United States securities and exchange commission logo





                             November 30, 2022

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

                                                        Re: Abri SPAC I, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed November 3,
2022
                                                            File No. 333-268133

       Dear Jeffrey Tirman:

              We have reviewed your 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.

       Registration Statement on Form S-4 Filed November 3, 2022

       Cover Page

   1.                                                   We note your disclosure
on page 17 that if Abri public stockholders redeem more than
                                                        31.25% of their
publicly owned shares of Abri Common Stock, DLQ Parent will
                                                        beneficially own a
majority of Abri Common Stock. Please revise your prospectus cover
                                                        to include comparable
disclosure that identifies the party that will exercise control over
                                                        the post-combination
company. In addition, identify any DLQ Parent Stockholders that
                                                        will exercise control
over the post-combination company as a result of their indirect
                                                        holdings through DLQ
Parent and their direct holdings as a result of the Distribution.
   2.                                                   Disclose the national
securities exchange where the securities of the post-combination
                                                        company will be listed.
Refer to Item 501(b)(4) of Regulation S-K.
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey   Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  2    30, 2022 Page 2
FirstName LastName
Questions and Answers About the Proposals
Q: What equity stake will current stockholders of Abri, DLQ and DLQ Parent
Stockholders
hold..., page 8

3.       Please revise to include a cross reference to the full analysis of the
different ownership
         scenarios on pages 30-31 in the section    Ownership of the Combined
Company After the
         Closing.    Make conforming changes on page 84 as well.
Q: What interests does the Sponsor and its affiliates have in the Business
Combination?, page 10

4.       Please revise to address and quantify the potential payments to the
Sponsor under
         the Warrant Revenue Sharing Side Letter, the Sponsor Earnout Shares,
the potential
         financing source agreement, and payments made to date by the Sponsor
to extend Abri's
         deadline to complete a business combination. In this regard, it
appears Abri previously
         extended the deadline to complete a business combination from August
12, 2022 to
         February 12, 2023, and Abri is seeking to further extend the deadline
to August 12, 2023.
         Quantify the aggregate dollar amount of what the Sponsor and its
affiliates have at risk
         that depends on completion of a business combination. Ensure your
disclosure on pages
         33 and 84 is consistent with the disclosure here.
Q: What are the reasons for the Board's recommendation regarding the Business
Combination
with DLQ?, page 12

5.       We note your disclosure here that the Board is obtaining a fairness
opinion for this
         transaction, yet your disclosure on pages 77-83 indicates the Board
did not obtain a
         fairness opinion and does not reference a forthcoming opinion. Please
tell us whether the
         Board is currently in the process of obtaining a fairness opinion, and
if so, confirm that
         you will include the relevant disclosure in your filing upon delivery
of the opinion.
Merger Agreement, page 22

6.       Please revise your diagram of the Post Merger - Combined Company on
page 22 to
         include the Sister Companies and other subsidiaries of DLQ Parent.
Please also revise to
         reflect the fact the the DLQ Parent Stockholders will hold shares of
the post-combination
         company both directly and indirectly through DLQ Parent. Include a
similar diagram in
         the "Information About DLQ" section beginning on page 112 to give
investors context for
         the relationship between DataLogiq, Logiq, and the Sister Companies
post-merger.
Maximum Redemption Calculation, page 23

7.       Please include comparable disclosure for the interim redemption
scenario.
Parent Stockholder Support Agreement, page 27

8.       We note your disclosure that Abri and a certain stockholder of Abri
entered into the Parent
         Stockholder Support Agreement, pursuant to which they agreed to vote
all shares of Abri
 Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 3
         Common Stock beneficially owned by them, including any additional
shares of Abri they
         acquire ownership of, in favor of the Parent Proposals. With respect
to the additional
         shares of Abri they may acquire, confirm your intent to comply, and
revise your
         disclosure accordingly, with the conditions set forth in the
Compliance and Disclosure
         Interpretation located at Question 166.01 of the Tender Offers and
Schedules
         interpretations, located on the SEC's website.
Selected Historical Financial Data of Abri, page 37

9.       The amount of working capital as of December 31, 2021 of $(210,999) as
disclosed on
         page 37 does not agree to the amount indicated by Abri's consolidated
balance sheet on
         page F-3. Please reconcile and revise these disclosures.
Risk Factors, page 40

