UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________________

SCHEDULE 14A

_________________________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Filed by a party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

ACHARI VENTURES HOLDINGS CORP. I
(Name of Registrant as Specified In Its Charter)

_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Achari Ventures Holdings Corp. I
60 Walnut Avenue, Suite 400
Clark, NJ 07066

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 16, 2024

To the Stockholders of Achari Ventures Holdings Corp. I:

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Achari Ventures Holdings Corp. I, a Delaware corporation (“Achari,” the “Company,” “we,” “us” or “our”) to be held on July 16, 2024 at 10:00 a.m. Eastern time. The special meeting will be held virtually at https://www.cstproxy.com/acharivc/sm2024. The accompanying proxy statement (the “proxy statement”), is dated July 1, 2024 and is first being mailed to stockholders of the Company on or about July 2, 2024. You are cordially invited to attend the special meeting for the following purposes:

• Proposal No. 1 — The Charter Amendment Proposal — a proposal to amend (the “Charter Amendment”) our Fifth Amended and Restated Certificate of Incorporation (our “charter”) to revise our existing extension option, which currently provides that we have 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 (the “Original Expiration Date”), to July 19, 2024 (the “Current Expiration Date”), to instead provide that we will have the option to extend the period by which we must consummate a business combination by an additional three months, from the Current Expiration 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 “Monthly Extension Option”), for an additional three-month aggregate total extension period if each Monthly Extension Option is exercised, and with each such Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such Monthly Extension Option being the 19th calendar day of each month);

• Proposal No. 2 — The Trust Amendment Proposal — a proposal to amend (the “Trust Amendment” and together with the Charter Amendment, the “Extension Amendments”) our Third Amended and Restated Investment Management Trust Agreement, dated December 19, 2023, by and between Continental Stock Transfer & Trust Company (the “Trustee”) and Achari (the “Trust Agreement”), to provide that the Current Expiration Date provided for in the Trust Agreement, upon which assets held in the trust account (the “Trust Account”) established in connection with our initial public offering (“IPO”) 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 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 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 (“public shares”) included in the units which were sold in our IPO and which remain outstanding on the date of such deposit; and

• Proposal No. 3 — The Adjournment Proposal — a proposal to approve the adjournment of the special meeting (the “Adjournment Proposal”) to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any or all of the Extension Amendment Proposals (as defined below). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Extension Amendment Proposals and the Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Extension Amendment Proposals.

The Charter Amendment Proposal and the Trust Amendment Proposal (together, the “Extension Amendment Proposals”) are each cross-conditioned on the approval of each other. The Extension Amendment Proposals and the Adjournment Proposal are more fully described in the accompanying proxy statement.

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option, by resolution of our board of directors (our “Board”), and if requested by Achari Sponsor Holdings I LLC, our Company’s sponsor (“Sponsor”), to extend the period by which we must consummate such a Business Combination for a total of three months (the “Original Extension Option”), from the Original Expiration Date of January 19, 2023, to April 19, 2023, by depositing $0.10 for each share of our common stock included in the units which were sold to the public in our IPO (the “Units”) into our Trust Account, as more fully described in our IPO Prospectus.

At a special meeting of the Company’s shareholders held on December 22, 2022, the shareholders of the Company approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement to provide that the Company had the option to extend the period by which it must consummate a Business Combination by up to six months, from the Original Expiration Date of January 19, 2023, to July 19, 2023, with such extension exercisable in six single-month increments. At a second special meeting of the Company’s shareholders held on July 12, 2023, the shareholders of the Company approved additional amendments to the Company’s Third Amended and Restated Certificate of Incorporation and Second Amended and Restated Investment Management Trust Agreement, which provided the Company with the option to extend the period by which it must consummate a Business Combination by an additional six months, or from July 19, 2023 to January 19, 2024. At a third special meeting of the Company’s shareholders held on December 18, 2023, the shareholders of the Company approved additional amendments to the Company’s Fourth Amended and Restated Certificate of Incorporation and Third Amended and Restated Investment Management Trust Agreement, which provided the Company with the option to extend the period by which it must consummate a Business Combination by an additional six months, or from January 19, 2024 to July 19, 2024. Each of the extension options approved at the previous special meetings held on December 22, 2022, July 12, 2023, and December 18, 2023, respectively, were exercisable in six single-month increments (each such monthly extension option, the “Prior Monthly Extension Option(s)”), for an aggregate eighteen-month total extension period if each such Prior Monthly Extension Option were to be exercised by depositing applicable amounts into the Trust Account.

If the Extension Amendment Proposals described in the accompanying proxy statement are approved, we will have the option to extend the period by which we must consummate a Business Combination by an additional three months, from the Current Expiration Date or July 19, 2024, to the Fourth Amended Extended Date, or October 19, 2024 (assuming all three Monthly Extension Options are exercised), by depositing 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 IPO and which remain outstanding on the date of such deposit, which is consistent with respect to the consideration required for our exercise of Prior Monthly Extension Options pursuant to our existing charter and Trust Agreement. Please see “Risk Factors — The Extension Amendments contemplated by the Extension Amendment Proposals may contravene Nasdaq rules in the event all three Monthly Extension Options are exercised and we have not consummated the Vaso Business Combination by October 14, 2024, which may serve as an additional basis for Nasdaq to delist our securities”. If the Extension Amendments are approved by our shareholders and adopted, the Monthly Extension Option(s) will be exercisable on a per-month basis and up to three times, each upon five calendar day’s advance notice to the Trustee and upon deposit of the required amount into the Trust Account to exercise each such Monthly Extension Option. As of the date hereof, all eighteen of the Prior Monthly Extension Options available to us under our existing charter have been exercised, and if the Extension Amendments are not approved by our shareholders and adopted, we expect to begin a liquidation process as further described elsewhere herein.

In certain circumstances, we may decide to not adopt certain proposals, even if such proposals are approved by our shareholders, and in such circumstances we would not redeem any shares. For the avoidance of doubt, the Company maintains sole discretion as to whether to adopt any such proposals herewith which are approved by the shareholders at the special meeting. In any of these scenarios in which the Company decides to forgo adopting proposals which have triggered a redemption right under our charter if such proposals were to be adopted, you will not receive cash for any public shares you have elected to redeem as a result of the Company forgoing the adoption of such proposals.

As previously disclosed in the Current Report on Form 8-K filed with SEC on December 7, 2023 (the “BCA Announcement 8-K”), the Company, Vaso Corporation, a Delaware corporation (“Vaso”), and Achari Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into a business combination agreement, dated as of December 6, 2023 (the “Business Combination Agreement”), contemplating several transactions in connection with which Achari will become the parent company of Vaso (the “Vaso Business Combination”). For more information about the Vaso Business Combination, please refer to the refer to the BCA Announcement 8-K and our registration statement on Form S-4 initially filed with the Securities and Exchange Commission on January 8, 2024, as amended from time to time.

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The purpose of the Extension Amendment Proposals and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete the Vaso Business Combination. You are not being asked to vote on the Vaso Business Combination or any other proposed Business Combination at this time.

If the Extension Amendments are approved and adopted, and the Company decides to exercise a Monthly Extension Option, in connection with any additional monthly period that is needed by the Company to complete the Vaso Business Combination following the Current Expiration Date, and prior to the Fourth Amended Extended Date, the Company will make a deposit (each deposit being referred to herein as a “Deposit”) into the Trust Account of the lesser of (x) $100,000 and (y) $0.04 for each public share which remains outstanding on the date of such Deposit, which is consistent with respect to the consideration required for our exercise of Prior Monthly Extension Options pursuant to our existing charter and Trust Agreement. If the Company does not have the funds necessary to make such Deposit referred to above, our Sponsor has agreed that it and/or any of its affiliates or designees will contribute to the Company as a loan (the Sponsor, affiliate or designee making the loan being referred to herein as a “Contributor” and each loan being referred to herein as a “Contribution”) any amounts needed in order for the Company to make the Deposit described above. The actual amount deposited per share will depend on the number of public shares that remain outstanding after any redemptions in connection with the Extension Amendments and the length of the extension period that will be needed to complete the Business Combination.

If exercised, each Deposit will be placed in the Trust Account on or prior to the Monthly Extension Option exercise deadline. If such Deposit is not timely made, the Company must either (i) consummate a Business Combination prior to the next monthly period or (ii) wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable if the Extension Amendments were not approved.

No Deposit will be made unless the Extension Amendments are approved and the Company determines to file the Charter Amendment. Contribution(s) will be repayable by the Company to the Contributor(s) upon consummation of a Business Combination. The Contributions will be forgiven if the Company is unable to consummate a Business Combination, except to the extent of any funds held outside of the Trust Account. The Company will have the sole discretion as to whether to exercise a Monthly Extension Option. If the Company determines not to exercise a Monthly Extension Option at any time or if the Company’s Board otherwise determines that the Company will not be able to consummate a Business Combination by the Fourth Amended Extended Date and does not wish to seek an additional extension beyond such time, the Company will wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable if the Extension Amendments are not approved.

Holders (“public stockholders”) of our public shares may elect to redeem their shares for their pro rata portion of the funds available in the Trust Account in connection with the submission of the proposals to our shareholders (the “Redemption Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST” the proposals and a Redemption Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the special meeting. A public stockholder may make a Redemption Election regardless of whether such public stockholder was a holder as of the record date for the special meeting. We believe that such redemption right protects our public stockholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable business combination target in the timeframe initially contemplated by our charter. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the proposals, or do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the proposals are approved by the requisite vote of stockholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or upon our dissolution if we do not consummate a Business Combination.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

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We estimate that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $11.46 (based on the amount expected to be in the Trust Account as of the time of the special meeting, including accrued interest and net of estimated taxes) at the time of the special meeting. The closing price of our common stock on June 28, 2024 as reported by the OTC Markets Group, Inc. exchange (the “OTC Markets”) was $11.30. We cannot assure our stockholders that they will be able to sell their shares of our common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our stockholders wish to sell their shares.

Achari’s common stock is currently listed on the Nasdaq Global Market (The Nasdaq Stock Market LLC, including any of the tiers thereof, “Nasdaq”) under the symbol “AVHI”. However, trading in the Company’s securities is currently suspended on Nasdaq and Achari’s Units, public shares and public warrants are only eligible to trade at this time on the “pink” tier of the OTC Markets) under the symbols “AVHIU”, “AVHI” and “AVHIW,” respectively. The trading suspension of the Company’s securities resulted from a delisting determination issued to the Company by Nasdaq related to the failure to consummate the Vaso 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. In response to the notice that a delisting determination had been made, the Company submitted an appeal to the Nasdaq 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 SEC 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 Vaso Business Combination. However, Nasdaq approval of the Company’s initial listing application with respect to the Vaso Business Combination is a condition to the closing of the Vaso 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 Vaso Business Combination. For further information please see “Risk Factors — Trading in the Company’s securities is currently suspended on the Nasdaq exchange as a result of a delisting determination the Company received in connection with the Company’s failure to regain compliance with certain continued listing standards by April 2, 2024, which was the deadline Nasdaq had set for the Company to consummate the Vaso Business Combination or otherwise regain compliance with such standards. The Company appealed such delisting determination, however, on June 20, 2024, the Company was notified that the delisting determination was upheld. At this time, the Company’s securities have not been delisted pending review of the Nasdaq Board of Directors which may occur at any time, and the filing of a Form 25-NSE with the SEC by Nasdaq with respect to the delisting. Any delisting of the Company’s securities may delay, or ultimately prevent, the consummation of the Vaso Business Combination”.

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obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Please note that, 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. For further information please see “Risk Factors — A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.”

Approval of the Extension Amendment Proposals each require the affirmative vote of at least 65% of our outstanding shares of common stock. Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented virtually or by proxy and entitled to vote thereon.

The Board has fixed the close of business on June 28, 2024 as the date for determining our stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of our common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.

You are not being asked to vote on the Vaso Business Combination or any other proposed Business Combination at this time. If the Extension Amendments are implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Fourth Amended Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal and the Trust Amendment Proposal are fair to and in the best interests of our Company and our stockholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” them. In addition, the Board recommends that you vote “FOR” the Adjournment Proposal if the Adjournment Proposal is presented.

Under Delaware law and our bylaws, no other business may be transacted at the special meeting.

Enclosed is the proxy statement containing detailed information concerning each of the proposals and the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your shares.

We look forward to seeing you virtually at the meeting.

Dated: July 1, 2024

By Order of the Board of Directors,
/s/ Vikas Desai
Chairman of the Board of Directors

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the proposals. With respect to the Adjournment Proposal, abstentions will have the same effect as “AGAINST” votes and broker non-votes will have no effect on the approval of the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on July 16, 2024: This notice of meeting, accompanying proxy statement and proxy card are available at https://www.cstproxy.com/acharivc/sm2024.

