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

Filed by the Registrant

 

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

VASO CORPORATION

(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):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

 

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Vaso Corporation
137 Commercial Street, Suite 200
Plainview, New York 11803

Dear Stockholders:

You are cordially invited to attend the special meeting in lieu of the 2023 annual meeting of the stockholders of Vaso Corporation (“Vaso” or the “Company”) to be held at the Grand Hyatt Tampa Bay Hotel, 2900 Bayport Drive, Tampa, Florida 33607 on            , 2024 beginning at 10:00 A.M. EST. Stockholders may also attend the meeting by video conference at the corporate offices of Vaso Corporation located at 137 Commercial Street, Suite 200, Plainview, New York 11803. Vaso is a Delaware corporation that operates in three distinct business segments in the healthcare equipment and information technology industries.

Holders of Vaso common stock will be asked to approve, among other things, the Business Combination Agreement, dated as of December 6, 2023 by and among Achari Ventures Holdings Corp. I, a Delaware corporation (“Achari”), Vaso Corporation, a Delaware corporation (“Vaso”), and Achari Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Achari (the “Merger Sub”) (as amended from time to time, the “Business Combination Agreement”), pursuant to which the Merger Sub will merge (the “Merger”) with and into Vaso, with Vaso surviving the merger (the “transactions contemplated by the Business Combination Agreement”), including, without limitation, the Merger, the “Business Combination”). As a result, Vaso will become a wholly-owned subsidiary of Achari following the Business Combination (“New Vaso”). The former holders of the capital stock of Vaso will be entitled to receive up to an aggregate of 17,600,000 shares of Class A Common Stock, par value $0.0001 per share, of Achari (the “Class A Common Stock”) of New Vaso in exchange for all of the outstanding shares of Vaso capital stock.

An amended and restated certificate of incorporation of Achari, to be filed with the Secretary of State of the State of Delaware on the date of the consummation of the Merger (the “Amended and Restated Certificate of Incorporation”), will authorize two classes of Common Stock of Achari, $0.0001 par value per share (the “Common Stock”): the Class A Common Stock and the Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”).

Pursuant to the Amended and Restated Certificate of Incorporation, holders of Class A Common Stock are entitled to one vote per share of the same, while holders of Class B Common Stock are entitled to one hundred votes per share of the same, and all such holders will vote together as a single class except as otherwise required by applicable law. Pursuant to the Amended and Restated Certificate of Incorporation, except as required by applicable law, beginning on the date on which there are no longer any Achari Put Shares (as defined in that certain Put Option Agreement, to be entered into simultaneously with the consummation of the Business Combination, by and among Achari, Vaso and Achari Sponsor Holdings I LLC, a Delaware limited liability company and the sponsor of Achari (the “Sponsor”) (such agreement, the “Put Option Agreement”)) that remain outstanding (the “Put Option Deadline”), each share of Class B Common Stock shall be convertible, at the option of the holder thereof, at any time after the Put Option Deadline, without the payment of additional consideration by the holder thereof, into one fully paid and nonassessable share of Class A Common Stock. Further, pursuant to the Amended and Restated Certificate of Incorporation, each share of Class B Common Stock held of record shall automatically, without any further action, convert into one fully paid and nonassessable share of Class A Common Stock on the first calendar day after the fifth anniversary of its issuance. No Class B Common Stock will be outstanding upon completion of the Business Combination.

Pursuant to Achari’s Fifth Amended and Restated Certificate of Incorporation (the “Achari Certificate of Incorporation”), a holder of issued and outstanding shares of common stock, par value $0.0001 per share, of Achari (the “SPAC Shares”) (each such holder, excluding holders of Founder Shares, a “Public Stockholder”) may request that Achari redeem all or a portion of such SPAC Shares for cash if the Business Combination is consummated. The percentage of the issued and outstanding shares of Common Stock immediately following the consummation of the Business Combination that will be held by our stockholders following the Business Combination will depend on how many of Achari Public Stockholders redeem their respective Achari Shares in connection with the Business Combination. For example, if Achari Public Stockholders redeem none of the redeemable Achari Shares, Vaso’s stockholders will own approximately 93.1% of the issued and outstanding Common Stock of New Vaso immediately

 

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following the Business Combination whereas if such redemption is 40% of all redeemable Achari shares, then the Vaso stockholders will own approximately 94.2% of the issued and outstanding Common Stock of New Vaso immediately following the consummation of the Business Combination.

Holders of Vaso common stock will be asked to approve the election of Jun Ma and David Lieberman to serve as the two directors in Class III, to hold office until the 2026 annual meeting of stockholders, the ratification of the appointment of UHY LLP as our independent registered public accountants for the year ending December 31, 2023 and the adjournment of the special meeting, if necessary or advisable, in the event Vaso does not receive the requisite stockholder vote to approve one or more proposals presented to stockholders for vote.

To vote at the special meeting, a stockholder must be a stockholder as of            , 2024, the record date for the special meeting (the “Record Date”). Accordingly, if you purchase shares after the Record Date you will not be able to vote your shares at the special meeting unless you either (i) have a written agreement from the seller/transferor of the shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the shares held in record name of the seller/transferor and must actually vote such shares on the Business Combination Proposal.

Each stockholder’s vote is important. Whether or not you plan to attend the Vaso special meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting at the special meeting if such stockholder subsequently chooses to attend the Vaso special meeting.

For stockholders whose shares are registered in their own names, as an alternative to voting in person at the special meeting, you may vote by proxy via the Internet, by telephone or, for those stockholders who receive a paper proxy card in the mail, by mailing a completed proxy card. For those stockholders who receive a Notice of Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone. For those stockholders who receive a paper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card; alternatively, such stockholders who receive a paper proxy card may vote by mail by signing and returning the mailed proxy card in the prepaid and addressed envelope that is enclosed with the proxy materials. In each case, your shares will be voted at the special meeting in the manner you direct.

If your shares are registered in the name of a bank or brokerage firm (your record holder), you may also submit your voting instructions over the Internet or by telephone by following the instructions provided by your record holder in the Notice of Internet Availability of Proxy Materials. If you received printed copies of the proxy materials, you can submit voting instructions by telephone or mail by following the instructions provided by your record holder on the enclosed voting instructions card. Those who elect to vote by mail should complete and return the voting instructions card in the prepaid and addressed envelope provided.

We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 44.

Vaso’s Board of Directors unanimously recommends that Vaso stockholders vote “FOR” approval of each of the proposals set forth herein. Vaso’s directors and officers may have financial interests in the Business Combination that differ from, or are in addition to, their respective interests, if any, as stockholders of Vaso and the interests of stockholders of Vaso generally. The existence of financial and personal interests of one or more of Vaso’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Vaso and its stockholders and what they may believe is best for themselves in determining to recommend that Vaso’s stockholders vote “FOR” the proposals set forth herein. See the section of this proxy statement entitled “Proposal 1 — The Business Combination Proposal — Interests of Vaso’s Directors and Officers and Others in the Business Combination.”

 

Very truly yours,

   

 

   

Jun Ma

   

Chief Executive Officer

   

Vaso Corporation

 

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Vaso Corporation
137 Commercial Street, Suite 200
Plainview, New York 11803

NOTICE OF SPECIAL MEETING IN LIEU OF
THE 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD            , 2024

TO THE STOCKHOLDERS OF Vaso Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders in lieu of the 2023 annual meeting (the “Vaso Stockholders’ Meeting”) of Vaso Corporation, a Delaware corporation (“Vaso”), will be held at 10:00 a.m. Eastern Time, on            , 2024, at the Grand Hyatt Tampa Bay Hotel, 2900 Bayport Drive, Tampa, Florida 33607 on            , 2024 beginning at 10:00 A.M. EST. Stockholders may also attend the meeting by video conference at the corporate offices of Vaso Corporation located at 137 Commercial Street, Suite 200, Plainview, New York 11803. The Vaso Stockholders’ Meeting will be held to approve:

(1)    the Business Combination Agreement, dated as of December 6, 2023, by and among Achari Ventures Holdings Corp. I (“Achari”), Vaso, and Achari Merger Sub, Inc. (the “Merger Sub”) (as amended from time to time, the “Business Combination Agreement”, a copy of which is included as Annex A), and the transactions contemplated thereby (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”

(2)    the election of Jun Ma and David Lieberman to serve as the two directors in Class III to hold office until the 2026 Annual Meeting of stockholders. This proposal is called the “Director Election Proposal” or “Proposal 2.”

(3)    the ratification of the appointment of UHY LLP as our independent registered public accountants for the year ending December 31, 2022. This proposal is called the “Ratification Proposal” or “Proposal 3.”

(4)    the adjournment of the special meeting, if necessary or advisable, in the event Vaso does not receive the requisite stockholder vote to approve one or more proposals presented to stockholders for vote. This proposal is called the “Adjournment Proposal” or “Proposal 4.”

(5)    any other matters that properly come before the Vaso Stockholders’ Meeting.

Capitalized terms used but not defined herein shall have their respective meanings as set forth in the Business Combination Agreement.

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement/registration statement in its entirety, including the Annexes and accompanying financial statements of Achari and Vaso.

