UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to______

Commission File No. 001-40906

ACHARI VENTURES HOLDINGS CORP. I

(Exact name of registrant as specified in its charter)

Delaware		86-1671207
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

60 Walnut Avenue, Suite 400

Clark, NJ 07066

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including zip code)

(732) 340-0700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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
Common Stock, par value $0.0001 per share	AVHI	The Nasdaq Stock Market LLC
Redeemable Warrants	AVHIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~May~~August 1413, 2024, there were 32,~~050~~809,~~941~~ 010 shares of common stock, par value $0.0001 per share issued and outstanding (“Common Stock”).

ACHARI VENTURES HOLDINGS CORP. I

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page	~~Page~~
PART 1 - FINANCIAL INFORMATION		1	1
Item 1.	Financial Statements ~~(unaudited)~~	1	1
	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023		1
	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023		2
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023	2
	Unaudited Consolidated Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2024 and 2023		3
	Unaudited Consolidated Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023		4
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	22
Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	38	33
Item 4.	Control and Procedures	38	33
PART II - OTHER INFORMATION		39	34
Item 1.	Legal Proceedings	39	34
Item 1A.	Risk Factors	39	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39	34
Item 3.	Defaults Upon Senior Securities	39	34
Item 4.	Mine Safety Disclosures	39	34
Item 5.	Other Information	39	34
Item 6.	Exhibits	40	35
SIGNATURES		41	36

PART 1 - FINANCIAL INFORMATION

~~Item~~ ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

ACHARI VENTURES HOLDINGS CORP. I

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024 (Unaudited)			December 31, 2023
	June, 2024 (Unaudited)			December 31, 2023
ASSETS
CURRENT ASSETS
Cash	$	106,~~524~~331		$	48,395
Prepaid expenses		6318,~~943~~834			48,106
Total current assets		7425,~~467~~165			96,501
OTHER ASSETS
Cash held in Trust Account		6,~~194~~341,~~997~~544			6,049,745
TOTAL ASSETS	$	6,~~269~~366,~~464~~709		$	6,146,246
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	34,~~579~~157,~~512~~824		$	3,206,121
Income taxes payable		1023,~~979~~430			42,717
Franchise tax payable		3,485			-
Notes payable - related party		825,975			582,000
Notes payable - others		342,647			-
Excise tax liability		391,544			391,544
Total current liabilities		45,~~808~~744,~~010~~905			4,222,382
Derivative warrant liabilities		~~175~~206,~~480~~867			107,713
Deferred underwriting fee payable		3,500,000			3,500,000
Total liabilities		89,~~483~~451,~~490~~772			7,830,095
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Common stock subject to possible redemption: 550,941 shares at redemption value of $11.24 and $10.98 per share at March 31, 2024 and December 31, 2023, respectively		6,194,997			6,049,745
Common stock subject to possible redemption: 550,941 shares at redemption value of $11.51 and $10.98 per share at June 30, 2024 and December 31, 2023, respectively		6,341,544			6,049,745
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding (excluding 550,941 shares subject to possible redemption at March 31, 2024 and December 31, 2023)		250			250
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding (excluding 550,941 shares subject to possible redemption at June 30, 2024 and December 31, 2023)		250			250
Accumulated Deficit		(89,~~409~~426,~~273~~857	)		(7,733,844	)
Total stockholders’ deficit		(89,~~409~~426,~~023~~607	)		(7,733,594	)
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	$	6,269,464		$	6,146,246
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	$	6,366,709		$	6,146,246

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACHARI VENTURES HOLDINGS CORP. I

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
OPERATING EXPENSES
General and administrative	$	886,491		$	750,735		$	1,395,035		$	1,676,699
Franchise tax		21,142			50,000			41,885			100,000
Total operating expenses		907,633			800,735			1,436,920			1,776,699
OTHER INCOME
Interest income on cash held in Trust Account		80,434			130,251			159,573			244,121
Change in fair value of derivative warrant liabilities		(31,387	)		142,667			(99,154	)		71,333
Total other income		49,047			272,918			60,419			315,454
INCOME BEFORE PROVISION FOR INCOME TAXES		(858,586	)		(527,817	)		(1,376,501	)		(1,461,245	)
Income tax provision		(12,451	)		(16,850	)		(24,713	)		(30,263	)
NET LOSS	$	(871,037	)	$	(544,667	)	$	(1,401,214	)	$	(1,491,508	)
Weighted average shares outstanding of common stock		3,050,941			3,519,465			3,050,941			3,519,465
Basic and diluted net income per share, common stock	$	(0.29	)	$	(0.15	)	$	(0.46	)	$	(0.42	)

	March 31, 2024			March 31, 2023
OPERATING EXPENSES
General and administrative	$	508,544		$	925,964
Franchise tax		20,743			50,000
Total operating expenses		529,287			975,964
OTHER INCOME
Interest and dividend income on cash and marketable securities held in Trust Account		79,139			113,870
Change in fair value of derivative warrant liabilities		(67,767	)		(71,334	)
Total other income		11,372			42,536
INCOME BEFORE PROVISION FOR INCOME TAXES		(517,915	)		(933,428	)
Income tax provision		(12,262	)		(13,413	)
NET LOSS	$	(530,177	)	$	(946,841	)
Weighted average shares outstanding of Common stock		3,050,941			3,519,465
Basic and diluted net loss per share, Common stock	$	(0.17	)	$	(0.27	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACHARI VENTURES HOLDINGS CORP. I

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 (UNAUDITED)

MARCH 31, 2024

	Common stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		Capital		deficit			deficit
Balance, January 1, 2024		2,500,000	$	250	$	-	$	(7,733,844	)	$	(7,733,594	)
Remeasurement of redeemable shares to redemption value		-		-		-		(145,252	)		(145,252	)
Net loss		-		-		-		(530,177	)		(530,177	)
Balance, March 31, 2024 (unaudited)		2,500,000		250		-		(8,409,273	)		(8,409,023	)
Remeasurement of redeemable shares to redemption value		-		-		-		(146,547	)		(146,547	)
Net loss		-		-		-		(871,037	)		(871,037	)
Balance, June 30, 2024 (unaudited)		2,500,000	$	250	$	-	$	(9,426,857	)	$	(9,426,607	)

~~(UNAUDITED)~~FOR THE THREE AND SIX MONTHS ENDED

	Common stock (excluding 550,941 shares subject to possible redemption)				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			deficit
Balance, January 1, 2024		2,500,000	$	250	$	-	$	(7,733,844	)	$	(7,733,594	)
Remeasurement of redeemable shares to redemption value								(145,252	)		(145,252	)
Net loss		-		-		-		(530,177	)		(530,177	)
Balance, March 31, 2024		2,500,000	$	250	$	-	$	(8,409,273	)	$	(8,409,023	)

JUNE 30, 2023 (UNAUDITED)

FOR THE THREE MONTHS ENDED

	Common stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			deficit
Balance, January 1, 2023		2,500,000	$	250	$	-	$	(4,251,812	)	$	(4,251,562	)
Remeasurement of redeemable shares to redemption value		-		-		-		(266,790	)		(266,790	)
Excise duty in connection with redemption of redeemable shares		-		-		-		(341,988	)		(341,988	)
Net loss		-		-		-		(946,841	)		(946,841	)
Balance, March 31, 2023 (unaudited)		2,500,000		250		-		(5,807,431	)		(5,807,181	)
Remeasurement of redeemable shares to redemption value		-		-		-		(203,171	)		(203,171	)
Net loss		-		-		-		(544,667	)		(544,667	)
Balance, June 30, 2023 (unaudited)		2,500,000	$	250	$	-	$	(6,555,269	)	$	(6,555,019	)

MARCH 31, 2023

(UNAUDITED)

	Common stock (excluding 1,019,465 shares subject to possible redemption)				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			deficit
Balance, January 1, 2023		2,500,000	$	250	$	-	$	(4,251,812	)	$	(4,251,562	)
Remeasurement of redeemable shares to redemption value		-		-		-		(266,790	)		(266,790	)
Excise duty in connection with redemption of redeemable shares		-		-		-		(341,988	)		(341,988	)
Net loss		-		-		-		(946,841	)		(946,841	)
Balance, March 31, 2023		2,500,000	$	250	$	-	$	(5,807,431	)	$	(5,807,181	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACHARI VENTURES HOLDINGS CORP. I

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE ~~THREE~~SIX MONTHS ENDED

	March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~530~~1,~~177~~401,214	)	$	(~~946~~1,~~841~~491,508	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and dividend income on cash and marketable securities held in Trust Account		(79,139	)		(113,870	)
Interest income on cash held in Trust Account		(159,573	)		(244,121	)
Changes in operating assets and liabilities:
Change in fair value of warrants		67,767			71,334
Change in fair value of derivative warrant liabilities		99,154			(71,333	)
Prepaid expenses		~~(15~~29,~~837~~272	)		16103,~~312~~249
Accounts payable and accrued expenses		373,391			837,896
Income taxes payable		(19,287	)		30,263
Income taxes payable		(31,738	)		13,413
Accounts payable and accrued expenses		951,703			1,366,177
Franchise tax payable		-3,485			(~~241~~271,137	)
Net cash used in operating activities		(~~215~~496,~~733~~460	)		(~~362~~578,~~893~~410	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited in Trust Account		(66132,~~113~~226	)		-(305,840	)
Cash withdrawn from Trust account for taxes		-			(152,920	)
Cash withdrawn from Trust account in connection with Common Stock redemptions		-			34,198,758
Cash withdrawal from Trust account in connection with Common Stock redemptions		-			34,198,758
Cash Withdrawal from Trust account for taxes		-			80,000
Net cash (used in) provided by investing activities		(66,113	)		34,045,838
Net cash provided by (used in) investing activities		(132,226	)		33,972,918
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Common stock		-			(34,198,758	)
Notes payable - related party		243,975			-
Note payable - others		342,647			-
Net cash provided by (used in) financing activities		243,975			(34,198,758	)
Notes payable - related party		243,975			215,000
NET CHANGE IN CASH		(37,871	)		(515,813	)
Net cash provided by (used in) financing activities		586,622			(33,983,758	)
NET CHANGE IN CASH		(42,064	)		(589,250	)
CASH, BEGINNING OF PERIOD		48,395			597,306
CASH, END OF PERIOD	$	106,~~524~~331		$	818,~~493~~056
Supplemental disclosure of noncash activities:
Common stock redemption payable	$	-		$	266,790
Excise tax liability	$	-		$	341,988
Excise tax liability	$	-		$	13,413

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACHARI VENTURES HOLDINGS CORP. I

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited)

MARCH 31, 2024

(Unaudited)

Note 1—Description of Organization and Business Operations

Achari Ventures Holdings Corp. I (the “Company”) was incorporated in Delaware on January 25, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating an initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March~~June 3130, 2024, the Company had not commenced any operations. All activity through ~~March~~June 3130, 2024 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), and, subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (“Units”), each of which consisted of one warrant and one share of Common Stock (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,133,333 warrants (“Private Placement Warrants”) at a price of $0.75 per Private Placement Warrant in a private placement to the Company’s sponsor, Achari Sponsor Holdings I LLC (the “Sponsor”), for gross proceeds of $5,350,000, which is described in Note 4.

Offering costs for the Initial Public Offering amounted to $6,101,730, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account (as defined below)) and $601,730 of other costs. As described in Note 6, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of an initial Business Combination, as further described in the underwriting agreement entered into in connection with the Initial Public Offering.

Following the closing of the Initial Public Offering, $101,500,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial Business Combination. There is no assurance that the Company will be able to complete an initial Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect an initial Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an initial Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.

~~All of~~The ~~the~~Company ~~Public~~will ~~Shares~~provide ~~contain a redemption feature which allows for~~ the ~~redemption~~holders of ~~such~~the outstanding Public Shares in(the ~~connection~~“Public Stockholders”) with the ~~Company’s liquidation,~~opportunity ifto ~~there~~redeem isall or a ~~stockholder~~portion ~~vote~~of ortheir ~~tender~~Public ~~offer~~Shares inupon ~~connection with~~ the completion ~~Company’s~~of an initial Business Combination ~~and~~either (i) in connection with ~~certain~~a ~~amendments~~stockholder tomeeting ~~the~~called ~~Company’s~~to ~~Fifth~~approve ~~Amended~~the ~~and~~initial ~~Restated~~Business Combination ~~Certificate~~or ~~of Incorporation~~ (~~as defined below~~ii)~~. In~~ ~~accordance~~by ~~with~~means ~~ASC 480-10-S99, redemption provisions not solely within the control~~ of a ~~company~~tender ~~require~~offer. ~~Common~~The ~~Stock~~decision ~~subject~~as to ~~redemption to~~whether ~~be classified outside of permanent equity. Given that~~ the ~~Public~~Company ~~Shares~~will ~~were~~seek ~~issued~~stockholder ~~with~~approval ~~other~~of ~~freestanding~~an ~~instruments~~initial ~~(i.e., Public~~Business ~~Warrants~~Combination ~~(as~~or ~~defined~~conduct ina ~~Note~~tender ~~3)),~~offer ~~the~~will ~~initial~~be ~~carrying~~made ~~value~~by ~~of Common Stock classified as temporary equity was~~ the ~~allocated proceeds determined in accordance with Accounting Standards Codification (“ASC”) 470-20~~Company. The ~~Common~~Public ~~Stock~~Stockholders ~~is subject to ASC 480-10-S99. If it is probable that the equity instrument~~ will ~~become~~be ~~redeemable,~~entitled ~~the Company has the option~~ to ~~either~~redeem ~~(i)~~their ~~accrete~~Public ~~changes in the~~Shares ~~redemption~~for ~~value~~a ~~over~~pro ~~the~~rata ~~period~~portion ~~from the date~~ of ~~issuance (or from~~ the ~~date~~amount ~~that~~then itin ~~becomes probable that~~ the ~~instrument~~Trust ~~will~~Account ~~become redeemable,~~(initially ifanticipated ~~later)~~ to ~~the~~be ~~earliest~~$10.15 ~~redemption~~per ~~date~~Public ofShare, ~~the~~plus ~~instrument~~any orpro ~~(ii)~~rata interest ~~recognize~~then ~~changes~~ in the ~~redemption~~Trust ~~value~~Account, ~~immediately as~~net ~~they occur and adjust the carrying amount~~ of ~~the~~taxes ~~instrument~~payable). toThere ~~equal~~will ~~the~~be no redemption ~~value~~rights atwith ~~the~~respect ~~end of each reporting period. The Company elected~~ to ~~recognize~~ the ~~changes immediately. While redemptions cannot cause the~~ Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the condensed consolidated balance sheets until such date that a redemption event takes placewarrants.