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ACHARI VENTURES HOLDINGS CORP. I
60 Walnut Avenue, Suite 400
Clark, NJ 07066

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 16, 2024

PROXY STATEMENT

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Achari Ventures Holdings Corp. I, a Delaware corporation (“Achari,” the “Company,” “we,” “us” or “our”) to be held on July 16, 2024 at 10:00 a.m. Eastern time. The special meeting will be held virtually at https://www.cstproxy.com/acharivc/sm2024. You are cordially invited to attend the special meeting for the following purposes:

• Proposal No. 3 — The Adjournment Proposal — a proposal to approve the adjournment of the special meeting (the “Adjournment Proposal”) to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposals (as defined below). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Extension Amendment Proposals and the Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Extension Amendment Proposals.

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(a “Business Combination”). Our original charter and original trust agreement also provided that we had the option, by resolution of our board of directors (our “Board”), and if requested by Achari Sponsor Holdings I LLC, our Company’s sponsor (“Sponsor”), to extend the period by which we must consummate such a Business Combination for a total of three months (the “Original Extension Option”), from the Original Expiration Date of January 19, 2023, to April 19, 2023, by depositing $0.10 for each share of our common stock included in the units which were sold to the public in our IPO into our Trust Account, as more fully described in our IPO Prospectus.

If the Charter Amendment Proposal and the Trust Amendment Proposal described in the Company’s proxy statement are approved, we will have the option to extend the period by which we must consummate a Business Combination by an additional three months, from the Current Expiration Date or July 19, 2024, to the Fourth Amended Extended Date, or October 19, 2024 (assuming all three Monthly Extension Options are exercised), by depositing 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 IPO and which remain outstanding on the date of such deposit. Please see “Risk Factors — The Extension Amendments contemplated by the Extension Amendment Proposals may contravene Nasdaq rules in the event all three Monthly Extension Options are exercised and we have not consummated the Vaso Business Combination by October 14, 2024, which may serve as an additional basis for Nasdaq to delist our securities”. If the Extension Amendments are approved by our shareholders and adopted, the Monthly Extension Option(s) will be exercisable on a per-month basis and up to three times, each upon five calendar day’s advance notice to the Trustee and upon deposit of the required amount into the Trust Account to exercise each such Monthly Extension Option. As of the date hereof, all eighteen of the Prior Monthly Extension Options available to us under our existing charter have been exercised, and if the Extension Amendments are not approved by our shareholders and adopted, we expect to begin a liquidation process as further described elsewhere herein.

In certain circumstances, we may decide to not adopt certain proposals, even if such proposals are approved by our shareholders, and in such circumstances we would not redeem any shares. For the avoidance of doubt, the Company maintains sole discretion as to whether to adopt any such proposals which are approved by the shareholders at the special meeting. In any of these scenarios in which the Company decides to forgo adopting proposals which have triggered a redemption right under our charter if such proposals were to be adopted, you will not receive cash for any public shares you have elected to redeem as a result of the Company forgoing the adoption of such proposals.

As previously disclosed in the Current Report on Form 8-K filed with SEC on December 7, 2023 (the “BCA Announcement 8-K”), the Company, Vaso Corporation, a Delaware corporation (“Vaso”) and Achari Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into a business combination agreement, dated as of December 6, 2023 (the “Business Combination Agreement”), contemplating several transactions in connection with which Achari will become the parent company of Vaso (the “Vaso Business Combination”). For more information about the Vaso Business Combination, please refer to the refer to the BCA Announcement 8-K and our registration statement on Form S-4 initially filed with the Securities and Exchange Commission on January 8, 2024, as amended from time to time.

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If the Extension Amendments are approved and adopted, and the Company decides to exercise a Monthly Extension Option, in connection with any additional monthly period that is needed by the Company to complete a Business Combination following the Current Expiration Date, and prior to the Fourth Amended Extended Date, the Company will make a deposit (each deposit being referred to herein as a “Deposit”) into the Trust Account of the lesser of (x) $100,000 and (y) $0.04 for each public share which remains outstanding on the date of such Deposit. If the Company does not have the funds necessary to make such Deposit referred to above, our Sponsor has agreed that it and/or any of its affiliates or designees will contribute to the Company as a loan (the Sponsor, affiliate or designee making the loan being referred to herein as a “Contributor” and each loan being referred to herein as a “Contribution”) any amounts needed in order for the Company to make the Deposit described above. The actual amount deposited per share will depend on the number of public shares that remain outstanding after any redemptions in connection with the Extension Amendments and the length of the extension period that will be needed to complete the Business Combination.

Holders (“public stockholders”) of our public shares may elect to redeem their shares for their pro rata portion of the funds available in the Trust Account in connection with the submission of the Extension Amendment Proposals to our shareholders (the “Redemption Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposals and a Redemption Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the special meeting. A public stockholder may make a Redemption Election regardless of whether such public stockholder was a holder as of the record date for the special meeting. We believe that such redemption right protects our public stockholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable business combination target in the timeframe initially contemplated by our charter. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposals, or do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the Extension Amendment Proposals are approved by the requisite vote of stockholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or upon our dissolution if we do not consummate a Business Combination.

The withdrawal of funds from the Trust Account in connection with any redemption may result in the Trust Account containing significantly less than the approximately $11.46 expected to be in the Trust Account as of July 16, 2024 (including accrued interest and net of estimated taxes), which would therefore reduce the amount of funds available

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to us to pursue a Business Combination. In the event the amount of funds in the Trust Account is significantly diminished, we may need to obtain additional funding to complete a Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. See “Risk Factors” for further information.

If the Extension Amendments are not approved and we have not consummated a Business Combination by July 19, 2024, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of 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 our 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Please note that, 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. For further information please see “Risk Factors — A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.”

In our IPO, we issued, and sold to the public, units, consisting of shares of our common stock and redeemable warrants to purchase certain additional amounts of our common stock (together, the “Units”). Prior to and concurrently with our IPO, we also issued and sold certain other amounts of common stock and warrants to our Sponsor in various private placements. Our Sponsor has waived its rights to any liquidating distributions from the Trust Account with respect to any shares it holds if we fail to complete our Business Combination. As a consequence of such waiver, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event the Company winds up.

Achari’s common stock is currently listed on the Nasdaq Global Market (The Nasdaq Stock Market LLC, including any of the tiers thereof, “Nasdaq”) under the symbol “AVHI”. However, trading in the Company’s securities is currently suspended on Nasdaq and Achari’s Units, public shares and public warrants are therefore only eligible to trade at this time on the “pink” tier of the OTC Markets Group, Inc. exchange (the “OTC Markets”) under the symbols “AVHIU”, “AVHI” and “AVHIW,” respectively. The trading suspension of the Company’s securities resulted from a delisting determination issued to the Company by Nasdaq related to the failure to consummate the Vaso 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. In response to the delisting determination notice, the Company submitted an appeal to the Nasdaq Hearing Review Council (the “Listing Council”) on April 19, 2024.

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Company’s initial listing application with respect to the Vaso Business Combination is a condition to the closing of the Vaso 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 Vaso Business Combination. For further information please see “Risk Factors — Trading in the Company’s securities is currently suspended on the Nasdaq exchange as a result of a delisting determination the Company received in connection with the Company’s failure to regain compliance with certain continued listing standards by April 2, 2024, which was the deadline Nasdaq had set for the Company to consummate the Vaso Business Combination or otherwise regain compliance with such standards. The Company appealed such delisting determination, however, on June 20, 2024, the Company was notified that the delisting determination was upheld. At this time, the Company’s securities have not been delisted pending review of the Nasdaq Board of Directors which may occur at any time, and the filing of a Form 25-NSE with the Securities and Exchange Commission by Nasdaq with respect to the delisting. Any delisting of the Company’s securities may delay, or ultimately prevent, the consummation of the Vaso Business Combination” and “If we are delisted from Nasdaq, we will become subject to the “penny stock” rules, the ability of our investors to sell their shares will likely be adversely impacted, and we will likely be unable to consummate the Vaso Business Combination in a timely manner, or at all, and will be forced to liquidate. If we are forced to liquidate, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and any Public Warrants held by our investors would expire worthless.”

Our Sponsor has agreed that they will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of its IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. The per-share liquidation price for the public shares is anticipated to be approximately $11.46 (based on the amount expected to be in the Trust Account as of the time of the special meeting, including accrued interest and net of estimated taxes). Nevertheless, we cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.15, plus interest, due to unforeseen claims of potential creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by us to pay our franchise and income taxes payable.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our Business Combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

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(such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Approval of the Extension Amendments will result in our consent to instruct the Trustee to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to us to pay our taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their applicable portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by us to complete a Business Combination on or before the Fourth Amended Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on any Business Combination through the Fourth Amended Extended Date if the Extension Amendments are approved.

The record date for the special meeting is June 28, 2024. Record holders of our common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 3,050,941 outstanding shares of common stock. Our warrants do not have voting rights.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

This proxy statement is dated June 28, 2024 and is first being mailed to stockholders on or about July 2, 2024.

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		Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		1
FORWARD-LOOKING STATEMENTS		11
RISK FACTORS		12
BACKGROUND		23
PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL		27
PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL		34
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		37
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		38
SUBMISSION OF STOCKHOLDER PROPOSALS		42
SHAREHOLDER PROPOSALS		42
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		42
WHERE YOU CAN FIND MORE INFORMATION		43
ANNEX A — FORM OF THE CHARTER AMENDMENT		A-1
ANNEX B — FORM OF PROPOSED AMENDMENT TO TRUST AGREEMENT		B-1

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

Q. Why am I receiving this proxy statement?

A. This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting of stockholders to be held on July 16, 2024 at 10:00 a.m. Eastern time. The special meeting will be held at https://www.cstproxy.com/acharivc/sm2024. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.

Achari is a blank check company incorporated in Delaware whose business purpose is to enter into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 19, 2021, we consummated our IPO. Like most blank check companies, our charter provides for the return of the proceeds raised in our IPO and certain other amounts held in trust to the holders of shares of common stock sold in our IPO if we do not consummate a Business Combination on or before a certain date. In our case, such date is July 19, 2024, which we refer to as the Current Expiration Date and which assumes our exercise in full of all remaining Monthly Extension Options currently available to us.

Our Board believes that it is in the best interests of our stockholders to continue the Company’s existence until at least October 19, 2024, which we refer to as the Fourth Amended Extended Date, in order to allow the Company more time to complete a Business Combination, as the Company believes it will not be able to do so by July 19, 2024, and the Board desires to have the flexibility to extend the Company’s time to complete a Business Combination on terms other than those set forth in our existing charter. Therefore, the Board is submitting Proposals 1 and 2 described in this proxy statement for the stockholders to vote upon.

In addition, we are submitting Proposal 3 to allow the Company more time to solicit additional proxies in favor of the Extension Amendment Proposals, in the event the Company does not have a quorum or does not receive the requisite votes to approve any of the Extension Amendment Proposals which the Company believes it is in the best interest of the Company to adopt.

Q. What is being voted on?

A. You are being asked to vote on three proposals:

• a proposal to amend our charter to extend the date by which Achari has to consummate a Business Combination to the Fourth Amended Extended Date (October 19, 2024) or such earlier date as determined by the Board;

• a proposal to amend the Trust Agreement to provide that the Current Expiration Date may be extended, at our option, and on a monthly basis, by up to three months, to the Fourth Amended Extended Date (October 19, 2024); and

• a proposal to allow the Company more time to solicit additional proxies in favor of the Extension Amendment Proposals, in the event the Company does not have a quorum or does not receive the requisite stockholder vote to approve any of the Extension Amendment Proposals which the Company believes it is in the best interest of the Company to adopt.

Q. What is the purpose of the Extension Amendments?

A. The purpose of the Extension Amendments is to provide the Company with sufficient time to complete a Business Combination. The Board believes that it is in the best interests of our stockholders to provide the Company more time to consummate a Business Combination. We intend to hold another stockholders’ meeting prior to the Fourth Amended Extended Date in order to seek stockholder approval of a Business Combination. The Charter Amendment Proposal and the Trust Amendment Proposal are each cross-conditioned on the approval of each other.

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If the Extension Amendments are implemented, such approval will constitute consent for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a Business Combination on or before the Fourth Amended Extended Date.