10.      We note your cross reference to a risk factor addressing the risks of
being a "controlled
         company" on page 17, yet it does not appear such risk factor has been
included. Please
         revise to provide such risk factor disclosure.
11.      Please include a risk factor discussing the anti-takeover provisions
that are included in the
         proposed charter and bylaws, such as the limitations on who may call a
special meeting of
         stockholders, the advance notice requirements for bringing stockholder
actions, and the
         inability of stockholders to act by written consent. We also note that
your disclosure
         suggests, and the proposed charter provides, that stockholders may not
act by written
         consent, but Section 2.9 of the proposed bylaws appears to permit
stockholders to act by
         written consent. Please revise for consistency.
12.      Please include a risk factor addressing the provision in the proposed
charter waiving the
         corporate opportunities doctrine.
13.      Please include a risk factor addressing the ramifications of failing
to obtain an additional
         $25 million under the potential financing source agreement referenced
on page 25 and in
         Section 7.10 of the Merger Agreement, including the risk that this
will leave the post-
         merger entity under-capitalized. In this regard, we note that it
appears there is no
         minimum cash condition, and we note your disclosure on page F-70 that
"the future
         viability of the company beyond June 30, 2022 is largely dependent on
funding from
         Logiq, Inc. or additional sources of financing."
DLQ may be subject to fines or other penalties imposed by the Internal Revenue
Service..., page
40
FirstName LastNameJeffrey Tirman
14.    To the extent practicable, quantify the anticipated amounts owed,
including penalties, to
Comapany    NameAbri
       the IRS.  In thisSPAC
                         regard,I, we
                                   Inc.note the DLQ financial projections on
page 82 appear to
       suggest
November        you expect
            30, 2022  Page 3a $2.6M income tax expense in 2023.
FirstName LastName
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey   Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  4    30, 2022 Page 4
FirstName LastName
Merger Agreement
Conditions to Closing, page 73

15.      We note your disclosure that, prior to closing, DLQ Parent shall have
transferred all of the
         Intellectual Property assets of Rebel AI, Inc. and all of the
Intellectual Property assets of
         Fixel AI, Inc. to DLQ, and that 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 or have expired on their
own terms. When
         available, please describe the material terms of these agreements in
the filing and file them
         as exhibits to the registration statement.
Warrant Revenue Sharing Side Letter, page 76

16.      Your disclosure indicates that Abri, DLQ and Sponser will enter into a
letter agreement
         pursuant to which Abri and DLQ will divide the proceeds arising from
the exercise of the
         warrants issued as part of the Abri Units sold in its initial public
offering whereby twenty
         percent (20%) of the Warrant Exercise Price received in cash by Abri
shall be delivered to
         the Sponsor in cash or immediately available funds not later than
three (3) days following
         Abri   s receipt of the cash exercise price of any Warrant. Please
tell us how you plan to
         account for this arrangement when the warrants are exercised. Also,
please indicate
         whether any effect has been given to this arrangement in the pro forma
financial
         information included on pages 134 through 143 of your registration
statement.
Background of the Business Combination
Prior Merger Discussions with Apifiny Inc., page 78

17.      Please disclose why the parties terminated the Merger Agreement
between Abri and
         Apifiny.
Background of the Proposed Business Combination with DLQ, page 78

