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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