Proposals 1 through 4 above are sometimes collectively referred to herein as the “Proposals,” which are not conditioned upon one another. For example, the Adjournment Proposal does not require the approval of the Business Combination Proposal and Business Combination to be effective. The closing of the Business Combination is also conditioned, as set out herein, on matters that are outside of our control including the approval of the Business Combination by the Vaso stockholders.

As of December 28, 2023, there were 175,319,296 shares of common stock of Vaso issued and outstanding and entitled to vote. Only Vaso stockholders who hold common stock of record as of the close of business on [        ], 2024, the record date, are entitled to vote at the special meeting or any adjournment of the special meeting. This proxy statement is first being mailed to stockholders on or about            , 2024.

Vaso has determined that the special meeting will be a meeting conducted in person at the Grand Hyatt Tampa Bay Hotel, 2900 Bayport Drive, Tampa, Florida 33607 at 10:00 A.M. EST, and by video conference at Vaso’s corporate offices located at 137 Commercial Street, Suite 200, Plainview, New York 11803. Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete

 

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list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Approval of the Business Combination Proposal, Ratification Proposal and Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding shares of our common stock present or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. An abstention will be counted as a vote against that proposal and broker non-votes are not considered votes cast with respect to Proposals 1-3, and consequently, will have no effect on the votes on that matter. Abstentions will have no effect of the vote count for the Adjournment Proposal.

Election of our directors as described in Proposal 2, the Director Election Proposal, requires the affirmative vote of a plurality of the votes of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon. “Plurality,” with respect to the Director Election Proposal, means that the two director nominees who receive the highest number of “FOR” votes as compared to any other director nominees set forth will be elected as directors, even if those nominees do not receive a majority of the votes cast by the stockholders present at the meeting or represented by proxy at the special meeting and entitled to vote thereon.

Except as set out below, a stockholder’s failure to vote by proxy or to vote at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum. Votes of stockholders of record who participate in the special meeting or by proxy will be counted as present for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on all of the proposals. A broker non-vote occurs when a broker cannot exercise discretionary voting power and has not received instructions from the beneficial owner. For the Ratification Proposal, brokers may exercise discretionary voting power, and brokerage firms holding shares of common stock in “street name” may vote, in their discretion, on behalf of their clients if such clients have not furnished voting instructions with respect to the Ratification Proposal. Such voted shares are counted for the purpose of establishing a quorum.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees. Vaso’s directors and officers may have financial interests in the Business Combination that differ from, or are in addition to, their interests as stockholders of Vaso and the interests of stockholders of Achari generally. The existence of financial and personal interests of one or more of Vaso’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Vaso and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section of this proxy statement entitled “Proposal 1 — The Business Combination Proposal — Interests of Vaso’s Directors and Officers and Others in the Business Combination.”

Vaso currently has authorized share capital of 250,000,000 shares of common stock of which 175,319,296 are issued and outstanding as of December 28, 2023, with a par value of $0.001 per share, and 1,000,000 shares of preferred stock with a par value of $0.01 per share, none of which are issued or outstanding.

Holders of Vaso’s common stock will be entitled to appraisal rights under Delaware law in connection with the Business Combination but not in connection with any other Proposal. A holder of Vaso common stock who has (a) voted in favor of the Business Combination or consented to it in writing, and (b) has not demanded the appraisal of their Vaso common stock in accordance with Section 262 of the General Corporation Law of the State of Delaware will not have the right to receive any consideration pursuant to the Business Combination.

To vote its shares at the special meeting, a stockholder must be a stockholder as of            , 2024, the Record Date for the special meeting. Accordingly, if you purchase shares after the Record Date you will not be able to vote your shares unless you have either (i) have a written agreement from the seller/transferor of the shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the shares held in record name of the seller/transferor and actually vote such shares.

Our directors and officers have agreed to vote any shares of the common stock owned by them in favor of the Business Combination. Currently, our directors and our officers beneficially own approximately 44.5% of our issued and outstanding shares of common stock.

 

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Whether or not you plan to attend the special meeting, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares if you subsequently choose to attend the special meeting. If you fail to return your proxy card and do not attend the meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting and casting your vote by ballot or by submitting a written revocation that is received by us before we take the vote at the special meeting to the Secretary, Vaso Corporation, 137 Commercial Street, Suite 200, Plainview, New York 11803; telephone: (516) 997-4600. If you hold your shares through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding revocation of proxies.

Vaso’s Board of Directors unanimously recommends that Vaso’s stockholders vote “FOR” approval of each of the Proposals. Vaso’s directors and officers may have financial interests in the Business Combination that differ from, or are in addition to, their respective interests, if any, as stockholders of Vaso and the interests of stockholders of Vaso generally. The existence of financial and personal interests of one or more of Vaso’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Vaso and its stockholders and what they may believe is best for themselves in determining to recommend that Vaso stockholders vote “FOR” the Proposals. See the section of this proxy statement entitled “Proposal 1 — The Business Combination Proposal — Interests of Vaso’s Directors and Officers and Others in the Business Combination.”

 

By Order of the Board of Directors

   

 

   

Jun Ma

   

Chief Executive Officer

, 2024

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

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TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

iv

MARKET AND INDUSTRY DATA

 

vii

TRADEMARKS

 

viii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

ix

SUMMARY OF THE PROXY STATEMENT

 

1

QUESTIONS AND ANSWERS

 

18

SELECTED HISTORICAL FINANCIAL DATA OF ACHARI

 

29

SELECTED HISTORICAL FINANCIAL DATA OF VASO

 

30

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

31

COMPARATIVE PER SHARE INFORMATION

 

43

RISK FACTORS

 

44

VASO STOCKHOLDERS’ MEETING

 

66

PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

 

74

PROPOSAL 2: THE DIRECTOR PROPOSAL

 

105

PROPOSAL 3: THE RATIFICATION PROPOSAL

 

106

PROPOSAL 4: THE ADJOURNMENT PROPOSAL

 

107

INFORMATION ABOUT ACHARI

 

109

DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF ACHARI

 

113

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ACHARI

 

121

INDEBTEDNESS OF ACHARI

 

127

MARKET PRICE AND DIVIDENDS OF SECURITIES

 

128

BENEFICIAL OWNERSHIP OF SECURITIES

 

130

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

134

INFORMATION ABOUT VASO

 

136

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VASO

 

143

DESCRIPTION OF ACHARI’S, VASO’S, AND NEW VASO’S SECURITIES

 

155

EXECUTIVE OFFICERS AND DIRECTORS OF VASO

 

177

EXECUTIVE COMPENSATION OF VASO

 

179

VASO COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

 

183

VASO AUDIT COMMITTEE REPORT

 

184

MANAGEMENT OF NEW VASO FOLLOWING THE BUSINESS COMBINATION

 

185

SECURITIES ACT RESTRICTIONS ON RESALE OF NEW VASO’S SECURITIES

 

190

APPRAISAL RIGHTS

   

OTHER STOCKHOLDER COMMUNICATIONS

 

192

EXPERTS

 

192

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS

 

192

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

192

TRANSFER AGENT AND REGISTRAR

 

192

SUBMISSION OF PROPOSALS

 

192

FUTURE STOCKHOLDER PROPOSALS

 

192

WHERE YOU CAN FIND MORE INFORMATION

 

193

INDEX TO FINANCIAL STATEMENTS

 

F-1

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Page

ANNEX A — Business Combination Agreement

 

A-1

ANNEX B — Sixth Amended and Restated Certificate of Incorporation

 

B-1

ANNEX C — Amended and Restated Bylaws

 

C-1

ANNEX D — 2023 Achari Equity Incentive Plan

 

D-1

ANNEX E — Appraisal Rights

 

E-1

ANNEX F — Form of Proxy Card for Stockholders

 

F-1

ANNEX G — Fairness Opinion

 

G-1

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ADDITIONAL INFORMATION

You may request copies of this proxy statement and any other publicly available information concerning Vaso, without charge, by written request to Vaso Corporation, 137 Commercial Street, Suite 200 Plainview, New York 11803, or by telephone request at (516) 997-4600 or from the SEC through the SEC website at http://www.sec.gov.

In order for a Vaso stockholder to receive timely delivery of the applicable documents in advance of the Vaso Stockholders’ Meeting to be held on            , 2024, such stockholder must request the information no later than five business days prior to the date of the Vaso Stockholders’ Meeting, by            , 2024.

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FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Vaso” refer to Vaso Corporation, which is a corporation incorporated under the laws of the State of Delaware.

In addition to the definitions given to certain capitalized terms here, in this document the following capitalized terms shall have the following meanings:

Achari” means Achari Ventures Holdings Corp. I, a corporation incorporated under the laws of the State of Delaware.

Achari Board” means the board of directors of Achari.

Achari Certificate of Incorporation” means Achari’s fifth amended and restated Certificate of Incorporation as of the date hereof.

Achari Shares” means the shares of common stock, par value $0.0001, of Achari.

Achari Stockholders’ Meeting” means the extraordinary general meeting of Achari’s stockholders to consider and vote upon the Business Combination and related matters as well as any adjournments or postponements thereof.

Adjournment Proposal” means the proposal to be considered at the Vaso Stockholders’ Meeting to require the chair of the meeting to adjourn the Vaso Stockholders’ Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies.