~~Redemptions~~ All of the ~~Company’s~~ Public Shares ~~may~~contain bea ~~subject~~redemption feature towhich allows for the ~~satisfaction~~redemption of ~~conditions,~~the ~~including~~Public ~~minimum~~Shares ~~cash~~in ~~conditions,~~connection ~~pursuant~~with ~~to an agreement relating to~~ the Company’s ~~initial~~liquidation, ~~Business~~if ~~Combination.~~there Ifis ~~the~~a ~~Company seeks~~ stockholder vote ~~approval~~or oftender ~~the~~offer ~~initial~~in ~~Business Combination,~~connection with the Company’s ~~will proceed with an~~ initial Business Combination ifand ain ~~majority~~connection ofwith certain amendments to the ~~shares~~Company’s ~~voted~~Sixth ~~are~~Amended ~~voted~~and inRestated ~~favor~~Certificate of ~~the initial~~Incorporation ~~Business~~(as ~~Combination,~~defined orbelow). ~~such~~In ~~other~~accordance ~~vote~~with asASC ~~required~~480-10-S99, byredemption provisions ~~law~~not orsolely ~~stock~~within ~~exchange~~the ~~rule.~~control Ifof a ~~stockholder~~company ~~vote~~require isCommon ~~not~~Stock ~~required~~subject ~~by applicable~~to ~~law~~redemption orto ~~stock~~be ~~exchange~~classified ~~listing~~outside ~~requirements~~of ~~and~~permanent equity. ~~the~~Given ~~Company~~that ~~does~~the ~~not~~Public ~~decide~~Shares towere ~~hold~~issued awith ~~stockholder~~other ~~vote~~freestanding ~~for~~instruments ~~business or other reasons~~(i.e., ~~the~~Public ~~Company~~Warrants ~~will,~~(as ~~pursuant~~defined toin ~~its~~Note ~~Fifth~~3)), ~~Amended~~the initial ~~and~~carrying ~~Restated~~value ~~Certificate~~ of ~~Incorporation,~~Common ~~conduct~~Stock ~~the~~classified ~~redemptions~~as ~~pursuant to~~temporary ~~the~~equity ~~tender~~was ~~offer~~the ~~rules~~allocated ofproceeds ~~the~~determined ~~U.S.~~in ~~Securities~~accordance ~~and~~with ~~Exchange~~Accounting Standards ~~Commission~~Codification (~~the~~ “~~SEC~~ASC”) ~~and~~470-20. ~~file~~The ~~tender~~Common ~~offer~~Stock ~~documents~~is ~~with the~~subject ~~SEC prior~~ to ~~completing~~ASC ~~an initial Business Combination~~480-10-S99. If, ~~however,~~it ~~stockholder~~is ~~approval~~probable ofthat the ~~transaction~~equity ~~is required by applicable~~instrument ~~law~~will orbecome ~~stock exchange listing requirements~~redeemable, or the Company ~~decides~~has ~~to obtain stockholder approval for business or other reasons,~~ the ~~Company~~ ~~will~~option ~~offer~~ to ~~redeem~~either ~~shares~~(i) inaccrete ~~conjunction~~changes ~~with~~in athe ~~proxy~~redemption ~~solicitation~~value ~~pursuant~~over to the ~~proxy~~period ~~rules~~from ~~and not pursuant to~~ the ~~tender~~date ~~offer~~of ~~rules.~~issuance If(or from the ~~Company~~date ~~seeks~~that ~~stockholder~~it ~~approval~~becomes inprobable ~~connection~~that ~~with~~the aninstrument ~~initial~~will ~~Business~~become ~~Combination~~redeemable, ~~the~~if ~~Sponsor~~later) ~~has agreed~~ to ~~vote~~ ~~its~~the ~~Founder~~earliest ~~Shares~~redemption date ~~(as~~of ~~defined~~the ininstrument ~~Note~~or 5(ii) ~~and~~recognize ~~any~~changes ~~Public~~in ~~Shares purchased during or after~~ the ~~Initial~~redemption ~~Public~~value ~~Offering~~immediately inas ~~favor~~they ~~of approving~~occur anand ~~initial~~adjust ~~Business~~the ~~Combination.~~carrying ~~Additionally,~~amount ~~each~~of ~~Public~~the instrument ~~Stockholder may elect~~ to ~~redeem~~equal ~~their~~the ~~Public~~redemption ~~Shares~~value ~~without~~at ~~voting, and~~the ifend ~~they~~of doeach ~~vote,~~reporting ~~irrespective~~period. ofThe ~~whether~~Company ~~they~~elected ~~vote~~to ~~for~~recognize ~~or against~~ the ~~proposed~~changes ~~transaction~~immediately.

~~Notwithstanding~~Redemptions of the Company’s Public Shares may be subject to the ~~foregoing~~satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the ~~Fifth~~Company’s initial ~~Amended~~Business ~~and~~Combination. ~~Restated~~If ~~Certificate~~the ofCompany ~~Incorporation~~seeks ~~provides~~stockholder ~~that~~approval aof ~~Public~~the ~~Stockholder~~initial Business Combination, ~~together~~the ~~with~~Company ~~any~~will ~~affiliate~~proceed with an initial Business Combination if a majority of ~~such~~the ~~stockholder~~shares orvoted ~~any~~are ~~other~~voted ~~person~~in ~~with~~favor ~~whom~~of the initial Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is ~~acting~~not inrequired ~~concert~~by applicable law or asstock exchange listing requirements and the Company does not decide to hold a ~~“group”~~stockholder ~~(as~~vote ~~defined~~for ~~under~~business or other reasons, the Company will, pursuant to its ~~Section~~Sixth 13Amended and Restated Certificate of Incorporation, conduct the ~~Securities~~redemptions ~~Exchange~~pursuant ~~Act~~to the tender offer rules of ~~1934,~~the asUnited ~~amended~~States Securities and Exchange Commission (the “~~Exchange Act~~SEC”)) and file tender offer documents with the SEC prior to completing an initial Business Combination. If, ~~will~~however, bestockholder ~~restricted~~approval ~~from~~of ~~redeeming~~the ~~its~~transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with ~~respect~~a proxy solicitation pursuant to ~~more~~the ~~than~~proxy anrules ~~aggregate~~and ofnot ~~15%~~pursuant orto ~~more~~the oftender offer rules. If the ~~Common~~Company ~~Stock~~seeks ~~sold~~stockholder approval in connection with an initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an initial Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without ~~the~~voting, ~~prior consent~~and if they do vote, irrespective of whether they vote for or against the ~~Company~~proposed transaction.

~~The Company’s~~Notwithstanding ~~Sponsor~~the foregoing, ~~officers~~the Sixth Amended and ~~directors~~Restated ~~(the~~Certificate ~~“Initial~~of ~~Stockholders”)~~Incorporation ~~agreed~~provides ~~not~~that toa ~~propose~~Public anStockholder, ~~amendment~~together towith ~~the~~any ~~Fifth Amended~~affiliate ~~and~~of ~~Restated~~such ~~Certificate~~stockholder ofor ~~Incorporation~~any ~~that~~other person ~~would~~with ~~affect~~whom ~~the~~such ~~substance~~stockholder oris ~~timing~~acting ofin ~~the~~concert ~~Company’s~~or ~~obligation~~as toa ~~redeem 100%~~“group” of(as ~~its~~defined ~~Public~~under ~~Shares~~Section if13 of the ~~Company~~Securities ~~does~~Exchange Act ~~not~~of ~~complete~~1934, anas ~~initial~~amended ~~Business~~(the ~~Combination~~“Exchange Act”)), ~~unless~~will ~~the~~be ~~Company~~restricted ~~provides~~from ~~the~~redeeming ~~Public~~its ~~Stockholders~~ shares with ~~the~~respect ~~opportunity~~ to ~~redeem~~more ~~their~~than ~~shares~~an aggregate of 15% or more of the Common Stock sold in ~~conjunction~~the ~~with~~Initial ~~any~~Public ~~such~~Offering, ~~amendment~~without the prior consent of the Company.

~~If the~~The Company’s ~~is unable to complete an initial Business Combination by July 19~~Sponsor, ~~2024~~officers ~~(assuming~~and ~~each of the Monthly Extension Options (as~~directors ~~defined below) are exercised,~~ (the “~~Combination~~Initial ~~Period~~Stockholders”), ~~the~~agreed ~~Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but~~ not ~~more~~to ~~than~~propose 10an ~~business~~amendment ~~days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal~~ to the ~~aggregate~~Sixth ~~amount~~Amended ~~then~~and onRestated ~~deposit~~Certificate inof ~~the Trust Account including interest earned on the~~Incorporation ~~funds~~that ~~held~~would inaffect the ~~Trust~~substance ~~Account~~or ~~and~~timing ~~not~~of ~~previously~~the ~~released~~Company’s toobligation us to ~~pay~~redeem ~~taxes (less up to $~~100~~,000~~% of ~~interest~~its ~~to pay dissolution expenses), divided by the number of then outstanding~~ Public Shares, ~~which~~if ~~redemption will completely extinguish Public Stockholders’ rights as stockholders (including~~ the ~~right~~Company todoes ~~receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly~~not ascomplete ~~reasonably~~an ~~possible~~initial ~~following~~Business ~~such redemption~~Combination, ~~subject~~unless to the ~~approval~~Company ofprovides ~~our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to obligations under Delaware law to provide for claims of creditors and~~ the ~~requirements of other applicable law. In such case,~~ Public Stockholders ~~may~~with ~~only receive $10.15 per share (~~the ~~amount~~opportunity ~~originally~~to ~~deposited~~redeem intheir ~~the Trust Account~~shares ~~upon the consummation~~ of ~~the~~Common ~~Initial~~Stock ~~Public Offering) and the warrants will expire worthless. In certain circumstances, Public Stockholders may receive less than $10.15 per share (the amount originally deposited~~ in ~~Trust~~conjunction ~~Account~~with ~~upon~~any ~~the~~such ~~consummation of the Initial Public Offering) on the redemption of their shares~~amendment.

If the Company is unable to complete an initial Business Combination by October 19, 2024 (assuming each of the July 2024 Monthly Extension Options (as defined below) are exercised, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, Public Stockholders may only receive $10.15 per share (the amount originally deposited in the Trust Account upon the consummation of the Initial Public Offering), and the warrants will expire worthless. In certain circumstances, Public Stockholders may receive less than $10.15 per share (the amount originally deposited in Trust Account upon the consummation of the Initial Public Offering) on the redemption of their Public Shares.

On July 16, 2024, the Company held a special meeting of the Company’s shareholders (the “July 2024 Special Meeting”). At the July 2024 Special Meeting, the Company’s shareholders approved (i) a proposal to amend our Fifth Amended and Restated Certificate of Incorporation (as defined below) to revise our then-existing extension option, which provided that the Company had the option of extending the period by which we must consummate a business combination by up to 18 months, from our Original Expiration Date of January 19, 2023 to the Third Amended Extended Date of July 19, 2024, to instead provide that we have the option to extend the period by which we must consummate a business combination by an additional three months, from the Third Amended Extended Date, or from July 19, 2024, to October 19, 2024 (the “Fourth Amended Extended Date”), with such extension option exercisable in three single-month increments (each such monthly extension option, a “July 2024 Monthly Extension Option”), for an additional three-month aggregate total extension period if each July 2024 Monthly Extension Option is exercised, and with each such July 2024 Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such July 2024 Monthly Extension Option being the 19th calendar day of each month and, for the avoidance of doubt, the first July 2024 Monthly Extension Option under the Sixth Amended and Restated Certificate of Incorporation being exercisable at any time on or prior to July 19, 2024), and (ii) a proposal to amend our Third Amended and Restated Investment Management Trust Agreement, dated December 19, 2023, by and between the Trustee and the Company (the “Third Amended and Restated Trust Agreement”), to provide that the Third Amended Extended Date of July 19, 2024 provided for in the Third Amended and Restated Trust Agreement, upon which assets held in the Trust Account will be liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of July 2024 Monthly Extension Option(s), up to and until the Fourth Amended Extended Date of October 19, 2024; provided that, in order to exercise a single July 2024 Monthly Extension Option, we must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of our Common Stock included in the units which were sold in our Initial Public Offering and which remain outstanding on the date of such deposit. The Company entered into the Fourth Amended and Restated Trust Agreement on July 16, 2024 with the Trustee. The Sixth Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on July 16, 2024.

The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period in connection with the consummation of the Initial Public Offering. However, if the Initial Stockholders decide to acquire Public Shares in addition to their Founder Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an initial Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete an initial Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be only $10.15 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination Agreement with Vaso Corporation

Business Combination Agreement

The Company entered into a business combination agreement (the “Vaso Business Combination Agreement”), dated as of December 6, 2023, with Vaso Corporation, a Delaware corporation (“Vaso”), and Achari Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Achari (“Merger Sub”). The Vaso Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Vaso (the “Merger”), with Vaso surviving as a wholly-owned subsidiary of the Company (the “Surviving Company”). Upon the closing of the Vaso Business Combination Agreement (the “Closing”), it is anticipated that the Company will change its name to “Vaso Holding Corporation” (or an alternative name chosen by Vaso and reasonably acceptable to the Company).

The Merger and the other transactions contemplated by the Vaso Business Combination Agreement are hereinafter referred to collectively as the “Vaso Business Combination.”

The Vaso Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Vaso and Merger Sub.

In connection with the Vaso Business Combination, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on January 8, 2024 (Registration No. 333-276422) (the “Registration Statement”). On February 2, 2024, the Company received a comment letter from the SEC regarding the Registration Statement. The Company responded to the SEC’s comment letter and amended the Registration Statement on February 14, 2024, accordingly. On March 8, 2024, the Company received a second comment letter from the SEC regarding the Registration Statement. The Company responded to the SEC’s comment letter and amended the Registration Statement on April 9, 2024, accordingly. On April 22, 2024, the Company received a third comment letter from the SEC regarding the Registration Statement. The Company responded to the SEC’s comment letter and amended the Registration Statement on April 30, 2024, accordingly. On May 9, 2024, the Company received a fourth comment letter from the SEC regarding the Registration Statement. ~~For~~The ~~additional~~Company ~~information~~responded to the SEC’s comment letter and amended the Registration Statement on May 28, 2024, accordingly. On June 10, 2024, the Company received a fifth comment letter from the SEC regarding the ~~Vaso~~Registration Statement. The Company responded to the SEC’s comment letter and amended the Registration ~~Business~~Statement ~~Combination~~on June 14, ~~please~~2024, ~~see~~accordingly. On June 24, 2024, the Company received a sixth comment letter from the SEC regarding the Registration Statement. The Company responded to the SEC’s comment letter and amended the Registration Statement on July 5, as2024, accordingly. The Company filed a further amended Registration Statement on each of (i) July 18, 2024, which Registration Statement was deemed filed on July 19, 2024; (ii) July 25, 2024; and (iii) August 1, 2024, accordingly.