If the Extension Amendment Proposals are approved, the removal of the Withdrawal Amount from the Trust Account in connection with a Redemption Election will reduce the amount held in the Trust Account following such Redemption Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposals are approved and the amount remaining in the Trust Account may be only a fraction of the approximately $6,315,604 (based on the amount expected to be in the Trust Account as of July 16, 2024, including accrued interest and net of estimated taxes), which could impact our ability to consummate a Business Combination.

If the Extension Amendment Proposals are not approved by July 19, 2024, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 our 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Please note that, 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. For further information please see “Risk Factors — A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.”

Our Sponsor, officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any shares held by them if we fail to complete our Business Combination by July 19, 2024 or October 19, 2024, if the Extension Amendments are approved and adopted and all Monthly Extension Options are exercised). Please see “Risk Factors — The Extension Amendments contemplated by the Extension Amendment Proposals may contravene Nasdaq rules in the event all three Monthly Extension Options are exercised and we have not consummated the Vaso Business Combination by October 14, 2024, which may serve as an additional basis for Nasdaq to delist our securities”. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event the Company winds up. We will pay the costs of liquidation from our remaining assets outside of the Trust Account.

Q. Why is the Company proposing the Charter Amendment Proposal and Trust Amendment Proposal?

A. Our charter and the Trust Agreement provide for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying Business Combination(s) consummated on or before July 19, 2024. However, our Board currently believes that there will not be sufficient time before July 19, 2024 to complete the Vaso Business Combination and our Board desires to have the flexibility to extend the Company’s time to complete a Business Combination on terms other than those set forth in our Fifth Amended and Restated Certificate of Incorporation. The purpose of the Extension Amendment Proposals and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete the Vaso Business Combination, which our Board believes is in the best interests of our stockholders. The Board believes that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, including the fact that we have entered into the Vaso Business Combination Agreement, circumstances warrant providing the Company an opportunity to continue to pursue the opportunity to consummate a Business Combination.

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After entering into a definitive agreement to consummate a Business Combination (including with respect to the transaction disclosed in the BCA Announcement 8-K), we will need additional time to prepare, file with the Securities and Exchange Commission (“SEC”), and deliver to our stockholders a proxy statement to seek stockholder approval of a Business Combination.

You are not being asked to vote on the Vaso Business Combination or any other proposed Business Combination at this time. If the Extension Amendments are implemented and you do not elect to redeem your public shares in connection with the Extension Amendments, you will retain the right to vote on a future Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash from the Trust Account in the event such future Business Combination is approved and completed or the Company has not consummated a Business Combination by the Fourth Amended Extended Date.

Q. Why should I vote for the Charter Amendment Proposal and the Trust Amendment Proposal?

A. Our Board believes stockholders will benefit from the Company consummating a Business Combination and is proposing the Charter Amendment Proposal and the Trust Amendment Proposal to extend the date by which we must complete a Business Combination until the Fourth Amended Extended Date. The Charter Amendment Proposal and the Trust Amendment Proposal would give us the opportunity to complete a Business Combination.

Our charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a Business Combination before July 19, 2024, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval 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 not previously released to us to pay our taxes, divided by the number of then outstanding public shares. We believe that this charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by our charter. Our Board also believes, however, that is in the best interests of our stockholders to provide our Company with additional time to complete a Business Combination. The Board believes that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, including the fact that we have previously entered into the Vaso Business Combination Agreement, circumstances warrant providing the Company an opportunity to continue to pursue the opportunity to consummate a Business Combination.

If the Extension Amendments are approved, and adopted and the Company decides to exercise a Monthly Extension Option, in connection with any additional monthly period that is needed by the Company to complete a Business Combination following the Current Expiration Date, and prior to the Fourth Amended Extended Date, the Company will make a Deposit into the Trust Account of the lesser of (x) $100,000 and (y) $0.04 for each public share which remains outstanding on the date of such Deposit. If the Company does not have the funds necessary to make such Deposit referred to above, our Sponsor has agreed that it and/or any of its affiliates or designees will contribute to the Company as a loan any amounts needed in order for the Company to make the Deposit described above. The actual amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension Amendments and the length of the extension period that will be needed to complete the Business Combination.

If exercised, each Deposit will be placed in the Trust Account on or prior to the applicable Monthly Extension Option exercise deadline. If such Deposit is not timely made, the Company must either (i) consummate a Business Combination prior to the next monthly period or (ii) wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable if the Extension Amendments were not approved.

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determines that the Company will not be able to consummate a Business Combination by the Fourth Amended Extended Date and does not wish to seek an additional extension beyond such time, the Company will wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable if the Extension Amendments are not approved.

You will have redemption rights in connection with the Extension Amendments; however, if the Extension Amendments are adopted, you will not have any redemption rights in connection with the Company exercising Monthly Extension Options.

Q. How do the Achari insiders intend to vote their shares?

A. All of our directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of all of the proposals.

Our directors, executive officers and their respective affiliates are not entitled to redeem the founder shares they purchased in a private placement prior to our IPO (such shares of common stock referred to herein as “founder shares”). With respect to shares purchased in the open market by our directors, executive officers and their respective affiliates, such public shares may be redeemed. At the time of our IPO, our directors, executive officers and their affiliates beneficially owned and were entitled to vote 2,500,000 founder shares, representing, at that time, approximately 20.0% of our issued and outstanding common stock. However, as a result of the redemptions which occurred in connection with our special meetings on December 22, 2022, July 12, 2023 and December 18, 2023, our directors, executive officers and their respective affiliates now own and are entitled to vote shares representing approximately 81.94% of our issued and outstanding common stock. Our directors, executive officers and their affiliates do not beneficially own any shares other than founder shares as of the date hereof.

Our directors, executive officers and their affiliates may also choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals. Any public shares held by affiliates of Achari may be voted in favor of the proposals.

Q. What vote is required to approve each of the proposals and how are votes counted?

A. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”, “AGAINST” or “WITHHOLD” votes, as well as abstentions and broker non-votes.

Approval of the Charter Amendment Proposal requires the affirmative vote of at least 65% of our outstanding shares of common stock.

Approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of our outstanding shares of common stock.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented virtually or by proxy and entitled to vote thereon.

With respect to each of the Extension Amendment Proposals, abstentions and broker non-votes will have the same effect as “AGAINST” votes. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Extension Amendment Proposals presented to the stockholders at the special meeting will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your nominee to vote your shares in accordance with directions you provide.

With respect to the Adjournment Proposal, abstentions with respect to this proposal will have the effect of a vote “AGAINST” such proposal. Broker non-votes with respect to this proposal will have no effect on the vote.

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If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. None of the proposals are considered “discretionary” items. We urge you to give voting instructions to your broker on all proposals.

Q. What if I don’t want to vote for the Charter Amendment Proposal or the Trust Amendment Proposal?

A. If you do not want the Charter Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the Charter Amendment Proposal and the Trust Amendment Proposal, as applicable. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension Amendments are implemented, the Withdrawal Amount will be withdrawn from the Trust Account and shall be paid to the redeeming public stockholders.

The Board may decide to abandon the Extension Amendments if our shareholders do not approve the Charter Amendment Proposal and the Trust Amendment Proposal.

Q. Will you seek any further extensions to liquidate the Trust Account?

A. At this time, other than the approval we are seeking to amend the Fifth Amended and Restated Certificate of Incorporation and Third Amended and Restated Investment Management Trust Agreement to allow for the exercise of Monthly Extension Options to extend the period by which we must consummate a Business Combination to the Fourth Amended Extended Date as described herein, we do not currently anticipate seeking any further extensions with respect to the timing to consummate a Business Combination. We have provided that all holders of public shares, including those who vote for the Extension Amendments, may elect to redeem their public shares into their pro rata portion of the Trust Account and should receive the corresponding funds shortly after the stockholder meeting, which is scheduled for July 16, 2024. Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to future Business Combinations, or, if we do not consummate a Business Combination by the Fourth Amended Extended Date, such holders shall be entitled to their pro rata portion of the Trust Account on such date.

Q. What happens if the Charter Amendment Proposal and the Trust Amendment Proposal are not approved?

A. If the Extension Amendments are not approved and we have not consummated a Business Combination by July 19, 2024, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of 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 our 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Please note that, 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. For further information please see “Risk Factors — A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.”

Approval of the Charter Amendment Proposal and the Trust Amendment Proposal each require the affirmative vote of at least 65% of our outstanding shares of common stock. The affirmative vote of at least a majority of the votes cast by the stockholders present virtually or represented by proxy at the special meeting is required to approve the Adjournment Proposal.

Our Sponsor, officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our Business Combination by July 19, 2024, and will similarly waive such rights in connection with the Extension Amendments. As a consequence

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of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless if the Company winds up. We will pay the costs of liquidation from our remaining assets outside of the Trust Account.

Q. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?

A. If the Charter Amendment Proposal is approved, we will file the Charter Amendment with the Secretary of State of the State of Delaware in the form of Annex A hereto to extend the time we must complete a Business Combination until the Fourth Amended Extended Date. If the Trust Amendment Proposal is approved, we will execute an amendment to Trust Agreement in the form of Annex B hereto. We will remain a reporting company under the Exchange Act, and our units, common stock, and public warrants will remain publicly traded. We will then continue to work to consummate a Business Combination by the Fourth Amended Extended Date.

If the Extension Amendments are implemented, the removal of the Withdrawal Amount from the Trust Account in connection with any redemptions will reduce the amount held in the Trust Account. We cannot predict the amount that will remain in the Trust Account if any redemptions occur, and the amount remaining in the Trust Account following any such redemptions may be only a fraction of the amount that is expected to be in the Trust Account as of July 16, 2024.

Because we have only a limited time to complete our Business Combination, even if we are able to effect the Extension Amendments, our failure to complete the Business Combination within the requisite time period will require us to liquidate. If we liquidate, our public shareholders may only receive $10.15 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15 per share (the amount originally deposited in our Trust Account upon the consummation of our IPO) on the redemption of their shares. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Q. Would I still be able to exercise my redemption rights in connection with a business combination if I approve the Extension Amendments?

A. Unless you elect to redeem all of your shares in connection with the Extension Amendments, you will be able to vote on any Business Combination when it is submitted to stockholders. If you disagree with the Business Combination, you will also retain your right to redeem your public shares upon consummation of a Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in our charter.

Q. How do I attend the meeting?

A. If you are a registered stockholder, you received a proxy card from the Company’s transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend the virtual special meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the transfer agent at the phone number or e-mail address below.

You can pre-register to attend the virtual meeting starting July 9, 2024 at 12:00 p.m. Eastern time (five business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/acharivc/sm2024, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

Beneficial holders, who own their investments through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number.

We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

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If you do not have internet capabilities, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free), within the U.S. and Canada, or +1 857-999-9155 (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number 6870237#. This is listen only, you will not be able to vote or enter questions during the meeting.

Q. How do I change my vote?

A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, Achari’s proxy solicitor, prior to the date of the special meeting or by voting virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066, Attention: Merrick Friedman, Secretary.

Please note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the special meeting and vote at the special meeting online, you must follow the instructions included with the enclosed proxy card.

Q. If my shares are held in “street name,” will my broker automatically vote them for me?

A. With respect to each of the proposals, your broker can vote your shares only if you provide them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.

Q. What is a quorum requirement?

A. A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present with regard to each of the proposals if at least a majority of the outstanding shares of common stock on the record date are represented by stockholders present at the meeting or by proxy at the special meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman of the special meeting may adjourn the special meeting to another date. As of the record date for the special meeting, 1,525,471 shares of our common stock would be required to achieve a quorum.

Q. Who can vote at the special meeting?

A. Only holders of record of our common stock at the close of business on June 28, 2024, the record date, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On the record date, 3,050,941 shares of common stock, including 550,941 public shares, were outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

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Q. How does the Board recommend I vote?

A. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the Charter Amendment Proposal and the Trust Amendment Proposal, are fair to and in the best interests of the Company and our stockholders. The Board recommends that our stockholders vote “FOR” each of the Charter Amendment Proposal and the Trust Amendment Proposal. In addition, the Board recommends that you vote “FOR” the Adjournment Proposal if such proposal is presented.

Q. What interests do the Company’s directors and officers have in the approval of the proposals?

A. Achari’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of founder shares and warrants that may become exercisable in the future and the possibility of future compensatory arrangements.

Q. What if I object to the Charter Amendment Proposal and and/or Trust Amendment Proposal? Do I have appraisal rights?

A. If you do not want the Charter Amendment Proposal and/or the Trust Amendment Proposal to be approved, you must vote against such proposals, as applicable, abstain from voting or refrain from voting. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any future Business Combination we propose. You will still be entitled to make a Redemption Election if you vote against, abstain or do not vote on the Charter Amendment and/or the Trust Amendment Proposal. In addition, public stockholders who do not make a Redemption Election would be entitled to redemption if we have not completed a Business Combination by the Fourth Amended Extended Date. Our stockholders do not have appraisal rights in connection with the Charter Amendment or the Trust Amendment under the DGCL.