Amended and Restated Certificate of Incorporation” means the proposed sixth amended and restated certificate of incorporation of New Vaso to be in effect following the Business Combination, a copy of which is attached to this proxy statement as Annex B.

Business Combination” means the transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Agreement and Plan of Merger, dated as of December 6, 2023 by and among Achari, Merger Sub and Vaso, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.

Business Combination Proposal” means the proposal to be considered at the Vaso Stockholders’ Meeting to approve the Business Combination.

Bylaws” mean the proposed bylaws of New Vaso to be in effect following the Business Combination, a form of which is attached to this proxy statement as Annex D.

Company Support Agreement” means the security holder support agreement, dated December 6, 2023, and entered into concurrently with the execution and delivery of the Business Combination Agreement, by and among Achari, Vaso and certain security holders of Vaso.

Class A Company Common Stock” means New Vaso’s Class A Common Stock, upon consummation of the Business Combination.

Class B Company Common Stock” means New Vaso’s Class B Common Stock, upon consummation of the Business Combination.

“Closing” means the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

DGCL” means the Delaware General Corporation Law, as amended.

Director Election Proposal” means the proposal to be considered at the stockholders’ meeting to elect Jun Ma and David Lieberman to serve as the two directors in Class III, to hold office until the 2026 Annual Meeting of stockholders and until their respective successors are duly elected and qualified.

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DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Founder Shares” means the 2,500,000 shares of common stock issued by Achari to the Sponsor (including those that have been subsequently transferred) which amount shall be reduced to 750,000 shares of Achari common Stock immediately prior to the Business Combination.

GAAP” means U.S. generally accepted accounting principles.

Insider Letter” means Achari’s letter agreement with the Sponsor, dated October 14, 2021.

IPO” or “Initial Public Offering” means Achari’s initial public offering of its Units pursuant to a registration statement on Form S-1 declared effective by the SEC on October 14, 2021, (File No. 333-258476).

Merger” means the statutory merger of Merger Sub with and into Vaso pursuant to the terms of the Business Combination Agreement and under the applicable provisions of the DGCL, with Vaso continuing as the surviving entity and becoming a subsidiary of New Vaso.

Merger Sub” means Achari Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Achari.

Nasdaq” means The Nasdaq Global Market.

New Vaso Board” means the board of directors of New Vaso subsequent to the completion of the Business Combination.

New Vaso Common Stock” means the shares of common stock, par value $0.0001 per share, of New Vaso upon consummation of the Business Combination, which shall consist of Class A Company Common Stock and Class B Company Common Stock.

Outside Date” means May 30, 2024, which date shall be extended automatically for up to thirty (30) days to the extent we and Vaso are continuing to work in good faith toward the Closing.

Private Placement” means the private placement that Achari consummated simultaneously with the IPO in which Achari issued to the Sponsor and Chardan Capital Markets, LLC, the representative of the underwriters in the IPO, the private placement warrants.

Private Placement Warrants” means the 7,133,333 warrants sold by Achari to the Sponsor and to be reduced to 1,000,000 warrants at the time of the Business Combination.

Proposals” means, collectively, (i) the Business Combination Proposal, (ii) the Director Election Proposal (iii) the Ratification Proposal, and (iv) the Adjournment Proposal, if presented.

Public Stockholders” means the holders of Achari’s shares of common stock that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Shares” means Achari’s shares of common stock sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Warrants” means Achari’s warrants sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Record Date” means            , 2024.

Redemption” means the redemption of Public Shares for the Redemption Price.

Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Achari Certificate of Incorporation (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the completion of the Business Combination in accordance with the Achari Certificate of Incorporation, as currently in effect.

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Redemption Rights” means the right of Achari’s Public Stockholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Achari Certificate of Incorporation.

SEC” means the U.S. Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Sponsor” means Achari Sponsor Holdings I LLC, a Delaware limited liability company.

Transactions” mean the Business Combination and the other transactions contemplated by the Business Combination Agreement.

Transfer Agent” means American Stock Transfer & Trust Company.

Trust Account” means the trust account of Achari, which holds the net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes and pay redemptions.

Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of one share of common stock of Achari and one warrant to purchase three-quarters of a share of common stock.

Vaso Certificate of Incorporation” means Vaso’s Restated Certificate of Incorporation as of the date hereof.

Vaso common stock” means the common stock, par value $0.001 per share, of Vaso.

Vaso preferred stock” means the preferred stock, par value $0.01 per share, of Vaso.

Vaso Stockholders’ Meeting” means the extraordinary general meeting of Vaso’s stockholders to consider and vote upon the Proposals, any other matters that properly come before such meeting and any adjournments or postponements thereof.

Warrant Agreement” means the Warrant Agreement, dated October 14, 2021, between Achari and Continental Stock Transfer & Trust Company, which governs Achari’s outstanding warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement with respect to New Vaso’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement):

1.      No Achari Public Stockholders exercise their respective Redemption Rights in connection with the consummation of the Business Combination, and the balance of the Trust Account as of the Closing is approximately $6.85 million. Please see the section entitled “Vaso Stockholders’ Meeting — Redemption Rights.”

2.      No Achari warrant holders exercise any of the Achari warrants (including any of the 10,000,000 Public Warrants and 1,000,000 Private Placement Warrants) that will remain outstanding immediately following the Business Combination.

3.      The total number of post-Merger shares of New Vaso Class A Common Stock issued to the former Vaso stockholders will be 17,600,000.

4.      The total number of post-Merger shares of New Vaso Class A Common Stock retained by the Achari stockholders will be 1,300,941 shares.

5.      The Redemption Price will be approximately $            per share as of the consummation of the Business Combination.

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MARKET AND INDUSTRY DATA

Information contained in this proxy statement concerning the market and the industry in which Vaso competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Vaso based on such sources and Vaso’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such sources has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Notwithstanding the foregoing, we are liable for the information provided in this proxy statement. The industry in which Vaso operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Vaso’s Business and Industry” and elsewhere in this proxy statement.

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TRADEMARKS

This proxy statement includes a description of the trademarks of Vaso such as “Vaso” which are protected under applicable intellectual property laws and are the property of Vaso or its subsidiaries. This proxy statement also contains trademarks, service marks, trade names and copyrights of other entities, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names. Vaso does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for Achari and Vaso to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

        the benefits of the Business Combination;

        the ability to complete the Business Combination;

        the future financial performance of New Vaso following the Business Combination;

        the timing of, expected benefits from and ability to execute on expansion plans and opportunities; and

        other statements preceded by, followed by or that include the words “may”, “can”, “should”, “will”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement and Achari’s and Vaso’s managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Achari, Vaso and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Vaso’s views as of any subsequent date. Vaso does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares or warrants on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

        the outcome of any legal proceedings that may be instituted against Vaso or Achari following announcement of the proposed Business Combination and transactions contemplated thereby;

        the inability to complete the Business Combination, including due to the failure to obtain approval of the Achari or Vaso stockholders or the failure to meet other conditions to closing in the Business Combination Agreement;

        the inability to maintain the applicable listing of the securities of New Vaso on Nasdaq following the Business Combination;

        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of New Vaso to grow and manage growth profitably;

        costs related to the Business Combination;

        changes in the markets that Vaso operates;

        the possibility that Achari or Vaso may be adversely affected by other economic, business, and/or competitive factors;

        the risk that the Business Combination disrupts current plans and operations of Vaso as a result of the announcement and consummation of the Business Combination;

        the inability to execute Vaso’s growth strategies, including identifying and executing acquisitions;

        the inability to develop and maintain effective internal controls;

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        cost of complying with current laws and regulations and any changes in applicable laws or regulations;

        business interruptions resulting from geographical actions, including war and terrorism;

        difficulties managing our anticipated growth, or the possibility that we may not grow at all;

        failure to obtain and maintain the third-party relationships that are necessary to further our business plans;

        failure to obtain necessary funding in order to continue our operations as planned, either at all or on favorable terms;

        failure to attract and retain the current senior management team and Vaso’s scientific advisors as well as qualified scientific, technical and business personnel; and

        other risks and uncertainties indicated in this proxy statement, including those set forth under the section entitled “Risk Factors.”

Forward-looking statements in this document that do not relate to the Business Combination are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that forward-looking statements in this proxy statement that relate to the Business Combination fall within the protection of the “bespeaks caution” doctrine, which holds that forward-looking statements are not misleading if they are accompanied by adequate risk disclosure to caution readers about specific risks that may materially impact the forecasts, any court analyzing such forward-looking statements could find that such doctrine is not applicable to the proxy statement or such statements do not qualify for such protection.

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Vaso Stockholders’ Meeting, including the Business Combination Proposal, whether or not you plan to attend such meeting, we urge you to read this proxy statement (including the Annexes) carefully, including the section entitled “Risk Factors” herein. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Achari

Achari was incorporated in Delaware on January 25, 2021. Achari is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although Achari’s initial focus was on identifying acquisition opportunities in the cannabis industry, it has decided that pursuing the Business Combination with Vaso, a company involved in the medical device and medical sales industry, is in the best interest of its stockholders.

Achari is an early stage and emerging growth company and, as such, it is subject to all of the risks associated with early stage and emerging growth companies.

