Collective Audience, Inc.: M&A transaction — Collective Audience closes business combination with Abri SPAC I; stock now trades on Nasdaq

Collective Audience, Inc.

Closed merger of Abri SPAC I with DLQ; issued 11,400,000 shares valued at $114M as consideration.
Post-closing shares outstanding: 13,220,063; 619,963 public shares redeemed for $6.65M ($10.72/share).
Common stock begins trading on Nasdaq Global Market under symbol CAUD on Nov 3; warrants on OTC under CAUDW.
Entered into Registration Rights, Management Earnout (up to 2M shares), Sponsor Earnout (up to 1M shares), and Lock-Up agreements.
Sponsor granted right of first refusal for up to $30M in future financing, valid for 24 months.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Collective Audience, Inc.: Stockholders approved and adopted Amended and Restated Bylaws to set procedures to nominate directors, reduce director quorum requirement, allow uncertificated shares, increase voting requirements to repeal or amend the indemnification section, and remove stockholders' ability to call a special meet (effective 2023-11-02).

Change: bylaw amendment
Effective: 2023-11-02

Exact text from the filing

the stockholders approved and adopted the Amended and Restated Bylaws of Abri (the “ Amended Bylaws ”) to among other things, set the procedures to nominate directors, reduce the quorum requirement for directors to transact business, allow Abri shares of stock to be uncertificated at the discretion of the board, increase the voting requirements to repeal or amend the “Indemnification” section and remove the ability of the stockholders to call a special meeting, effective upon Closing.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Collective Audience, Inc.: As a result of the Business Combination, Abri ceased being a shell company (effective 2023-11-02).

Change: shell status
Effective: 2023-11-02

Exact text from the filing

As a result of the Business Combination, Abri ceased being a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Collective Audience, Inc.: Company's stockholders approved a Second Amended and Restated Certificate of Incorporation to change the company's name, increase authorized shares of common stock from 100,000,000 to 200,000,000 and authorized preferred stock from 1,000,000 to 100,000,000, remove classes of directors, and remove bl (effective 2023-11-02).

Change: charter amendment
Effective: 2023-11-02

Exact text from the filing

the Company’s stockholders also approved a Second Amended and Restated Certificate of Incorporation (“ Amended Charter ”) to, among other things, change Abri’s name to “Collective Audience, Inc., increase the total number of authorized shares of Common Stock from 100,000,000 to 200,000,000 and the number of authorized preferred stock from 1,000,000 to 100,000,000, remove classes of the Combined Company’s directors and remove blank check provisions and to replace the Charter following the consummation of the Business Combination.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Collective Audience, Inc. underwent a change of control involving Logiq, Inc. (DLQ Parent) and DLQ, Inc. for 11,400,000 shares of the Company common stock valued at $114 million (closed 2023-11-02).

Action: change of control
Counterparty: Logiq, Inc. (DLQ Parent) and DLQ, Inc.
Consideration: 11,400,000 shares of the Company common stock valued at $114 million
Closing: 2023-11-02

Exact text from the filing

giving effect to the redemptions of shares of Abri Common Stock: ● The total consideration paid at Closing (the “ Merger Consideration ”) by Abri to DLQ security holders was 11,400,000 shares of the Company common stock valued at $114 million (the “ Consideration Shares ”); ● Each share of DLQ Common Stock, if any, that was owned by Abri, Merger Sub, DLQ or any

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Source: SEC EDGAR

accession 0001213900-23-084420

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