lective Audience(CAUD) - 2022 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited financial statements and management's analysis of ABRI SPAC I, Inc.'s financial condition and results of operations Unaudited Financial Statements This section presents ABRI SPAC I, Inc.'s unaudited financial statements, highlighting a net loss and working capital deficit for the period Balance Sheets This section summarizes the company's assets, liabilities, and equity as of March 31, 2022, compared to December 31, 2021 Balance Sheet Summary (as of March 31, 2022 vs. December 31, 2021) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Total Assets | $57,665,728 | $57,816,739 | | Marketable securities held in Trust Account | $57,341,407 | $57,340,207 | | Cash | $5,002 | $154,942 | | Total Liabilities | $3,529,994 | $2,358,398 | | Accounts payable and accrued expenses | $1,626,885 | $687,531 | | Due to sponsor | $300,000 | $0 | | Warrant liability | $103,109 | $170,867 | | Total Stockholders' Equity | $712,944 | $3,135,052 | - The company's cash position decreased significantly from $154,942 to $5,002, while liabilities increased, driven by a rise in accounts payable and a $300,000 loan from the sponsor[12] Statements of Operations This section details the company's revenues, expenses, and net loss for the three months ended March 31, 2022 Statement of Operations (For the Three Months Ended March 31, 2022) | Metric | Amount | | :--- | :--- | | Loss from operations | $(1,395,709) | | Interest income | $5,344 | | Change in fair value of warrant liability | $67,758 | | Net loss | $(1,322,607) | | Basic and diluted net loss per share, non-redeemable shares | $(0.32) | - The net loss for the quarter was primarily driven by operating expenses of nearly $1.4 million, partially offset by a non-cash gain from the change in fair value of the warrant liability[15] Statements of Changes in Stockholders' Equity This section outlines the changes in the company's stockholders' equity during the three months ended March 31, 2022 - Total stockholders' equity decreased from $3.1 million at the beginning of the year to $0.7 million as of March 31, 2022. The decrease was primarily due to the net loss of $1.3 million and an accretion of common stock to redemption value of $1.1 million, which was reclassified from additional paid-in capital[16] Statements of Cash Flows This section summarizes cash flows from operating, investing, and financing activities for the three months ended March 31, 2022 Cash Flow Summary (For the Three Months Ended March 31, 2022) | Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(449,940) | | Net cash provided by financing activities | $300,000 | | Net change in cash | $(149,940) | | Cash - Beginning of period | $154,942 | | Cash - End of period | $5,002 | - The company used approximately $450,000 in cash for operations, which was partially funded by a $300,000 loan from its sponsor, resulting in a net cash decrease of about $150,000 for the quarter[19] Notes to Financial Statements This section provides additional information and explanations on the company's financial position, operations, and accounting policies - The company is a SPAC that consummated its IPO in August 2021, raising aggregate proceeds of $57.3 million which are held in a trust account. It has not commenced core operations and will not generate operating revenue until after an Initial Business Combination[22][23][27] - On January 27, 2022, the Company entered into a Merger Agreement with Apifiny Group Inc. The merger is subject to stockholder approval and other closing conditions[87][88] - The company has a working capital deficit of $1.6 million and cash of $5,002 as of March 31, 2022, which raises substantial doubt about its ability to continue as a going concern[42][43] - Private Warrants are accounted for as a derivative liability at fair value, which decreased from $170,867 to $103,109 during the quarter, resulting in a non-cash gain of $67,758[54][131][134] - Subsequent to the quarter end, on April 4, 2022, the company received an additional $500,000 via a convertible promissory note from its Sponsor for operating expenses[136] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, operational results, and liquidity, highlighting the net loss and going concern uncertainties - The company is a blank check company formed for the purpose of a business combination and has not commenced core operations as of March 31, 2022[142][143] - For the three months ended March 31, 2022, the company reported a net loss of $1,322,607, consisting of $1,395,709 in operating costs, offset by $5,344 in interest income and a $67,758 gain on the change in fair value of warrant liability[151] - Management has concluded that the company's working capital deficit of $1,602,564 and low cash balance raise substantial doubt about its ability to continue as a going concern through the next year or until a business combination is consummated[154][157] - The company entered into a definitive Merger Agreement with Apifiny Group Inc. on January 27, 2022, which is the company's primary focus[148] Quantitative and Qualitative Disclosures About Market Risk The company is a smaller reporting company and is not required to provide the information requested under this item - As a smaller reporting company, ABRI SPAC I, Inc. is not required to make disclosures under this item[165] Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - Based on an evaluation as of March 31, 2022, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[167] - There were no material changes in the company's internal control over financial reporting during the most recent fiscal quarter[169] PART II. OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures Legal Proceedings The company reports that there are no legal proceedings - The company has no legal proceedings to report[171] Risk Factors This section highlights increased SPAC competition and potential adverse effects from proposed SEC rules on business combination completion - Increased competition from a substantial number of SPACs may make it more difficult and costly to find and complete an initial business combination[173][174] - Proposed SEC rules issued on March 30, 2022, relating to SPACs could, if adopted, materially and adversely affect the company's ability to negotiate and complete its business combination and may increase associated costs and time[176] Unregistered Sales of Equity Securities and Use of Proceeds This section details the private placement of units to the Sponsor and the deposit of IPO and private placement proceeds into a trust account - Simultaneously with the IPO, the Sponsor purchased 276,250 Private Units at $10.00 per unit. An additional 18,348 Private Units were purchased in connection with the over-allotment option exercise[178][179] - As of August 23, 2021, a total of $57,339,200 from the IPO and Private Placement proceeds were deposited in the company's trust account[179] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[182] Mine Safety Disclosures This section is not applicable to the company - Not applicable[183] Other Information The company reports no other information - None[184] Exhibits This section lists the exhibits filed as part of the Quarterly Report, including officer certifications and Inline XBRL data files - The exhibits filed with this report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002, and Inline XBRL documents[186]