General

As of the date hereof, Achari had not commenced any operations other than activities related to its formation, its Initial Public Offering, and, subsequent to the Initial Public Offering, the process of identifying a target company for a business combination and the execution of the Business Combination. Achari does not anticipate that it will generate any operating revenues until after the completion of a business combination, at the earliest. The registration statement for Achari’s Initial Public Offering was declared effective on October 14, 2021. On October 19, 2021, Achari consummated its Initial Public Offering of 10,000,000 Units. Each such Unit consisted of one share of Common Stock and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase three quarters of one share of Common Stock for $11.50 per share, provided however that warrants may be exercised only for a whole number of shares of Common Stock. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to Achari of $100,000,000.

Simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement, Achari sold the Private Placement Warrants to the Sponsor at a purchase price of $0.75 per Private Placement Warrant, generating gross proceeds of $5,350,000. The Private Placement Warrants are identical to the warrants included in the Units sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in Achari’s Registration Statement on Form S-1 relating to the Initial Public Offering. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Following the closing of the Initial Public Offering $101,500,000 (or approximately $10.15 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”). Except with respect to interest earned on the funds held in the Trust Account that may be released to Achari to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of Achari’s initial Business Combination, (ii) the redemption of any of Achari’s Public Shares properly submitted in connection with a stockholder vote to amend the Certificate of Incorporation (a) to modify the substance or timing of its obligation to redeem 100% of Achari’s Public Shares if it does not complete its initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if it opts to continue to exercise its remaining Fifth CoI Monthly Extension Options as defined below and further described herein) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) the redemption of Achari’s Public Shares if it is unable to complete its initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if Achari opts not to continue to exercise its remaining Fifth CoI Monthly Extension Options), subject to applicable law. Prior to the 24-month anniversary of the registration statement for Achari’s IPO, the funds placed in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company

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Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by Achari meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by Achari, and subsequent to such date, such funds have been held in cash or interest-bearing bank deposit accounts at a national bank.

Achari’s Units began trading on October 15, 2021 on Nasdaq under the symbol “AVHIU”. The Public Shares began trading on Nasdaq on November 17, 2021 under the symbol “AVHI” while the Public Warrants began trading on Nasdaq on November 17, 2021 under the symbol “AVHIW”.

Extension of Date to Consummate an Initial Business Combination

On December 22, 2022 at a special meeting of Achari’s stockholders (the “Special Meeting”), Achari’s stockholders approved (i) the Charter Amendment Proposals, an amendment to Achari’s second amended and restated certificate of incorporation, which amended an option included in Achari’s existing second amended certificate of incorporation, and which had provided Achari the ability to extend the deadline by which Achari must consummate a Business Combination by up to three months, or from January 19, 2023 to April 19, 2023, to instead provide for an extension to consummate a Business Combination by up to six months, or from January 19, 2023 to July 19, 2023 and (ii) the Trust Amendment Proposal, an amendment to Achari’s Investment Management Trust Agreement to provide that Achari may extend the time period to complete a Business Combination up to and until July 19, 2023, on a monthly basis, by, at Achari’s option, depositing into Achari’s Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of Achari’s Common Stock which remains outstanding as of the date of such monthly deposit (the “Third CoI Monthly Extension Options”). The Third CoI Monthly Extension Options were exercised by Achari in six single-month increments.

At the Special Meeting, holders of 8,980,535 shares of Common Stock of Achari exercised their right to redeem their shares for cash at an approximate redemption price of $10.24 per share, resulting in an aggregate payment to such redeeming stockholders of approximately $92,009,330, which amount was withdrawn from the Trust Account to redeem such shares promptly following the conclusion of the Special Meeting.

On July 12, 2023, Achari’s stockholders approved at a special meeting of Achari’s stockholders (i) an amendment to Achari’s then-existing amended and restated certificate of incorporation, which amended an option included in Achari’s then-existing amended and restated certificate of incorporation that provided Achari the ability to extend the deadline by which Achari must consummate a business combination by up to six months, or from January 19, 2023 to July 19, 2023, to instead provide for an extension to consummate a business combination by up to an additional six months, or from July 19, 2023 to January 19, 2024, and (ii) an amendment to Achari’s Amended and Restated Investment Management Trust Agreement to provide that Achari may extend the time period to complete a business combination up to and until the Amended Extended Date on a monthly basis, at Achari’s option, by depositing into Achari’s Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of Achari’s Common Stock which remains outstanding as of the date of such monthly deposit (the “Fourth CoI Monthly Extension Options”). The Fourth CoI Monthly Extension Options were exercised by Achari in six single-month increments.

On July 17, 2023, Achari’s Sponsor transferred 927,600 shares of Common Stock to certain members of the Sponsor. As a result of such transfers, as of July 17, 2023, 1,572,400 shares of Common Stock were held directly by the Sponsor and 927,600 shares of Common Stock were held directly by members of the Sponsor.

Pursuant to the terms of Achari’s then existing certificate of incorporation and Amended and Restated Investment Management and Trust Agreement, on October 19, 2023, with respect to the exercise of the Fourth CoI Monthly Extension Options, Achari deposited $31,916 into Achari’s Trust Account in connection with the exercise of the Fourth CoI Monthly Extension Options. Such deposit with respect to the Fourth CoI Monthly Extension Options was made using funds held outside of Achari’s Trust Account and available to Achari to fund working capital requirements. As of October 20, 2023 (and, for the avoidance of doubt, inclusive of the deposit of $31,916 into the Trust Account in connection with the exercise of the Fourth CoI Monthly Extension Options as described above), the Trust Account held approximately $6,892,525.Offering costs for the Initial Public Offering amounted to $6,101,730, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees

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payable (which are held in the Trust Account) and $601,730 of other costs. Following the closing of the Initial Public Offering, $101,500,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in the Trust Account.

On December 18, 2023, Achari held a special meeting in lieu of an annual meeting of Achari’s stockholders at which Achari’s stockholders approved (i) a proposal to amend its Fourth Amended and Restated Certificate of Incorporation to revise its then-existing extension option to extend the period by which it must consummate a business combination to July 19, 2024, with such extension option exercisable in six single-month increments (each such monthly extension option, a “Fifth CoI Monthly Extension Option”), for an additional six-month aggregate total extension period if each Fifth Monthly Extension Option is exercised; (ii) a proposal to amend its charter to eliminate a limitation in the charter providing that Achari shall not redeem Public Shares (as defined below) to the extent that such redemption would cause Achari’s net tangible assets to be less than $5,000,001 following any such redemptions, in order to allow Achari to redeem Public Shares irrespective of whether the amount of such redemptions would breach the Redemption Limitation if Achari so chooses in its sole discretion and (iii) a proposal to amend its Second Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between the Trustee and Achari, to provide that the expiration date provided for in the Trust Agreement may be extended, at Achari’s option, and on a monthly basis, pursuant to the exercise of the Fifth CoI Monthly Extension Option(s), up to and until July 19, 2024; provided that, in order to exercise a single Fifth CoI Monthly Extension Option, Achari must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of Achari’s common stock included in the units which were sold in Achari’s IPO and which remain outstanding on the date of such deposit. In connection with the stockholders’ vote at the December 18, 2023 meeting, Achari was advised that holders of 87,380 shares of Achari common stock exercised their right to redeem their shares for cash at a price of $10.91 per share, for an aggregate payment of $952,939.89, which was subsequently withdrawn from the Trust Account to redeem such shares. As of January 2, 2024 (and reflecting the withdrawal of funds in connection with the redemption of shares described in the foregoing sentence), the Trust Account had a balance of $6,050,606.81.

As of the date hereof, Achari had exercised six of the six Fifth CoI Monthly Extension Options available to it, depositing $31,916.05 into the Trust Account in connection with each such exercise.

Merger Sub

Merger Sub is a Delaware corporation and wholly-owned subsidiary of Achari formed in December 2023. In the Business Combination, Merger Sub will merge with and into Vaso with Vaso being the surviving entity and becoming a wholly-owned subsidiary of Achari.

Merger Sub’s principal executive offices are located at c/o Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, New Jersey 07066, and its phone number is (732) 340-0700.

Vaso

Vaso Corporation was incorporated in Delaware in July 1987. For most of its history, Vaso primarily was a single-product company designing, manufacturing, marketing and servicing its proprietary Enhanced External Counterpulsation, or EECP®, therapy systems, mainly for the treatment of angina. In 2010 it began to diversify its business operations. Vaso changed its name to Vaso Corporation in 2016 to more accurately reflect the diversified nature of its business, and Vaso continues to use the original name VasoMedical for its proprietary medical device subsidiary.

In May 2010, Vaso launched its Professional Sales Service business through a wholly-owned subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, which was appointed by GE Healthcare Division (“GEHC”) as its exclusive representative for the sale of select GEHC diagnostic imaging equipment to specific market segments in the 48 contiguous states of the United States and the District of Columbia. The original agreement with GEHC (“GEHC Agreement”) was for three years ending June 30, 2013; it has been extended several times with the current extension through December 31, 2026, subject to earlier termination under certain conditions.

In June 2014, Vaso began its IT segment business by concluding the Value Added Reseller Agreement (“VAR Agreement”) with GEHC to become a national value added reseller of GEHC Digital’s software solutions such as Picture Archiving and Communication System (“PACS”), Radiology Information System (“RIS”), and related

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services, including implementation, training, management and support. This business focuses primarily on customer segments currently served by VasoHealthcare. A new wholly owned subsidiary, VasoHealthcare IT Corp. (“VHC IT”), was formed to conduct the healthcare IT business.

