UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 610, 2024

Achari Ventures Holdings Corp. I

(Exact name of registrant as specified in its charter)

Delaware

001-40906

86-1671207

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

60 Walnut Avenue, Suite 400

Clark, NJ 07066

(Address of principal executive offices, including zip code)

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

Not Applicable

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, par value $0.0001 per share, and one Redeemable Warrant	AVHIU	The Nasdaq Stock Market LLC
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 35.~~01.~~07 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing.~~Security Holders

As previously ~~disclosed~~announced, byon December 6, 2023, Achari Ventures Holdings Corp. I, ~~a Delaware company~~ (the “~~Company~~Achari”), onentered ~~the~~into ~~Current~~a ~~Report~~definitive onbusiness ~~Form~~combination ~~8-K~~agreement ~~filed on July 30, 2024, trading in~~ (the ~~Company’s~~ ~~common~~“Business ~~stock~~Combination Agreement”), ~~units,~~by and ~~warrants~~among ~~(the~~Achari, ~~“securities”)~~Achari onMerger ~~The~~Sub, ~~Nasdaq~~Inc., ~~Global~~a ~~Market~~Delaware ~~(“Nasdaq”) was~~corporation ~~suspended~~and ~~effective~~a ~~with~~wholly ~~the~~owned ~~open~~subsidiary of ~~the market on April 9~~Achari, ~~2024.~~and Vaso ~~On April 5~~Corporation, ~~2024,~~a ~~the~~Delaware ~~Nasdaq~~corporation ~~Hearings Panel~~ (~~the~~ “~~Panel~~Vaso”) ~~issued~~. Pursuant to the ~~Company~~Business aCombination ~~delisting~~Agreement, ~~determination~~the ~~notice~~parties ~~related~~have agreed to ~~non-compliance~~consummate ~~with:~~certain transactions (i)collectively, ~~Nasdaq’s~~the ~~$50 million minimum~~ “~~Market Value~~Business ~~of Listed Securities~~Combination”), ~~requirement~~subject ~~set~~to ~~forth~~the interms ~~Nasdaq Listing Rule 5450(b)(2)(A)~~ and ~~(ii) Nasdaq’s requirement to maintain~~conditions ~~a minimum~~ of ~~400~~the ~~total~~Business ~~shareholders~~Combination ~~for continued listing set forth in Nasdaq Listing Rule 5450(a)(2)~~Agreement.

On ~~September~~January 58, 2024, ~~Nasdaq~~in ~~issued~~connection awith ~~press release announcing that it will delist~~ the ~~Company’s~~Business ~~securities~~Combination, ~~and~~Achari first ~~will~~filed ~~file a Form 25~~ with the U.S. Securities and Exchange Commission ~~to complete~~ (the ~~delisting.~~“SEC”) ~~The~~a ~~Form~~Registration 25Statement ~~was filed~~ on ~~September 6, 2024 and the delisting will become effective ten days after the~~ Form 25S-4 ~~was filed~~(No. 333-276422) ~~When~~(as ~~the Company’s securities are delisted~~amended, the ~~Company~~“Registration ~~intends~~Statement”) tocontaining ~~proceed~~a ~~with~~joint ~~its~~proxy ~~efforts~~statement/prospectus ~~to consummate~~of ~~the~~Achari ~~Company’s~~(such joint ~~previously~~proxy ~~announced~~statement/prospectus ~~proposed~~in ~~business~~definitive ~~combination~~form, ~~with Vaso Corporation (~~the “~~Business Combination~~Proxy Statement”)~~. However~~, ~~Nasdaq’s~~which ~~approval~~Registration ofStatement ~~the~~was ~~Company’s initial listing application with respect to the~~declared ~~Business~~effective ~~Combination~~by ~~is a condition to~~ the ~~closing~~SEC ofon ~~the~~August ~~Business Combination~~5, ~~and there can be no guarantee that Nasdaq will approve such initial listing application~~2024, with ~~which~~Achari ~~may~~commencing ~~delay,~~mailing of ~~or ultimately prevent~~ the ~~consummation~~Proxy ofStatement ~~the~~on ~~proposed~~August ~~Business Combination~~8, 2024.

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

~~Pursuant~~The tostockholders approved the ~~requirements~~Business ofCombination Proposal, the ~~Securities Exchange~~Charter ~~Act~~Amendment ofProposal, ~~1934~~the Governance Proposals, the ~~registrant~~Reverse ~~has~~Stock ~~duly~~Split ~~caused~~Proposal, ~~this~~the ~~report~~2024 toEquity beIncentive ~~signed~~Plan onProposal, ~~its~~the ~~behalf~~Nasdaq by20% Proposal and the ~~undersigned~~Director ~~hereunto~~Election ~~duly~~Proposal ~~authorized~~(each as defined in the Proxy Statement, and collectively, the “Business Combination Proposals”).

ACHARI VENTURES HOLDINGS CORP. I
Dated: September 6, 2024
By:	/s/ Vikas Desai
Name:	Vikas Desai
Title:	Chief Executive Officer

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

Proposal No. 1: The Business Combination

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

Proposal No. 2: The Charter Amendment Proposal

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

Proposal No. 3: The Governance Proposals

Governance Proposal 3A

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

Governance Proposal 3B

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

Proposal No. 4: The Reverse Stock Split Proposal

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

Proposal No. 5: The 2024 Equity Incentive Plan Proposal

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

Proposal No. 6: The Nasdaq 20% Proposal

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

Proposal No. 7: The Director Election Proposal

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

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

Item 8.01 Other Events

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

In connection with the vote to approve the Business Combination Proposals, stockholders holding 297,709 shares of common stock of Achari properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.58 per share, for an aggregate redemption amount of approximately $3,447,470.

Forward-Looking Statements

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

SIGNATURE

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

	ACHARI VENTURES HOLDINGS CORP. I
Dated: September 11, 2024

	By:	/s/ Vikas Desai
	Name:	Vikas Desai
	Title:	Chief Executive Officer

Filing Compare · Achari Ventures Holdings Corp. I