On August 5, 2024, the Registration Statement was declared effective. On August 7, 2024, the Company filed a definitive joint proxy statement/prospectus (the “Definitive Proxy Statement”) with respect to an extraordinary general meeting (the “Extraordinary General Meeting”) of the Company’s stockholders which is being convened so that the Company’s stockholders may vote upon certain proposals, including with respect to approval of the previously announced transactions contemplated by the Vaso Business Combination Agreement. The Extraordinary General Meeting shall be held virtually at 1:00 p.m. Eastern Time on August 26, 2024 at https://www.cstproxy.com/acharivc/bc2024 and the record date for determining those stockholders who shall be entitled to vote at the Extraordinary General Meeting was August 8, 2024. For additional information regarding the Vaso Business Combination and the Extraordinary General Meeting, please see the Registration Statement, as amended, and the Definitive Proxy Statement, respectively.

Consideration and Structure

In accordance with the terms and subject to the ~~conditions~~ conditions of the Vaso Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and ~~extinguished~~ extinguished and converted into one share of common stock, par value $0.01 per share, of the Surviving Company; and (ii) each share of common stock, par value $0.001 per share, of Vaso (each, a “Vaso Share”) (excluding any dissenting shares and any Vaso Shares held immediately prior to the Effective Time by Vaso as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into the right to receive a number of shares of the Company’s Common Stock, par value $0.0001 per share ~~(the “Achari Shares”)~~, in accordance with an exchange ratio equal to (i) the quotient of (a) $176,000,000, divided by (b) the fully-diluted shares of Vaso common stock outstanding on the date of the calculation, divided by (ii) $10.00. The Vaso Business Combination is expected to close in the ~~second~~third quarter of 2024, following the receipt of the required approval by the stockholders of ~~the~~ the Company and Vaso.

Representations and Warranties; Covenants

The parties to the Vaso Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Vaso Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company, Vaso and their respective subsidiaries during the period between execution of the Vaso Business Combination Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Vaso Business Combination Agreement will terminate at Closing, except for those covenants and agreements that, by their respective terms, contemplate performance after Closing. Each of the parties to the Vaso Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate the Vaso Business Combination.

Conditions to Closing

The obligations of the Company and Vaso to consummate the Vaso Business Combination are subject to the fulfillment or waiver of certain closing conditions, including, but not limited to: (i) no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Vaso Business Combination Agreement being in effect; (ii) the approval and adoption of the Vaso Business Combination Agreement and the transactions contemplated thereby by the requisite vote of the Company’s and Vaso’s stockholders; (iii) the registration statement/proxy statement to be filed by the Company relating to the Vaso Business Combination Agreement and the Vaso Business Combination becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to the registration statement/proxy statement to be filed by the Company relating to the Vaso Business Combination Agreement and the Vaso Business Combination, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; (iv) the Certificate of Merger having been accepted for filing by the Secretary of State of the State of Delaware; and (v) the absence of the occurrence of a material adverse effect on the part of the Company and/or Vaso.

Termination

The Vaso Business Combination Agreement may be terminated under customary and limited circumstances prior to the Closing, including, but not limited to: (i) by mutual consent of the Company and Vaso; (ii) by either the Company or Vaso if there is a law or governmental order in effect prohibiting the Vaso Business Combination; provided that this right shall not be available to the party whose breach of any of its representations, warranties, covenants or agreements under the Vaso Business Combination Agreement results in or is the primary cause of such law or governmental order; and (iii) by either the Company or Vaso if the Merger is not consummated on or before May 30, 2024, which date shall be extended automatically for up to thirty (30) days to the extent the parties to the Vaso Business Combination Agreement are continuing to work in good faith toward the Closing.

The foregoing description of the Vaso Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Vaso Business Combination Agreement, a form of which is attached as Exhibit 2.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024, and the terms of which are incorporated herein by reference.

The Vaso Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the agreement among such parties and are subject to important qualifications and limitations agreed to by such parties in connection with negotiating such agreement. The representations, warranties and covenants in the Vaso Business Combination Agreement are also modified in important part by the underlying disclosure schedules, which are not filed publicly, and which are subject to a contractual standard of materiality different from that generally applicable to stockholders, and which were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company and Vaso believe that these disclosure schedules do not contain information that is material to an investment or voting decision.

Other Agreements

Sponsor Letter Agreement

The Vaso Business Combination Agreement contemplates that, at or prior to the Closing, the Sponsor, will enter into a Sponsor Letter Agreement with the Company, Vaso and the other parties thereto (the “BCA Sponsor Letter Agreement”), which (among other things) outlines the transfer of Founder Shares and Private Placement Warrants by the Sponsor to the Company, and also provides for guidelines of restrictions and agreements regarding voting, redemption and disposition of these securities. Pursuant to the BCA Sponsor Letter Agreement, the Sponsor is to return 1,750,000 Founder Shares and 6,133,000 Private Placement Warrants to the Company at the time of the initial Business Combination. The agreement also includes representations and warranties by the parties involved and conditions for termination in compliance with the Vaso Business Combination Agreement.

The foregoing description of the BCA Sponsor Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Sponsor Letter Agreement, a form of which is attached as Exhibit 10.1 to the Annual Report, and the terms of which are incorporated herein by reference.

Put Option Agreement

The Vaso Business Combination Agreement contemplates that, simultaneously with the Closing, the Sponsor, the Company and Vaso will enter into a Put Option Agreement (the “Put Option Agreement”), which (among other things) governs the transfer and exercise of put options for certain shares and provides a framework for the transfer and exercise of these put options, outlining specific conditions and procedures for their exercise. The Sponsor will then gain the right to put up to 750,000 Class A Common Stock, par value $0.0001 per share, of the post-Vaso Business Combination company at $8.00 per share (the “Achari Put Options”). If the Closing occurs, then Vaso shall pay, or cause to be paid up to $4,500,000 of all Unpaid SPAC Expenses (as defined in the Vaso Business Combination Agreement). If Vaso pays, or causes to be paid, more than $2,250,000 of Unpaid SPAC Expenses, then (i) the number of shares subject to the Achari Put Options shall be reduced by a number of shares equal to the quotient of the excess amount divided by $8.00 and (ii) the number of shares that the holder of such Achari Put Options is to maintain as a result of the BCA Sponsor Letter Agreement shall be reduced from 750,000 by a number of shares equal to the quotient of the Additional Unpaid SPAC Expenses Amount (as defined in the Put Option Agreement) divided by $8.00. The form of Put Option Agreement was subsequently amended to provide that Vaso may terminate the Business Combination Agreement if Unpaid SPAC Expenses exceed $4,500,000; provided, however, if the Business Combination Agreement is not terminated, then (i) the number of shares subject to the Achari Put Options shall be reduced by a number of shares equal to the quotient of the excess amount over $4,500,000 divided by $5.00, and (ii) the number of shares that the holder of such options is required to maintain as a result of the Sponsor Letter Agreement shall be further reduced by a number of shares equal to the quotient of the excess amount over $4,500,000 divided by $5.00. The holders of such Achari Put Options may exercise them in certain periods: the initial put exercise period, which shall begin 12 months after the consummation of the initial Business Combination and end three months thereafter, and the second put exercise period, which shall begin three months after the start of the initial put exercise period and end three months thereafter. During these periods, they can sell up to 50% of the Achari Put Option shares to the Company, with unexercised options expiring at the end of each period. The Sponsor retains sole responsibility for any cash proceeds resulting from exercising these Achari Put Options. If market conditions permit, (i) the holders of the Achari Put Option shares may sell these shares prior to the expiration of the lock-up period described in the Put Option Agreement, and (ii) the post-Vaso Business Combination company may require the mandatory sale to the post-Vaso Business Combination company of Achari Put Option shares.

The foregoing description of the Put Option Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Put Option Agreement, a form of which is attached as Exhibit 10.2 to the Annual Report, and the terms of which are incorporated herein by reference.

Amended and Restated Registration Rights Agreement

The Vaso Business Combination Agreement contemplates that, simultaneously with the Closing, the Company and certain security holders and/or executive officers and directors of the Company and Vaso will enter into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), which serves to register certain shares, such as Founder Shares and common shares underlying the Private Placement Warrants, for resale under the Securities Act. Such agreement details provisions for shelf registrations, including the filing of Registration Statements (Form S-1 Shelf or Form S-3 Shelf), maintaining shelf effectiveness, amendments and subsequent registrations for resale of registrable securities. Additionally, such agreements outline the Company’s obligations to facilitate the disposition of registrable securities, including preparing registration statements, obtaining qualifications under securities laws, ensuring prospectus accuracy, and indemnifying holders against losses arising from any inaccuracies in the offering documents.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Registration Rights Agreement, a form of which is attached as Exhibit 10.3 to the Annual Report, and the terms of which are incorporated herein by reference.

Lockup Agreement

In connection with the Closing, certain security holders of the Company and Vaso will enter into a Lockup Agreement (the “Lockup Agreement”), pursuant to which (among other things), such security holders will be subject to a proposed 365-day lock-up period, during which such holders irrevocably agree they will not (i) transfer, offer, sell, contract or agree to sell, pledge, assign, hypothecate, grant any option to purchase or otherwise dispose of, directly or indirectly, any shares of the Company’s capital stock, enter into a transaction that would have the same effect or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash or otherwise, publicly disclose the intention to enter into a transaction specified or similar to the foregoing, or engage in any Short Sales (as defined therein) with respect to any security of the Company. The Put Option Agreement provides a leak out from the lock-up in limited circumstances based on market conditions.

The foregoing description of the Lockup Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lockup Agreement, a form of which is attached as Exhibit 10.4 to the Annual Report, and the terms of which are incorporated herein by reference.

Director Indemnification Agreements

In connection with the Closing, each of the individuals designated to be members of the board of directors of the Company will enter into a Director Indemnification Agreement with the Company (collectively, the “Director Indemnification Agreements,” and each, a “Director Indemnification Agreement”).

The foregoing description of the Director Indemnification Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Director Indemnification Agreement, a form of which is attached as Exhibit 10.5 to the Annual Report, and the terms of which are incorporated herein by reference.

Vaso Support Agreement

Concurrently with the execution of the Vaso Business Combination Agreement, the Company, Vaso and certain security holders of Vaso have entered into support agreements committing them to vote in favor of the Vaso Business Combination (the “Support Agreements”), pursuant to which such security holders agreed to, among other things, (i) waive any appraisal rights or dissenter rights in connection with the Vaso Business Combination, and (ii) consent to and vote in favor of the Vaso Business Combination Agreement and the transactions contemplated thereby (including the Vaso Business Combination).

The foregoing description of the Support Agreements is subject to and qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is attached as Exhibit 10.6 to the Annual Report, and the terms of which are incorporated herein by reference.

Extension of Deadline to Consummate an Initial Business Combination

On December 22, 2022, the Company reconvened a special meeting of the Company’s shareholders (the “December 2022 Special Meeting”), which had initially been adjourned on December 19, 2022. At the reconvened December 2022 Special Meeting, the Company’s shareholders approved (i) an amendment to the Company’s then-existing amended and restated certificate of incorporation, which amended an option included in the Company’s then-existing amended certificate of incorporation, and which had provided the Company the ability to extend the deadline by which the Company must consummate an initial Business Combination by up to three months, or from January 19, 2023 to April 19, 2023, to instead provide for an extension to consummate an initial Business Combination by up to six months, or from January 19, 2023 to July 19, 2023 (the “Original Amended Extended Date”) and (ii) an amendment to the Company’s Investment Management Trust Agreement to provide that the Company may extend the time period to complete an initial Business Combination up to and until the Original Amended Extended Date on a monthly basis, by, at the Company’s option, depositing into the Company’s Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of the Company’s Common Stock which remains outstanding as of the date of such monthly deposit (the “Original Monthly Extension Option”). The Original Monthly Extension Option was exercisable by the Company in six single-month increments. ~~As of June 15, 2023, the Company had exercised each of the six Original Monthly Extension Options available to it.~~

10On July 12, 2023, the Company’s shareholders approved at a special meeting of the Company’s shareholders (the “July 2023 Special Meeting”) (i) an amendment to the Company’s then-existing amended and restated certificate of incorporation, which amended an option included in the Company’s then-existing amended and restated certificate of incorporation that provided the Company the ability to extend the deadline by which the Company must consummate an initial Business Combination by up to six months, or from January 19, 2023 to July 19, 2023 (the “Second Amended Extended Date”), to instead provide for an extension to consummate an initial Business Combination by up to an additional six months, or from July 19, 2023 to January 19, 2024, and (ii) an amendment to the Company’s Amended and Restated Investment Management Trust Agreement to provide that the Company may extend the time period to complete an initial Business Combination up to and until the Second Amended Extended Date on a monthly basis, at the Company’s option, by depositing into the Company’s Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of the Company’s Common Stock which remains outstanding as of the date of such monthly deposit (the “July 2023 Monthly Extension Option”).

On July 12, 2023, the Company’s shareholders approved at a special meeting of the Company’s shareholders (the “July Special Meeting”) (i) an amendment to the Company’s then-existing amended and restated certificate of incorporation, which amended an option included in the Company’s then-existing amended and restated certificate of incorporation that provided the Company the ability to extend the deadline by which the Company must consummate an initial Business Combination by up to six months, or from January 19, 2023 to July 19, 2023 (the “Second Amended Extended Date”), to instead provide for an extension to consummate an initial Business Combination by up to an additional six months, or from July 19, 2023 to January 19, 2024, and (ii) an amendment to the Company’s Amended and Restated Investment Management Trust Agreement to provide that the Company may extend the time period to complete an initial Business Combination up to and until the Second Amended Extended Date on a monthly basis, at the Company’s option, by depositing into the Company’s Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of the Company’s Common Stock which remains outstanding as of the date of such monthly deposit (the “July 2023 Monthly Extension Option”). The July 2023 Monthly Extension Option is exercisable by the Company in six single-month increments.

On July 17, 2023, the Sponsor transferred 927,600 shares of Common Stock issued by the Company to the Sponsor (the “Founder Shares”) to certain members of the Sponsor. As a result of such transfer, as of July 17, 2023, 1,572,400 Founder Shares were held directly by the Sponsor and 927,600 Founder Shares were held directly by certain members of the Sponsor.