Q. What happens to the Achari warrants if the Charter Amendment Proposal and the Trust Amendment Proposal are not approved?

A. If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a Business Combination by July 19, 2024, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of 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 our 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up. Please note that, 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. For further information please see “Risk Factors — A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.”

Q. What happens to the Achari warrants if the Charter Amendment Proposal and the Trust Amendment Proposal are approved?

A. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, we will continue our efforts to consummate a Business Combination until the Fourth Amended Extended Date, and expect to retain the blank check company restrictions previously applicable to us. The warrants will remain outstanding in accordance with their terms.

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Q. What do I need to do now?

A. We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q. How do I vote?

A. If you are a holder of record of our common stock, you may vote virtually at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote virtually if you have already voted by proxy.

If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Q. How do I redeem my shares of Achari common stock?

A. If the Extension Amendments are implemented, each public stockholder may seek to redeem such stockholder’s public shares for its pro rata portion of the funds available in the Trust Account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed Business Combination, or request to amend our charter in connection with seeking approval for a further extension of time to consummate a Business Combination if the Company has not consummated a Business Combination by the Fourth Amended Extended Date.

Certificates that have not been tendered in accordance with these procedures at least two business days prior to the special meeting will not be redeemed for cash. Any request for redemption, once made by a public stockholder, may not be withdrawn once submitted to us unless our Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). In addition, if you deliver your shares for redemption to the transfer agent and later decide prior to the special meeting not to redeem your shares, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.

In the event that a public stockholder tenders shares and the Extension Amendments are not approved or are abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendments will not be approved or will be abandoned. We anticipate that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendments would receive payment of the redemption price for such shares soon after the adoption of the Extension Amendments. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

Q. What should I do if I receive more than one set of voting materials?

A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you

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will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q. Who is paying for this proxy solicitation?

A. We will pay for the entire cost of soliciting proxies. We have also retained Morrow Sodali LLC, a proxy solicitation firm, for assistance in connection with the solicitation of proxies for the special meeting. Any customary fees of Morrow Sodali LLC will be paid by us. In addition to these mailed proxy materials, our directors and officers may also solicit proxies virtually, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Q. Where do I find the voting results of the special meeting?

A. We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, to be filed with the SEC within four business days following the special meeting.

Q. Who can help answer my questions?

A. If you have questions, you may write or call Achari’s proxy solicitor at the address below:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: AVHI.info@investor.morrowsodali.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement and the documents to which we refer you in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties may include, but are not limited to, for example, the following risks, uncertainties and other factors:

• our stockholders approval of the Extension Amendment Proposals and the Company’s ability to adopt them;

• the ability of the Company to reach an agreement on, finance or consummate a Business Combination (including with respect to the Vaso Business Combination);

• unanticipated delays in the distribution of the funds from the Trust Account;

• claims by third parties against the Trust Account;

• the volatility of the market price and liquidity of our securities;

• proposed changes in SEC rules related to special purpose acquisition companies; or

• our ability to comply with the continued listing standards of Nasdaq.

You should carefully consider these risks, in addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to our IPO dated October 14, 2021 (Registration No. 333-258476), our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, our joint proxy statement/prospectus filed with the SEC on Form S-4/A on June 14, 2024 (Registration No. 333-276422) and our other filings with the SEC. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information” for additional information about our filings.

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023, our Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024 and in the other reports we file with the SEC before making any voting decision or a redemption decision. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. For risk factors related to the Vaso Business Combination, please see the joint proxy statement/prospectus filed with the SEC on Form S-4/A on June 14, 2024 (Registration No. 333-276422), as may be further amended from time to time. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

Our Sponsor, certain members of our Sponsor and officers own a substantial number of shares of our common stock and can approve the Extension Amendment Proposals and the Adjournment Proposal, if presented, with no support from other stockholders.

As a result of the redemptions by our public stockholders in connection with our special meetings held on December 22, 2022, July 12, 2023 and December 18, 2023, our Sponsor, certain members of our Sponsor, directors and officers collectively own approximately 81.94% of the outstanding shares of our common stock entitled to vote at this special meeting, and plan to vote all of the shares of our common stock owned by them in favor of the Extension Amendment Proposals, including (if presented) the Adjournment Proposal. If our Sponsor and our directors and officers attend the special meeting, a quorum will be achieved even if all other stockholders do not attend. If they vote all of the shares of our common stock owned by them at the special meeting, the Extension Amendment Proposals (including the Adjournment Proposal, if presented) can be approved at the special meeting even none of our public stockholders approve such proposals.

Since the Sponsor will lose its entire investment in us if an initial business combination is not completed, it may have a conflict of interest in the approval of the proposals at the special meeting.

In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of the 2,500,000 founder shares held directly and indirectly by the Sponsor and certain members of the Sponsor and the 7,133,333 private warrants that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares and to public shareholders, and not to the Sponsor or any members of the Sponsor who do not, as of the date hereof, own any public shares, and will not receive any funds from a liquidation of the Trust Account with respect to any founder shares or private placement warrants they own directly or indirectly. In addition, certain of our executive officers have beneficial interests in the Sponsor. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if a Business Combination is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined company after the Business Combination, even if other holders of our common stock experience a negative rate of return, due to our Sponsor having initially purchased the founder shares for an aggregate purchase price of $25,000. The personal and financial interests of our Sponsor, certain member of our Sponsor, directors and officers may influence their motivation in identifying selecting, or approving a target business combination to consummate a potential Business Combination with and therefore may have interests different from your interests as a stockholder in connection with the proposals being presented at this special meeting.

There are no assurances that the Extension Amendments will enable us to complete a Business Combination, including, but not limited to, the Vaso Business Combination.

Approving the Extension Amendments involves a number of risks. Even if the Extension Amendments are approved, the Company can provide no assurances that the Business Combination will be consummated prior to the Fourth Amended Extended Date. Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendments are approved, the Company expects to seek

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stockholder approval of a Business Combination after entering into a merger agreement with a target business. We are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendments, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the Extension Amendments or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all, which could make us less attractive to potential targets. The fact that we will have separate redemption events in connection with the Extension Amendments, and the Business Combination votes could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

Delays in the government budget process or a government shutdown may materially adversely affect our ability to complete a Business Combination or the operations of the combined company following a Business Combination.

Each year, the U.S. Congress must pass all spending bills in the federal budget. If any such spending bill is not timely passed, a government shutdown will close many federally run operations, which includes those of the SEC, and halt work for federal employees unless they are considered essential. If a government shutdown was to occur, and the SEC were to remain closed for a prolonged period of time, we may not be able to complete our initial business combination by July 19, 2024 (or by the Fourth Amended Extended Date as may be approved by our shareholders in connection with this special meeting), particularly if the SEC is unable to timely review our filings, or those of a target business or other entity, that relate to our Business Combination or to declare such filings effective as may be applicable. Additionally, following consummation of our Business Combination, the combined company’s operations or its ability to raise additional capital to support its operations could be materially adversely affected by any prolonged government shutdown.

There is no guarantee that redeeming public shares will put public stockholders in a better future economic position.

We can give no assurance as to the market value of our public shares in the future. If a public stockholder chooses to redeem some or all of its public shares in connection with the Extension Amendments, future events (in particular, the consummation of a Business Combination) may cause an increase of the market price of our public shares, which may result in a lower value realized by redeeming public shares than a public stockholder might have realized if it did not redeem its public shares.

In the event the Extension Amendments are approved and effected, the ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our securities.

In connection with the Extension Amendments, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our shares. As a result, you may be unable to sell your shares even if the market price per share is higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our investments or business, including our ability to negotiate and complete a Business Combination.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination.

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If Achari is deemed to be an investment company for purposes of the Investment Company Act, Achari would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, Achari may abandon its efforts to consummate an initial business combination and liquidate.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, and it is possible that a claim could be made that Achari has been operating as an unregistered investment company. If Achari is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, Achari would be subject to burdensome compliance requirements. Achari does not believe that its principal activities will subject it to regulation as an investment company under the Investment Company Act. However, if Achari is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, Achari would be subject to additional regulatory burdens and expenses for which Achari has not allotted funds. As a result, unless Achari is able to modify its activities so that Achari would not be deemed an investment company, Achari would likely abandon its efforts to complete an initial business combination and instead liquidate. If Achari is required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business including the potential appreciation in the value of its stock and warrants following such a transaction, and their Public Warrants would expire worthless.

To mitigate the risk that Achari could be deemed to be an investment company for purposes of the Investment Company Act, in September 2023, Achari instructed the trustee to liquidate any securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination or its liquidation. As a result of the liquidation of securities in the Trust Account, Achari may receive less interest on the funds held in the Trust Account than the interest Achari would have received pursuant to its original Trust Account investments, which could reduce the dollar amount its Public Stockholders would receive upon any redemption or liquidation of Achari.

Until September 2023, the funds in the Trust Account had, since Achari’s IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of Achari being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, in September 2023, Achari instructed the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of consummation of an initial business combination or liquidation of Achari. Following such liquidation, Achari may receive less interest on the funds held in the Trust Account than the interest Achari would have received pursuant to its original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to Achari to pay its taxes. Consequently, the transfer of the funds in the Trust Account to an interest-bearing demand deposit account at a bank could reduce the dollar amount its Public Stockholders would receive upon any redemption or liquidation of Achari.

A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IRS and the Treasury have issued a notice of an intention to issue proposed regulations (the “Notice”); the Notice also provides interim guidance on which taxpayers can rely until issuance of the proposed regulations.

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The IRA excise tax applies only to repurchases that occur after December 31, 2022. In the absence of definitive guidance, it is uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of our Public Shares after December 31, 2022, including any redemptions in connection with an initial Business Combination or extension requests, or exchanges of stock pursuant to an acquisitive reorganization (i.e., pursuant to an initial Business Combination or otherwise). Nevertheless, under the Notice, it appears that distributions pursuant to a complete liquidation of Achari (e.g., in the event we do not consummate an initial Business Combination) generally are not subject to this 1% excise tax, and other redemptions or repurchases of stock made during the same taxable year as the taxable year Achari completely liquidates and dissolves also would be exempt. However, in the absence of definitive guidance, it is possible that any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial Business Combination, extension request or otherwise may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with an initial Business Combination or otherwise would depend on a number of factors, including (i) the fair market value of the stock subject to redemptions and repurchases or exchanged in an acquisitive reorganization in connection with the initial Business Combination, (ii) the structure of the initial Business Combination, (iii) the nature and amount of any private investment in public equity or other equity issuances in connection with the initial Business Combination (or otherwise issued not in connection with the initial Business Combination but issued within the same taxable year of the initial Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an initial Business Combination and in our ability to complete an initial Business Combination and might affect the structure chosen for an initial Business Combination and any potential financing in connection with the initial Business Combination. In connection with the adoption of the Third Amended and Restated Certificate of Incorporation, we redeemed 8,980,535 shares of our Common Stock on December 22, 2022. Because such redemption occurred prior to December 31, 2022 (and the stated effectiveness of the IRA), we do not believe any such redemptions are subject to the provisions of the IRA or any associated excise tax liability; however, we cannot assure you that this will be the case or that if we are subject to excise tax liability, whether in connection with such redemptions described above or otherwise, that we will have funds sufficient to pay such excise tax liability.

Additionally, at the Special Meeting of stockholders held on July 12, 2023, holders of 381,144 shares of Common Stock of Achari 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. Achari has recorded excise tax liability of $40,027 in connection with such redemption. Additionally, at the Special Meeting of stockholders held on December 18, 2023, holders of 87,380 shares of Common Stock of Achari 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. Achari has recorded excise tax liability of $9,529.40 in connection with such redemption. As a result, and in connection with a potential excise tax on share repurchases imposed by the IR Act, we have recorded a liability entitled “Common stock redemption payable” on our condensed balance sheets as of December 31, 2022 (and a zero balance for such liability as of December 31, 2023 as a result of the completion of the redemption repayments in January 2023), and a current liability entitled “Excise tax liability accrued for common stock with redemptions” of $391,544 (including $341,988 pertaining to December 2022 Redemptions) on our condensed statements of cash flows for the year ended December 31, 2023. The referenced current liability does not impact the condensed 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.

