lective Audience(CAUD) - 2023 Q1 - Quarterly Report

Part I. Financial Information Item 1. Unaudited Financial Statements Presents Abri SPAC I, Inc.'s unaudited condensed financial statements for Q1 2023 and 2022, encompassing balance sheets, operations, equity, cash flows, and accompanying notes Condensed Balance Sheets As of March 31, 2023, total assets were $13.69 million, with $13.23 million in Trust Account marketable securities, total liabilities $7.15 million, and a stockholders' deficit of $6.61 million Condensed Balance Sheet Data (as of March 31, 2023 vs. December 31, 2022) | Balance Sheet Item | March 31, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | Assets | | | | Cash | $279,317 | $381,293 | | Marketable securities held in Trust Account | $13,233,912 | $12,841,399 | | Total Assets | $13,691,648 | $13,475,155 | | Liabilities & Equity | | | | Total current liabilities | $2,706,156 | $2,554,817 | | Promissory notes, related party | $1,321,784 | $1,146,784 | | Convertible promissory notes, related party | $1,600,000 | $1,250,000 | | Total Liabilities | $7,154,454 | $6,469,277 | | Common stock subject to possible redemption | $13,148,995 | $12,841,399 | | Total stockholders' deficit | ($6,611,801) | ($5,835,521) | Condensed Statements of Operations For Q1 2023, the company reported a net loss of $468,684, a significant reduction from $1,322,607 in Q1 2022, driven by lower operating expenses and higher interest income Condensed Statements of Operations (Three Months Ended) | Line Item | March 31, 2023 (Unaudited) ($) | March 31, 2022 (Unaudited) ($) | | :--- | :--- | :--- | | Total operating expenses | $577,856 | $1,395,709 | | Loss from operations | ($577,856) | ($1,395,709) | | Interest income | $142,010 | $5,344 | | Change in fair value of warrant liabilities | ($8,838) | $67,758 | | Net loss | ($468,684) | ($1,322,607) | | Basic and diluted net loss per share, non-redeemable | ($0.26) | ($0.32) | Condensed Statements of Cash Flows For Q1 2023, net cash used in operations was $234,463, investing activities used $392,513, while financing provided $525,000, resulting in a cash balance decrease to $279,317 Condensed Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | 2023 (Unaudited) ($) | 2022 (Unaudited) ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($234,463) | ($449,940) | | Net cash used in investing activities | ($392,513) | $0 | | Net cash provided by financing activities | $525,000 | $300,000 | | Net Change in Cash | ($101,976) | ($149,940) | | Cash - End of period | $279,317 | $5,002 | Notes to Financial Statements (Unaudited) Provides detailed information on the company's organization, accounting policies, related party transactions, commitments including the DLQ merger, stockholders' deficit, warrants, fair value measurements, and income taxes - The company operates as a SPAC, focused on organizational tasks, IPO, and identifying a business combination target, without core operations commenced[43][44] - On September 9, 2022, the company entered a Merger Agreement with DLQ, Inc., with a $114 million consideration payable in Abri Common Stock shares[153][154] - The deadline for completing an initial business combination has been extended to June 12, 2023, with a potential further extension to August 12, 2023, via Trust Account deposits[61][62] - Management identified substantial doubt about the company's ability to continue as a going concern due to insufficient working capital until a business combination or one year from filing[64][68] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on the company's financial condition and results, covering net loss, liquidity, capital resources, and the pending merger agreement with DLQ, Inc - The company operates as a blank check entity, with all activities since inception focused on organizational tasks, IPO, and identifying a business combination target[145][146] Results of Operations Comparison (Three Months Ended March 31) | Description | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net Loss | $468,684 | $1,322,607 | | Key Drivers | Lower operating costs ($578k vs $1.4M), higher interest income ($142k vs $5k) | Higher operating costs | - As of March 31, 2023, the company reported $279,317 in cash, a working capital deficiency of $2,248,420, and $13,233,912 held in the Trust Account[161] - The business combination deadline was extended to June 12, 2023, following $45.9 million in share redemptions in December 2022, with a potential extension to August 12, 2023[162][163] Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is exempt from providing disclosures under this item - Disclosures under this item are not required as the company is a smaller reporting company[175] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of March 31, 2023, due to a material weakness in financial close processes, with a remediation plan underway - As of March 31, 2023, management concluded the company's disclosure controls and procedures were not effective[177] - Ineffectiveness stems from a material weakness in the financial close process, specifically regarding classification of reinvested interest from Trust Account marketable securities in cash flow statements[178] - A remediation plan is underway to enhance internal communications with financial advisors and improve access to accounting literature and research[179] Part II. Other Information Item 1. Legal Proceedings The company has no legal proceedings to report for the period - No legal proceedings to report[182] Item 1A. Risk Factors No material changes to risk factors previously disclosed in the Annual Report on Form 10-K filed March 30, 2023 - No material changes to risk factors disclosed in the Annual Report on Form 10-K filed with the SEC on March 30, 2023[185] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report[186] Item 6. Exhibits Lists exhibits filed as part of the Quarterly Report, including officer certifications and Inline XBRL documents - The report includes exhibits such as CEO and CFO certifications (31.1, 31.2, 32) and Inline XBRL data files (101 series)[188]