In May 2015, Vaso further expanded its IT business segment by acquiring all of the assets of NetWolves, LLC and its affiliates, including the membership interests in NetWolves Network Services, LLC (collectively, “NetWolves”), pursuant to an asset purchase agreement. NetWolves designs and delivers efficient and cost-effective multi-network and multi-technology solutions as a managed network provider, and also provides a complete single-source solution that includes design, network redundancy, application device management, real-time network monitoring, reporting and support systems as a comprehensive solution.

Vaso’s Equipment business also has been significantly expanded from the original EECP®-only operations. In September 2011, Vaso acquired FGE, a British Virgin Islands company, which owned or controlled two Chinese operating companies — Life Enhancement Technology Ltd. (“LET”) and Biox Instruments Co. Ltd. (“Biox”) — to expand its technical and manufacturing capabilities and to enhance its distribution network, technology, and product portfolio. Biox was a variable interest entity (“VIE”) controlled by FGE through certain contracts and an option to acquire all the shares of Biox by FGE’s wholly owned subsidiary Gentone, and in March 2019 Gentone exercised its option to acquire all of the shares of Biox. In August 2014, Vaso through Gentone acquired all of the outstanding shares of Genwell Instruments Co. Ltd. (“Genwell”), which was formed in 2010 to develop the MobiCare® wireless multi-parameter patient monitoring system and holds intellectual property rights for this system. As a result, Vaso has expanded its equipment products portfolio to include Biox™ series ambulatory patient monitoring systems, ARCS® series software for ECG and blood pressure analysis, and the MobiCare® patient monitoring device.

In April 2014, Vaso entered into a cooperation agreement with Chongqing PSK-Health Sci-Tech Development Co., Ltd. (“PSK”) of Chongqing, China, the leading manufacturer of external counter pulsation, or ECP, therapy systems in China, to form a joint venture company, VSK Medical Limited (“VSK”), a Cayman Islands company, for the global marketing, sale and advancement of ECP therapy technology. Vaso owned 49.9% of VSK, which commenced operations in January 2015. In March 2018, Vaso terminated the cooperation agreement with PSK and sold its shares in VSK to PSK. On May 20, 2020, Vaso closed on the sale of 51% of the capital stock of its wholly-owned subsidiary EECP Global Corporation (“EECP Global”) to PSK. EECP Global was formed in September 2019 to hold all the assets and liabilities of its EECP business. Concurrently with the closing of the transaction, Vaso signed a Management Service Agreement with EECP Global to provide management service for the business and operation of EECP Global in the United States. The agreement provided an initial term of three years starting April 1, 2020, the effective date of the sale, which term is automatically renewable for additional one-year terms. The Management Services Agreement was last renewed in April 2023, and Vaso anticipates that the agreement will continue to be renewed on an annual basis for the foreseeable future. Pursuant to the agreement, EECP Global reimburses Vaso for all direct expenses and pays a monthly management fee of $10,000 per month during the term of the agreement.

Vaso’s principal executive offices are located at 137 Commercial St., Suite 200, Plainview, New York 11803, and its phone number is (516) 997-4600.

Equity Ownership Upon Completion of the Business Combination

As of the date of this proxy statement, there are issued and outstanding (i) 3,050,941 shares of Achari, comprised of 550,941 shares held by Public Stockholders and 2,500,000 Founder Shares (to be reduced to 750,000 Founder Shares upon the completion of the Business Combination), (ii) 10,000,000 Public Warrants, and (iii) 7,133,333 Private Placement Warrants (to be reduced to 1,000,000 Private Placement Warrants at the time of the completion of the Business Combination). Each whole Public Warrant and each whole Private Placement Warrant entitles the holder thereof to purchase three quarters of one share of Achari for $11.50 per share and, following the completion of the Business Combination, will entitle the holder thereof to purchase three quarters of one share of Common Stock; provided, however, that, in each case, the warrants may be exercised only for a whole number of shares. In connection with the completion of the Business Combination, each then-issued and outstanding share of Achari common stock will be exchanged for a share of Class A Common Stock, on a one-for-one basis. In addition, as of January 2, 2024, there is approximately $6,050,607 in the Trust Account.

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Issued and Outstanding Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of Class A Common Stock following the completion of the Business Combination based on the varying levels of Redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on April 2, 2024, (ii) 17,600,000 shares of Class A Common Stock are issued to stockholders of Vaso in a no Redemption scenario, a 20% Redemption scenario, a 40% Redemption scenario, a 60% Redemption scenario, an 80% Redemption scenario and a 100% Redemption scenario, and (iii) pursuant to the Business Combination Agreement, at Closing, all Vaso Restricted Share Awards, to the extent they are outstanding immediately prior to Closing, will automatically vest in full and be converted into the right to receive a number of Class A Common Shares as set forth on the Allocation Schedule.

Based on these assumptions, and assuming that no outstanding shares of Achari are redeemed in connection with the Business Combination, there would be approximately 18,900,941 shares of Class A Common Stock outstanding, or 27,150,941 on a fully-diluted basis, immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Vaso will be different.

The scenarios depicted below are for illustrative purposes only, as the actual number of Redemptions by the Public Stockholders is not able to be known prior to prior to _____ p.m., Eastern Time on _____, 2024, deadline for redemptions.

 

No
Redemptions
(1)(2)

 

%

 

20% Redemptions(1)(3)

 

%

 

40% Redemptions(1)(4)

 

%

 

60% Redemptions(1)(5)

 

%

 

80% Redemptions(1)(6)

 

%

 

100% Redemptions(1)(7)

 

%

Vaso stockholders

 

17,600,000

 

93.1

%

 

17,600,000

 

93.7

%

 

17,600,000

 

94.2

%

 

17,600,000

 

94.8

%

 

17,600,000

 

95.3

%

 

17,600,000

 

95.9

%

Achari Public Stockholders

 

550,941

 

2.9

%

 

440,753

 

2.3

%

 

330,565

 

1.8

%

 

220,376

 

1.2

%

 

110,188

 

0.6

%

 

 

0.0

%

Sponsor Founder Shares(8)

 

750,000

 

4.0

%

 

750,000

 

4.0

%

 

750,000

 

4.0

%

 

750,000

 

4.0

%

 

750,000

 

4.19

%

 

750,000

 

4.19

%

Total Shares of Common Stock

 

18,900,941

 

100

%

 

18,790,753

 

100

%

 

18,680,565

 

100

%

 

18,570,376

 

100

%

 

18,460,188

 

100

%

 

18,350,000

 

100

%

____________

(1)      Represents ownership based on assumed actual shares issued and outstanding at the Closing and assumes all 1,000,000 Sponsor Private Placement Warrants are exercised. All percentages will be diluted if any Public Warrants are exercised.

Notwithstanding the number of Redemptions, the deferred underwriting commissions of $3,500,000 in connection with the IPO will remain constant and be released to the underwriters only upon completion of the Business Combination. Achari anticipates that there will be approximately $6,194,100 in the Trust Account as of April 2, 2024. Accordingly, assuming that the Business Combination occurs on April 2, 2024, the deferred underwriting commissions will equal 57% of the cash remaining in the Trust Account if there are no Redemptions, 71% if there are 20% Redemptions, 94% if there are 40% Redemptions, 141% if there are 60% Redemptions, 283% if there are 80% Redemptions and an incalculable percentage if there are 100% Redemptions.

(2)      Assumes that no shares of Achari held by Public Stockholders are redeemed.

(3)      Assumes that 110,188 shares of Achari held by Public Stockholders are redeemed.

(4)      Assumes that 220,376 shares of Achari held by Public Stockholders are redeemed.

(5)      Assumes that 330,565 shares of Achari held by Public Stockholders are redeemed.

(6)      Assumes that 440,753 shares of Achari held by Public Stockholders are redeemed.

(7)      Assumes that all shares of Achari held by Public Stockholders are redeemed.

(8)      Represents the reduction of Founder Shares from 2,500,000 Founder Shares as of the date hereof to 750,000 Founder Shares as of the completion of the Business Combination and assumes that the Founder Shares are not further reduced pursuant to the Put Option Agreement.

(9)      Represents Founder Shares held by the Sponsor. Mr. Desai is the managing member of 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 Founder Shares. Other than as set forth herein, no affiliates of the Sponsor own equity of Achari.

For additional information regarding assumptions incorporated into the information presented above, see the sections titled “Frequently Used Terms — Share Calculations and Ownership Percentages”, “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Merger Consideration”. For additional information regarding beneficial ownership, see the section titled “Beneficial Ownership of Securities”.

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The voting percentages set forth above were calculated based on the assumptions set forth above and do not take into account (i) Public Warrants and Private Placement Warrants that will remain outstanding immediately following the completion of the Business Combination and may be exercised thereafter, and (ii) the issuance of any shares upon completion of the Business Combination under the 2024 Equity Incentive Plan, but do include the Founder Shares, which, upon the completion of the Business Combination, will convert into shares of Class A Common Stock under the terms of the Business Combination. For more information, please see the sections entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”, “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Merger Consideration”.