We expect to record a further excise tax liability in connection with any redemptions which occur in connection with certain of the proposals being subject to shareholders for approval at this Special Meeting. As the Company has previously disclosed, the Company has determined that funds in the Trust Account, including any interest thereon, will not be used to pay for any excise tax liabilities which may be imposed as a result of the IRA.

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We may be deemed a “foreign person” under the regulations relating to CFIUS and our failure to obtain any required approvals within the requisite time period may require us to liquidate.

Our sponsor is not controlled by and does not have substantial ties with any non-U.S. person. Mr. Desai, who is the Company’s Chief Executive Officer, is a U.S. citizen. As a result, we do not expect the Company to be considered a “foreign person” under the regulations administered by the Committee on Foreign Investment in the United States (“CFIUS”). However, if our Business Combination becomes subject to CFIUS review, CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete our Business Combination on or prior to July 19, 2024 (or up to the Fourth Amendment Extended Date if the Charter Amendment Proposal and the Trust Amendment Proposal are approved) because the review process drags on beyond such timeframe or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate and whether the Charter Amendment Proposal and the Trust Amendment Proposal have been approved, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share (the amount originally deposited in our Trust Account upon the consummation of our IPO).

Our placing of funds in the Trust Account upon the consummation of our IPO may not protect those funds from third-party claims against us. Although we previously have, and will continue to seek to have all vendors, service providers (except for our independent registered public accounting firm and legal counsel), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. WithumSmith+Brown PC, our independent registered public accounting firm, our legal counsel Katten Muchin Rosenman LLP and the underwriters of our IPO have not executed agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete a Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with a Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.15 per share initially held in the Trust Account, due to claims of such creditors.

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Pursuant to our letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are securities of the Company. Therefore, it is unlikely that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for a Business Combination and redemptions could be reduced to less than $10.15 per share. In such event, we may not be able to complete a Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Trading in the Company’s securities is currently suspended on the Nasdaq exchange as a result of a delisting determination the Company received in connection with the Company’s failure to regain compliance with certain continued listing standards by April 2, 2024, which was the deadline Nasdaq had set for the Company to consummate the Vaso Business Combination or otherwise regain compliance with such standards. The Company appealed such delisting determination, however, on June 20, 2024, the Company was notified that the delisting determination was upheld. At this time, the Company’s securities have not been delisted pending review of the Nasdaq Board of Directors which may occur at any time, and the filing of a Form 25-NSE with the SEC by Nasdaq with respect to the delisting. Any delisting of the Company’s securities may delay, or ultimately prevent, the consummation of the Vaso Business Combination.

While Achari continues to work towards completion of the proposed Business Combination with Vaso, the Vaso Business Combination was not consummated as of April 2, 2024, which, as further discussed below, was the deadline Nasdaq had provided Achari to consummate the Business Combination, or face potential delisting from the Nasdaq exchange as a result of non-compliance with certain of Nasdaq’s continued listing requirements. On April 5, 2024, Nasdaq Hearing Panel (the “Panel”) provided Achari with a delisting determination issued to the Company by Nasdaq related to the failure to consummate the Vaso 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 Achari’s securities on 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 notice that a delisting determination had been made, the Company submitted an appeal to the Nasdaq Listing and Hearing Review Council (the “Listing Council”) on April 19, 2024.

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its efforts to consummate the Vaso Business Combination. However, Nasdaq approval of the Company’s initial listing application with respect to the Vaso Business Combination is a condition to the closing of the Vaso 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 Vaso Business Combination.

To maintain the listing of Achari’s securities on Nasdaq prior, and subsequent to, the closing of a Business Combination, Achari must maintain certain financial, distribution, liquidity and stock price levels to satisfy Nasdaq’s continued listing requirements. Achari 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 Achari’s securities (more detailed information about such requirements is set forth in Nasdaq Rule 5550) and Achari’s current status with respect to compliance therewith:

• 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 Rule 5450(b)(2)(C) On February 24, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(C), requiring a “Market Value” of “Publicly Held Shares” of at least $15 million. The letter stated that Achari had 180 calendar days to regain compliance with Listing Rule 5450(b)(2)(C), or until August 23, 2023. On August 7, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5450(b)(2)(C), and accordingly, that such matter was closed.

• 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

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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 Vaso Business Combination (which necessarily would require regaining compliance with respect to applicable continued listing requirements). However, Achari and Vaso did not complete the Vaso 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. 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 Vaso Business Combination, with such compliance being a condition to the consummation of the Vaso 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 Vaso Business Combination, such delisting may delay, or ultimately prevent, the consummation of the Vaso Business Combination.

In order to close the Vaso 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 Vaso 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 Vaso Business Combination.

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If we are delisted from Nasdaq, we will become subject to the “penny stock” rules, the ability of our investors to sell our securities will likely be adversely impacted, and we will likely be unable to consummate the Vaso Business Combination in a timely manner, or at all, and will therefore be forced to liquidate. If we are forced to liquidate, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and any Public Warrants held by our investors would expire worthless.

If our securities are delisted from the Nasdaq stock exchange, our common stock could become subject to the regulations of the SEC relating to the market for penny stocks. Penny stocks are securities with a price of less than $5.00 per share unless (i) the securities are traded on a “recognized” national exchange or (ii) the issuer has “Net Tangible Assets” less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years.

The procedures applicable to penny stocks requires a broker-dealer to (i) obtain from the investor information concerning his financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit the ability of stockholders to sell our common stock in the secondary market.

If Nasdaq delists Achari’s securities from trading on its exchange and Achari is not able to list its securities on another national securities exchange, Achari’s securities may continue to be quoted on an over-the-counter market. However, if this were to occur, our investors would likely face significant and material adverse consequences with respect to their investment in us, including, but not limited:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• as discussed above, a determination that Achari’s common stock is a “penny stock”, which will require brokers trading in such common stock to adhere to more stringent rules and which likely would serve as an additional factor that may reduce the trading activity in the secondary trading market for Achari’s securities;

• a limited amount of news and analyst coverage with respect to our securities; and

• a decreased ability to issue additional securities or obtain additional financing in the future, which may adversely impact Achari’s efforts to consummate a Business Combination and otherwise continue its operations.

As a result, an investor would likely find it more difficult to trade, or to obtain accurate price quotations for, Achari’s securities if our securities are de-listed from Nasdaq. Delisting would likely also reduce the visibility, liquidity and value of Achari’s securities, including as a result of reduced institutional investor interest in Achari, and may increase the volatility of Achari’s securities. Delisting could also cause a loss of confidence of potential business combination partners, which could further harm our ability to consummate a business combination. Alternatively, Achari could take steps to wind down Achari if it is delisted from Nasdaq.

An additional potential negative consequence of delisting from the Nasdaq exchange that our investors should note, is that delisting would likely lead to our securities losing their status as “covered securities”. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities”. Because our securities are currently listed on Nasdaq (although trading is currently suspended on the Nasdaq exchange, as further described herein), the Units, Public Shares and warrants are considered covered securities under such statute. Although states are preempted from regulating the sale of our securities, this federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of

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covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their respective states. If we were no longer listed on Nasdaq, our securities would not be covered securities and we therefore may be subject to such additional regulation in each state resulting from the loss of “covered securities” status in which we offer our securities, including in connection with a business combination.

A further negative consequence of our potential delisting from the Nasdaq exchange results from the fact that the closing of the Business Combination with Vaso is conditioned on the listing of the post-combination company on Nasdaq. Although we believe that if our securities are delisted from Nasdaq, we may still potentially be able to meet Nasdaq’s initial listing requirements via the consummation of the Business Combination with Vaso, because the Business Combination Agreement provides Vaso with a termination right with respect to the Business Combination Agreement in the event that Achari is delisted. Such termination right would be exercisable at Vaso’s discretion, but if Vaso so chooses to exercise such termination right and terminates the Business Combination Agreement, the consummation of the Vaso Business Combination could not occur, regardless of how you vote on the proposals, and we would be forced to find a new target for a business combination, or liquidate if we were unable to do so, before the timeline set out in our Fifth Amended and Restated Certificate of Incorporation. If we are unable to consummate the Vaso Business Combination or any other business combination and are forced to liquidate, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and any Public Warrants held by our investors would expire worthless.

The Extension Amendments contemplated by the Extension Amendment Proposals may contravene Nasdaq rules in the event all three Monthly Extension Options are exercised and we have not consummated the Vaso Business Combination by October 14, 2024, which may serve as an additional basis for Nasdaq to delist our securities.

Nasdaq Rule IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of Achari, would be October 14, 2024 (the “Nasdaq Deadline”).

The Extension Amendments propose granting Achari the option to extend the deadline for Achari to consummate an initial business combination by up to three months, with such extension option exercisable in three single-month increments, from July 19, 2024 to October 19, 2024, which, if all three Monthly Extension Options are exercised, would extend Achari’s deadline to consummate a Business Combination by five days beyond the Nasdaq Deadline. As a result, if the Extension Amendments are adopted, and following such adoption all three Monthly Extension Options are exercised, but Achari does not consummate the Vaso Business Combination by October 14, 2024, the Company would then be in violation of Nasdaq Rule IM-5101-2, which could lead to an additional basis for Nasdaq to suspend trading in the Company’s securities and/or delist the Company’s securities from Nasdaq. We cannot assure you that Nasdaq will not delist Achari’s securities in response to such sequence of events, which may delay, or ultimately prevent, Achari from consummation the Vaso Business Combination.

Please see “Risk Factors — If we are delisted from Nasdaq, we will become subject to the “penny stock” rules, the ability of our investors to sell our securities will likely be adversely impacted, and we will likely be unable to consummate the Vaso Business Combination in a timely manner, or at all, and will therefore be forced to liquidate. If we are forced to liquidate, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and any Public Warrants held by our investors would expire worthless”.

If we are delisted from Nasdaq, we may become subject to requirements of Rule 419 to which we are not currently subject.

If we are deemed a “blank check company” as defined under Rule 419 of the Securities Act, we may become subject to additional restrictions on the trading our securities. Among those restrictions is that brokers trading in the securities of a blank check company under Rule 419 adhere to more stringent rules, including being subject to the depository requirements of Rule 419. Under Rule 419 the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan

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is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that the term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including being listed on a national securities exchange, such as The Nasdaq Global Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). We currently rely on the Exchange Rule to not be deemed a penny stock issuer (and consequently a “blank check company” under Rule 419). If Nasdaq delists our securities from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we will deemed a blank check company under Rule 419 and become subject to its additional restrictions on trading.

Such additional restrictions could possibly result in a reduced level of trading activity in the secondary trading market for our securities and make us a less attractive acquisition vehicle to a target business in connection with an initial business combination. For example, brokers trading in penny stocks are required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. If the SPAC Shares are “penny stock,” these disclosure requirements may have the effect of reducing the trading activity in the secondary market for the SPAC Shares. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for the SPAC Shares. If the SPAC Shares are subject to the penny stock rules, the holders of the SPAC Shares may find it more difficult to sell their shares.

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BACKGROUND

Our Company

We are a blank check company incorporated as a Delaware corporation on January 25, 2021, whose business purpose is to enter into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The mailing address of our principal executive office is 60 Walnut Avenue, Suite 400, Clark, NJ 07066, and our telephone number is (732) 340-0700.

Initial Public Offering and Private Placement

On October 19, 2021, we consummated our IPO of 10,000,000 units at a price of $10.00 per unit, generating gross proceeds of $100,000,000 (the “Units”). Each unit consisted of one share of common stock and one redeemable warrant (a “public warrant”), with each public warrant entitling the holder thereof to purchase one share of common stock at a price of $11.50 per share.

Our units began trading on October 14, 2021 on Nasdaq under the symbol “AVHIU.” Commencing on November 17, 2021, the shares of common stock and warrants comprising the units began separate trading on Nasdaq under the symbols “AVHI” and “AVHIW,” respectively. However, trading in the Company’s securities is currently suspended on Nasdaq and Achari’s Units, public shares and public warrants are therefore only eligible to trade at this time on the “pink” tier of the OTC Markets under the symbols “AVHIU”, “AVHI” and “AVHIW,” respectively. For further information please see “Risk Factors — Trading in the Company’s securities is currently suspended on the Nasdaq exchange as a result of a delisting determination the Company received in connection with the Company’s failure to regain compliance with certain continued listing standards by April 2, 2024, which was the deadline Nasdaq had set for the Company to consummate the Vaso Business Combination or otherwise regain compliance with such standards. The Company appealed such delisting determination, however, on June 20, 2024, the Company was notified that the delisting determination was upheld. At this time, the Company’s securities have not been delisted pending review of the Nasdaq Board of Directors which may occur at any time, and the filing of a Form 25-NSE with the SEC by Nasdaq with respect to the delisting. Any delisting of the Company’s securities may delay, or ultimately prevent, the consummation of the Vaso Business Combination” and “If we are delisted from Nasdaq, we will become subject to the “penny stock” rules, the ability of our investors to sell their shares will likely be adversely impacted, and we will likely be unable to consummate the Vaso Business Combination in a timely manner, or at all, and will be forced to liquidate. If we are forced to liquidate, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and any Public Warrants held by our investors would expire worthless.”