On December 18, 2023, the Company held a special meeting in lieu of an annual meeting of the Company’s shareholders (the “December 2023 Special Meeting”). At the Special Meeting, the Company’s shareholders approved (i) a proposal ~~(the “December 2023 Charter Amendment Proposal”)~~ to amend the Company’s ~~Fourth~~then-existing ~~Amended~~amended and ~~Restated~~restated ~~Certificate~~ certificate of ~~Incorporation~~incorporation to revise the Company’s then -existing extension option, which provided that the Company had the option of extending the period by which it must consummate an initial Business Combination by up to 12 months, from the original expiration date of January 19, 2023 (the “Original Expiration Date”), to January 19, 2024 (the “Second Amended Extended Date”), to instead provide that the Company ~~will have~~had the option to extend the period by which it must consummate an initial Business Combination by an additional six months, from the Second Amended Extended Date, or from January 19, 2024, to July 19, 2024 (the “Third Amended Extended Date”), with such extension option exercisable in six single-month increments (each such monthly extension option, a “~~Monthly~~December 2023 Monthly Extension Option”), for an additional six-month aggregate total extension period if each December 2023 Monthly Extension Option is was exercised, and with each such December 2023 Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such December 2023 Monthly Extension Option being the 19th calendar day of each month); (ii) a proposal ~~(the “Redemption Limitation Amendment Proposal”)~~ to amend the Company’s ~~Fourth~~then-existing ~~Amended~~amended and ~~Restated~~restated ~~Certificate~~certificate of ~~Incorporation~~incorporation to eliminate a limitation therein providing that the Company shall not redeem Public Shares (as defined below) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 following any such redemptions (the “Redemption Limitation”), in order to allow the Company to redeem Public Shares irrespective of whether the amount of such redemptions would breach the Redemption ~~Limitation~~ Limitation if the Company so chooses in its sole discretion; and (iii) a proposal ~~(the “Trust Amendment Proposal”)~~ to amend the Company’s Second Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between the Trustee and the Company (the “Second Amended and Restated Investment Management Trust Agreement”), to provide that the Second Amended Extended Date provided for in the Second Amended and Restated Investment Management Trust Agreement, upon which assets held in the Trust Account established in connection with the Company’s Initial Public Offering will be liquidated if it has not consummated an initial Business Combination, may be extended, at the Company’s option, and on a monthly basis, pursuant to the exercise of December 2023 Monthly Extension Option(s), up to and until the Third Amended Extended Date of July 19, 2024; provided that, in order to exercise a single December 2023 Monthly Extension Option, the Company must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of Common Stock included in the Units which were sold in the Initial Public Offering and which remain outstanding on the date of such deposit. The Company entered into the ~~Third~~ ~~Amended and Restated Investment Management Trust Agreement (the “~~Third Amended and Restated Trust Agreement”) on December 19, 2023 with Continental Stock Transfer & Trust Company. The Company’s Fifth Amended and Restated Certificate of Incorporation (the “Fifth Amended and Restated Certificate of Incorporation”) was deemed effective on December 19, 2023 and was promptly filed with the Delaware Secretary of State.

On April 15, 2024, the Company notified the Trustee that it was extending the time available to the Company to consummate its initial Business Combination, from April 19, 2024 to May 19, 2024 (the “Fourth Extension”), pursuant to and in accordance with the terms of the Company’s Fifth Amended and Restated Certificate of Incorporation and the Third Amended and Restated Trust Agreement. The Fourth Extension is the fourth of up to six (6) Monthly Extension Options permitted under the Company’s Fifth Amended and Restated Certificate of Incorporation and Third Amended and Restated Trust Agreement.12

11On July 16, 2024, the Company held the July 2024 Special Meeting. At the July 2024 Special Meeting, the Company’s shareholders approved (i) a proposal to amend our Fifth Amended and Restated Certificate of Incorporation to revise our then-existing extension option, which provided that the Company had the option of extending the period by which we must consummate a business combination by up to 18 months, from our Original Expiration Date of January 19, 2023 to the Third Amended Extended Date of July 19, 2024, to instead provide that we have the option to extend the period by which we must consummate a business combination by an additional three months, from the Third Amended Extended Date, or from July 19, 2024, to the Fourth Amended Extended Date of October 19, 2024, with such July 2024 Monthly Extension Option exercisable in three single-month increments, for an additional three-month aggregate total extension period if each July 2024 Monthly Extension Option is exercised, and with each such July 2024 Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such July 2024 Monthly Extension Option being the 19th calendar day of each month and, for the avoidance of doubt, the first July 2024 Monthly Extension Option under the Sixth Amended and Restated Certificate of Incorporation being exercisable at any time on or prior to July 19, 2024), and (ii) a proposal to amend our Third Amended and Restated Trust Agreement, to provide that the Third Amended Extended Date of July 19, 2024 provided for in the Third Amended and Restated Trust Agreement, upon which assets held in the Trust Account will be liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of July 2024 Monthly Extension Option(s), up to and until the Fourth Amended Extended Date of October 19, 2024; provided that, in order to exercise a single July 2024 Monthly Extension Option, we must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of our common stock included in the units which were sold in our Initial Public Offering and which remain outstanding on the date of such deposit. The Company entered into the Fourth Amended and Restated Trust Agreement on July 16, 2024 with the Trustee. The Sixth Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on July 16, 2024.

~~Pursuant to~~On ~~the~~July ~~terms~~16, of2024, the Company’s ~~Fifth~~notified ~~Amended~~the ~~and~~Trustee that ~~Restated~~it ~~Certificate~~was ofextending ~~Incorporation~~the ~~and~~time ~~Third~~available ~~Amended~~to ~~and~~the ~~Restated~~Company ~~Trust~~to ~~Agreement, on~~consummate ~~April~~its ~~18,~~initial ~~2024~~Business Combination, ~~with~~from ~~respect~~July to19, ~~the~~2024 ~~exercise~~to ofAugust 19, 2024 (the ~~Fourth~~“First Extension”), ~~the~~pursuant ~~Company~~to ~~deposited~~and ~~$22,038~~in ~~into~~accordance with the terms of the Company’s ~~Trust Account~~Sixth inAmended ~~connection~~and ~~with~~Restated Certificate ~~the~~of ~~exercise~~Incorporation ofand the Fourth ~~Extension.~~Amended ~~Such~~and ~~deposit~~Restated ~~with~~Trust ~~respect~~Agreement. toThe First Extension is the ~~Fourth~~first ~~Extension~~of ~~was~~up ~~made~~to ~~using~~three ~~funds~~(3) ~~held~~Monthly ~~outside~~Extension ofOptions permitted under the Company’s ~~Trust~~Sixth ~~Account~~Amended and ~~available~~Restated toCertificate ~~the~~of ~~Company~~Incorporation toand ~~fund~~Fourth ~~working~~Amended and ~~capital~~Restated ~~requirements~~Trust Agreement.

Pursuant to the terms of the Company’s Sixth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Trust Agreement, on July 16, 2024, with respect to the exercise of the First Extension, the Company deposited $12,360 into the Company’s Trust Account in connection with the exercise of the First Extension. Such deposit with respect to the First Extension was made using funds held outside of the Company’s Trust Account and available to the Company to fund working capital requirements.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

In order to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, ~~the~~and ~~Company~~in ~~has~~connection ~~decided that~~with in the ~~event~~approval ~~that~~of the ~~Proposals~~proposals ~~are~~set ~~approved~~forth ~~and~~in ~~implemented~~the asdefinitive proxy ~~described~~statement infiled by the ~~Definitive~~Company ~~Proxy~~on ~~Statement~~November 25, 2022, the Company has decided that the funds in trust, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022, and prior to or in connection with aan initial Business Combination or liquidation of the Company and which result from the ~~implementation~~ implementation of the Inflation Reduction Act of 2022.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, the Company had cash of $106,~~524~~ 331 in its operating bank account and $6,~~194~~341,~~997~~544 of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith. As of ~~March~~June 3130, 2024, approximately $79159,~~139~~573 of the amount on deposit in the Trust Account represented interest and dividend income from investments, which is available to pay the Company’s tax obligations. The proceeds held in the Trust Account were previously invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations until the 24-month anniversary of the Initial Public Offering, when, to mitigate the potential risk that we could be deemed to be an investment company under the Investment Company Act, we instructed the Trustee of the Trust Account to liquidate such investments and to hold such funds in cash or in interest-bearing demand deposit accounts at a national bank.

The Company originally had until January 19, 2023 to consummate its initial Business Combination, with an option to extend such deadline to April 19, 2023 by depositing certain funds into the Trust Account. On December 22, 2022, in the December 2022 Special Meeting of the Company’s shareholders, the Company adopted the Third Amended and Restated Certificate of Incorporation and Amended and Restated Investment Management Trust Agreement to provide for the Original Monthly Extension Options, which ~~provide~~provided the deadline to consummate an initial Business Combination ~~will~~could be extended until, as further described in Note 1 of the condensed consolidated financial statements, July 19, 2023 (which is 21 months from the October 19, 2021 closing of the Initial Public Offering). On July 12, 2023, in the July 2023 Special Meeting of the Company’s shareholders, the Company adopted the Fourth Amended and Restated Certificate of Incorporation and Second Amended and Restated Investment Management Trust Agreement to provide for the July 2023 Monthly Extension Options, which ~~provide~~provided the deadline to consummate an initial Business Combination ~~will~~could be extended until, as further described in Note 1 of the condensed consolidated financial statements, January 19, 2024 (which is 27 months from the October 19, 2021 closing of the Initial Public Offering). On December 18, 2023, in the December 2023 Special Meeting of the Company’s shareholders, the Company adopted the Fifth Amended and Restated Certificate of Incorporation and Third Amended and Restated Trust Agreement to provide for the December 2023 Monthly Extension Options, which ~~provide~~ provided the deadline to consummate an initial Business Combination ~~will~~could be extended until, as further described in Note 1 of the condensed consolidated financial statements, July 19, 2024 (which is 33 months from the October 19, 2021 closing of the Initial Public Offering). ~~Until~~On July 16, 2024, in the July 2024 ~~consummation~~Special Meeting of the Company’s shareholders, the Company adopted the Sixth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Trust Agreement to provide for the July 2024 Monthly Extension Options, which provides that the deadline to consummate an initial Business Combination may be extended until, as further described in Note 1 of the condensed consolidated financial statements, October 19, 2024 (which is 36 months from the October 19, 2021 closing of the Initial Public Offering). Until the consummation of an initial Business Combination, the Company is and will continue to use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the initial Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.

1214

Management has determined that the mandatory liquidation and subsequent dissolution described above, should the Company be unable to complete an initial Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 29, 2024. The interim results for the three and six months ended ~~March~~June 3130, 2024 are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of ~~financial~~condensed consolidated financial statements in conformity with ~~U.S.~~ GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~March~~June 3130, 2024 and December 31, 2023.

Cash held in the Trust Account

At ~~March~~ 31June 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash. The proceeds held in the Trust Account were previously invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations until the 24-month anniversary of the Initial Public Offering, when, to mitigate the potential risk that we could be deemed to be an investment company under the Investment Company Act, we instructed the Trustee of the Trust Account to liquidate such investments and to hold such funds in cash or in interest-bearing demand deposit accounts at a national bank.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. AtAny ~~March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account; however, any~~ loss incurred or any lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9).

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2024 and year ended December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.16

~~The~~ASC 740 prescribes a recognition threshold and ~~Company’s~~a ~~effective~~measurement attribute for the financial statement recognition and measurement of tax ~~rate~~positions ~~expense~~taken isor (2expected to be taken in a tax return.~~37)~~ %For ~~for~~those ~~the~~benefits ~~three~~to ~~months~~be ~~ended~~recognized, ~~March~~a 31tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax ~~rate~~benefits ~~differs~~as ~~from~~income tax expense. No amounts were accrued for the ~~statutory rate~~payment of ~~21%~~interest and penalties for the three and six months ended ~~March~~June 3130, 2024 ~~due~~and toyear ~~change~~ended December 31, 2023. The Company is currently not aware of any issues under review that could result in ~~valuation~~significant ~~allowance~~payments, onaccruals ~~deferred~~or material deviation from its position. The Company is subject to income tax ~~assets~~examinations by major taxing authorities since inception. As of June 30, 2024 and ~~change~~December in31, ~~fair~~2023, the Company’s deferred tax asset had a full ~~value~~valuation ofallowance ~~warrant~~recorded ~~liability~~against it.

14The Company’s effective tax rate expense is (1.45)% and (1.80)% for the three and six months ended June 30, 2024. The tax rate differs from the statutory rate of 21% for the three and six months ended June 30, 2024 due to change in valuation allowance on deferred tax assets and change in fair value of warrant liability.

Common Stock Subject to Possible Redemption

The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~March~~June 3130, 2024 and December 31, 2023, 550,941 shares of Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid-in capital and accumulated deficit.

At ~~March~~ 31June 30, 2024 and December 31, 2023, the Common Stock subject to possible redemption reflected in the condensed consolidated balance sheets is reconciled in the following table:

Gross proceeds	$	100,000,000
Less:
Proceeds allocated to Public Warrants		(11,900,000	)
Common Stock issuance costs		(5,322,219	)
Plus: Remeasurement of carrying value to redemption value		18,722,219
Common Stock subject to possible redemption as of December 31, 2021	$	101,500,000
Less:
Redemption of Common Stock		(57,810,572	)
Common Stock redemption payable		(34,198,758	)
Plus: Remeasurement of carrying value to redemption value		998,892
Common Stock subject to possible redemption as of December 31, 2022	$	10,489,562
Redemption of Common Stock		(4,955,663	)
Plus: Remeasurement of carrying value to redemption value		515,846
Common Stock subject to possible redemption as of December 31, 2023	$	6,049,745
Plus: Remeasurement of carrying value to redemption value		~~145~~291,~~252~~799
Common Stock subject to possible redemption as of March 31, 2024	$	6,194,997
Common Stock subject to possible redemption as of June 30, 2024	$	6,341,544

Net loss per Common Stock

The Company has one class of shares. Public Warrants (as defined below) (see Note 7) and Private Placement Warrants (see Note 4 and 8) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. At ~~March~~June 3130, 2024, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the periods ended ~~March~~June 3130, 2024 and December 31, 2023, because they are contingently exercisable and the contingencies have not yet been met. As a result, diluted net loss per share of Common Stock is the same as basic net loss per shares of Common Stock for the periods. The ~~table~~tables below ~~presents~~ present a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of stock.

	For the three months ended June 30, 2024
	2024			2023
Basic and diluted net loss per share:
Numerator:
Allocation of net loss, including remeasurement of temporary equity	$	(871,037	)	$	(544,667	)
Denominator:
Weighted average shares outstanding		3,050,941			3,519,465
Basic and dilution net loss per share	$	(0.29	)	$	(0.15	)

	For the three months ended March 31
	For the six months ended June 30, 2024
	2024			2023
	Common Stock
Basic and diluted net loss per share:
Numerator:
Allocation of net loss, including remeasurement of temporary equity	$	(~~530~~1,~~177~~401,214	)	$	(~~946~~1,~~841~~491,508	)
Denominator:
Weighted average shares outstanding		3,050,941			3,519,465
Basic and dilution net loss per share	$	(0.1746	)	$	(0.2742	)

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, ‘Derivatives and Hedging’ (“ASC 815”). The assessment considers whether the instruments are free-standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and the Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.

Recent Accounting Pronouncements

The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statement as a result of future adoption.

Note 3 - Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Public Share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase three quarters of one share of Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Note 4 - Private Placement Warrants

On October 19, 2021, simultaneously with the consummation of the Initial Public Offering, the Company consummated the issuance and sale of 7,133,333 Private Placements Warrants in a private placement transaction at a price of $0.75 per Private Placement Warrant, generating gross proceeds of $5,350,000. Each whole Private Placement Warrant will be exercisable to purchase three quarters of one share of Common Stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless.

