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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed by Achari Ventures Holdings Corp. I, a Delaware company (the “Company”), on April 5, 2024, the Nasdaq Hearings Panel (the “Panel”) issued the Company a delisting determination notice related to the failure to consummate the Company’s previously announced proposed business combination with Vaso Corporation (the “Business Combination”) by the extended deadline of April 2, 2024 set forth by Nasdaq and related non-compliance with: (i) Nasdaq’s $50 million minimum “Market Value of Listed Securities” requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A) and (ii) Nasdaq’s requirement to maintain a minimum of 400 total shareholders for continued listing set forth in Nasdaq Listing Rule 5450(a)(2). As a result, trading in the Company’s securities on The Nasdaq Global Market (“Nasdaq”) was suspended effective with the open of the market on April 9, 2024, and the Company’s securities are currently eligible to trade only on the OTC Markets system. In response to the delisting determination notice, the Company submitted an appeal to the Nasdaq Listing and Hearing Review Council (the “Listing Council”) on April 19, 2024.
On 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 at the time such delisting determination was made and (iii) that the Company missed certain compliance milestones related to the compliance plan provided to the Company by Nasdaq. Pursuant to Nasdaq Rule 5825, the Listing Council’s decision may be called for review by the Board of Directors of Nasdaq (the “Nasdaq Board”) not later than the next Nasdaq Board meeting that is 15 calendar days or more following the date of the Listing Council’s decision. As a result, the Company expects that the Company’s securities will remain listed on Nasdaq until the occurrence of such meeting and the filing of a Form 25-NSE with the Securities and Exchange Commission by Nasdaq. The Company has not been notified when such Form 25-NSE will be filed, or otherwise informed by Nasdaq of when the delisting of its securities from Nasdaq is expected to occur. If the Company’s securities are delisted, the Company intends to proceed with its efforts to consummate the Business Combination. However, Nasdaq approval of the Company’s initial listing application with respect to the Business Combination is a condition to the closing of the Business Combination, and there can be no guarantee that Nasdaq will approve such initial listing application, which may delay, or ultimately prevent the consummation of the proposed Business Combination.
Item 8.01. Other Events.
In June 2024 the Company appointed Continental Stock Transfer & Trust Company to serve as the Company’s transfer agent.
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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: July 1, 2024 | ||
| By: | /s/ Vikas Desai | |
| Name: | Vikas Desai | |
| Title: | Chief Executive Officer | |
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