UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 1017, 2024

Achari Ventures Holdings Corp. I

(Exact name of registrant as specified in its charter)

Delaware

001-40906

86-1671207

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

60 Walnut Avenue, Suite 400

Clark, NJ 07066

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (732) 340-0700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, par value $0.0001 per share, and one Redeemable Warrant	AVHIU	~~The Nasdaq Stock Market LLC~~N/A*
Common Stock, par value $0.0001 per share	AVHI	~~The Nasdaq Stock Market LLC~~N/A*
Redeemable Warrants	AVHIW	~~The Nasdaq Stock Market LLC~~N/A*

* On September 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) filed a Form 25 with the Securities and Exchange Commission and the securities of Achari Ventures Holdings Corp. I were delisted from the Nasdaq exchange ten days thereafter.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously announced, on December 6, 2023, Achari Ventures Holdings Corp. I (the “Achari”) entered into a definitive business combination agreement (the “Business Combination Agreement”), by and among Achari, Achari Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Achari, and Vaso Corporation, a Delaware corporation (“Vaso”). Pursuant to the Business Combination Agreement, the parties have agreed to consummate certain transactions (collectively, the “Business Combination”), subject to the terms and conditions of the Business Combination Agreement.

On January 8, 2024, in connection with the Business Combination, Achari first filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (No. 333-276422) (as amended, the “Registration Statement”) containing a joint proxy statement/prospectus of Achari (such joint proxy statement/prospectus in definitive form, the “Proxy Statement”), which Registration Statement was declared effective by the SEC on August 5, 2024, with Achari commencing mailing of the Proxy Statement on August 8, 2024.

On September 10, 2024, Achari held an extraordinary general meeting of its stockholders (the “Special Meeting”), at which stockholders holding 2,601,401 shares of common stock held of record as of August 8, 2024, the record date for the Special Meeting, were present virtually or by proxy, representing 92.6% of the voting power of Achari’s common stock as of the record date for the Special Meeting, and constituting a quorum for the transaction of business. The proposals listed below are described in more detail in the Proxy Statement. A summary of the voting results at the Special Meeting are set forth below:

The stockholders approved the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Reverse Stock Split Proposal, the 2024 Equity Incentive Plan Proposal, the Nasdaq 20% Proposal and the Director Election Proposal (each as defined in the Proxy Statement, and collectively, the “Business Combination Proposals”).

The voting results for each of the Business Combination Proposals were as follows:

Proposal No. 1: The Business Combination

For			Against			Abstain			Broker Non-Votes
2,601,401			0			0			0

Proposal No. 2: The Charter Amendment Proposal

For			Against			Abstain			Broker Non-Votes
2,601,401			0			0			0

Proposal No. 3: The Governance Proposals

Governance Proposal 3A

For			Against			Abstain			Broker Non-Votes
2,601,401			0			0			0

Governance Proposal 3B

For			Against			Abstain			Broker Non-Votes
2,601,401			0			0			0

Proposal No. 4: The Reverse Stock Split Proposal

For			Against			Abstain			Broker Non-Votes
2,601,201			200			0			0

Proposal No. 5: The 2024 Equity Incentive Plan Proposal

For			Against			Abstain			Broker Non-Votes
2,601,401			0			0			0

Proposal No. 6: The Nasdaq 20% Proposal

For			Against			Abstain			Broker Non-Votes
2,601,201			200			0			0

Proposal No. 7: The Director Election Proposal

For			Against			Abstain			Broker Non-Votes
2,601,401			0			0			0

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.

Item 8.01 Other Events

Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions contemplated by the Business Combination Agreement (the “Transactions”) are expected to be consummated promptly. Following the consummation of the Transactions, the common stock of Vaso ~~after~~Termination the completion of the Business Combination is expected to begin trading on the Nasdaq Stock Market LLC (the “Nasdaq”) under the ticker symbol “VASO” and the warrants of Vaso after the completion of the Business Combination are expected to trade on the Nasdaq under the ticker symbol “VASOW.”Notice

InOn ~~connection~~September 17, ~~with~~2024, ~~the~~Achari ~~vote~~Ventures Holdings toCorp. ~~approve~~I (the ~~Business~~“Company” ~~Combination~~or ~~Proposals, stockholders~~“Achari”) ~~holding~~received ~~297,709~~a ~~shares~~purported notice of termination ~~common~~(the ~~stock~~“Termination ofNotice”) ~~Achari~~from ~~properly~~Vaso ~~exercised~~Corporation, ~~their~~a ~~right~~Delaware tocorporation (“Vaso”) ~~redeem~~with ~~their~~respect ~~shares~~to ~~for~~the ~~cash~~proposed atbusiness acombination ~~redemption~~(the “Business ~~price~~Combination”) and related Business Combination Agreement, dated as of ~~approximately~~December 6, ~~$11.58~~2023 ~~per~~(the ~~share~~“Business Combination Agreement”), ~~for~~entered aninto ~~aggregate~~by ~~redemption~~and ~~amount~~among ofAchari, ~~approximately~~Achari $3Merger Sub,~~447~~ Inc.,~~470~~ a Delaware corporation and a wholly owned subsidiary of Achari, and Vaso.