Note 5 - Related Party Transactions

Founder Shares

In February 2021, the Sponsor paid an aggregate purchase price of $25,000, or approximately $0.009 per share, in consideration of 2,156,250 shares of Common Stock to cover certain expenses of the Company (the “Founder Shares”). In June 2021, the Company effected a 1.3333-for-1.0 stock split of our Common Stock, resulting in the Sponsor owning an aggregate of 2,875,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The over-allotment was not exercised and such shares were forfeited.

The Sponsor agreed that it will not transfer, assign or sell any Founder Shares until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of the Business Combination and the date on which the closing price of the Company’s Common Stock exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination and (2) with respect to the remaining 50% of the shares, six months after the date of the consummation of our Business Combination, or earlier, in either case, if, subsequent to our Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property.

Related Party Loans

On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Unsecured Promissory Note”), pursuant to which the Company borrowed up to an aggregate principal amount of $300,000. The Unsecured Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Unsecured Promissory Note was repaid as of March 31, 2022.

On July 18, 2023, the Company and the Sponsor entered into a non-interest-bearing loan agreement whereby the Company issued a promissory note (the “Note”) to the Sponsor pursuant to which the Company may borrow up to $1,500,000 in cash from time to time to fund working capital requirements, including with respect to the funding of Monthly Extension Options. The current principal amount of the Note is payable on the earlier of (a) the consummation of a Business Combination and (b) the date of the liquidation of the Company. If a Business Combination is not consummated, this Note will be repaid solely to the extent that the Company has funds available to it outside of the Trust Account and all other amounts will be forfeited, eliminated or otherwise forgiven. As of ~~March~~June 3130, 2024 and December 31, 2023, the amount outstanding under the Note was $825,975 and $582,000 respectively, as reflected on the Company’s condensed consolidated balance sheets included herein under the caption ‘Note Payable-related party’.

In addition, in order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2024, and December 31, 2023, the Company had no borrowings under the Working Capital Loans.19

In addition, in order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2024, and December 31, 2023, the Company had no borrowings under the Working Capital Loans.

Note 6 - Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants issued upon conversion of Working Capital Loans (and any shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to an agreement entered into in connection with the Company’s Initial Public Offering requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands, except short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the closing of the Company’s Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The option was not exercised during such 45-day period and expired.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commission of $0.35 per Unit, or $3,500,000 from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Excise tax payable

The Company held at the December 2022 Special Meeting, at which holders of 8,980,535 shares of Common Stock of the Company exercised their right to redeem their shares for cash at an approximate redemption price of $10.24 per share, resulting in an aggregate payment due to such redeeming holders of approximately $92,009,330 (the “December 2022 Redemptions”). On December 22, 2022, the Company issued a withdrawal instruction to the trustee of the Trust Account to redeem such aggregate amount in full in connection with the payment to such redeeming holders. However, the Company was informed by the trustee of the Trust Account that as of December 31, 2022, only $57,810,572 had been withdrawn in connection with such payments, and that the balance of $34,198,758 had been withdrawn and paid to the balance of the redeeming shareholders in January 2023.

At the July 2023 Special Meeting, the Company has been advised that holders of 381,144 shares of Common Stock of the Company exercised their right to redeem their shares for cash at an approximate price of $10.50 per share, for an aggregate payment of approximately $4,002,722. The Company has recorded excise tax liability of $40,027 in connection with such redemption.

Additionally, at the December 2023 Special Meeting, the Company has been advised that holders of 87,380 shares of Common Stock of the Company exercised their right to redeem their shares for cash at an approximate price of $10.90 per share, for an aggregate payment of approximately $952,940. The Company has recorded excise tax liability of $9,529 in connection with such redemption. The referenced current liability does not impact the condensed consolidated statements of operations during the referenced period and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. Additionally, this excise tax liability may be offset by future share issuances within the same fiscal year as the liability was recorded, which will be evaluated and adjusted in the period in which the issuances, if any, occur. As the Company has previously disclosed, the Company will not use funds in trust in connection with the payment of any excise tax liabilities imposed by the IR Act.20

At the December 2023 Special Meeting, the Company has been advised that holders of 87,380 shares of Common Stock of the Company exercised their right to redeem their shares for cash at an approximate price of $10.90 per share, for an aggregate payment of approximately $952,940. The Company has recorded excise tax liability of $9,529 in connection with such redemption.

At the July 2024 Special Meeting, the Company has been advised that holders of 241,931 shares of Common Stock of the Company exercised their right to redeem their shares for cash at an approximate price of $11.46 per share, for an aggregate payment of approximately $2,772,000. The Company has recorded excise tax liability of $2,772 in connection with such redemption.

The referenced current liability does not impact the condensed consolidated statements of operations during the referenced period and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. Additionally, this excise tax liability may be offset by future share issuances within the same fiscal year as the liability was recorded, which will be evaluated and adjusted in the period in which the issuances, if any, occur. As the Company has previously disclosed, the Company will not use funds in trust in connection with the payment of any excise tax liabilities imposed by the Inflation Reduction Act of 2022.

Notes payable-others

Pursuant to the BCA Sponsor Letter Agreement between Vaso, the Company and the Sponsor, Vaso has agreed to provide certain working capital financial support to the Company. Accordingly, Vaso has been providing certain financial support to cover operations and make monthly extension payments. All funds provided to the SPAC pursuant to the BCA Sponsor Letter Agreement are on an interest free basis, and, in the event that the BCA terminates in accordance with its terms prior to the Closing, any such Advanced Funds which have not been (i) used to make payments, (ii) distributed to third parties, or (iii) otherwise used by the SPAC in connection with or for the purposes related to the transactions contemplated by the BCA, prior to any such termination shall become due and payable upon such termination. As of June 30, 2024 and December 31, 2023, the amount outstanding under the Note was $342,647 and $0 respectively, as reflected on the Company’s condensed consolidated balance sheets included herein under the caption ‘Note payable-others’

Note 7 - Stockholders’ Deficit

Common Stock - The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share. As of ~~March~~June 3130, 2024 and December 31, 2023, there were 2,500,000 (excluding 550,941 shares of Common Stock subject to possible redemption) shares of Common Stock issued and outstanding.

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~March~~June 3130, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Public Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares upon exercise of a warrant unless shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

at any time after the warrants become exercisable;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

As of ~~March 31~~June 30, 2024 and December 31, 2023, there were 10,000,000 of Public Warrants outstanding.

Note 8 - Warrant Liabilities

Private Placement Warrants - The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (x) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (y) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common Stock or equity-linked securities.

As of ~~March~~June 3130, 2024 and December 31, 2023, there were 7,133,333 of Private Placement Warrants outstanding.

Note 9 - Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on an ~~our~~ assessment of the assumptions that market participants would use in pricing the asset or liability.

At ~~March~~ 31June 30, 2024 and December 31, 2023, the investments held in the Trust Account were held in a cash.

2023

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at ~~March 31~~June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2024	Level	Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Other Unobservable Inputs (Level 3)
June 30, 2024	Level		Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Other Unobservable Inputs (Level 3)
Marketable Securities	1	$	6,194,997			—			—
Warrant Liability-Private Placement Warrants	3			—			—		$	206,867
Warrant Liability-Private Placement Warrants	3		—			—		$	175,480

Quoted Prices

Significant Other

Quoted

Significant

in Active

Observable

Unobservable

Prices in

Other

December 31, 2023

Level

~~Markets (Level 1)~~

Active Markets (Level 1)

~~Inputs (Level 2)~~

Observable Inputs (Level 2)

~~Inputs (Level 3)~~

Unobservable Inputs (Level 3)

Marketable Securities

6,049,745

—

Warrant Liability-Private Placement Warrants

—

107,713

Warrant Liability-Private Placement Warrants

—

107,713

The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company

anticipates to remain at zero.

The following table provides quantitative information regarding Level 3 fair value measurements at ~~March~~June 3130, 2024 and December 31, 2023.

	March 31, 2023			December 31, 2023
	June 30, 2024			December 31, 2023
Stock Price	$	11.0230		$	10.89
Exercise Price	$	11.50		$	11.50
Term (years)		0.8337			0.96
Volatility		0.5637	%		1.15	%
Risk-Free Rate		5.1541	%		4.77	%
Dividend Yield		0.00	%		0.00	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement Warrants
Fair value as of December 31, 2023	$	107,713
Change in fair value		67,767
Fair value as of March 31, 2024		175,480
Change in fair value		31,387
Fair value as of June 30, 2024	$	206,867

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the condensed consolidated financial statements were available to be issued and has determined that there have been nothe following events that have occurred that would require adjustments to the disclosures of the condensed consolidated financial statements.

On ~~April~~ 15July 16, 2024, the Company ~~notified~~held the ~~trustee~~July of2024 Special Meeting. At the July 2024 Special Meeting, the Company’s ~~Trust~~shareholders ~~Account~~approved (i) a proposal to amend our Fifth Amended and Restated Certificate of Incorporation to revise our then-existing extension option, which provided that itthe ~~was~~Company ~~exercising~~had the option of extending the period by which we must consummate a ~~Monthly~~business ~~Extension~~combination ~~Option~~by up to 18 months, from our Original Expiration Date of January ~~extending~~19, 2023 to the ~~time~~Third ~~available~~Amended Extended Date of July 19, 2024, to instead provide that we have the ~~Company~~option to extend the period by which we must consummate a ~~Business~~business ~~Combination~~combination by an additional three months, from ~~April~~the Third Amended Extended Date, or from July 19, 2024 , to ~~May~~the Fourth Amended Extended Date of October 19, 2024, ~~pursuant~~with tosuch ~~and~~ July 2024 Monthly Extension Option exercisable in ~~accordance~~three single-month increments, for an additional three-month aggregate total extension period if each July 2024 Monthly Extension Option is exercised, and with each such July 2024 Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the ~~terms~~applicable monthly deadline (such deadline for exercising each such July 2024 Monthly Extension Option being the 19th calendar day of each month and, for the ~~Company’s~~avoidance ~~Fourth~~of doubt, the first July 2024 Monthly Extension Option under the Sixth Amended and Restated Certificate of Incorporation being exercisable at any time on or prior to July 19, 2024), and ~~the~~(ii) ~~Company’s~~a proposal to amend our Third Amended and Restated Trust Agreement, to provide that the Third Amended Extended Date of July 19, 2024 provided for in the Third Amended and Restated Trust Agreement., ~~The~~upon which ~~Fourth~~assets ~~Extension~~held isin the ~~fourth~~Trust Account will be liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of July 2024 Monthly Extension Option(s), up to ~~six~~and until the Fourth Amended Extended Date of October 19, 2024; provided that, in order to exercise a single July 2024 Monthly Extension Option, we must deposit into the Trust Account the lesser of (6x) ~~one-month~~$100,000 ~~Extensions~~and ~~permitted~~(y) ~~under~~$0.04 for each share of our common stock included in the units which were sold in our Initial Public Offering and which remain outstanding on the date of such deposit. The Company’s entered into the Fourth Amended and Restated Trust Agreement on July 16, 2024 with the Trustee. The Sixth Amended and Restated Certificate of Incorporation ~~and~~was ~~Trust~~filed ~~Agreement~~with the Delaware Secretary of State on July 16, 2024.

~~Pursuant~~On July 16, 2024, the Company notified the Trustee tothat it was extending the ~~terms~~time ofavailable to the Company’s ~~Certificate~~to ofconsummate ~~Incorporation~~its ~~and~~initial ~~Trust~~Business ~~Agreement~~Combination, onfrom ~~April~~July 1519, 2024, ~~with respect~~ to ~~the~~August ~~exercise~~19, of2024 (the ~~Fourth~~“First Extension”), ~~the~~pursuant ~~Company~~to ~~deposited~~and ~~$22,038~~in ~~into~~accordance with the terms of the Company’s ~~Trust~~Sixth ~~Account~~Amended inand ~~connection~~Restated Certificate ~~with~~of ~~the~~Incorporation ~~exercise~~and of the Fourth ~~Extension.~~Amended ~~Such~~and ~~deposit~~Restated ~~with~~Trust ~~respect~~Agreement. toThe First Extension is the ~~Fourth~~first ~~Extension~~of ~~was~~up ~~made~~to ~~using~~three ~~funds~~(3) Monthly ~~held~~Extension ~~outside~~Options ofpermitted under the Company’s ~~Trust~~Sixth ~~Account~~ Amended and ~~available~~Restated toCertificate ~~the~~of ~~Company~~Incorporation toand ~~fund~~Fourth ~~working~~Amended and ~~capital~~Restated ~~requirements~~Trust Agreement.

21Pursuant to the terms of the Company’s Sixth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Trust Agreement, on July 16, 2024, with respect to the exercise of the First Extension, the Company deposited $12,360 into the Company’s Trust Account in connection with the exercise of the First Extension. Such deposit with respect to the First Extension was made using funds held outside of the Company’s Trust Account and available to the Company to fund working capital requirements.

On August 7, 2024, the Company filed a Definitive Proxy Statement with respect to an Extraordinary General Meeting of the Company’s stockholders which is being convened so that the Company’s stockholders may vote upon certain proposals, including with respect to approval of the previously announced transactions contemplated by the Vaso Business Combination Agreement. The Extraordinary General Meeting shall be held virtually at 1:00 p.m. Eastern Time on August 26, 2024 at https://www.cstproxy.com/acharivc/bc2024 and the record date for determining those stockholders who shall be entitled to vote at the Extraordinary General Meeting was August 8, 2024. For additional information regarding the Extraordinary General Meeting, please see the Definitive Proxy Statement.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Achari Ventures Holdings Corp. I. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Achari Sponsor Holdings I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 29, 2024 (the “Annual Report”), and the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report and our joint proxy statement/prospectus on Form S-4/A filed with the SEC on ~~April~~August 301, 2024 (Registration No. 333-276422)., as amended by that certain Definitive Proxy Statement filed on August 7, 2024 pursuant to Rule 424(b)(3) and deemed filed on August 8, 2024 and as may be further amended from time to time. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Achari Ventures Holdings Corp. I was incorporated in Delaware on January 25, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”).

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial Business Combination will be successful.

Entry Into Business Combination Agreement with Vaso Corporation

Business Combination Agreement

The Merger and the other transactions contemplated by the Vaso Business Combination Agreement are hereinafter referred to collectively as the “Vaso Business Combination.”

The Vaso Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Vaso and Merger Sub.