In February 2021, our Sponsor purchased 2,156,250 founder shares, and in June 2021, we effected a 1.3333-for-1.0 stock split of our common stock, so that our Sponsor owned an aggregate of 2,875,000 founder shares prior to the IPO. Due to the fact that the underwriters of our IPO did not exercise their over-allotment option, our Sponsor forfeited 375,000 of such shares on November 29, 2021. As a result, our Sponsor (and certain member of our Sponsor) currently hold a balance of 2,500,000 founder shares.

Simultaneously with the consummation of our IPO, we consummated a private placement of 7,133,333 private warrants with our Sponsor at a price of $0.75 per private warrant, generating gross proceeds of $5,350,000.

Following the closing of our IPO, a total of $101,500,000 from the net proceeds of the sale of the units in our IPO and the sale of the private warrants to our Sponsor was placed in the Trust Account established for the benefit of our public stockholders with Continental Stock Transfer & Trust Company acting as trustee.

Extension of Time to Complete a Business Combination

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of the Company’s shareholders held on July 12, 2023, the shareholders of the Company approved additional amendments to the Company’s Third Amended and Restated Certificate of Incorporation and Second Amended and Restated Investment Management Trust Agreement, which provided the Company with the option to extend the period by which it must consummate a Business Combination by an additional six months, or from July 19, 2023 to January 19, 2024. At a third special meeting of the Company’s shareholders held on December 18, 2023, the shareholders of the Company approved additional amendments to the Company’s Fourth Amended and Restated Certificate of Incorporation and Third Amended and Restated Investment Management Trust Agreement, which provided the Company with the option to extend the period by which it must consummate a Business Combination by an additional six months, or from January 19, 2024 to July 19, 2024. Each of the extension options approved at the previous special meetings held on December 22, 2022, July 12, 2023, and December 18, 2023, respectively, were exercisable in six single-month increments (each such monthly extension option, the “Prior Monthly Extension Option(s)”), for an aggregate eighteen-month total extension period if each such Prior Monthly Extension Option were to be exercised by depositing applicable amounts into the Trust Account. As of the date hereof, all eighteen of such Prior Monthly Extension Options have been exercised. At the time of the special meeting, we expect there to be approximately $6,315,604 in the Trust Account (including accrued interest and net of estimated taxes).

Proposed Business Combination

As previously disclosed in the Current Report on Form 8-K filed with SEC on December 7, 2023 (the “BCA Announcement 8-K”), the Company, Vaso Corporation, a Delaware corporation (“Vaso”) and Achari Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), entered into a business combination agreement, dated as of December 6, 2023 (the “Business Combination Agreement”), contemplating several transactions in connection with which Achari will become the parent company of Vaso (the “Vaso Business Combination”). For more information about the Vaso Business Combination, please refer to the refer to the BCA Announcement 8-K and our registration statement on Form S-4 initially filed with the Securities and Exchange Commission on January 8, 2024, as amended from time to time.

On the date of the closing of the Vaso Business Combination, Merger Sub will merge with and into Vaso (the “Merger”), with Vaso being the surviving corporation of the Merger (the date and time that the Merger becomes effective being referred to herein as the “Effective Time”), and, as a result of which, Vaso will become a wholly owned subsidiary of Achari.

The Business Combination Agreement provides for, among other things, (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 of Vaso; and (ii) each share of common stock of Vaso, 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 Achari’s common stock 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 (which assumes the a reverse stock split is not implemented).

The consummation of the Business Combination is subject to the fulfillment of certain customary conditions, including the approval of Achari’s and Vaso’s stockholders and accordingly, there can be no assurances that we will be able to consummate the Vaso Business Combination on the terms contemplated by the Business Combination Agreement.

Without the Extension Amendments, Achari believes that it may not be able to complete the Vaso Business Combination on or before the Current Expiration Date. If that were to occur, Achari would be precluded from completing the Vaso Business Combination and would be forced to liquidate even if Achari’s stockholders are otherwise in favor of consummating the Vaso Business Combination.

If the Extension Amendment Proposals are approved, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed public share will reduce Achari’s net asset value. Achari cannot predict the amount that will remain in the Trust Account following the Redemptions if the Extension Amendment Proposal are approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $6,315,604 that is expected to be in the Trust Account as of

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July 16, 2024 (including accrued interest and net of estimated taxes). Unless the Extension Amendment Proposals are approved, Achari will not proceed with the to Charter Amendment. Achari will also not proceed with the Charter Amendment if it completes the Vaso Business Combination on or before the Current Expiration Date.

Achari believes that given Achari’s expenditure of time, effort and money on the Vaso Business Combination, circumstances warrant ensuring that Achari is in the best position possible to consummate the Vaso Business Combination and that it is in the best interests of Achari’s stockholders that Achari obtain the Charter Amendment. Achari believes the Vaso Business Combination will provide significant benefits to its stockholders.

You are not being asked to vote on the Vaso Business Combination or any other proposed Business Combination at this time. If the Extension Proposals are approved and implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for the special meeting to consider the Vaso Business Combination, you will be entitled to vote on the Vaso Business Combination when it is submitted to stockholders and will retain the right to redeem your public shares for cash in the event the Vaso Business Combination is approved and completed or we have not consummated a business combination by the Fourth Amended Extended Date.

The Special Meeting

Date, Time and Place. The special meeting of our stockholders will be held on July 16, 2024 at 10:00 a.m. Eastern time. The special meeting will be held virtually at https://www.cstproxy.com/acharivc/sm2024.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned shares of our common stock at the close of business on June 28, 2024, the record date for the special meeting. You will have one vote per proposal for each share you owned at that time. Our warrants do not carry voting rights.

Votes Required.

Approval of the Charter Amendment Proposal requires the affirmative vote of at least 65% of our outstanding shares of common stock.

Approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of our outstanding shares of common stock.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented virtually or by proxy and entitled to vote thereon.

With respect to the Extension Amendment Proposals, abstentions and broker non-votes will have the same effect as “AGAINST” votes. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Extension Amendment Proposals presented to the stockholders at the special meeting will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your nominee to vote your shares in accordance with directions you provide. With respect to the Adjournment Proposal, abstentions will have the same effect as “AGAINST” votes and broker non-votes will have no effect on the approval of the Adjournment Proposal.

At the close of business on the record date, there were 3,050,941 outstanding shares of common stock, including 550,941 public shares, each of which entitles its holder to cast one vote per proposal.

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If you do not want the proposals approved, you should vote against the proposals or abstain from voting on the proposals. If you want to obtain your pro rata portion of the Trust Account in the event the Extension Amendments are implemented, which will be paid shortly after the special meeting scheduled for July 16, 2024, you must demand redemption of your shares. Holders of public shares may redeem their public shares regardless of whether they vote for or against the proposals or abstain.

Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the special meeting to approve the proposals. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited virtually or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares virtually at the special meeting.

We will pay for the entire cost of soliciting proxies. We have also retained Morrow Sodali LLC, a proxy solicitation firm, for assistance in connection with the solicitation of proxies for the special meeting. Any customary fees of Morrow Sodali LLC will be paid by us. In addition to these mailed proxy materials, our directors and officers may also solicit proxies virtually, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL

The Charter Amendment

We are proposing to amend our charter to extend the date by which we must consummate a Business Combination to the Fourth Amended Extended Date. The approval of the Charter Amendment Proposal is essential to the overall implementation of the Board’s plan to allow us more time to complete the Vaso Business Combination. Approval of the Charter Amendment Proposal is a condition to the implementation of the Extension Amendments. A copy of the proposed amendment to the charter of the Company to effectuate the Charter Amendment is attached to this proxy statement as Annex A.

All holders of our public shares, whether they vote for or against the Charter Amendment Proposal or do not vote at all, will be permitted to convert all or a portion of their public shares into their pro rata portion of the Trust Account, provided that the Extension Amendments are implemented. Holders of public shares do not need to be a holder of record on the record date in order to exercise redemption rights.

Reasons for the Charter Amendment

The prospectus relating to our IPO, dated October 14, 2021 (the “IPO Prospectus”), and our original charter, provided that we had until January 19, 2023 (referred to herein as the “Original Expiration Date”), or 15 months following the closing of our IPO, to complete 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”). Our original charter and original trust agreement also provided that we had the option, by resolution of our board of directors (our “Board”), and if requested by Achari Sponsor Holdings I LLC, our Company’s sponsor (“Sponsor”), to extend the period by which we must consummate such a Business Combination for a total of three months (the “Original Extension Option”), from the Original Expiration Date of January 19, 2023, to April 19, 2023, by depositing $0.10 for each share of our common stock included in the units which were sold to the public in our IPO into our Trust Account, as more fully described in our IPO Prospectus.

At a special meeting of the Company’s shareholders held on December 22, 2022, the shareholders of the Company approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement to provide that the Company had the option to extend the period by which it must consummate a Business Combination by up to six months, from the Original Expiration Date of January 19, 2023, to July 19, 2023, with such extension exercisable in six single-month increments. At a second special meeting of the Company’s shareholders held on July 12, 2023, the shareholders of the Company approved additional amendments to the Company’s Third Amended and Restated Certificate of Incorporation and Second Amended and Restated Investment Management Trust Agreement, which provided the Company with the option to extend the period by which it must consummate a Business Combination by an additional six months, or from July 19, 2023 to January 19, 2024. At a third special meeting of the Company’s shareholders held on December 18, 2023, the shareholders of the Company approved additional amendments to the Company’s Fourth Amended and Restated Certificate of Incorporation and Third Amended and Restated Investment Management Trust Agreement, which provided the Company with the option to extend the period by which it must consummate a Business Combination by an additional six months, or from January 19, 2024 to July 19, 2024. Each of the extension options approved at the previous special meetings held on December 22, 2022, July 12, 2023 and December 18, 2023, respectively, were exercisable in six single-month increments (each such monthly extension option, the “Prior Monthly Extension Option(s)”), for an aggregate eighteen-month total extension period if each such Prior Monthly Extension Option were to be exercised by depositing applicable amounts into the Trust Account. As of the date hereof, all eighteen of such Prior Monthly Extension Options have been exercised.

If the Extension Amendments described in the Company’s proxy statement are approved, we will have the option to extend the period by which we must consummate a Business Combination by an additional three months, from the Current Expiration Date of July 19, 2024, to the Fourth Amended Extended Date of October 19, 2024 (assuming all three Monthly Extension Options are exercised), by depositing 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 IPO and which remain outstanding on the date of such deposit. Please see “Risk Factors — The Extension Amendments contemplated by the Extension Amendment Proposals may contravene Nasdaq rules in the event all three Monthly Extension Options are exercised and we have not consummated the Vaso Business Combination by October 14, 2024, which may serve as an additional basis for Nasdaq to delist our securities”.

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If the Extension Amendments are approved by our shareholders and adopted, the Monthly Extension Option(s) will be exercisable on a per-month basis and up to three times, each upon five calendar day’s advance notice to the Trustee and upon deposit of the required amount into the Trust Account to exercise each such Monthly Extension Option. As of the date hereof, all eighteen of the Prior Monthly Extension Options available to us under our existing charter have been exercised, and if the Extension Amendments are not approved by our shareholders and adopted, we expect to begin a liquidation process as further described elsewhere herein.

In certain circumstances, we may decide to not adopt certain proposals, even if such proposals are approved by our shareholders, and in such circumstances we would not redeem any shares. For the avoidance of doubt, the Company maintains sole discretion as to whether to adopt any such proposals which are approved by the shareholders at the special meeting. In any of these scenarios in which the Company decides to forgo adopting proposals which have triggered a redemption right under our charter if such proposals were to be adopted, you will not receive cash for any public shares you have elected to redeem as a result of the Company forgoing the adoption of such proposals.

As previously disclosed in the Current Report on Form 8-K filed with SEC on December 7, 2023 (the “BCA Announcement 8-K”), the Company, Vaso Corporation, a Delaware corporation (“Vaso”) and Achari Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into a business combination agreement, dated as of December 6, 2023 (the “Business Combination Agreement”), contemplating several transactions in connection with which Achari will become the parent company of Vaso (the “Vaso Business Combination”). For more information about the Vaso Business Combination, please refer to the refer to the BCA Announcement 8-K and our registration statement on Form S-4 initially filed with the Securities and Exchange Commission on January 8, 2024, as amended from time to time.