18.      We note your disclosure that in October 2021, members of Abri
management had an
         introductory meeting in New York with Brent Suen, the Chief Executive
Officer of DLQ.
         Please disclose which party made the initial contact.
19.      Please provide a detailed description of the negotiations regarding
the letter of intent that
         was executed on July 30, 2022, including the material terms of the
initial draft, the
         material terms included in the final executed version, and how the
material terms evolved
         over the course of the negotiations. Please include enough information
so that investors
         can fully understand how the final terms were negotiated and
ultimately determined.
20.      Please revise to discuss in greater detail how the valuation of DLQ
was determined and
         the specific negotiations that resulted in the $144 million amount.
For example, it is not
         clear which party proposed the initial valuation, what the initial
proposal was, and if and
         how the amount evolved throughout the negotiations. If no other
valuation amount was
         considered by the Board, specifically state as much. In addition,
disclose whether and
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey   Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  5    30, 2022 Page 5
FirstName LastName
         how the Board considered the valuation of DLQ Parent as quoted on
OTCQX in their
         analysis and evaluation.
21.      We note your disclosure on page 25 and Section 7.10 of the Merger
Agreement that DLQ,
         Abri, and the Sponsor shall each use commercially reasonable efforts
to enter into a
         mutually acceptable agreement that provides that Sponsor shall be the
exclusive financing
         source of DLQ and Abri after the Business Combination in an amount
which shall not
         exceed $25 million. Please clarify whether the agreed valuation of
$114 million reflects
         this expected $25 million additional financing. Disclose any
discussions about the need to
         obtain additional financing for the combined company, such as this
provision in the
         Merger Agreement, and any negotiations or marketing processes
undertaken to date.
22.      We note your disclosure on pages 78-79 that reflect various exchanges
of initial comments
         and revised drafts and discussions among the parties of both the
Merger Agreement and
         the ancillary agreements. Please amend your disclosure to describe the
material content of
         these discussions, including the positions of the parties and the
terms that were negotiated
         by the parties throughout this period, including, but not limited to,
the type of
         consideration to be paid, the earnout shares, the warrant revenue
sharing arrangement, the
         financial projections and any discussions relating to the assumptions
underlying such
         projections, the control and governance of the post-combination
company, director
         designation rights and organizational documents, and the lock up
agreements. If
         applicable, describe how any material terms differed from the letter
of intent.
23.      Please disclose when Abri's Board approved the Merger Agreement and
who participated
         in the meeting.
24.      Abri's charter waived the corporate opportunities doctrine. Please
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
25.      We note that Chardan performed additional services after the IPO and
part of the IPO
         underwriting fee was deferred and conditioned on completion of a
business combination.
         Please quantify the aggregate fees payable to Chardan that are
contingent on completion
         of the business combination.
The Board's Discussion of Valuation and Reasons for the Approval of the
Business
Combination, page 79

26.      We note your disclosure that "We believe that DLQ, which is in need of
growth capital,
         will be able to grow faster and smarter with proper access to capital
which being public
         affords." Please explain why this was a factor that supported the
Board's decision to
         recommend the transaction when DLQ currently has access to capital in
the public
         markets via DLQ Parent.
Certain DLQ Projected Financial Information, page 80

27.      We note your disclosure on page 81 that "the inclusion of the
unaudited projected
         financial information in this joint proxy statement/prospectus should
not be...deemed an
 Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 6
         admission or representation by DLQ, Abri or any of their respective
affiliates that it is or
         they view it as material information of DLQ, and in fact, none of the
foregoing view the
         unaudited projected financial information as material because of the
inherent risks and
         uncertainties associated with such long-term projections." Please
remove this disclaimer
         from your filing. We also note your disclosure on page 82 that
"stockholders are
         cautioned not to place undue, if any, reliance on these projections."
Please remove the "if
         any" language.
28.      Please provide more detail and quantify, where applicable, the
underlying assumptions
         discussed on page 82. For example, elaborate on the geographic markets
in which DLQ
         plans to expand, and quantify the growth of DLQ   s current businesses
and sales and
         marketing efforts you reference.
DLQ Valuation, page 83

29.      Please further revise this disclosure to explain how the companies
selected are reasonably
         comparable and provide more detail regarding the criteria you
considered in their
         selection. Please disclose the type of business of each of the
guideline companies.
30.      We note you cite "Benchmark" as a source for the table of comparable
company data.
         Please explain the role of Benchmark in this transaction, tell us
whether Benchmark was
         engaged as an advisor to either DLQ or Abri, and whether Benchmark
provided to the
         Board any reports contemplated by Item 4(b) of Form S-4.
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 103

31.      We note your disclosure that DLQ and Abri intend that, for U.S.
federal income tax
         purposes, the Business Combination will qualify as a    reorganization
   within the meaning
         of Section 368(a) of the Code. 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.
Please also revise
         the section throughout to remove any inappropriate disclaimers or
limitations on reliance.
         Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Abri
Results of Operations, page 109
FirstName LastNameJeffrey Tirman
32.    Please revise to include a discussion of the results of operations for
the period from March
Comapany    NameAbri
       18, 2021        SPACtoI,December
                (inception)     Inc.      31, 2021 for Abri SPAC I. Refer to
Instruction 1 to
       Item30,
November    303(b)
               2022ofPage
                       Regulation
                           6       S-K.
FirstName LastName
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey   Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  7    30, 2022 Page 7
FirstName LastName
Information About DLQ, page 112