2226

Consideration and Structure

In accordance with the terms and subject to the conditions of the Vaso Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one share of common stock, par value $0.01 per share, of the Surviving Company; and (ii) each share of common stock, par value $0.001 per share, of Vaso (each, a “Vaso Share”) (excluding any dissenting shares and any Vaso Shares held immediately prior to the Effective Time by Vaso as treasury stock) issued and outstanding as of immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into the right to receive a number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Achari Shares”), in accordance with an exchange ratio equal to (i) the quotient of (a) $176,000,000, divided by (b) the fully-diluted shares of Vaso common stock outstanding on the date of the calculation, divided by (ii) $10.00. The Vaso Business Combination is expected to close in the second quarter of 2024, following the receipt of the required approval by the stockholders of the Company and Vaso.

Representations and Warranties; Covenants

Conditions to Closing

Termination

The foregoing description of the Vaso Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Vaso Business Combination Agreement, a form of which is attached as Exhibit 2.1 to the Annual Report, and the terms of which are incorporated herein by reference.

Other Agreements

Sponsor Letter Agreement

The Vaso Business Combination Agreement contemplates that, at or prior to the Closing, the Sponsor, will enter into a Sponsor Letter Agreement with the Company, Vaso and the other parties thereto (the “BCA Sponsor Letter Agreement”), pursuant to which (among other things) the Sponsor shall (a) upon the consummation of the Vaso Business Combination, forfeit certain amounts of Achari Shares and Private Placement Warrants with respect to such Achari Shares it holds such that, following such forfeiture, and other customary adjustments, Sponsor shall hold (i) 750,000 Achari Shares and (ii) 1,000,000 private placement warrants with respect to such Achari Shares immediately following the consummation of the Vaso Business Combination, (b) agree to be bound by certain restrictions on transfer with respect to the Achari Shares it holds for a period of twelve (12) months following the Closing, subject to certain specified exceptions, and (c) agree to amend and/or terminate certain provisions included in that certain letter agreement, dated as of October 14, 2021, previously entered into by Sponsor.

Put Option Agreement

The Vaso Business Combination Agreement contemplates that, simultaneously with the Closing, the Sponsor, the Company and Vaso will enter into a Put Option Agreement (the “Put Option Agreement”), pursuant to which (among other things) the Sponsor shall be granted by Vaso certain “put rights” with respect to the Achari Shares it shall continue to hold following the consummation of the Vaso Business Combination, which shall require Vaso to purchase such Achari Shares at certain agreed prices, as further described within the Put Option Agreement.

Amended and Restated Registration Rights Agreement

Lockup Agreement

In connection with the Closing, certain security holders of the Company and Vaso will enter into a Lockup Agreement (the “Lockup Agreement”), pursuant to which (among other things), such security holders shall be bound by certain “lock-up” provisions requiring that they will not transfer any Achari Shares that they will be issued in connection with the Vaso Business Combination for a period of twelve (12) months following the Closing, subject to customary exceptions.

Director Indemnification Agreements

Vaso Support Agreement

Concurrently with the execution of the Vaso Business Combination Agreement, the Company, Vaso and certain security holders of Vaso (representing 44% of the outstanding shares) have entered into support agreements committing them to vote in favor of the Vaso Business Combination (the “Vaso Holders,” and such security holder support agreements, the “Support Agreements”), pursuant to which the Vaso Holders have agreed to, among other things, (i) waive any appraisal rights or dissenter rights in connection with the Vaso Business Combination and (ii) consent to and vote in favor of the Vaso Business Combination Agreement and the transactions contemplated thereby (including the Merger).

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through ~~March 31~~June 30, 2024 were organizational activities and those necessary to prepare and complete the Initial Public Offering, described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. We do not expect to generate any operating revenues until after the completion of an initial Business Combination, at the earliest. We expect to generate non-operating income in the form of interest income from the proceeds of the Initial Public Offering placed in a U.S.-based trust account (the “Trust Account”). We have incurred, and expect that we will continue to incur, increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial Business Combination.

25For the three months ended June 30, 2024, we had a net loss of $871,037, which primarily consists of general and administrative expenses of $886,491, Delaware franchise taxes of $21,142, change in fair value of warrant liabilities of $31,387, income tax expense of $12,451 and offset by interest and dividend income of $80,434. General and administrative expenses include legal and professional charges of $609,008 mainly relating to our search for an initial Business Combination.

For the ~~three~~six months ended ~~March~~June 3130, 2024, we had a net loss of $~~530~~1,~~117~~401,214, which primarily consists of general and administrative expenses of $~~508~~1,~~544~~395,035, Delaware franchise taxes of $2041,~~743~~885, change in fair value of warrant liabilities of $6799,~~767~~154, income tax expense of $1224,~~262~~ 713 and offset by interest and dividend income of $79159,~~139~~573. General and administrative expenses include legal and professional charges of $~~388~~997,~~922~~930 mainly relating to our search for an initial Business Combination.

For the three months ended ~~March~~June 3130, 2023, we had a net loss of $~~946~~544,~~841~~667, which primarily ~~consisted~~consists of ~~general~~operating ~~and administrative~~ expenses of $~~925~~750,~~964~~735, accrual of Delaware franchise taxes of $50,000, income tax expense of $1316,~~413~~850 offset by interest and dividend income of $130,251 and change in fair value of warrant liabilities of $71142,~~334~~667. Operating ~~and~~expenses ~~offset~~includes bylegal ~~interest~~ and ~~dividend~~professional ~~income~~charges ~~from~~of ~~the~~$631,025 ~~Trust~~mainly ~~Account~~pertaining ofto ~~$113,870~~De-spac related activity.

For the six months ended June 30, 2023, we had a net loss of $1,491,508, which primarily consists of operating expenses of $1,676,699, accrual of Delaware franchise taxes of $100,000, income tax expense of $30,263 offset by interest and dividend income of $244,121 and change in fair value of warrant liabilities of $71,333. Operating expenses includes legal and professional charges of $1,425,590 mainly pertaining to De-spac related activity.

Liquidity and Capital Resources

The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (“Units”), each of which consisted of one warrant and one share of Common Stock (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000 (as discussed in Note 3).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,133,333 Private Placement Warrants at a price of $0.75 per Private Placement Warrant in a private placement to the Sponsor, for gross proceeds of $5,350,000 which is described in Note 4.

Offering costs for the Initial Public Offering amounted to $6,101,730, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account) and $601,730 of other costs. As described in Note 1, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of an initial Business Combination, subject to the terms of the underwriting agreement. Following the closing of the Initial Public Offering, $101,500,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a Trust Account.

For the ~~three~~six months ended ~~March~~June 3130, 2024, there was $ ~~215~~496,~~733~~460 of cash used in operating activities, $ 66132,~~113~~226 of cash provided by investing activities and $ ~~243~~586,~~975~~622 of cash used in financing activities.

At ~~March~~ 31June 30, 2024, we had $ 6,~~194~~341,~~997~~544 in the Trust Account in cash or in interest-bearing demand deposit accounts at a national bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At March 31, 2024, we had cash of $ 10,524 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business Combination.30

~~In addition,~~At inJune ~~order to finance transaction costs in connection with an initial Business Combination~~30, ~~the Sponsor or an affiliate of the Sponsor~~2024, orwe ~~certain~~had ofcash the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If our Sponsor makes any working capital loans, up to $1,500,000 of ~~such loans may be converted into warrants, at the price of~~ $~~0.75 per warrant at the option of the Sponsor. Such warrants would be identical to the Private Placement Warrants~~6,331 ~~including as to exercise price, exercisability and exercise period. If the Company completes an initial Business Combination,~~outside ~~the Company would repay the Working Capital Loans out~~ of the ~~proceeds of the~~ Trust Account. ~~released~~We intend to ~~the~~use ~~Company. Otherwise,~~ the ~~Working Capital Loans would be repaid only out of~~ funds held outside the Trust Account. Inprimarily ~~the~~to ~~event~~identify ~~that~~and anevaluate ~~initial~~target ~~Business Combination does~~businesses, ~~not~~perform ~~close,~~business ~~the~~due ~~Company~~diligence ~~may~~on ~~use~~prospective atarget ~~portion~~businesses, oftravel ~~proceeds~~to ~~held~~and ~~outside~~from the ~~Trust~~offices, ~~Account~~plants toor ~~repay~~similar ~~the~~locations ~~Working~~of ~~Capital Loans, but no proceeds~~prospective ~~held~~target inbusinesses ~~the~~or ~~Trust~~their ~~Account~~representatives ~~would~~or ~~be used to repay the Working Capital Loans. Except for the foregoing~~owners, ~~the~~review ~~terms~~corporate ofdocuments ~~such Working Capital Loans, if any, have not been determined~~ and nomaterial ~~written~~ agreements ~~exist with respect to such loans. As~~ of ~~March~~prospective ~~31,~~target ~~2024~~businesses, ~~the Company~~ ~~had~~and nostructure, ~~borrowings~~negotiate ~~under~~and ~~the~~complete ~~Working~~an ~~Capital~~initial ~~Loans~~Business Combination.

26In addition, in order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If our Sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $0.75 per warrant at the option of the Sponsor. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2024, the Company had no borrowings under the Working Capital Loans.

On July 18, 2023, the Company and the Sponsor entered into a non-interest bearing loan agreement whereby the Company issued a promissory note (the “July 2023 Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to $1,500,000 in cash from time to time to fund working capital requirements, including with respect to the funding of Monthly Extension Options. The principal amount of the January 2023 Promissory Note issued by the Company to the Sponsor, dated January 19, 2023 (the “January 2023 Promissory Note”), was deemed transferred to the July 2023 Promissory Note and the parties thereto agreed that the January 2023 Promissory Note is extinguished and any and all liabilities associated with such January 2023 Promissory Note and such January 2023 Promissory Note itself have been terminated as of the date thereof. The current principal amount of the July 2023 Promissory Note is payable on the earlier of (a) the consummation of an initial Business Combination and (b) the date of the liquidation of the Company. If an initial Business Combination is not consummated, the July 2023 Promissory Note will be repaid solely to the extent that the Company has funds available to it outside of the Trust Account and all other amounts will be forfeited, eliminated or otherwise forgiven. As of ~~March~~June 3130, 2024 and December 31, 2023, the amount outstanding under the Note was $825,975 and $582,000 respectively, as reflected on the Company’s condensed consolidated balance sheet included herein under the caption ‘Note Payable-related party’.’

On July 1712, 2023, ~~our~~the ~~Sponsor~~Company’s ~~transferred~~shareholders approved ~~927~~at a special meeting of the Company’s shareholders (the “July 2023 Special Meeting”) (i) an amendment to the Company’s then-existing amended and restated certificate of incorporation,~~600~~ which amended an option included in the Company’s ~~shares~~then-existing amended and restated certificate of ~~Common~~incorporation ~~Stock~~that ~~issued~~provided the Company the ability to extend the deadline by which the Company must consummate an initial Business Combination by up to ~~the~~six ~~Sponsor~~months, or from January 19, 2023 to July 19, 2023 (the “~~Founder~~Second Amended ~~Shares~~Extended Date”), to ~~certain~~instead ~~members~~provide offor ~~the~~an ~~Sponsor.~~extension Asto ~~a result~~consummate ofan ~~such~~initial ~~transfer~~Business Combination by up to an additional six months, asor offrom July 1719, 2023 to January 19, 12024,~~572,400~~ ~~Founder~~and ~~Shares~~(ii) ~~were~~an ~~held~~amendment ~~directly~~to bythe Company’s Amended and Restated Investment Management Trust Agreement to provide that the ~~Sponsor~~Company may extend the time period to complete an initial Business Combination up to and ~~927~~until the Second Amended Extended Date on a monthly basis,~~600~~ ~~Founder~~at ~~Shares~~the ~~were held~~Company’s ~~directly~~option, by ~~certain~~depositing ~~members~~into the Company’s Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of the ~~Sponsor~~Company’s Common Stock which remains outstanding as of the date of such monthly deposit (the “July 2023 Monthly Extension Option”).

27On July 17, 2023, the Sponsor transferred 927,600 shares of Common Stock issued by the Company to the Sponsor (the “Founder Shares”) to certain members of the Sponsor. As a result of such transfer, as of July 17, 2023, 1,572,400 Founder Shares were held directly by the Sponsor and 927,600 Founder Shares were held directly by certain members of the Sponsor.

On December 18, 2023, the Company held a special meeting in lieu of an annual meeting of the Company’s shareholders (the “December 2023 Special Meeting”). At the Special Meeting, the Company’s shareholders approved (i) a proposal ~~(the “December 2023 Charter Amendment Proposal”)~~ to amend the Company’s ~~Fourth~~then-existing ~~Amended~~amended and ~~Restated~~restated ~~Certificate~~certificate of ~~Incorporation~~incorporation to revise ~~the~~ the Company’s then -existing extension option, which provided that the Company had the option of extending the period by which it ~~must~~ must consummate an initial Business Combination by up to 12 months, from the original expiration date of January 19, 2023 (the “Original Expiration Date”), to January 19, 2024 (the “Second Amended Extended Date”), to instead provide that the Company will have the option to extend the period by which it must consummate an initial Business Combination by an additional six months, from the Second Amended Extended Date, or from January 19, 2024, to July 19, 2024 (the “Third Amended Extended Date”), with such extension option exercisable in six single-month increments (each such monthly extension option, a “December 2023 Monthly Extension Option”)~~, for~~ for an additional six-month aggregate total extension period if each December 2023 Monthly Extension Option iswas exercised, and with each such December 2023 Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such December 2023 Monthly Extension Option being the 19th calendar day of each month); (ii) a proposal ~~(the “Redemption Limitation Amendment Proposal”)~~ to amend the Company’s ~~Fourth~~then-existing ~~Amended~~amended and ~~Restated~~restated ~~Certificate~~certificate of ~~Incorporation~~incorporation to eliminate a limitation therein providing that the Company shall not redeem Public Shares (as defined below) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 following any such redemptions (the “Redemption Limitation”), in order to ~~allow~~ allow the Company to redeem Public Shares irrespective of whether the amount of such redemptions would breach the Redemption Limitation if the Company so chooses in its sole discretion; and (iii) a proposal ~~(the “Trust Amendment Proposal”)~~ to amend the Company’s Second Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between the Trustee and the Company (the “Second Amended and Restated Investment Management Trust Agreement”), to provide that the Second Amended Extended Date provided for in the Second Amended and Restated Investment Management Trust Agreement, upon which assets held in the Trust Account established in connection with the Company’s Initial Public Offering will be liquidated if it has not consummated an initial Business Combination, may be extended, at the Company’s option, and on a monthly basis, pursuant to the exercise of December 2023 Monthly Extension Option(s), up to and until the Third Amended Extended Date of July 19, 2024; provided that, in order to exercise a single December 2023 Monthly Extension Option, the Company must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of ~~our~~ Common Stock included in the Units which were sold in ~~our~~the Initial Public Offering and which remain outstanding on the date of such deposit. The Company entered into the Third Amended and Restated Investment Management Trust Agreement (the “Third Amended and Restated Trust Agreement”) on December 19, 2023 with Continental Stock Transfer & Trust Company. The Company’s Fifth Amended and Restated Certificate of Incorporation (the “Fifth Amended and Restated Certificate of Incorporation”) was deemed effective on December 19, 2023 and was promptly filed with the Delaware Secretary of State.