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 17,133,333 warrants, each to acquire three quarters of one share of Achari, which are comprised of 10,000,000 Public Warrants and 7,133,333 Private Placement Warrants (to be reduced to 1,000,000 Private Placement Warrants at the time of the completion of the Business Combination). Following the Closing, each of these warrants will entitle the holder thereof to purchase three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement; provided, however, that the warrants may be exercised only for a whole number of shares. If we assume that each outstanding warrant is exercised and three quarters of one share of Class A Common Stock is issued as a result of such exercise, with payment to Achari of the exercise price of $11.50 per share, in cash, the fully-diluted share capital of Achari would increase by a total of 8,250,000 shares, with approximately $94,975,000 paid to Achari to exercise the warrants.

Fully-Diluted Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of Common Stock of Achari following the completion of the Business Combination based on varying levels of Redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on April 2, 2024, (ii) 17,600,000 shares of Class A Common Stock are issued to Vaso stockholders in a no Redemption scenario, a 20% Redemption scenario, a 40% Redemption scenario, a 60% Redemption scenario, an 80% Redemption scenario and a 100% Redemption scenario, and (iii) the price of the shares of Class A Common Stock reaches $11.50. The following table includes the Public Warrants and Private Placement Warrants, which will be exercisable for 8,250,000 shares of Class A Common Stock following the consummation of the Business Combination.

 

No
Redemptions
(1)
Ownership
in shares

 

Equity %

 

20%
Redemptions
(2)
Ownership
in shares

 

Equity %

 

40%
Redemptions
(3)
Ownership
in shares

 

Equity %

 

60%
Redemptions
(4)
Ownership
in shares

 

Equity %

 

80%
Redemptions
(5)
Ownership
in shares

 

Equity %

 

100%
Redemptions
(6)
Ownership
in Shares

 

Equity %

Vaso Public
Stockholders

 

17,600,000

 

64.8

%

 

17,600,000

 

65.1

%

 

17,600,000

 

65.4

%

 

17,600,000

 

65.6

%

 

17,600,000

 

65.9

%

 

17,600,000

 

66.2

%

Achari Public
Stockholders

 

550,941

 

2.0

%

 

440,753

 

1.6

%

 

330,565

 

1.2

%

 

220,376

 

0.8

%

 

110,188

 

0.4

%

 

 

0.0

%

Sponsor Founder
Shares
(7)

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

Public Warrants

 

7,500,000

 

27.6

%

 

7,500,000

 

27.7

%

 

7,500,000

 

27.8

%

 

7,500,000

 

28.0

%

 

7,500,000

 

28.1

%

 

7,500,000

 

28.2

%

Private Placement Warrants(8)

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

Total Shares of Common Stock

 

27,150,941

 

100

%

 

27,040,753

 

100

%

 

26,930,565

 

100

%

 

26,820,376

 

100

%

 

26,710,188

 

100

%

 

26,600,000

 

100

%

Total Sponsor Ownership with converted warrants

 

1,500,000

 

5.5

%

 

1,500,000

 

5.5

%

 

1,500,000

 

5.6

%

 

1,500,000

 

5.6

%

 

1,500,000

 

5.6

%

 

1,500,000

 

5.6

%

____________

(1)      Assumes that no shares of Achari are redeemed.

(2)      Assumes that 110,188 shares of Achari held by Public Stockholders are redeemed.

(3)      Assumes that 220,376 shares of Achari held by Public Stockholders are redeemed.

(4)      Assumes that 330,565 shares of Achari held by Public Stockholders are redeemed.

(5)      Assumes that 440,753 shares of Achari held by Public Stockholders are redeemed.

(6)      Assumes that all shares of Achari are redeemed.

(7)      Represents the reduction of Founder Shares from 2,500,000 Founder Shares as of the date hereof to 750,000 Founder Shares as of the completion of the Business Combination and assumes that the Founder Shares are not further reduced pursuant to the Put Option Agreement.

(8)      Represents 7,133,333 warrants sold to the Sponsor, which number will be reduced to 1,000,000 warrants at the time of the completion of the Business Combination.

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Share ownership presented in the table above is only presented for illustrative purposes and is based on a number of assumptions. Achari cannot predict how many of its Public Stockholders will exercise their respective right to have their respective Public Shares redeemed for cash. Public Stockholders that do not elect to redeem their respective Public Shares will experience dilution as a result of the Business Combination. The Public Stockholders currently own approximately 18% of the outstanding shares of Achari, assuming that no warrants have been exercised and 51% on a fully-diluted basis. As noted in the above table, if no Public Stockholders redeem their respective Public Shares in connection with the Business Combination, the Public Stockholders will go from owning approximately 51% of the shares of Achari on a fully-diluted basis prior to the Business Combination to owning 30% of the total shares of Common Stock on a fully-diluted basis. The Public Stockholders will own approximately 2.9%, 2.3%, 1.8%, 1.2%, 0.6% and 0.0% (assuming no warrants have been exercised) and 29.7%, 29.4%, 29.1%, 28.8%, 28.5%, and 28.2% (on a fully-diluted basis) of the total shares outstanding of Common Stock, in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenario, respectively. The Sponsor will own approximately 2.8%, 2.8%, 2.8%, 2.8% and 2.8% (assuming no warrants have been exercised) and 5.5%, 5.5%, 5.6%, 5.6%, 5.6% and 5.6% (on a fully-diluted basis) of the total shares outstanding of Common Stock, in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenario, respectively.

The Proposals to be Submitted at the Vaso Stockholders’ Meeting

The Business Combination Proposal

Achari and Vaso have agreed to the Business Combination under the terms of the Business Combination Agreement. Pursuant to the terms set forth in the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein, Merger Sub will merge with and into Vaso, with Vaso continuing as the surviving entity and becoming a wholly-owned subsidiary of New Vaso Company.

Business Combination Agreement

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), Merger Sub will merge with and into Vaso, with Vaso continuing as the surviving corporation in the Business Combination and a wholly-owned subsidiary of Achari.

At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each Vaso share of common stock (excluding any dissenting shares and cancelled treasury stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into shares of Class A Common Stock based on an exchange ratio, as further described in the Business Combination Agreement.

At the Effective Time, by virtue of the Merger, each Vaso Restricted Share Award outstanding immediately prior to the Effective Time shall automatically and without any action on the part of the holder thereof, automatically vest in full and shall be converted into the right to receive a number of shares of Class A Common Stock in accordance with the allocation schedule to be delivered by Vaso to Achari at least three Business Days prior to the Closing Date (the “Allocation Schedule”).

At the Closing, Achari will change its name to “Vaso Holding Corporation”.

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Organizational Structure

Organizational Structure of Achari before the Business Combination

The diagram below depicts a simplified version of Achari’s current organizational structure:

Organizational Structure of Vaso before the Business Combination

The diagram below depicts a simplified version of Vaso’s current organizational structure (all ownership percentages are 100% unless otherwise indicated):

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Organizational Structure of New Vaso after giving effect to the Merger and Business Combination

The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination (all ownership percentages are 100% unless otherwise indicated).

See the section entitled “Proposal 1: The Business Combination Proposal” for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.

Management of New Vaso Following the Business Combination

New Vaso directors and executive officers upon completion of the Business Combination will be as follows:

Name

 

Age

 

Position

Joshua Markowitz

 

68

 

Chairman of the Board and Director

David Lieberman

 

79

 

Vice Chairman of the Board and Director

Jun Ma

 

60

 

President, Chief Executive Officer and Director

Jane Moen

 

44

 

President Vasohealthcare and Director

Behnam Movaseghi

 

70

 

Independent Director

Edgar Rios

 

71

 

Independent Director

Leon Dembo

 

69

 

Independent Director

Michael J. Beecher

 

79

 

Co-Chief Financial Officer and Secretary

Jonathan P. Newton

 

63

 

Co-Chief Financial Officer and Treasurer

Peter C. Castle

 

55

 

Chief Operating Officer

[Independent director nominee to be named]

 

[—]

 

Independent Director

[Independent director nominee to be named]

 

[—]

 

Independent Director

For more information on the directors and executive officers of New Vaso upon completion of the Business Combination, see “Management of New Vaso Following the Business Combination.”

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Anticipated Accounting Treatment

The Transactions will be accounted for as a capital reorganization in accordance with GAAP. Accordingly, the Transactions will be treated as the equivalent of Vaso issuing shares for the net assets of Achari as of the Closing Date, accompanied by a recapitalization. The net assets of Achari will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for filings with the Secretary of State of the State of Delaware necessary to effectuate the merger required and filings with the SEC pursuant to the reporting requirements applicable to Achari and Vaso, and the requirements of the Securities Act and the Exchange Act.

Redemption Rights

Public Stockholders of Achari may seek to have their shares redeemed by Achari, regardless of whether they vote for or against the Business Combination or any other Proposals and whether they held Achari shares of common stock as of the Record Date or acquired them after the Record Date. There were approximately $6,050,606.81 funds in the Trust Account on January 2, 2024. As Achari Public Stockholders are entitled to a portion of the funds in the Trust Account, approximately $10.98 per share as of January 2, 2024, the more shares Achari Public Stockholders redeem, the less cash will remain in the Trust Account for New Vaso to use. Additionally, the more shares the Achari Public Stockholders redeem, the less their ownership of New Vaso will be immediately following the Business Combination. By way of example, if no Achari Public Stockholders redeem their shares, the current Achari Public Stockholders will own approximately 6.9% of New Vaso where as if 60% of such eligible shares are redeemed, the current Achari stockholders will own approximately 5.2% of New Vaso. See the section entitled “Vaso Stockholders’ Meeting — Redemption Rights” for the procedures to be followed if you are to redeem your shares for cash.