33.      In an appropriate place in this section, please revise to describe
DLQ's relationship with
         the Sister Companies post-business combination, and in particular,
post transfer of
         intellectual property, as described in the Merger Agreement.
34.      Please describe the material terms of DLQ's standard contracts for
each of its service
         offerings. For example, you disclose that you enter into contracts
that provide for your
         lead generation services, you license certain software technology, you
provide
         subscription services, and you provide branding and digital marketing
agency services.
Market Opportunity, page 114

35.      Please revise to describe the geographic areas covered by the market
figures you cite.
Revenue Model, page 116

36.      Please include a breakdown of the revenue generated by each business
unit or type of
         service offering.
Major Customers, page 121

37.      We note your disclosure that DLQ   s top five buyers have provided
over 68% of lead
         generation revenues through the first nine months of 2022. We also
note your disclosure
         on page F-57 that approximately 21% and 31% of gross revenues were
generated from
         three customers during the years ended December 2021 and 2020,
respectively. Please
         identify these major customers in your filing and identify any overlap
between these two
         categories, describe the material terms of any arrangements with these
customers, and to
         the extent you have entered into agreements with these customers, file
such agreements as
         exhibits to your registration statement. Alternatively, tell us why
you are not required to
         do so. Refer to Item 601(b)(10) of Regulation S-K. Lastly, include
related risk factor
         disclosure about your concentration of customers.
Intellectual Property, page 122

38.      Please disclose the duration of your patent.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
DLQ
Consolidated Results of Operations, page 126

39.      Please revise to include a discussion of financial condition, results
of operations and cash
         flows for the years ended December 31, 2021 and 2020 for DLQ, Inc.
Refer to Instruction
         1 to Item 303(b) of Regulation S-K.
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey   Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  8    30, 2022 Page 8
FirstName LastName
Selected Unaudited Pro Forma Condensed Combined Financial Information
Summary Unaudited Pro Forma Condensed Combined Statement of Operations, page
131

40.      Please revise to also disclose your pro forma combined net income
(loss) for the six
         months ended June 30, 2022 and the year ended December 31, 2021 under
both the no
         redemption and maximum redemption scenarios.
Comparative Historical and Unaudited Pro Forma Combined Per Share Financial
Information,
page 132

41.      Based upon your disclosure in footnote (2), we are unclear as to how
DataLogiq, Inc.'s
         equivalent per share pro forma net loss, basic and diluted amounts,
assuming maximum
         redemption for the six months ended June 30, 2022 and December 31,
2021 were
         calculated or determined. Please explain in further detail how these
amounts were
         determined.
Accounting Treatment for Earnout, page 134

42.      Your disclosure on page 134 indicates that the accounting treatment of
the earnout
         arrangements is being evaluated to assess if the arrangements qualify
as equity classified
         instruments or liability classified instruments, including evaluating
if the earnout
         triggering events include events or adjustments that are not
considered indexed to the fair
         value of the New DLQ common stock. Your disclosure also indicates that
if the earnout
         arrangements are required to be accounted for as liabilities, they
will be recognized at fair
         value upon the closing of the business combination and remeasured to
fair value at each
         balance sheet date in future reporting periods with changes in fair
value recorded in the
         New DLQ consolidated statement of operations. You further indicate
that you expect to
         finalize your assessment of the accounting treatment prior to the
closing of the business
         combination and will record any such impact in your financial
statements accordingly.
         Given that your planned accounting treatment for these earnout
provisions is incomplete,
         please revise to provide a description of the information that is
required to complete your
         assessment including, if material, the uncertainties affecting the pro
forma financial
         information and the possible consequences of their resolution; an
indication of when the
         accounting is expected to be finalized; and other available
information that will enable a
         reader to understand the magnitude of any potential adjustments to the
measurements
         depicted. Refer to the guidance in Rule 11-02(a)(11)(ii)(B) of
Regulation S-X.
43.      Your disclosure on page 135 indicates that the merger is expected to
be accounted for as a
         reverse recapitalization in accordance with GAAP because DLQ has been
determined to
         be the accounting acquirer under ASC 805. Please expand your
disclosure to explain what
         factors outlined in ASC 805-10-55-12 were considered in making your
determination that
         DLQ is the accounting acquirer.
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey   Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  9    30, 2022 Page 9
FirstName LastName
Unaudited Pro Forma Combined Condensed Financial Information
Basis of Presentation, page 134