~~Pursuant to~~On July 16, 2024, the ~~terms~~Company held a special meeting of the Company’s shareholders (the “July 2024 Special Meeting”). At the July 2024 Special Meeting, the Company’s shareholders approved (i) a proposal to amend our Fifth Amended and Restated Certificate of Incorporation ~~and~~to revise our then-existing extension option, which provided that the Company had the option of extending the period by which we must consummate a business combination by up to 18 months, from our Original Expiration Date of January 19, 2023 to the Third Amended Extended ~~and~~Date ~~Restated~~of ~~Trust~~July ~~Agreement~~19, 2024, to instead provide that we have the option to extend the period by which we must consummate a onbusiness ~~April~~combination 18by an additional three months, from the Third Amended Extended Date, or from July 19, 2024, to October 19, 2024 (the “Fourth Amended Extended Date”), with ~~respect~~such extension option exercisable in three single-month increments (each such monthly extension option, a “July 2024 Monthly Extension Option”), for an additional three-month aggregate total extension period if each July 2024 Monthly Extension Option is exercised, and with each such July 2024 Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the ~~exercise~~applicable monthly deadline (such deadline for exercising each such July 2024 Monthly Extension Option being the 19th calendar day of each month and, for the ~~Fourth~~avoidance of doubt, the first July 2024 Monthly Extension Option under the Sixth Amended and Restated Certificate of Incorporation being exercisable at any time on or prior to July 19, 2024), and (ii) a proposal to amend our Third Amended and Restated Trust Agreement to provide that the ~~Company~~Third Amended ~~deposited~~Extended ~~$22~~Date of July 19,~~037.64~~ ~~into~~2024 provided for in the ~~Company’s~~Third Amended and Restated Trust Agreement, upon which assets held in the Trust Account inwill ~~connection~~be ~~with~~liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of ~~the~~July ~~Fourth~~2024 Monthly Extension. ~~Such~~Option(s), ~~deposit~~up ~~with~~to ~~respect~~and tountil the Fourth Amended Extended Date of October 19, 2024; provided that, in order to exercise a single July 2024 Monthly Extension ~~was~~Option, ~~made~~we ~~using~~must ~~funds~~deposit into the Trust ~~held~~Account ~~outside~~the lesser of (x) $100,000 and (y) $0.04 for each share of our common stock included in the units which were sold in our Initial Public Offering and which remain outstanding on the date of such deposit. The Company’s entered into the Fourth Amended and Restated Trust ~~Account~~Agreement on July 16, 2024 with the Trustee. The Sixth Amended and ~~available~~Restated toCertificate of Incorporation was filed with the ~~Company~~Delaware toSecretary ~~fund~~of ~~working~~State ~~capital~~on ~~requirements~~July 16, 2024.

On July 16, 2024, the Company notified the Trustee that it was extending the time available to the Company to consummate its initial Business Combination, from July 19, 2024 to August 19, 2024 (the “First Extension”), pursuant to and in accordance with the terms of the Company’s Sixth Amended and Restated Certificate of Incorporation and the Fourth Amended and Restated Trust Agreement. The First Extension is the first of up to three (3) Monthly Extension Options permitted under the Company’s Sixth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Trust Agreement.

Nasdaq Continued Listing Requirements

~~On April~~While 5,Achari ~~2024,~~continues ~~the~~to ~~Nasdaq~~work towards ~~Stock~~completion ~~Market~~of ~~LLC~~the ~~(The~~proposed ~~Nasdaq~~Business ~~Stock~~Combination ~~Market~~with ~~LLC~~Vaso, ~~including any of~~ the ~~tiers~~Business ~~thereof,~~Combination ~~“Nasdaq”)~~was ~~provided the~~not ~~Company~~consummated ~~with~~as aof ~~delisting~~April 2, ~~determination notice and~~2024, which, as afurther ~~result~~discussed below, ~~trading~~was in the ~~Company’s~~deadline ~~securities on~~ Nasdaq ~~was~~had ~~suspended effective~~provided ~~with~~Achari ~~the~~to ~~open~~consummate of the ~~market~~Business ~~on April 9~~Combination, ~~2024.~~or ~~The~~face ~~Company’s securities are therefore currently eligible to trade only~~potential ondelisting from the ~~OTC~~Nasdaq ~~Markets~~exchange ~~system.~~as Ona ~~April~~result ~~19,~~of ~~2024,~~non-compliance ~~the~~with ~~Company~~certain ~~appealed~~of Nasdaq’s ~~delisting~~continued ~~determination~~listing requirements. ~~Although~~On ~~currently~~April 5, ~~trading,~~ ~~if any~~2024, ~~will~~the ~~occur~~Nasdaq ~~only~~Hearings inPanel ~~the~~(“Panel”) ~~over-the-counter~~provided ~~market,~~Achari ~~the~~with ~~Company~~a ~~will~~delisting ~~remain~~determination ~~technically~~notice ~~listed~~for onfailing ~~Nasdaq~~to ~~pending~~ consummate the ~~expiration~~Business ~~of all~~Combination ~~Nasdaq review~~ and ~~appeal~~thereby ~~processes.~~regain ~~The Company believes that it will be able to evidence~~ compliance with (i) Nasdaq’s ~~initial listing~~$50 million ~~requirements~~minimum ~~(and~~“Market ~~therefore~~Value ~~also~~of ~~necessarily~~Listed Securities” ~~regain~~requirement ~~compliance~~set ~~with~~forth ~~respect~~in toNasdaq ~~all~~Listing ~~applicable~~Rule ~~continued~~5450(b)(2)(A) ~~listing~~and ~~requirements~~(ii) ~~upon~~ ~~the~~Nasdaq’s ~~consummation~~requirement ofto ~~the~~maintain ~~Vaso Business Combination, with such compliance being~~ a ~~condition to the consummation~~ minimum of ~~the~~400 ~~Vaso~~total ~~Business Combination~~shareholders ~~with~~for ~~Vaso.~~continued ~~However,~~listing ~~there~~set ~~can~~forth bein noNasdaq ~~assurance~~Listing ~~that~~Rule ~~the~~5450(a)(2). ~~Company~~As ~~will~~a beresult, ~~able~~trading toin ~~satisfy Nasdaq~~Achari’s ~~initial~~securities on ~~listing~~Nasdaq ~~requirements, or~~was ~~regain~~suspended ~~compliance~~effective with ~~Nasdaq’s~~the ~~continued~~open ~~listing~~of ~~requirements,~~the inmarket aon ~~timely manner~~April 9, or2024 atand ~~all. If~~ the Company’s securities are ~~delisted~~currently ~~from~~eligible to ~~Nasdaq~~trade ~~prior~~only toon the ~~closing~~OTC ofMarkets ~~the~~system. ~~Vaso~~In ~~Business~~response ~~Combination,~~to ~~such~~the delisting ~~may~~determination ~~delay~~notice, orthe ~~ultimately~~Company ~~prevent,~~submitted ~~the consummation~~an ofappeal to the ~~Vaso~~Listing Council ~~Business~~on ~~Combination~~April 19, 2024.

28On June 20, 2024, after review of certain supporting memorandum submitted on behalf of the Company and the Panel, the Listing Council affirmed the decision of the Panel, finding that (i) the Panel appropriately decided to move to delist the Company’s securities because the Company was not able to comply with the terms of the Panel decision and the Panel had exhausted its ability to provide the Company with additional extensions of time, (ii) the Company’s compliance plan was dependent on completion of the Business Combination, which had not yet occurred and (iii) that the Company missed certain compliance milestones. On July 25, 2024, the Company was notified that the Board of Directors of Nasdaq had declined to call the Listing Council’s decision for review. In order to complete the delisting process, the Company expects that Nasdaq will file a Form 25-NSE with the SEC, and the delisting will become effective ten days after such Form 25-NSE is filed. Although the Company expects that it will be notified by Nasdaq prior to the filing of such Form 25-NSE with the SEC, as well as prior to the release of a press release by Nasdaq announcing the delisting event, the Company is not at this time able to determine when such Form 25-NSE will be filed or when the delisting of the Company’s securities from Nasdaq will be complete. The Company will announce the receipt of any correspondence from Nasdaq regarding the anticipated delisting event and/or the filing of such Form 25-NSE promptly upon receipt by the Company (and in all circumstances prior to the date of the Stockholders’ Meeting) via the filing of a Current Report on Form 8-K.

To maintain the listing of the Company’s securities on Nasdaq prior, and subsequent to, the closing of the Vaso Business Combination, the Company must maintain certain financial, distribution, liquidity and stock price levels to satisfy Nasdaq’s continued listing requirements. The Company must, among other things, maintain a minimum bid price of $1.00 per share, a minimum amount of stockholders’ equity (generally $2,500,000) and a minimum number of holders of its securities (generally 300 public holders). The foregoing is a brief description of the Nasdaq continued listing requirements applicable to the Company’s securities (more detailed information about such requirements is set forth in Nasdaq Rule 5550) and the Company’s current status with respect to compliance therewith:33

●Following ~~Listing~~the ~~Rule~~anticipated ~~5450(b)(2)(B).~~delisting of ~~On January 22, 2023,~~ the Company’s ~~received~~securities ~~a letter~~ from Nasdaq, ~~indicating that~~ the Company ~~was~~intends ~~not~~to inproceed ~~compliance~~ with ~~Listing~~its ~~Rule~~efforts ~~5450(b)(2)(B), requiring at least 1,100,000 “Publicly Held Shares.” The letter stated that the Company had 45 calendar days~~ to ~~submit~~consummate ~~a plan to regain compliance. The Company submitted such plan on March 9, 2023, and after review, on March 30, 2023, Nasdaq granted~~ the ~~Company~~Vaso anBusiness ~~extension to regain compliance, until July 21, 2023~~Combination. ~~On June 22~~ However, ~~2023, the Company received a letter from~~ Nasdaq ~~indicating~~approval ~~that~~of the Company ~~was not in compliance with Listing Rule 5450(b)(2)(B). On July 21, 2023, the Company filed a Form 8-K with the SEC disclosing, among other things, certain details regarding the Company~~’s ~~beneficial~~initial ~~ownership~~listing ~~and~~application ~~outstanding~~with ~~common~~respect ~~stock, and specifically disclosing that certain amounts of Founder Shares, which had been previously held directly by the Sponsor had been transferred~~ to ~~certain members of~~ the ~~Sponsor~~Vaso onBusiness ~~July~~Combination ~~17,~~is ~~2023, in order for the Company to regain compliance with Listing Rule 5450(b)(2)(B). On August 7, 2023, the Company received~~ a written notification from Nasdaq indicating that the Company had regained compliance under Listing Rule 5450(b)(2)(B), and accordingly, that such matter was closed. Please note that the Company and the Sponsor may undertake further actions in order condition to ~~regain compliance with applicable continued listing requirements, which may include, but may not be limited to, further transfers of Founder Shares held by~~ the ~~Sponsor~~closing ~~to individual members~~ of the ~~Sponsor,~~Vaso ifBusiness ~~necessary. For the avoidance of doubt~~Combination, ~~all Founder Shares previously transferred by the Sponsor to certain members of the Sponsor as described above,~~ and ~~any~~there ~~Founder~~can ~~Shares which may~~ be transferred in a similar fashion in the future, are currently, and shall remain in the future, subject to all applicable transfer restrictions and other limitations as any Founder Shares which continue to be held directly by the Sponsor, and for the avoidance of doubt, no ~~Founder~~guarantee Shares, whether held directly by the Sponsor, members of the Sponsor, or any other party, shall be eligible to receive liquidating distributions from the Trust Account under any circumstances, including in the event that ~~the~~Nasdaq ~~Company~~will ~~fails~~approve tosuch ~~complete an~~ initial ~~Business~~listing ~~Combination~~application, which ~~nor~~may ~~shall any such transfers (past or present) increase the overall amount of Founder Shares issued or in circulation~~delay, or inultimately ~~any~~prevent ~~way affect~~ the ~~Company’s~~consummation ~~public stockholders existing percentage ownership~~ of the ~~Company.~~proposed AsVaso ofBusiness ~~the date hereof, 1,572,400 Founder Shares are held directly by the Sponsor and 927,600 Founder Shares are held directly by members of the Sponsor~~Combination. On December 18, 2023, the Company received an additional letter from Nasdaq indicating that the Company was again deemed not in compliance with Listing Rule 5450(b)(2)(B), requiring at least 1,100,000 “Publicly Held Shares.” The letter stated that the Company had 45 calendar days to submit a plan to regain compliance. Upon further discussion with Nasdaq, all parties agreed the Company was not in violation of Listing Rule 5450(b)(2)(B), and the applicable letter was withdrawn.

●There ~~Listing~~can ~~Rule~~be ~~5450(b)(2)(C).~~no Onassurance ~~February~~that Achari ~~24,~~will ~~2023,~~be ~~the~~able ~~Company~~to ~~received~~satisfy ~~a letter from~~ Nasdaq’s ~~indicating~~initial ~~that~~listing ~~the~~requirements, ~~Company~~or ~~was~~regain ~~not in~~ compliance with ~~Listing~~Nasdaq’s ~~Rule~~continued ~~5450(b)(2)(C)~~listing requirements, ~~requiring~~in a ~~“Market~~timely ~~Value”~~manner, ofor ~~“Publicly Held Shares” of~~ at ~~least~~all, ~~$15~~and ~~million.~~such ~~The~~delisting ~~letter~~may ~~stated that the Company had 180 calendar days to regain compliance with Listing Rule 5450(b)(2)(C)~~delay, or ~~until~~ultimately ~~August 23~~prevent, ~~2023. On August 7, 2023,~~ the ~~Company~~consummation ~~received~~of ~~a written notification from Nasdaq indicating that~~ the ~~Company~~Business ~~had regained compliance under Listing Rule 5450(b)(2)(C), and accordingly, that such matter was closed~~Combination.