~~Forward-Looking~~Monthly ~~Statements~~Extension Option

~~This~~On ~~Current~~September 18, ~~Report on Form 8-K (“Current Report”) may include~~2024, ~~and oral statements made from time to time by representatives of~~ the Company ~~may include, “forward-looking~~notified ~~statements”~~Continental ~~within~~Stock ~~the meaning of Section~~Transfer ~~27A~~& ofTrust ~~the Securities Act of 1933~~Company, ~~as amended, and Section 21E of~~ the ~~Securities Exchange~~trustee ~~Act of 1934, as amended. Statements regarding~~ (the ~~approval~~“Trustee”) of ~~certain proposals at~~ the ~~Special~~Company’s ~~Meeting or the implementation~~Trust ofAccount (the ~~Business~~“Trust ~~Combination Proposals~~Account”), ~~the~~that ~~Business~~it ~~Combination~~was ~~Agreement,~~extending ~~the~~(an ~~Transactions~~“Extension”) ~~and~~ the ~~financing~~time ~~thereof, and related matters,~~available asto ~~well~~the asCompany ~~all~~to ~~other~~consummate ~~statements~~its ~~other~~initial ~~than~~business ~~statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report~~combination, ~~words~~from ~~such as “anticipate~~September 19,” ~~“believe,”~~2024 ~~“continue,”~~to ~~“could~~October 19,~~” “estimate,”~~ ~~“expect,”~~2024 ~~“intend,”~~(the “~~may,” “might,” “plan,” “possible,”~~Third ~~“potential,~~Extension” ~~“predict~~),” ~~“project,”~~pursuant ~~“should,” “would” and similar expressions, as they relate~~ to ~~us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by,~~ and ~~information~~in ~~currently~~accordance ~~available~~with ~~to,~~ the ~~Company’s~~terms ~~management. Actual results could differ materially from those contemplated by the forward-looking statements as a result~~ of ~~certain factors detailed in~~ the Company’s ~~filings~~ ~~with~~Sixth ~~the~~Amended ~~SEC.~~and ~~All~~Restated ~~subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are~~Certificate ~~qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many~~ of ~~which~~Incorporation ~~are beyond~~ (the ~~control~~“Certificate of ~~the~~Incorporation”) ~~Company,~~and ~~including those set forth in~~ the ~~Risk Factors section of the~~ Company’s ~~Registration~~Fourth ~~Statement~~Amended and ~~the registration~~Restated ~~statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation~~Investment toManagement ~~update~~Trust ~~these~~Agreement ~~statements for revisions or changes after~~ (the ~~date~~“Trust ~~of this Current Report, except as required by law~~Agreement”).

2Following the payment of approximately $3,447,470 to stockholders holding 297,709 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which were redeemed and canceled in connection with the Company’s extraordinary general meeting held on September 10, 2024, at which such meeting the Business Combination had been approved by the requisite vote of Achari's stockholders, 11,301 shares of the Company’s Common Stock (such amount reflecting solely the shares of Common Stock which were included in the units sold in the Company’s initial public offering (the “Public Shares”)) remained outstanding. Pursuant to the terms of the Company’s Certificate of Incorporation and Trust Agreement, on September 18, 2024, with respect to the exercise of the Third Extension, the Company deposited $452.02 into the Company’s Trust Account in connection with the exercise of the Third Extension. Such deposit with respect to the Third Extension was made using funds held outside of the Company’s Trust Account and available to the Company to fund working capital requirements.

Redemption and Liquidation

As a result of the purported Termination Notice issued by Vaso to the Company, although the Company and other interested parties continue to explore all legal options with respect to Vaso's purported termination of the Business Combination Agreement, the Company does not expect at this time, and specifically as a result of Vaso's issuance of such purported Termination Notice, that the Company will be able to complete the Business Combination, in a timely manner, or at all, and the Company also does not intend to seek to consummate a business combination with another target at this time. In light of the foregoing, the Board of Directors of the Company authorized the liquidation of the Trust Account in connection with the winding up of the Company’s operations (the “Trust Account Liquidation”).

On November 1, 2024, the Company was notified that the redemption payment to the holders of the Public Shares in connection with the Trust Account Liquidation was completed at a per-share redemption price of approximately $11.12 (reflecting the Trust Account’s gross balance of $174,372.56 as of the date of redemption, less $48,728.83 which was removed from the Trust Account to pay taxes and dissolution expenses in accordance with the Trust Agreement and the Company's governing documents). All holders of the Company’s shares purchased in a private placement prior to the Company’s initial public offering (such shares, the “Founder Shares”) had previously agreed to waive their redemption rights with respect to such Founder Shares and, as a result, no distributions have or will be made to such holders with respect to such Founder Shares. Similarly, as a result of the dissolution of the Company, the Company's warrants shall also expire worthless and no distributions of any kind have or will be made to the holders of such warrants. Following the dissolution of the Company, the Founder Shares shall be deemed cancelled and the warrants will expire worthless.

On or around November 4, 2024, the Company expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACHARI VENTURES HOLDINGS CORP. I
Dated: September 11, 2024
Dated: November 4, 2024
	By:	/s/ Vikas Desai
	Name:	Vikas Desai
	Title:	Chief Executive Officer

Filing Compare · Achari Ventures Holdings Corp. I