If the Extension Amendments are approved and adopted, and the Company decides to exercise a Monthly Extension Option, in connection with any additional monthly period that is needed by the Company to complete a Business Combination following the Current Expiration Date, and prior to the Fourth Amended Extended Date, the Company will make a Deposit into the Trust Account of the lesser of (x) $100,000 and (y) $0.04 for each public share which remains outstanding on the date of such Deposit. If the Company does not have the funds necessary to make such Deposit referred to above, our Sponsor has agreed that it and/or any of its affiliates or designees will contribute to the Company as a loan any amounts needed in order for the Company to make the Deposit described above. The actual amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension Amendments and the length of the extension period that will be needed to complete the Business Combination.

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If the Charter Amendment is Not Approved

If the Charter Amendment is Approved

If the Charter Amendment Proposal is approved, we will file the Charter Amendment with the Secretary of State of the State of Delaware in the form of Annex A hereto to extend the time we must complete a Business Combination until the Fourth Amended Extended Date. We will remain a reporting company under the Exchange Act, and our units, common stock, and public warrants will remain publicly traded. We will then continue to work to consummate a Business Combination by the Fourth Amended Extended Date.

If we liquidate, our public shareholders may only receive $10.15 per share (the amount originally deposited in our Trust Account upon the consummation of our IPO), and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15 per share (the amount originally deposited in our Trust Account upon the consummation of our IPO) on the redemption of their shares. Please see “Risk Factors — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share (the amount originally deposited in our Trust Account upon the consummation of our IPO).” This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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You are not being asked to vote on the Vaso Business Combination or any other proposed Business Combination at this time. If the Extension Amendments are implemented and you do not elect to redeem your public shares in connection with the Extension Amendments, you will retain the right to vote on a future Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash from the Trust Account in the event such future Business Combination is approved and completed or we have not consummated a Business Combination by the Fourth Amended Extended Date.

Redemption Rights

If the Charter Amendment Proposal is approved, and the Extension Amendments are implemented, public stockholders may elect to redeem their shares for 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 our taxes, divided by the number of then outstanding public shares. If the Charter Amendment is approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a Business Combination, subject to any limitations set forth in our charter. In addition, public stockholders who vote for the Charter Amendment and do not make a Redemption Election would be entitled to have their shares redeemed for cash if we have not completed a Business Combination by the Fourth Amended Extended Date.

TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EST ON JULY 12, 2024. YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE CHARTER AMENDMENT AND EXTENSION AMENDMENTS.

If properly demanded, we will redeem each public share for 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 but subject to certain funds which may be released to pay our taxes, divided by the number of then outstanding public shares. Based on the amount expected to be in the Trust Account as of July 16, 2024, this would amount to approximately $11.46 per share (including accrued interest and net of estimated taxes). The closing price of the common stock on June 28, 2024, as reported by the OTC Markets was $11.30.

If you exercise your redemption rights, you will be exchanging your shares of common stock for cash and will no longer own such shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to our transfer agent prior to the vote on the Charter Amendment. We anticipate that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter Amendment would receive payment of the redemption price for such shares soon after the adoption of the Charter Amendment.

In connection with tendering your shares for redemption, you must submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent and elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: SPAC Redemption Team, spacredemptions@continentalstock.com, prior to 5:00 p.m. Eastern time on July 12, 2024 (two business days prior to the special meeting), or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable once the Charter Amendment is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special meeting.

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Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and our transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. We do not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a public stockholder tenders shares and the Extension Amendments are not approved or are abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendments will not be approved or will be abandoned. We anticipate that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendments would receive payment of the redemption price for such shares soon after the completion of the Extension Amendments. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

Possible Claims Against and Impairment of the Trust Account

Trust Account if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of its IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. The per-share liquidation price for the public shares is anticipated to be approximately $11.46 (based on the amount expected to be in the Trust Account as of July 16, 2024, including accrued interest and net of estimated taxes). Nevertheless, we cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.15, plus interest, due to unforeseen claims of potential creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by us to pay our franchise and income taxes payable.

In the event that the proceeds in the Trust Account are reduced below $10.15 per public share and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce

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such indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce such indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.15 per share.

Required Vote

Approval of the Charter Amendment Proposal requires the affirmative vote of holders of at least 65% of our outstanding shares of common stock on the record date. If the Charter Amendment Proposal is not approved, the Charter Amendment will not be implemented. The Charter Amendment and the Trust Amendment are each cross-conditioned on the approval of each other. With respect to the Charter Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes.

All of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Charter Amendment Proposal. On the record date, our directors, executive officers and their affiliates beneficially owned and were entitled to vote 2,500,000 founder shares, representing approximately 81.94% of our issued and outstanding common stock.

In addition, the Sponsor or the Company’s directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Charter Amendment and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood of that the proposal to be voted upon at the special meeting is approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter Amendment and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Charter Amendment. None of our Sponsor, directors, executive officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

Interests of the Company’s Directors and Executive Officers

When you consider the recommendation of our Board, you should keep in mind that the Company’s executive officers and directors, and their affiliates, have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• If the Charter Amendment Proposal is not approved by July 19, 2024, in accordance with our charter, the founder shares and the private placement warrants, which were acquired directly from us, will be worthless;

• In connection with the IPO, our Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by us for services rendered, contracted for or products sold to us;

• All rights specified in our charter relating to the right of officers and directors to be indemnified by the Company, and of our executive officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after any Business Combination. If a Business Combination is not approved and we liquidate, we will not be able to perform our obligations to our officers and directors under those provisions;

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• None of our executive officers or directors has received any cash compensation for services rendered to us. All of the current members of the Board are expected to continue to serve as directors at least through the date of the special meeting and may continue to serve following any potential Business Combination and receive compensation thereafter; and

• Our executive officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and Business Combinations. However, if we fail to obtain the Extension Amendments, they will not have any claim against the Trust Account for reimbursement. Accordingly, we will most likely not be able to reimburse these expenses if a Business Combination is not completed.

Recommendation

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Charter Amendment is in the best interests of the Company and our stockholders. Our Board has approved and declared advisable the adoption of the Charter Amendment.

Our Board recommends that you vote “FOR” the Charter Amendment Proposal. Our Board expresses no opinion as to whether you should redeem your public shares.

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PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL

The Trust Amendment

In connection with our IPO, $101,500,000 was initially placed in the Trust Account governed by our original trust agreement. The Third Amended and Restated Investment Management Trust Agreement currently provides that if a Business Combination has not been consummated, upon the date which is 27 months from the date of the closing of the IPO, or January 19, 2024, we may extend the period of time to consummate a Business Combination by up to an additional six months, or from January 19, 2024 to the Current Expiration Date of July 19, 2024, with such extension option exercisable in six single-month increments. As of the date hereof, we have exercised all six of such extension options available to us.

Reasons for the Trust Amendment

If a Business Combination is not consummated by July 19, 2024, the Trust Account is to be liquidated and its proceeds are to be distributed to our public stockholders of record as of such date, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest that may be released to us to pay dissolution expenses). The Trust Agreement further provides that the provision described in the preceding sentence may not be modified, amended or deleted without the affirmative vote of at least 65% of our outstanding shares of common stock.

Our Board has determined that there is not sufficient time before July 19, 2024 to consummate a Business Combination and our Board desires to have the flexibility to extend the Company’s time to complete a Business Combination on terms other than those set forth in our charter. Accordingly, our Board believes that in order to successfully complete a Business Combination, it is appropriate to obtain approval of the Extension Amendments.

We are proposing to amend the Third Amended and Restated Investment Management Trust Agreement to extend the liquidation date from the Current Expiration Date of July 19, 2024 to the Fourth Amended Extended Date. Please see “Risk Factors — The Extension Amendments contemplated by the Extension Amendment Proposals may contravene Nasdaq rules in the event all three Monthly Extension Options are exercised and we have not consummated the Vaso Business Combination by October 14, 2024, which may serve as an additional basis for Nasdaq to delist our securities”.

The purpose of the Trust Amendment is to amend the Trust Agreement to extend the liquidation of the Trust Account to match the Fourth Amended Extended Date if the Charter Amendment is approved and to provide for the Monthly Extensions Options. The Trust Amendment is necessary in conjunction with the Charter Amendment because, otherwise, the Trust Agreement would terminate and the result would be the same as if the Charter Amendment was not approved.

Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendments.

A copy of the proposed amendment to the Trust Agreement is attached to this proxy statement as Annex B.

If the Trust Amendment is Not Approved

If the Trust Amendment and the Charter Amendment are not approved and we have not consummated a Business Combination by July 19, 2024, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of 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 our 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Please note that, as the Company has previously disclosed, the Company will

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not use funds in trust in connection with the payment of any excise tax liabilities imposed by the Inflation Reduction Act of 2022. For further information please see “Risk Factors — A new 1% U.S. federal excise tax may be imposed in connection with redemptions of our shares.”

If the Charter Amendment and the Trust Amendment are approved, the amendment to the Third Amended and Restated Investment Management Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except to the extent any redemptions are made in connection with the special meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the Fourth Amended Extended Date. We will then continue to work to consummate a Business Combination by the Fourth Amended Extended Date.

Required Vote

Approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 65% of our outstanding shares of common stock on the record date. The Charter Amendment and the Trust Amendment are each cross-conditioned on the approval of each other. With respect to the Trust Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes.

All of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Trust Amendment Proposal. On the record date, our directors, executive officers and their affiliates beneficially owned and were entitled to vote 2,500,000 founder shares, representing approximately 81.94% of our issued and outstanding common stock.

Recommendation

Our Board has determined that the Trust Amendment is in the best interests of the Company and our stockholders. Our Board has approved and declared advisable adoption of the Trust Amendment.

Our Board recommends that you vote “FOR” the Trust Amendment Proposal. Our Board expresses no opinion as to whether you should redeem your public shares.

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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Extension Amendment Proposals and the Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such proposals. In no event will our Board adjourn the special meeting beyond July 19, 2024.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposals.

Vote Required for Approval

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented virtually or by proxy and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of a vote “AGAINST” such proposal. Broker non-votes with respect to this proposal will have no effect on the vote.

Recommendation

Our Board has determined that the Adjournment Proposal is in the best interests of the Company and our stockholders. Our Board has approved and declared advisable adoption of the Adjournment Proposal

Our Board recommends that you vote “FOR” the Adjournment Proposal.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of July 1, 2024, with respect to the beneficial ownership of our common stock held by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

• each of our executive officers and directors that beneficially owns shares of common stock; and

• all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the public warrants included in our units or the private warrants as these warrants are not convertible or exercisable within 60 days of July 1, 2024.

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned	Approximate Percentage of Outstanding Shares of Common Stock
Achari Sponsor Holdings I LLC(1)(2)(3)	1,572,400	51.5	%
Vikas Desai(1)(2)(3)(4)	1,572,400	51.5	%
Merrick Friedman	*	*
Mitchell Hara	*	*
Seth Farbman	*	*
Kevin K. Albert	*	*
Harry DeMott	*	*
Mark Pelson	*	*
Timothy J. Seymour	*	*
All executive officers and directors as a group (8 individuals) and Achari Sponsor Holdings I LLC	1,572,400	51.5	%

____________

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the entities and individuals listed in the table above is c/o Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066.

(2) Mr. Desai is the managing member of the Company’s sponsor Achari Sponsor Holdings I LLC (the “Sponsor”). Accordingly, Mr. Desai has voting and dispositive power over the shares of Common Stock held by the Sponsor and may be deemed to beneficially own such shares of Common Stock.

(3) On July 17, 2023, the Sponsor transferred 927,600 shares of Common Stock to certain members of the Sponsor. Following such transfer, 1,572,400 shares of our Common Stock were held directly by the Sponsor and 927,600 shares of Common Stock were held directly by such members of the Sponsor who were transferred shares as described above. Except as disclosed herein, no individual member of the Sponsor beneficially owns more than 5% of our issued and outstanding Common Stock. Please note that in certain previous reports of beneficial ownership, the Company may have inadvertently implied that the 927,600 shares transferred to certain members of the Sponsor on July 17, 2023 and referred to above were collectively owned by a “group” as defined under Rule 13d-5 of the Securities Exchange Act of 1934. The Company confirms that as disclosed in the Company’s Schedule 13G Amendment No. 1 filed on July 17, 2023, it does not consider such individual members of the Sponsor who received such shares to be a “group” for beneficial ownership reporting purposes. For the further avoidance of doubt and as reported in the Company’s Schedule 13G Amendment No. 1 filed on July 17, 2023, such members of the Sponsor who received such shares in the transfer described above maintain full ownership and voting control of such founder shares in their individual capacities.