Interests of the Directors and Officers in the Business Combination

When you consider the recommendation of the Vaso Board to vote in favor of approval of the Proposals, you should keep in mind that Vaso’s directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things, that:

        the current member of Vaso’s board of directors, Joshua Markowitz, David Lieberman, Jun Ma, Jane Moen, Edgar Rios, Leon Dembo and Behnam Movaseghi, are expected to serve as members of the New Vaso board of directors after consummation of the Business Combination and, in their capacity as such, shall become entitled to any cash fees, stock options or stock awards that New Vaso determines to pay its directors;

        that executive officers of Vaso, including Jun Ma as its Chief Executive Officer, are expected to serve in their same capacities with New Vaso; and

        upon consummation of the Business Combination, and subject to approval of the Achari Equity Incentive Plan Proposal, New Vaso’s executive officers after the Business Combination are expected to receive grants of stock options and restricted stock units under the 2024 EIP Plan from time to time.

Material U.S. Federal Income Tax Consequences of the Business Combination

For a description of the certain United States federal income tax considerations relevant to an exercise of redemption rights, please see “Material U.S. Federal Income Tax Consequences of the Business Combination.”

The Director Election Proposal

Vaso is asking its stockholders to approve the election of Jun Ma and David Lieberman to serve as the two directors in Class III, to hold office until the 2026 annual meeting of stockholders. Our Certificate of Incorporation provides for a Board consisting of not less than three nor more than nine directors. Our Board now consists of seven directors. The Board has three classes of directors: Class I, whose term will expire in 2024 currently consisting

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of Mr. Markowitz and Mr. Rios; Class II, whose term will expire in 2025 currently consisting of Mr. Movaseghi, Mr. Dembo and Ms. Moen; and Class III, whose term would have expired in 2023, currently consisting of Dr. Ma and Mr. Lieberman. The directors each intend to serve on the Board until his or her successor is duly elected and qualified. The Board has nominated Mr. Ma and Mr. Lieberman for election as Class III directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. A summary of the Director Election Proposal is set forth in the section entitled “Proposal 2: The Director Election Proposal” of this proxy statement.

The Ratification Proposal

Vaso is proposing that its stockholders ratify the appointment of UHY LLP as Vaso’s independent registered public accounting firm to audit its financial statements for the fiscal year ending December 31, 2023.

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the chair of the Vaso Stockholders’ Meeting to adjourn such meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by the chair that more time is necessary or appropriate to approve one or more Proposals at the Vaso Stockholders’ Meeting. A summary of the Adjournment Proposal is set forth in the section entitled “Proposal 4: The Adjournment Proposal” of this proxy statement.

Vaso Stockholders’ Meeting

Date, Time and Place of the Vaso Stockholders’ Meeting

The Vaso Stockholders’ Meeting will be held at Eastern Time, on            , 2024, or at such other date, time and place to which such meeting may be adjourned or postponed to consider and vote upon the Proposals. You will be able to attend the special meeting at the Grand Hyatt Tampa Bay Hotel, 2900 Bayport Drive, Tampa, Florida 33607, or by video conference at the corporate offices of Vaso Corporation located at 137 Commercial Street, Suite 200, Plainview, New York 11803.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

Vaso has fixed the close of business on            , 2024 as the Record Date for determining the Vaso stockholders entitled to notice of and to attend and vote at the Vaso Stockholders’ Meeting. As of the close of business on such date, there were            shares of common stock outstanding and entitled to vote. Each share is entitled to one vote per share at the Vaso Stockholders’ Meeting.

Pursuant to the Company Support Agreement, Vaso’s directors and officers have agreed to vote Vaso common stock representing approximately 94% of the outstanding shares of Vaso common stock on December 6, 2023 in favor of the Business Combination.

Proxy Solicitation

Proxies with respect to the Vaso Stockholders’ Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. If a stockholder grants a proxy, it may still vote its shares at the special meeting if it revokes its proxy before the Vaso Stockholders’ Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Vaso Stockholders’ Meeting — Revoking Your Proxy; Changing Your Vote.”

Quorum and Required Vote

A quorum of Vaso stockholders is necessary to hold the Vaso Stockholders’ Meeting. The presence, in person or by proxy, of Vaso stockholders representing at least 50% of the shares of common stock issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Vaso Stockholders’ Meeting will constitute a quorum for the Vaso Stockholders’ Meeting.

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Each of Proposals 1, 3 and 4 will require affirmative vote of a majority of the total votes cast by holders entitled to vote on the proposal, assuming a quorum is present at the meeting. An abstention will be counted as a vote against that proposal and broker non-votes are not considered votes cast with respect to that matter, and consequently, will have no effect on the votes on that matter, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the Vaso Shares that are present and vote at the Vaso Stockholders’ Meeting.

Election of our directors as described in Proposal 2, the Director Election Proposal, requires the affirmative vote of a plurality of the votes of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon. “Plurality,” with respect to the Director Election Proposal, means that the two director nominees who receive the highest number of “FOR” votes as compared to any other director nominees set forth will be elected as directors, even if those nominees do not receive a majority of the votes cast by the stockholders present at the meeting or represented by proxy at the special meeting and entitled to vote thereon.

Appraisal Rights

If the Business Combination is completed, Vaso stockholders who do not vote in favor of the Business Combination are entitled to appraisal rights under Section 262 of the DGCL (“Section 262”) provided that they comply with the conditions established by Section 262. For more information about such rights, see the provisions of Section 262 of the DGCL, attached hereto as Annex E, and the section entitled “Vaso Stockholders’ Meeting — Appraisal Rights.” The Vaso Stockholders do not have appraisal rights in connection with the other Proposals.

Achari’s stockholders do not have appraisal rights under the DGCL or otherwise in connection with the matters to be voted upon at the Achari Stockholders’ Meeting.

Recommendation to Stockholders of Vaso

The Vaso Board determined unanimously that each of the Proposals is fair to and in the best interests of Vaso and its stockholders. The Vaso Board unanimously recommends that Vaso stockholders:

        Vote “FOR” the Business Combination Proposal;

        Vote “FOR” the election of each of the director nominees pursuant to the Director Election Proposal;

        Vote “FOR” the Ratification Proposal; and

        Vote “FOR” the Adjournment Proposal, if it is presented at the Vaso Stockholders’ Meeting.

The existence of any financial and personal interests of one or more of Vaso’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Vaso and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of Vaso’s Directors and Officers and Others in the Business Combination” in this proxy statement for a further discussion of such interests and potential conflicts of interest.

Comparison of the Rights of Holders of Vaso Stock and Company Stock after the Business Combination

As a result of the Business Combination, the holders of shares of Vaso common stock and Vaso preferred stock will become holders of New Vaso Common Stock and their rights will be governed by Delaware law (and by New Vaso’s proposed Amended and Restated Certificate of Incorporation and Bylaws (instead of the Vaso amended and restated certificate of incorporation and the Vaso bylaws)). Following the Business Combination, former Vaso stockholders may have different rights as New Vaso stockholders than they had as Vaso stockholders.

Please see the section entitled “Description of Vaso’s, Achari’s, and New Vaso’s Securities — Comparison of the Rights of Holders of Vaso Stock and Company Stock after the Business Combination.”

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Achari Stockholders’ Meeting

Achari intends to hold a meeting of its stockholders (the “Achari Stockholders’ Meeting”) to authorize and approve:

(i)     (a) the Business Combination Agreement and the ancillary agreements contemplated thereby and the transactions contemplated by such agreements and (b) the issuance of SPAC Shares or SPAC New Shares, including any shares of Class A Common Stock to be issued in connection with the Transactions, as may be required under Nasdaq’s listing requirements (the “Achari Business Combination Proposal”);

(ii)    amendments to Achari’s Fifth Amended and Restated Certificate of Incorporation, substantially in the form attached to this proxy statement as Annex B and the Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex C, in connection with the Business Combination in order to, among other matters consider and vote upon an amendment to (1) to change the post-Business Combination corporate name from “Achari Ventures Holdings Corp. I” to “Vaso Holding Corporation” and remove various provisions of the Current Charter applicable only to a blank check company, that will no longer be applicable upon consummation of the Business Combination, (2) to consider and vote upon an amendment to reclassify all of the outstanding shares of Achari’s common stock, including the creation of Class A Common Stock and Class B Common Stock, and (3) to consider and vote upon an amendment to authorize the issuance of 1,000,000 shares of Achari preferred stock (the “Achari Charter Amendment Proposals”);

(iii)   the 2024 Equity Incentive Plan, substantially in the form attached to this proxy statement as Annex D, including the authorization of the initial share reserve under the 2024 Equity Incentive Plan (the “Achari 2024 Equity Incentive Plan Proposal”);

(iv)   the issuance of shares constituting more than 20% of the issued and outstanding common stock of Achari pursuant to the terms of the Business Combination Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d) (the “Achari Nasdaq 20% Proposal”);

(v)    the election of Joshua Markowitz, David Lieberman, Jun Ma, Jane Moen, Edgar Rios, Behnam Movaseghi, Leon Dembo and [independent director nominee to be named] and [independent director nominee to be named] to serve as directors on New Vaso’s board of directors until the next annual meeting of stockholders or until their successors are elected and qualified (the “Achari 2024 Director Election Proposal”); and

(vi)   the adjournment of the special meeting, if necessary or advisable, in the event Achari does not receive the requisite stockholder vote to approve one or more proposals presented to stockholders for vote. (the “Achari Adjournment Proposal” and together with the Achari proposals in (i) through (v) above, the “Achari Proposals”)

If proposals (i) through (v) above are not approved at the Achari Stockholders’ Meeting, the Business Combination cannot occur regardless of the outcome of the vote on the Proposals at the Vaso Stockholders’ Meeting.

