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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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Achari Ventures Holdings Corp. I (the “Company,” “we”, “our” or “us”) filed its Annual Report on Form 10-K for the period January 25, 2021 (Inception) to December 31, (the “10-K”) with the U.S. Securities and Exchange Commission on March 29, 2022, which included in the statement of operations and the statement of changes in stockholders’ deficit (the “Financial Statements”) which contained an error relating to the recording of the excess of fair value over proceeds received for the private warrants issued at the time of IPO.
The charge mentioned above had been included in the Statement of Changes in Stockholders’ Deficit in the Financial Statements. The proper application of the accounting treatment calls for this charge to be included in the Statement of Operations. The proposed restatement reclassifies the charge. There is no impact on the overall stockholders’ deficit or any line items in the balance sheet.
The Audit Committee of the Board of Directors (the “Audit Committee”) after discussions with management has determined that the Financial Statements should no longer be relied upon due to the error contained therein relating to the issuance of private warrants, as described above.
As a result of the foregoing, on May 12, 2022, the Audit Committee, after discussions with the Company’s management, determined that the previously filed 10-K should be amended and restated to correct such error.
The Company’s management has concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting related to the Company’s accounting and valuation for complex financial instruments and that, because of this material weakness, the Company’s disclosure controls and procedures were not effective as of December 31, 2021. The Company’s remediation plan with respect to such material weakness will be described in more detail in the amended Form 10-K/A.
The Company does not expect the above change will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.
In addition, the audit report of Marcum LLP included in the Company’s Annual Report filed on Form 10-K on March 29, 2022, should no longer be relied on.
Refer to the following table for additional information as to the impact of this adjustments to the Company’s Financial Statements for the period January 25, 2021 (inception) through December 31, 2021
Effect of Restatement
| As Reported | Adjustment | As Adjusted | ||||||||||
| STATEMENT OF OPERATIONS FOR THE PERIOD JANUARY 25, 2021 (INCEPTION) TO DECEMBER 31, 2021 |
||||||||||||
| Issuance of private warrants (net of offering costs) |
— | (4,636,666 | ) | (4,636,666 | ) | |||||||
| Total other income |
7,672,604 | (4,636,666 | ) | 3,035,938 | ||||||||
| Net Income |
7,375,422 | (4,636,666 | ) | 2,738,756 | ||||||||
| Basic and diluted net income per share, common stock |
1.49 | (0.94 | ) | 0.55 | ||||||||
| STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE PERIOD JANUARY 25, 2021 (INCEPTION) TO DECEMBER 31, 2021 |
||||||||||||
| Issuance of private warrants (net of offering costs) |
(4,636,666 | ) | 4,636,666 | — | ||||||||
| Net Income |
7,375,422 | (4,636,666 | ) | 2,738,756 | ||||||||
| — | ||||||||||||
| Total shareholders’ deficit |
(4,876,037 | ) | (4,876,037 | ) | ||||||||
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: May 13, 2022 | ||||||||
| By: | /s/ Vikas Desai | |||||||
| Name: | Vikas Desai | |||||||
| Title: | Chief Executive Officer | |||||||