(4) Our Sponsor is the record holder of such shares except as described above in footnote (2). Mr. Desai is the managing member of our Sponsor, and as such has voting and investment discretion with respect to the Common Stock held of record by our Sponsor and may be deemed to have beneficial ownership of such shares. Mr. Desai disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain United States federal income tax considerations for holders of our common stock with respect to the Redemption Election. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS,” and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold our common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the applicable financial statement accounting rules of Section 451(b) of the Code, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of our common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our common stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our common stock that make a Redemption Election. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that is:

• an individual who is a United States citizen or resident of the United States;

• a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

• a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

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Redemption of Common Stock

In the event that a U.S. Holder’s common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock held or treated as held by the U.S. Holder relative to all of our shares both before and after the redemption. The redemption of common stock generally will be treated as a sale of the common stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us, or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of the right. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”

U.S. Holders of our common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Common Stock Treated as a Sale

If the redemption qualifies as a sale of common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the common stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the common stock based upon the then fair market values of the one share of common stock and the one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its common stock so redeemed. A U.S. Holder’s adjusted tax basis in its common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of common stock or the U.S. Holder’s initial basis for common stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

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Taxation of Distributions

If the redemption does not qualify as a sale of common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Common Stock Treated as a Sale.” Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividends.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our common stock that make a Redemption Election. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that is not a U.S. Holder.

Redemption of Common Stock

The characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s common stock generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders.”

Non-U.S. Holders of our common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Common Stock Treated as a Sale

If the redemption qualifies as a sale of common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its common stock of the Company, unless:

• the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty);

• the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or

• we are or have been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock. We do not believe we are or have been a United States real property holding

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corporation. However, if we were to determine that we are likely to be classified as a “United States real property holding corporation”, we would withhold 15% of any distribution that exceeds our current and accumulated earnings and profits, including a distribution in redemption of our common stock pursuant to the Redemption Election.

Taxation of Distributions

If the redemption does not qualify as a sale of common stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock.” Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in connection with a Redemption Election.

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SUBMISSION OF STOCKHOLDER PROPOSALS

Our Board is aware of no other matter that may be brought before the special meeting or any adjournment or postponement thereof. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the special meeting.

SHAREHOLDER PROPOSALS

If the Extension Amendment Proposals are approved and the Charter Amendment is filed, shareholders who wish to present proposals for inclusion in the Company’s proxy materials for the next annual meeting may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder proposals must be received by us at our principal executive office on or before August 13, 2024. Under SEC rules, you must have continuously held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000 in market value, or 1%, of our outstanding stock in order to submit a proposal which you seek to have included in the Company’s proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.

Shareholders who wish to make a proposal at the next annual meeting, other than one that will be included in our proxy materials, must notify us no later than August 13, 2024. If a shareholder who wishes to present a proposal fails to notify us by August 13, 2024, the proxies that management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting.

Stockholder Communications

Stockholders and interested parties may communicate with our Board, any committee chairperson, or the non-management directors as a group by writing to the Board or committee chairperson in care of Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066.

Transfer Agent; Warrant Agent and Registrar

The registrar and transfer agent for the shares of common stock and the warrant agent for our warrants is Continental Stock Transfer & Trust Company. The Company has agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address in the future, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:

• If the shares are registered in the name of the stockholder, the stockholder may notify us of his or her request by emailing Continental Stock Transfer & Trust Company at proxy@continentalstock.com.

• If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual and quarterly reports and other reports and information with the SEC. The SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov. We will provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the SEC.

Any requests for copies of information, reports or other filings with the SEC should be directed to Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066, Attention: Merrick Friedman, Secretary.

In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than July 12, 2024.

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ANNEX A

PROPOSED AMENDMENT

TO THE

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ACHARI VENTURES HOLDINGS CORP. I

[•], 2024

Achari Ventures Holdings Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “Achari Ventures Holdings Corp. I”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 25, 2021 (the “Original Certificate”). The First Amended and Restated Certificate of Incorporation of the Corporation (the “First Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on February 8, 2021. The Second Amended and Restated Certificate of Incorporation of the Corporation (the “Second Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on October 14, 2021. A Certificate of Correction of the Corporation (the “Certificate of Correction”) was filed with the Secretary of State of the State of Delaware on October 20, 2021. The Third Amended and Restated Certificate of Incorporation of the Corporation (the “Third Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on December 22, 2022. The Fourth Amended and Restated Certificate of Incorporation of the Corporation (the “Fourth Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on July 13, 2023. The Fifth Amended and Restated Certificate of Incorporation of the Corporation (the “Fifth Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on December 19, 2023.

2. This Amendment (“Amendment”) amends the Fifth Amended and Restated Certificate.

3. This Amendment was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4. The text of Section 9.1(b) is hereby amended and restated to read in full as follows (additional text is shown in bold and underlined and deleted text is shown as striked-through):

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Corporation, as amended (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 2733 months (or up to 3336 months, if extended upon request by our Sponsor (as defined below) and through resolution of our Board, as provided in Section 9.1(c)) from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this FourthSixth Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering

Annex A-1

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or in the secondary market following the Offering and whether or not such holders are Achari Sponsor Holdings I LLC (the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

5. Section 9.1(c) is hereby amended and restated as follows (additional text is shown in bold and underlined and deleted text is shown as striked-through):

(c) In the event that the Corporation has not consummated an initial Business Combination within 2733 months from the date of the closing of the Offering, upon the Sponsor’s request and through a resolution of our Board, the Corporation may extend the period of time to consummate a Business Combination by an additional six three months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 per public share remaining after redemptions in connection with the approval of this FifthSixth Amended and Restated Certificate by the Public Stockholders for each such one-month extension in accordance with the terms of the Company’s Trust Agreement and provided the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with.

6. The text of Section 9.2(a) is hereby amended and restated to read in full as follows (additional text is shown in bold and underlined and deleted text is shown as striked-through):

(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this FifthSixth Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

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IN WITNESS WHEREOF, Achari Ventures Holdings Corp. I has caused this Amendment to the Fifth Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

ACHARI VENTURES HOLDINGS CORP. I
By:
		Name: Vikas Desai
		Title: Chief Executive Officer

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ANNEX B

PROPOSED TRUST AMENDMENT

[•], 2024

THIS FOURTH AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [•], 2024, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Third Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between the parties hereto (the “Trust Agreement”).

WHEREAS, a total of $101,500,000 was placed in the Trust Account from the IPO and sale of private warrants;

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account after (x) receipt of, and only in accordance with, a Termination Letter; or (y) upon the date which is the later of (1) 27 months after the closing of the Offering, or up to 33 months after the closing of the Offering if the Company has exercised certain extension options providing for six single-month extensions as described in the Company’s Fifth Amended and Restated Certificate of Incorporation, as it may be further amended, (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s Fifth Amended and Restated Certificate of Incorporation if a Termination Letter has not been received by the Trustee prior to such date;

WHEREAS, Section 6(d) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders of 65% of all of the outstanding shares of Common Stock (the “Consent of the Stockholders”);

WHEREAS, the Company obtained the Consent of the Stockholders to approve this Amendment; and

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendments to Trust Agreement.

a. The third recital of the Trust Agreement is hereby amended and restated in its entirety as follows (additional text is shown in bold and underlined and deleted text is shown as striked-through):

WHEREAS, if a Business Combination (as defined below) is not consummated within the 2733 months of the closing of the Offering, upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend such period (an “Extension Option”) in six three single-month increments, for a total extension period of up to 3336 months from the period following the closing of the Offering, subject to the Sponsor or its affiliates or permitted designees depositing, for each such one-month extension, the lesser of (x) $100,000 and (y) $0.05 0.04 per public share remaining after redemptions in connection with the execution of this Amendment into the Trust Account (as defined below) on or prior to the applicable monthly deadline (such deadline for exercising such extension option being the 19th calendar day of each month, each a “Deadline” and each such option, a “Monthly Extension Option,” and notice of exercise of each such Monthly Extension Option to be provided to the trustee within five calendar days of such Deadline), in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note related to the exercise of such Monthly Extension Option payable upon consummation of a Business Combination (in the event the funds for such Monthly Extension Option are contributed as a working capital loan); and

b. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows (additional text is shown in bold and underlined and deleted text is shown as striked-through):

(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of

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the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the date which is the later of (1) 2733 months after the closing of the Offering, or up to 3336 months after the closing of the Offering if the Company exercises each of the Monthly Extension Options available to it in full as described in the Company’s FifthSixth Amended and Restated Certificate of Incorporation, as it may be further amended and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s FifthSixth Amended and Restated Certificate of Incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; and provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders. Other than what is provided for in Section 1(k), it is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in the Trust Account;

c. Exhibit E of the Trust Agreement is hereby amended and restated in its entirety as follows (additional text is shown in bold and underlined and deleted text is shown as striked-through):

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Re: Trust Account Extension Letter

Ladies and Gentlemen:

Pursuant to Section 1(m) of the ThirdFourth Amended and Restated Investment Management Trust Agreement between Achari Ventures Holdings Corp. I (“Company”) and Continental Stock Transfer & Trust Company, dated as of [•], 2024 (“Trust Agreement”), this is to advise that the Company is extending the time available to consummate a Business Combination for an additional one (1) month, from [•] to [•] (an “Extension Option”).

This letter shall serve as the notice required with respect to the exercise of an Extension Option prior to a Deadline. Capitalized words used herein and not otherwise defined shall have the same meaning as defined in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[•] which will be wired to you, into the Trust Account upon receipt.

Very truly yours,

Achari Ventures Holdings Corp. I

By:
Name:
Title:

2. Miscellaneous Provisions.

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

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2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

ACHARI VENTURES HOLDINGS CORP. I
By:
Name:		Vikas Desai
Title:		Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
By:
Name:
Title:

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Preliminary Proxy Card

ACHARI VENTURES HOLDINGS CORP. I

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON

JULY 16, 2024

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and proxy statement, dated July 1, 2024, in connection with the in connection with the special meeting of stockholders (the “Special Meeting”) to be held at 10:00 a.m. Eastern time on July 16, 2024. The Special Meeting will be held virtually at https://www.cstproxy.com/acharivc/sm2024. The undersigned hereby appoints Vikas Desai and Merrick Friedman, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of Achari Ventures Holdings Corp. I (“Achari,” the “Company,” “we,” “us” or “our”) registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this proxy statement.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “AGAINST” EACH OF THE PROPOSALS. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 3.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on July 16, 2024: This notice of meeting and the accompanying proxy statement are available at https://www.cstproxy.com/acharivc/sm2024.

	FOR	AGAINST	ABSTAIN
Proposal No. 1 — The Charter Amendment Proposal A proposal to amend (the “Charter Amendment”) our Fifth Amended and Restated Certificate of Incorporation (our “charter”) to revise our existing extension option, which currently provides that we have 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 (the “Original Expiration Date”), to July 19, 2024 (the “Current Expiration Date”), to instead provide that we will have the option to extend the period by which we must consummate a business combination by an additional three months, from the Current Expiration 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 “Monthly Extension Option”), for an additional three-month aggregate total extension period if each Monthly Extension Option is exercised, and with each such Monthly Extension Option exercisable upon five calendar days’ advance notice prior to the applicable monthly deadline (such deadline for exercising each such Monthly Extension Option being the 19th calendar day of each month).	☐	☐	☐
	FOR	AGAINST	ABSTAIN
Proposal No. 2 — The Trust Amendment Proposal A proposal to amend (the “Trust Amendment” and together with the Charter Amendment, the “Extension Amendments”) our Third Amended and Restated Investment Management Trust Agreement, dated December 19, 2023, by and between Continental Stock Transfer & Trust Company (the “Trustee”) and Achari (the “Trust Agreement”), to provide that the Current Expiration Date provided for in the Trust Agreement, upon which assets held in the trust account (the “Trust Account”) established in connection with our initial public offering (“IPO”) 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 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 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 (“public shares”) included in the units which were sold in our IPO and which remain outstanding on the date of such deposit.	☐	☐	☐
	FOR	AGAINST	ABSTAIN
Proposal No. 3 — The Adjournment Proposal A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal (together, the “Extension Amendment Proposals”). The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposals and the Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such Extension Amendment Proposals.	☐	☐	☐

Dated: ____________________ 2024

Stockholder’s Signature

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.