44.      Your disclosure in the first paragraph on page 134 indicates that the
historical financial
         information has been adjusted on a pro forma basis to reflect
factually supportable items
         that are directly attributable to the merger and with respect to the
combined condensed
         statement of operations only, expected to have a continuing impact on
the consolidated
         results of operations. Please note that Article 11 of Regulation S-X
has been revised to
         eliminate the requirement that pro forma adjustments to the statement
of operations have a
         continuing impact on consolidated results of operations and
adjustments for non-recurring
         items are now required in the pro forma consolidated statement of
operations if they
         represent transaction adjustments related to the merger. Accordingly,
please revise your
         pro forma statement of operations for the year ended December 31, 2021
to include an
         adjustment for the merger related costs included in adjustment (B) to
your pro forma
         balance sheet. Furthermore, Rule 11-02(a)11 requires that the
accompanying explanatory
         notes must disclose revenues, expenses, gains and losses and related
tax effects which will
         not recur in the income of the registrant beyond 12 months after the
transaction. Please
         disclose in your footnotes that these expenses will be non-recurring
in nature.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 138

45.      Refer to footnote (H). Please disclose how you determined the amount
for redemption of
         the Abri shares subject to redemption under the full redemption
scenario.
46.      Please revise the pro forma balance sheet to include a pro forma
adjustment giving effect
         to the transaction described in footnote (I). Also, please explain in
footnote (I) how the
         amount of this adjustment was determined including the number of
warrants exercised and
         the related exercise price.
47.      Refer to footnote (G). Please explain in this footnote why the Abri
pre-merger private
         warrant liability and the convertible debt are being converted into
equity in connection
         with the merger transaction.
Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended
December 31, 2021, page 140

48.      The weighted common shares outstanding, basic, for DLQ of 7,461,998 as
disclosed on
         page 140 does not agree to the number disclosed on DLQ's statement of
operations for this
         period on page F-51. Please reconcile and revise these disclosures.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation and Accounting Policies, page 141

49.      Your disclosure in the first paragraph on page 141 indicates that the
merger is expected to
         be accounted for as a reverse recapitalization in accordance with GAAP
because DLQ has
         been determined to be the accounting acquirer under ASC 805 under the
no-redemption
 Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 10
         scenario. Please revise your disclosure to clarify if DLQ has also
been determined to be
         the accounting acquirer under the maximum redemption scenario.
3. Income (loss) per Share, page 142

50.      Your disclosure indicates that the Abri SPAC I public and private
warrants have been
         excluded from the pro forma diluted net loss per share calculations
because they are anti-
         dilutive. Please revise to disclose the number of warrants, options
and other potentially
         dilutive securities that could potentially dilute basic EPS in the
future but that were
         excluded from the computation of diluted EPS because their impact was
anti-dilutive.
         Refer to the guidance in ASC 260-10-50-1(c).
Directors and Executive Officers of the Combined Company
Officer and Director Compensation Following the Business Combination, page 160

51.      We note that Section 8.7 of the Merger Agreement provides that
immediately after the
         Closing, Abri shall adopt a new equity incentive plan that will have
such number of shares
         available for issuance in total equal to ten percent (10%) of Abri
common stock to be
         issued and outstanding immediately after the Closing. Please discuss
this in your filing.
Description of Abri's Securities, page 163

52.      Please revise to include comparable disclosure for the securities of
the post-combination
         company. Refer to Item 4(a)(3) of Form S-4.
Certain Relationships and Related Party Transactions
Consulting Agreements, page 175

53.      Please disclose the approximate dollar value of the amount involved in
the transaction.
         Refer to Item 404(a)(3) of Regulation S-K.
DLQ Related Person Transactions, page 177

54.      Provide the disclosure required by Item 404(a) of Regulation S-K.
DLQ Inc. Carve Out Consolidated Financial Statements for the Years Ended
December 31, 2021
and 2020
Carve-out Consolidated Statements of Stockholder's Equity
For the Years Ended December 31, 2021 and 2020, page F-52

