United States securities and exchange commission logo





                            May 25, 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. 2 to
Registration Statement on Form S-4
                                                            Filed May 11, 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
February 28, 2023 letter.

       Amendment No. 2 to Registration Statement of S-4 Filed May 11, 2023

       Cover Page

   1.                                                   We note your revised
disclosure in response to comment 1. We also note the disclosure
                                                        on your cover page
provides that the company intends to rely on the controlled company
                                                        exemptions, the
disclosure on page 182 provides that the company "may" rely on the
                                                        exemptions, and the
dislcosure on pages 20 and 61 are silent as to whether the company
                                                        plans to rely on the
controlled company exemptions. Please revise to clarify whether or
                                                        not the company intends
to rely on the exemptions and update for consistency across the
                                                        disclosure.
   2.                                                   We note your disclosure
in response to comment 2 that "we cannot assure you that the
                                                        shares of Common Stock
and Warrants will be approved for listing on Nasdaq." Please
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
             I, Inc.
Comapany
May         NameAbri SPAC I, Inc.
      25, 2023
May 25,
Page  2 2023 Page 2
FirstName LastName
         disclose here and elsewhere in your filing, as applicable, whether the
Business
         Combination is contingent upon listing. To the extent it is not
contingent, please revise
         your risk factor disclosure accordingly to address the risks of
proceeding with the
         Business Combination without a Nasdaq or other national market
listing.
Q: What interests does the Sponsor and its affiliates have in the Business
Combination?, page 11

3.       We note your revised disclosure in response to comment 3. Revise to
ensure the
         disclosure describing the interests of the sponsor and its affiliates
is consistent across the
         filing. In this regard, we note that the disclosure on pages 11, 36,
72, and 105 continues to
         include different information.
Q: Are there any arrangements to help ensure that Abri will have sufficient
funds..., page 13

4.       We note your disclosure on page 163 that the Company will need
additional financings in
         order to have sufficient ability to satisfy the maximum redemption
request scenario, which
         appears to assume the redemption of all remaining public shares.
Please revise this
         section to address this, particularly in light of the addition of
Proposal No. 2A.
Selected Historical Financial Data of Abri, page 42

5.       The working capital deficit as of December 31, 2021 as disclosed on
page 42 does not
         agree to the amount reflected in Abri's audited balance sheet on page
F-3. Please
         reconcile and revise these disclosures.
Selected Historical Consolidated Financial Data of DLQ, page 43

6.       The working capital of DLQ as of December 31, 2021 as disclosed on
page 43 does not
         agree to the amount reflected in DLQ's audited balance sheet included
on page F-29.
         Please reconcile and revise these disclosures.
Risk Factors
DLQ may be subject to fines or other penalties imposed by the Internal Revenue
Service..., page
45

7.       We note your response to comment 8 that you do not expect any income
tax expense
         liability and that you have removed the related risk factor; however,
the risk factor still
         appears on page 45. Please revise accordingly.
Delaware law and our Amended Charter and Bylaws will contain certain
provisions..., page 61

8.       We reissue comment 9 in part. Revise this risk factor to address the
inability of
         stockholders to act by written consent.
Summary Financial Projections, page 97

9.       We note that you appear to have changed both the projected revenue and
projected
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
             I, Inc.
Comapany
May         NameAbri SPAC I, Inc.
      25, 2023
May 25,
Page  3 2023 Page 3
FirstName LastName
         operating expenses values for 2022 to match the actual revenue and
operating expenses of
         DLQ for 2022. We also note that you have not changed any other related
projected
         figures. Please tell us whether the board obtained updated
projections, and if not, please
         clarify what these changes represent and why they were made.
Information About DLQ
Major Customers, page 146

10.      We note your response to comment 20. Please identify by name the two
major customers
         who accounted for approximately 53% of your revenue for 2022 and
describe the material
         terms of the arrangements with these customers.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
DLQ, Inc.
Carve-Out Consolidated Results of Operations for the fiscal years ended
December 31, 2022 and
2021
Cash flows
Operating Activities, page 153

