Apifiny Group Inc. Announces Plans to List on NASDAQ via Merger with Abri SPAC I, Inc. (ASPA)

January 27, 2022 8:01 AM EST

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Apifiny Group Inc. (“Apifiny”), a global cross-exchange digital asset trading network based in New York, today announced that it has entered into a definitive business combination agreement with Abri SPAC I, Inc. (NASDAQ: ASPAU, “Abri”), a special purpose acquisition company, that will result in Apifiny becoming a publicly traded company on the Nasdaq stock market.

The transaction is expected to close in Q3 2022 and is subject to approval by Abri stockholders and other customary closing conditions, including regulatory approvals. The Boards of both Apifiny and Abri have unanimously approved the proposed transaction.

Founded in 2018, Apifiny has developed a unique ecosystem that connects highly fragmented digital asset trading markets (from trading to clearing and settlement) into a single global platform. This increases stability, continuity and reduces disruption in the digital asset marketplace. Apifiny securely connects dozens of digital marketplaces around the world through its single application programming interface (“API”), hence providing institutional traders immediate access to the optimal market-clearing prices and global liquidity for trading Bitcoin and other cryptocurrencies.

To date, Apifiny has partnered with over 20 of the top 100 global digital asset exchanges by trading volume, including Huobi Global, OKEx, Kucoin, OKCoin and Blockchain.com’s exchanges, amongst others. The merger will enable Apifiny to accelerate growth, continue developing advanced blockchain and crypto technology solutions, and enhance regulatory transparency as a public company, all of which is expected to enhance capabilities and customer trust.

Apifiny will be supported by a strong board within the public service, financial advisory, and technology sectors, including:

  • Tim Murphy, former Deputy Director of the Federal Bureau of Investigation (FBI).
  • Laurence Charney, former partner of Ernst & Young.
  • Samuel Shen, CEO of Vnet Group, former President of JD Cloud and former chairman of the Microsoft Asia-Pacific Technology Group.
  • Mads Jensen (Board Nominee), Associate Professor in Finance at Copenhagen Business School and Founding Partner at Jentzen & Partners, a consultancy group. Former head of wealth management at Danske Bank Group.
  • Denis Duncan (Board Nominee), EVP and CFO at CapStar Financial Holdings, Inc. Former Senior US Banking & Capital Markets Partner at PwC LLC.

“Today’s merger is a significant milestone toward creating value for our shareholders and one that will help accelerate our growth, as well as growth of digital asset markets,” said Haohan Xu, Founder and Chief Executive Officer at Apifiny. “We are proud to be joining forces with Abri, a team that brings years of capital markets expertise and experience operating and running both public and private companies. Together, we intend to create one unified global market for digital assets,” he added.

Jeffrey Tirman, Chairman and Chief Executive Officer of Abri, added, "We are very pleased to support Apifiny’s transition to the public markets where our combined impact can accelerate value for our shareholders. Our team shares Apifiny’s vision that together we can meaningfully take steps to shape digital asset trading and the future of digital asset markets.”

Transaction Terms

The pro forma enterprise value of the combined company is approximately $530 million, including the contribution of up to $57 million of cash held in Abri’s trust account, subject to redemptions. The transaction is subject to approval by the shareholders of Apifiny and Abri, respectively, and the satisfaction of the closing conditions set forth in the Merger Agreement. The Board of Directors of Apifiny and Abri, respectively, have unanimously approved the transaction.

The proposed business combination contemplates that Apifiny stockholders will roll 100% of their equity into the combined company. Abri and Apifiny have each agreed that the combined company will satisfy all Nasdaq listing requirements at the close of the business combination and no specific minimum cash requirement exists.

All cash remaining on Abri’s balance sheet at the closing of the transaction, after paying off transaction expenses, is expected to remain on Apifiny Group Inc.’s balance sheet for working capital, growth and other general corporate purposes. The transaction is expected to close in the third quarter of 2022.

Additional information about the proposed merger, including a copy of the merger agreement and other material documentation will be filed by Abri with the United States Securities and Exchange Commission (the "SEC") and available at www.sec.gov. In the coming days, Abri will file an S-4 registration statement with the SEC, which will contain a proxy statement/prospectus, with the SEC in connection with the business combination.

Advisors

Chardan is acting as M&A and Capital Markets advisor.

Mayer Brown is acting as legal counsel to Apifiny. Loeb & Loeb is acting as legal counsel to Abri.

About Apifiny

Apifiny is a global cross-exchange digital asset trading network for institutions. The company’s vision is to create one, global trading marketplace for digital assets. Apifiny aims to deliver institutional-grade performance to digital asset traders through seamless connection with global digital asset exchanges and infrastructure providers. With one account and one API, Apifiny Connect gives institutional traders the flexibility to trade directly on global centralized exchanges at a discounted cost. Apifiny HEX (Hybrid Exchange) is designed to provide the digital asset community with a better centralized and decentralized trading experience, including zero taker fees, global price discovery and predictable liquidity from automated market making (“AMM”) and global centralized exchanges. Apifiny also empowers institutional traders with market data and the ability to achieve tighter spreads, higher fill rates and improved capital utilization. Headquartered in New York City, Apifiny is a regulated trading platform with institutional-grade security and compliance. For more information, visit https://www.apifiny.com/.

About Abri SPAC I, Inc.

Abri is a blank check company formed for the purpose of effecting a business combination with one or more businesses. Although there was no restriction or limitation on what industry or geographic region its targets operated in, Abri pursued prospective targets that provide technological innovation in a range of traditionally managed industries with particular emphasis on the financial services industry. For more information, visit https://abri-spac.com/



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