55.    Please revise to include an analysis of the changes in each caption of
stockholders'
       equity presented in the balance sheets including both additional paid-in
capital and
FirstName LastNameJeffrey Tirman
       accumulated deficit. The statement should also be revised to show
changes in the
Comapany   NameAbri
       Company's       SPAC
                   number   of I,outstanding
                                  Inc.       shares for each period presented.
Refer to the guidance
       in Rule
November       3-04 of
           30, 2022    Regulation
                     Page  10         S-X.
FirstName LastName
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey  Tirman
            I, Inc.
Comapany 30,
November   NameAbri
                2022 SPAC I, Inc.
November
Page  11 30, 2022 Page 11
FirstName LastName
Notes to Carve-Out Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation, page F-54

56.      Please explain and disclose the basis of presentation for the
carve-out financial statements
         of DLQ Inc. from the Logic, Inc. audited financial statements for the
years ended
         December 31, 2021 and 2020. In your disclosure, explain the methods
used for the
         allocation of any corporate costs of Logic Inc. in the separate
financial statements of DLQ
         Inc., including corporate overhead and general and administrative
expenses and provide
         an assertion by management that the methods used for any allocated
costs are reasonable.
         In addition, since agreements with related parties are by definition
not at arms-length and
         may be changed at any time, please disclose if practicable, management
  s estimate of
         what the expenses would have been on a stand-alone basis, that is, the
cost that would
         have been incurred if the subsidiary had operated as an unaffiliated
entity. The disclosure
         should be presented for each year for which an income statement is
provided. Refer to the
         guidance in SAB Topic 1.B.1.
Note 3. Acquisition, page F-58

57.      Please revise your disclosure to clarify that the acquisition of Push
Holdings, Inc. was
         consummated by Logic, Inc. We note that Logic, Inc. is disclosed as
the acquirer of this
         entity in its Form 10-K for the year ended December 31, 2020.
Note 5 - Revenue Recognition, page F-59

58.      Please revise to provide the disaggregated disclosures with respect to
your revenues as
         required by ASC 606-10-50-5 and the disclosures required by ASC
606-10-50-8 with
         respect to your contract balances. Alternatively, please explain why
you do not believe
         additional disclosures are required.
Note 8. Income Tax, page F-60

59.      Please provide disclosure indicating that DLQ, Inc. is part of a
consolidated tax group
         with Logic, Inc. or explain why this is not applicable. Refer to ASC
740-10-50-17. Also,
         please clarify whether the tax provision reflected in the carve-out
financial statements of
         DLQ Inc. has been prepared on a separate return basis. Refer to the
guidance in SAB
         Topic 1:B:1, Question 3.
Note 10. Stockholders' Equity, page F-61

60.      Please explain how the outstanding RSUs will be accounted for in
connection with the
         pending merger transaction.
Note 11. Earnings Per Share, page F-62

61.      Your disclosure in Note 12 indicates that weighted average shares
outstanding, basic and
 Jeffrey Tirman
Abri SPAC I, Inc.
November 30, 2022
Page 12
      diluted, represents management's estimate of outstanding shares at the
time of the merger
      between the Company and ABRI SPAC I, Inc. Please explain to us your basis
in
      GAAP for using management's estimate of the weighted-average share
outstanding of its
      parent, Logic, Inc. for the purposes of calculating earnings (loss) per
share. Also, please
      explain why DLQ Inc.'s earnings per share computations are not based on
the outstanding
      common shares of DLQ Inc.
General

62.   We note Section 6.6(c) of the Merger Agreement requires that DLQ Parent
Stockholders
      approve the Business Combination. Please tell us how DLQ Parent intends
to obtain such
      stockholder approval. In this regard, we note this filing is as a joint
proxy
      statement/prospectus for only Abri stockholders.
63.   We note that Chardan was an underwriter for the initial public offering
of Abri and has
      advised on the business combination transaction with DLQ. Please tell us,
with a view to
      disclosure, whether you have received notice from Chardan or any other
financial advisor
      about it ceasing involvement in your transaction and how that may impact
your deal or the
      deferred underwriting compensation owed to Chardan for Abri's initial
public offering.
64.   Please tell us whether any of the post-combination company directors or
officers are
      located in Hong Kong or China. In this regard, we note your disclosure on
page 150 that
      Mr. Suen moved to Hong Kong and China in 2003.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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
November 30, 2022 Page 12
cc:       Alex Weniger-Araujo, Esq.
FirstName LastName