with the proposed Merger will be set forth in the proxy statement for the proposed Merger when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Merger will be included in the proxy statement that Abri intends to file with the SEC.
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Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Abri or Apifiny, nor shall there be any sale of any such 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 state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding Abri’s proposed Merger with Apifiny, Abri’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective managements of Abri and Apifiny and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Abri or Apifiny. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Merger, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Merger or that the approval of the stockholders of Abri or Apifiny is not obtained; failure to realize the anticipated benefits of Merger; risk relating to the uncertainty of the projected financial information with respect to Apifiny; the amount of redemption requests made by Abri’s stockholders; the overall level of consumer demand for Apifiny’s products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of Apifiny’s customers; Apifiny’s ability to implement its business strategy; changes in governmental regulation, Apifiny’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to Apifiny’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; stability of Apifiny’s suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related concerns such as the COVID-19 pandemic; the impact that global climate change trends may have on Apifiny and its suppliers and customers; Apifiny’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Abri’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. More information on potential factors that could affect Abri’s or Apifiny’s financial results is included from time to time in Abri’s public reports filed with the SEC, as well as the preliminary and the definitive proxy statements that Abri intends to file with the SEC in connection with Abri’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed Merger. If any of these risks materialize or Abri’s or Apifiny’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Abri nor Apifiny presently know, or that Abri and Apifiny 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’s and Apifiny’s expectations, plans or forecasts of future events and views as of the date of this press release. Nothing in this press release 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. Abri and Apifiny anticipate that subsequent events and developments will cause their assessments to change. However, while Abri and Apifiny may elect to update these forward-looking statements at some point in the future, Abri and Apifiny specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Abri’s or Apifiny’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Media Contacts
Fusion PR
Diana Bost | diana.bost@fusionpr.com | +1.732.616.9643
Apifiny
Eric Doyle | eric@apifiny.com | +1.310.804.8228
Abri
Jeffrey Tirman | info@abriadv.com | +1.424.732.1021
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