UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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* On September 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) filed a Form 25 with the Securities and Exchange Commission and the securities of Achari Ventures Holdings Corp. I were delisted from the Nasdaq exchange ten days thereafter.
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Item 8.01 Other Events
Vaso Termination Notice
On September 17, 2024, Achari Ventures Holdings Corp. I (the “Company” or “Achari”) received a purported notice of termination (the “Termination Notice”) from Vaso Corporation, a Delaware corporation (“Vaso”) with respect to the proposed business combination (the “Business Combination”) and related Business Combination Agreement, dated as of December 6, 2023 (the “Business Combination Agreement”), entered into by and among Achari, Achari Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Achari, and Vaso.
Monthly Extension Option
On September 18, 2024, the Company notified Continental Stock Transfer & Trust Company, the trustee (the “Trustee”) of the Company’s Trust Account (the “Trust Account”), that it was extending (an “Extension”) the time available to the Company to consummate its initial business combination, from September 19, 2024 to October 19, 2024 (the “Third Extension”), pursuant to and in accordance with the terms of the Company’s Sixth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Fourth Amended and Restated Investment Management Trust Agreement (the “Trust Agreement”).
Following the payment of approximately $3,447,470 to stockholders holding 297,709 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which were redeemed and canceled in connection with the Company’s extraordinary general meeting held on September 10, 2024, at which such meeting the Business Combination had been approved by the requisite vote of Achari's stockholders, 11,301 shares of the Company’s Common Stock (such amount reflecting solely the shares of Common Stock which were included in the units sold in the Company’s initial public offering (the “Public Shares”)) remained outstanding. Pursuant to the terms of the Company’s Certificate of Incorporation and Trust Agreement, on September 18, 2024, with respect to the exercise of the Third Extension, the Company deposited $452.02 into the Company’s Trust Account in connection with the exercise of the Third Extension. Such deposit with respect to the Third Extension was made using funds held outside of the Company’s Trust Account and available to the Company to fund working capital requirements.
Redemption and Liquidation
As a result of the purported Termination Notice issued by Vaso to the Company, although the Company and other interested parties continue to explore all legal options with respect to Vaso's purported termination of the Business Combination Agreement, the Company does not expect at this time, and specifically as a result of Vaso's issuance of such purported Termination Notice, that the Company will be able to complete the Business Combination, in a timely manner, or at all, and the Company also does not intend to seek to consummate a business combination with another target at this time. In light of the foregoing, the Board of Directors of the Company authorized the liquidation of the Trust Account in connection with the winding up of the Company’s operations (the “Trust Account Liquidation”).
On November 1, 2024, the Company was notified that the redemption payment to the holders of the Public Shares in connection with the Trust Account Liquidation was completed at a per-share redemption price of approximately $11.12 (reflecting the Trust Account’s gross balance of $174,372.56 as of the date of redemption, less $48,728.83 which was removed from the Trust Account to pay taxes and dissolution expenses in accordance with the Trust Agreement and the Company's governing documents). All holders of the Company’s shares purchased in a private placement prior to the Company’s initial public offering (such shares, the “Founder Shares”) had previously agreed to waive their redemption rights with respect to such Founder Shares and, as a result, no distributions have or will be made to such holders with respect to such Founder Shares. Similarly, as a result of the dissolution of the Company, the Company's warrants shall also expire worthless and no distributions of any kind have or will be made to the holders of such warrants. Following the dissolution of the Company, the Founder Shares shall be deemed cancelled and the warrants will expire worthless.
On or around November 4, 2024, the Company expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACHARI VENTURES HOLDINGS CORP. I | ||
| Dated: November 4, 2024 | ||
| By: | /s/ Vikas Desai | |
| Name: | Vikas Desai | |
| Title: | Chief Executive Officer | |