11.      We note your revised disclosure regarding cash flows from operating
activities for the
         year ended December 31, 2022, and reissue comment 21 in part. Please
discuss and
         analyze the key drivers responsible for changes in your cash flows
used in operating
         activities during the year ended December 31, 2022. Refer to Item
303(b) of Regulation
         S-K.
12.      Reference your disclosure on page 154. Please disclose any known
trends or demands,
         commitments, events or uncertainties that are reasonably likely to
result in DLQ's
         liquidity decreasing materially in any way. Explain why you do not
believe current
         liquidity is materially deficient as you disclose there is substantial
doubt about DLQ's
         ability to continue as a going concern for one year after the issuance
of DLQ's financial
         statements for the year ended December 31, 2022 in Note 2 on page
F-35. DLQ has
         incurred material net losses of over $5 million and negative cash
flows from operations in
         each of the last two fiscal years. Discuss the actions taken or that
DLQ plans to take to
         remedy the deficiencies in liquidity, fund the expansion of its
operations, and to provide
         necessary working capital to meet current obligations. Describe
internal and external
         sources of liquidity including any unused amounts available at
December 31, 2022. Refer
         to Item 303(b)(1)(i) of Regulation S-K.
Comparative Historical and Unaudited Pro Forma Combined Per Share Financial
Information ,
page 157

13.      We are unable to determine how you calculated Abri's historical book
value per share for
         the year ended December 31, 2022. Please supplementally provide us
with your
         computation of this amount.
 Jeffrey Tirman
FirstName
Abri SPACLastNameJeffrey Tirman
             I, Inc.
Comapany
May         NameAbri SPAC I, Inc.
      25, 2023
May 25,
Page  4 2023 Page 4
FirstName LastName
14.      Please explain how you calculated or determined DataLogiq, Inc's
equivalent per share
         pro forma net loss per share, basic and diluted for the year ended
December 31, 2022,
         assuming maximum redemption as it does not appear to be based on the
expected
         exchange ratio of .75 disclosed in footnote (2).
DLQ, Inc. and Abri SPAC I, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 162

15.      It appears that footnote (J) should be placed next to the adjustment
decreasing cash and
         cash equivalents by $12,841 under the Transaction Accounting
Adjustments (Assuming
         Maximum Redemption) column rather than footnote (H). Please advise or
revise as
         appropriate.
DLQ, Inc. Carved Out Consolidated Financial Statements for the Years Ended
December 31,
2022 and 2021
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Liquidity, page F-35

16.      Please disclose management's plans for addressing the company's
liquidity concerns
         that are intended to mitigate the conditions or events that raise
substantial doubt about the
         entity   s ability to continue as a going concern. In your disclosure,
discuss management's
         plans for obtaining additional funding from its parent Logic, Inc. or
for obtaining
         additional sources of financing. Refer to ASC 205-40-50-12 through
50-14.
Note 10 - Loss Per Share, page F-42

17.      We have reviewed your response and revisions to Note 10 but are
unclear as to why you
         have presented pro forma earnings per share. Please revise to disclose
DLQs historical
         earnings per share rather than "pro forma earnings per share" for each
period presented as
         required by ASC 260. As your consolidated statement of equity on page
F-31 indicates
         DLQ had 2,000 common shares outstanding during all periods presented,
it appears that
         earnings per share should be based on these 2,000 shares rather than
the 15,288,078 shares
         currently used in your pro forma computations. Also, your consolidated
statement of
         operations on page F-30, the pro forma combined statement of
operations on page 164 and
         elsewhere throughout the filing where you disclose DLQ's earnings per
share, including
         pages 43 and 157 should be revised to disclose historical earnings per
share rather than
         pro forma earnings per share. Alternatively, if you continue to
believe your current pro
         forma presentation is appropriate, please explain why, cite the
relevant GAAP accounting
         literature applied, and explain how you arrived at the 15,288,078
shares used in your
         computations based on DLQs 2,000 outstanding common shares.
General

18.      We note the inclusion of Proposal No. 2A to remove the net tangible
asset requirement
 Jeffrey Tirman
Abri SPAC I, Inc.
May 25, 2023
Page 5
      from Abri's current charter. In an appropriate place in your filing,
please disclose the
      consequences if the approval for this proposal is not obtained. In
addition, we note your
      disclosure that Abri believes that it may rely on another exclusion from
the "penny stock"
      rules which relates to it being listed on the Nasdaq Capital Market.
Please tell us the
      exemption upon which you plan to rely and provide your analysis in
support of such
      reliance.
       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 ###-##-#### with any
other questions.



                                                           Sincerely,
FirstName LastNameJeffrey Tirman
                                                           Division of
Corporation Finance
Comapany NameAbri SPAC I, Inc.
                                                           Office of Trade &
Services
May 25, 2023 Page 5
cc:       Alex Weniger-Araujo, Esq.
FirstName LastName