●To ~~Listing~~maintain ~~Rule 5250(c)(1). On April 24, 2023,~~ the ~~Company~~listing ~~received a letter from Nasdaq indicating that the Company was not in compliance with Listing Rule 5250(c)(1), as a result~~ of ~~the Company~~ Achari’s ~~delay~~securities inon ~~filing~~Nasdaq ~~its Form 10-K for the year ended December 31~~prior, ~~2022.~~and Onsubsequent ~~April 25~~to, ~~2023,~~ the ~~Company~~closing ~~filed~~of ~~its Form 10-K for~~ the ~~year~~Business ~~ended December 31~~Combination, ~~2022~~Achari ~~with~~must ~~the~~maintain ~~SEC.~~certain ~~On April 25~~financial, ~~2023~~ distribution, ~~the~~liquidity ~~Company~~and ~~received~~stock aprice ~~written~~levels ~~notification~~to ~~from~~satisfy Nasdaq’s ~~indicating~~continued ~~that~~listing ~~the~~requirements. ~~Company~~Achari ~~had~~must, ~~regained~~among ~~compliance~~other ~~under Listing Rule 5250(c)(1)~~things, maintain ~~and~~a ~~accordingly,~~minimum ~~that~~bid ~~such~~price ~~matter~~of ~~was closed~~$1.00 Onper ~~May 23~~share, ~~2023, we received~~ a ~~letter~~minimum ~~from~~amount ~~Nasdaq~~of ~~indicating~~stockholders’ ~~that~~equity ~~the Company was not in compliance with Listing Rule 5250~~(~~c)(1)~~generally $2,500,000) asand a ~~result~~minimum number of ~~the~~holders ~~Company’s~~of ~~delay in filing~~ its ~~Form~~securities ~~10-Q~~(generally ~~for~~300 ~~the~~public ~~period ended March 31, 2023~~holders). OnThe ~~May~~foregoing ~~26,~~is ~~2023,~~a ~~the~~brief ~~Company~~description ~~filed~~of ~~its Form 10-Q for~~ the ~~period~~Nasdaq ~~ended~~continued ~~March~~listing ~~31,~~requirements applicable ~~2023~~to ~~with~~Achari’s ~~the~~securities ~~Securities~~(more ~~and~~detailed ~~Exchange~~information ~~Commission.~~about Onsuch ~~June~~requirements 1,is ~~2023,~~set ~~the~~forth ~~Company~~in ~~received a written notification from~~ Nasdaq ~~indicating that the Company had regained compliance under Listing~~ Rule ~~5250(c~~5550)~~(1),~~ and ~~accordingly,~~Achari’s current ~~that~~status ~~such~~with ~~matter~~respect ~~was~~to ~~closed.~~compliance therewith:

29● Listing Rule 5450(b)(2)(B) On January 22, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(B), requiring at least 1,100,000 “Publicly Held Shares.” The letter stated that Achari had 45 calendar days to submit a plan to regain compliance. Achari submitted such plan on March 9, 2023, and after review, on March 30, 2023, Nasdaq granted Achari an extension to regain compliance, until July 21, 2023. On June 22, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(B). On July 21, 2023, Achari filed a Form 8-K with the SEC disclosing, among other things, certain details regarding Achari’s beneficial ownership and outstanding common stock, and specifically disclosing that certain amounts of Founder Shares, which had been previously held directly by the Sponsor had been transferred to certain members of the Sponsor on July 17, 2023, in order for Achari to regain compliance with Listing Rule 5450(b)(2)(B). On August 7, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5450(b)(2)(B), and accordingly, that such matter was closed. Please note that Achari and the Sponsor may undertake further actions in order to regain compliance with applicable continued listing requirements, which may include, but may not be limited to, further transfers of Founder Shares held by the Sponsor to individual members of the Sponsor, if necessary. For the avoidance of doubt, all Founder Shares previously transferred by the Sponsor to certain members of the Sponsor as described above, and any Founder Shares which may be transferred in a similar fashion in the future, are currently, and shall remain in the future, subject to all applicable transfer restrictions and other limitations as any Founder Shares which continue to be held directly by the Sponsor, and for the avoidance of doubt, no Founder Shares, whether held directly by the Sponsor, members of the Sponsor, or any other party, shall be eligible to receive liquidating distributions from the Trust Account under any circumstances, including in the event that Achari fails to complete an initial Business Combination, nor shall any such transfers (past or present) increase the overall amount of Founder Shares issued or in circulation, or in any way affect Achari’s public stockholders existing percentage ownership of Achari. As of the date hereof, 1,572,400 Founder Shares are held directly by the Sponsor and 927,600 Founder Shares are held directly by members of the Sponsor. On December 18, 2023, Achari received an additional letter from Nasdaq indicating that Achari was again deemed not in compliance with Listing Rule 5450(b)(2)(B), requiring at least 1,100,000 “Publicly Held Shares.” The letter stated that Achari had 45 calendar days to submit a plan to regain compliance. Upon further discussion with Nasdaq, all parties agreed Achari was not in violation of Listing Rule 5450(b)(2)(B), and the applicable letter was withdrawn.

● Listing ~~Rules~~Rule 5450(b)(2)(AC) ~~and 5450(a)(2).~~ On ~~March~~February 2324, 2023, ~~the~~Achari ~~Company~~ received a letter from Nasdaq ~~notifying~~indicating ~~the Company~~ that, ~~for~~Achari ~~the~~was 30not ~~consecutive~~in ~~trading~~compliance ~~days~~with ~~prior~~Listing toRule ~~the date of the letter~~5450(b)(2)(C), ~~the~~requiring ~~Company’s common stock had traded at~~ a ~~value below the minimum $50,000,000~~ “Market Value” of ~~Listed~~“Publicly ~~Securities”~~Held ~~(“MVLS~~Shares”) ~~requirement~~of ~~set~~at ~~forth~~least in$15 ~~Listing Rule 5450(b)(2)(A)~~million. The letter stated that ~~the~~Achari ~~Company~~ had 180 calendar days, ~~or until September 19, 2023,~~ to regain compliance. ~~On October 3, 2023, the Company had not regained compliance~~ with the MVLS requirement because the Company’s MVLS was below the $50,000,000 minimum MVLS requirement for the proceeding 30 consecutive trading days and, as a result, the Company received a delisting determination letter from Nasdaq. On October 9, 2023, the Company received an additional letter from the Staff stating that on September 3, 2023, the Company was not in compliance with Nasdaq Listing Rule 5450(ab)(2)(C), ~~and~~or ~~this~~until ~~matter~~August ~~served as an additional basis for delisting the Company’s securities. On December 7~~23, 2023~~, the Company presented their plan of compliance to the Panel and requested an extension to regain compliance~~. On ~~December~~August 197, 2023, ~~Nasdaq~~Achari notified the Company that it had granted an extension, until April 2, 2024, for the Company and Vaso to complete the Vaso Business Combination (which necessarily would require regaining compliance with respect to applicable continued listing requirements). However, the Company and Vaso did not complete the Vaso Business Combination by April 2, 2024. On April 5, 2024, the Company received a ~~letter~~written ~~from~~notification ~~Nasdaq notifying the Company that because the Company and Vaso did not complete the Vaso Business Combination by April 2, 2024, the Company’s shares would be suspended~~ from ~~trading on the~~ Nasdaq ~~exchange~~indicating as of the open of trading on April 9, 2024. The Company’s securities are therefore currently eligible to trade only on the OTC Markets system. On April 19, 2024, the Company appealed Nasdaq’s delisting determination. Although currently, trading, if any, will occur only in the over-the-counter market, the Company will remain technically listed on Nasdaq pending the expiration of all Nasdaq review and appeal processes. The Company believes that itAchari ~~will~~had beregained ~~able to evidence~~ compliance ~~with~~under ~~Nasdaq’s~~Listing ~~initial~~Rule ~~listing requirements~~ 5450(~~and therefore also necessarily regain compliance with respect to all applicable continued listing requirements~~b) ~~upon the consummation of the Vaso Business Combination~~(2)(C), ~~with~~and ~~such compliance being a condition to the consummation of the Vaso Business Combination. However~~accordingly, ~~there can be no assurance~~ that the Company will be able to satisfy Nasdaq’s initial listing requirements, or regain compliance with Nasdaq’s continued listing requirements, in a timely manner, or at all. If the Company’s securities are delisted from Nasdaq prior to the closing of the Vaso Business Combination, such ~~delisting~~matter ~~may~~was ~~delay, or ultimately prevent, the consummation of the Business Combination~~closed.

In order to close the Vaso Business Combination, the Company will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are generally more rigorous than Nasdaq’s continued listing requirements discussed above. The Company believes that it will be able to evidence compliance with Nasdaq’s initial listing requirements (and therefore also necessarily regain compliance with respect to all applicable continued listing requirements discussed above) upon the consummation of the Vaso Business Combination, with such compliance being a condition to the consummation of the Vaso Business Combination. However, there can be no guarantee that the Company will be able to satisfy such initial listing requirements or continued listing requirements in a timely manner, or at all. For instance, in connection with satisfying the initial listing requirements, our stock price would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $5.0 million, and we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of our securities and we cannot assure you that we will be able to meet any of the foregoing requirements or any other of Nasdaq’s initial listing requirements at the time of the closing of our initial Business Combination.34

●

Listing Rule 5250(c)(1) On April 24, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5250(c)(1), as a result of Achari’s delay in filing its Form 10-K for the year ended December 31, 2022. On April 25, 2023, Achari filed its Form 10-K for the year ended December 31, 2022 with the SEC. On April 25, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5250(c)(1), and accordingly, that such matter was closed. On May 23, 2023, we received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5250(c)(1), as a result of Achari’s delay in filing its Form 10-Q for the period ended March 31, 2023. On May 26, 2023, Achari filed its Form 10-Q for the period ended March 31, 2023 with the Securities and Exchange Commission. On June 1, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5250(c)(1), and accordingly, that such matter was closed.

●

Listing Rules 5450(b)(2)(A) and 5450(a)(2) On March 23, 2023, Achari received a letter from Nasdaq notifying Achari that, for the 30 consecutive trading days prior to the date of the letter, Achari’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Listing Rule 5450(b)(2)(A). The letter stated that Achari had 180 calendar days, or until September 19, 2023, to regain compliance. On October 3, 2023, Achari had not regained compliance with the MVLS requirement because the Company’s MVLS was below the $50,000,000 minimum MVLS requirement for the proceeding 30 consecutive trading days and, as a result, Achari received a delisting determination letter from Nasdaq. On October 9, 2023, Achari received an additional letter from the Staff stating that on September 3, 2023, Achari was not in compliance with Nasdaq Listing Rule 5450(a)(2), and this matter served as an additional basis for delisting Achari’s securities. On December 7, 2023, Achari presented their plan of compliance to the Panel and requested an extension to regain compliance. On December 19, 2023, Nasdaq notified Achari that it had granted an extension, until April 2, 2024, for Achari and Vaso to complete the Business Combination (which necessarily would require regaining compliance with respect to applicable continued listing requirements). However, Achari and Vaso did not complete the Business Combination by April 2, 2024. On April 5, 2024, Achari received a letter from Nasdaq notifying Achari that because Achari and Vaso did not complete the Business Combination by April 2, 2024, Achari’s shares would be suspended from trading on the Nasdaq exchange as of the open of trading on April 9, 2024. The Company’s securities are currently eligible to trade only on the OTC Markets system. Although currently, trading, if any, will occur only in the over-the-counter market, Achari will remain technically listed on Nasdaq pending the expiration of all Nasdaq review and appeal processes, including the filing of a Form 25-NSE with the SEC by Nasdaq and the effectiveness thereof. The Company believes that it will be able to evidence compliance with Nasdaq’s initial listing requirements (and therefore also necessarily regain compliance with respect to all applicable continued listing requirements) upon the consummation of the Business Combination, with such compliance being a condition to the consummation of the Business Combination. However, there can be no assurance that Achari will be able to satisfy Nasdaq’s initial listing requirements, or regain compliance with Nasdaq’s continued listing requirements, in a timely manner, or at all. If Achari’s securities are delisted from Nasdaq prior to the closing of the Business Combination, such delisting may delay, or ultimately prevent, the consummation of the Business Combination.

In order to close the Business Combination, Achari will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are generally more rigorous than Nasdaq’s continued listing requirements discussed above. The Company believes that it will be able to evidence compliance with Nasdaq’s initial listing requirements (and therefore also necessarily regain compliance with respect to all applicable continued listing requirements discussed above) upon the consummation of the Business Combination, with such compliance being a condition to the consummation of the Business Combination. However, there can be no guarantee that Achari will be able to satisfy such initial listing requirements or continued listing requirements in a timely manner, or at all. For instance, in connection with satisfying the initial listing requirements, our stock price would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $5.0 million, and we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of our securities and we cannot assure you that we will be able to meet any of the foregoing requirements or any other of Nasdaq’s initial listing requirements at the time of the closing of the Business Combination.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~March~~June 3130, 2024. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriters of our Initial Public Offering are entitled to deferred underwriting commissions of $3,500,000 in the aggregate pursuant to the terms of the Underwriting Agreement entered into in connection with our Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Emerging Growth Company

The Company is an “emerging growth company,” and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates applicable to other companies.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Critical Accounting Estimates

Critical accounting estimates are estimates where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company believes these to be estimates used as inputs in the valuation of the derivative warrant liability. These estimates are the probability of a successful initial Business Combination by July 19, 2024, and the implied volatility of the Public Warrants and Private Placement Warrants.

3136

Common Stock Subject to Possible Redemption

We account for our Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. Our Common Stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit.

Net ( loss) per Common Stock

Net loss per share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. At ~~March~~June 3130, 2024, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free-standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and the Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.

Recent Accounting Pronouncements

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to make disclosures under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2024. Based upon that evaluation, our officers concluded that, as of ~~March~~June 3130, 2024, our disclosure controls and procedures were not effective due to a material weakness in internal controls over financial reporting related to accounting and valuation for complex financial instruments ~~and disclosure of earnings per share (EPS) for the three months ended March 31, 2024~~.

To address these material weaknesses, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communications within the company, the Company’s financial advisors and the Company’s independent registered public accounting firm. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. We plan to provide enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other than this issue, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Controls Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to ~~differ~~ differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 29, 2024 (our “Annual Report”), our joint proxy statement/prospectus on Form S-4/A filed with the SEC on ~~April~~August 301, 2024 and declared effective on August 5, 2024 (Registration No. 333-276422), ~~(our~~as ~~“Joint~~amended by that certain Proxy Statement~~/Prospectus”~~ filed on August 7, 2024 pursuant to Rule 424(b)(3) and deemed filed on August 8, 2024 and as may be further amended from time to time, and our other filings with the SEC. Any of these factors could result in a significant or material ~~adverse~~ adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently ~~deem~~ deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have ~~been~~ been no material changes to the risk factors disclosed in our Annual Report, our Joint Proxy Statement/Prospectus or our other filings ~~with~~ with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All recent unregistered sales of securities have been previously reported.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended ~~March~~June 3130, 2024, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
3.1		~~Fifth~~Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on ~~December~~July 2116, ~~2023~~2024).
10.1		~~Third~~Fourth Amended and Restated Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on ~~December~~July 2116, ~~2023~~2024).
21.1		List of Subsidiaries.
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS		Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACHARI VENTURES HOLDINGS CORP. I
Date: May 15, 2024	By:	/s/ Vikas Desai
Date: August 13, 2024	By:	/s/ Vikas Desai
	Name:	Vikas Desai
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)
Date: May 15, 2024	By:	/s/ Mitchell Hara
Date: August 13, 2024	By:	/s/ Mitchell Hara
	Name:	Mitchell Hara
	Title:	Chief Operating Officer and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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