Approval of the Achari 2024 Equity Incentive Plan Proposal, the Achari Nasdaq 20% Proposal and the Achari Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding shares of Achari’s common stock present or represented by proxy and entitled to vote at the Achari Stockholders’ Meeting, or any adjournment thereof.

The approval of the Achari Business Combination Proposal and the Achari Charter Amendment Proposals requires the affirmative vote of the holders of a sixty-five percent of all then issued and outstanding shares of Achari common stock entitled to vote thereon at the special meeting.

The Achari Director Election Proposal is decided by a plurality of the votes cast by the stockholders present or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Achari Stockholders may not cumulate their votes with respect to the election of directors.

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As of            , 2024, the Sponsor and certain members of the Sponsor owned of record an aggregate of 2,500,000 Founder Shares, representing 81.9% of the issued and outstanding Achari Shares. Pursuant to the Insider Letter, the Sponsor and certain members of the Sponsor have agreed to vote their shares of common stock (including the Founder Shares) in favor of the proposals (i) through (vi) above.

Risk Factors

In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 44. A summary of those risks includes:

Risks Related to the Business Combination

The percentage ownership of New Vaso after the Business Combination by the current Vaso stockholders will not be known until the Redemptions are complete.

New Vaso’s ability to be successful following the Business Combination will depend upon the efforts of the members of the New Vaso Board and Vaso’s key personnel and the loss of such persons could negatively impact the operations and profitability of New Vaso’s business following the Business Combination.

New Vaso will be a holding company, and its only material asset after completion of the Business Combination will be its interest in Vaso. Accordingly, it depends upon distributions made by its subsidiaries to pay taxes and pay dividends.

Vaso’s officers and directors may be argued to have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether the Business Combination is appropriate for Vaso.

Achari is, and New Vaso will be, an “emerging growth company,” and New Vaso cannot be certain that the reduced disclosure requirements applicable to “emerging growth companies” will not make its common stock less attractive to investors.

As a “smaller reporting company” New Vaso would be permitted to provide less disclosure than larger public companies which may make its common stock less attractive to investors.

Vaso depends upon its executive officers and directors and their departure could adversely affect Vaso’s ability to operate and to consummate the initial business combination.    Additionally, Vaso’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Vaso’s ability to complete the initial business combination.

Achari has been notified by Nasdaq that it is not in compliance with certain standards which Nasdaq requires listed companies meet for their respective securities to continue to be listed and traded on its exchange. If Achari is unable to regain compliance with such continued listing requirements, Nasdaq may choose to delist its securities from its exchange or may subject Achari to additional restrictions, which may adversely affect the liquidity and trading price of its securities.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of New Vaso’s results if the Business Combination is completed.

If the conditions to the Closing under Business Combination Agreement are not met, the Business Combination may not be consummated.

If Vaso fails to approve the Business Combination Proposal at the Vaso Stockholders’ Meeting, it will owe Achari a termination fee of $5.28 million.

Each of Achari and Vaso may waive one or more of the conditions to the Business Combination.

There are risks to Achari stockholders who are not affiliates of the Sponsor becoming stockholders of Vaso through the Business Combination rather than acquiring securities of Vaso directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

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The exercise of each of Vaso’s Achari’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interest of the stockholders of the respective companies.

The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

If the Business Combination benefits do not meet the expectation of investors or securities analysts, the market price of New Vaso’s securities may decline.

The dual class structure of our Common Stock after the Business Combination will have the effect of concentrating voting control with the holders of our Class B Common Stock; this will limit or preclude your ability to influence corporate matters.

Delaware law, the Amended and Restated Certificate of Incorporation and the Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

New Vaso’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause New Vaso to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, former holders of Vaso common stock receiving Achari common stock in connection with the Business Combination may incur greater U.S. federal income tax liability as a result of the Business Combination.

Risks Related to Achari

Since the Sponsor will lose its entire investment in Achari 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.

Delays in the government budget process or a government shutdown may materially adversely affect Achari’s ability to complete a Business Combination or the operations of the New Vaso following a Business Combination.

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

If Achari is deemed to be an investment company for purposes of the Investment Company Act, it would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, it may abandon its efforts to consummate a Business Combination and liquidate the company. To mitigate the risk of that result, Achari has instructed the trustee to liquidate the securities held in the Trust Account prior to the 24-month anniversary of its IPO Registration Statement (as defined below) and instead to hold the funds in its Trust Account in cash or an interest-bearing bank deposit account at a national bank. As a result, it may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.

If third parties bring claims against Achari, 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 the Trust Account upon the consummation of our IPO).

Achari has not obtained a fairness opinion, and consequently, Achari’s stockholders may have no assurance from an independent source that the price we are paying for the Vaso business is fair to Achari from a financial point of view.

Past performance by Achari’s management team or Achari’s advisors may not be indicative of future performance of an investment in New Vaso.

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Risks Related to Vaso

We currently derive a significant amount of our revenue and operating income from our agreement with GEHC.

Maintaining profitable operations depends on several factors

We compete with companies that have longer operating histories, more established products and greater resources than we do in the face of limited hospital capital budgets and alternative products.

We compete with companies that with products that may develop products which outperform our own, rendering our products obsolete or non-competitive.

We depend on management and other key personnel.

We may not continue to receive necessary clearances or approvals from the US FDA or foreign authorities for our medical devices, which could hinder our ability to market and sell certain products in the relevant markets.

After clearance or approval of our products, we are subject to continuing regulation by the FDA, and if we fail to comply with FDA regulations, our business could suffer.

If we or our suppliers fail to comply with the FDA’s Quality System Regulation, some of our operations could be halted, and our business would suffer.

If we are unable to comply with applicable governmental regulations, we may not be able to continue certain of our operations.

We have foreign operations and are subject to the associated risks of doing business in foreign countries.

Federal regulatory reforms may adversely affect our ability to sell our products profitably.

We depend on several suppliers for the supply of certain products.

The impact of pandemic, geopolitical and climate risk on our markets and financial condition is difficult to predict and manage.

We may not have adequate intellectual property protection.

The loss or violation of certain of our patents and trademarks could have a material adverse effect upon our business.

The on-going COVID-19 pandemic and other global events (such as Russia’s invasion of Ukraine and the war in the Middle East) and the corresponding impact on businesses and debt and equity markets could have a material adverse effect on our search for a Business Combination and any target business with which we ultimately consummate a Business Combination.

Our growth could suffer if the markets into which we sell products decline, do not grow as anticipated or experience cyclicality.

Technological change is difficult to predict and to manage.

We are subject to product liability claims and associated legal expenses and product recalls that may not be covered by insurance.

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Risks Related to New Vaso’s Securities

The application of the “penny stock” rules could adversely affect the market price of the New Vaso common stock and increase your transaction costs to sell those shares.

New Vaso’s Class A Common Stock will be subject to price volatility.

Substantial future sales of shares of New Vaso’s Class A Common Stock, or the perception in the public markets that these sales may occur, may depress our stock price.

We do not intend to pay dividends on New Vaso Class A Common Stock in the foreseeable future.

The proposed Business Combination may not, if consummated, have the intended benefits.

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QUESTIONS AND ANSWERS

Q.     Why am I receiving this proxy statement?

A.     You are receiving this proxy statement in connection with the Vaso Stockholders’ Meeting. Vaso is holding the Vaso Stockholders’ Meeting so its stockholders may consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Vaso’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Agreement provides that, among other things, Achari’s wholly-owned subsidiary, Merger Sub, will merge with and into Vaso, with Vaso continuing as the surviving entity and becoming a subsidiary of New Vaso. Stockholder approval of the Business Combination Agreement and the transactions contemplated thereby is required by the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A and Vaso encourages its stockholders to read it in its entirety. See the section entitled “Proposal 1: The Business Combination Proposal.”

Vaso’s stockholders are also being asked to consider and vote upon the Director Election Proposal to approve the election of Jun Ma and David Lieberman to serve as the two directors in Class III, to hold office until the 2026 annual meeting of stockholders. See the section entitled “Proposal 2: The Director Election Proposal”.

Vaso’s stockholders are also being asked to consider and vote upon the Ratification Proposal to approve the appointment of UHY LLP as Vaso’s independent registered public accounting firm to audit its financial statements for the fiscal year ending December 31, 2023. See the section entitled “Proposal 3: The Ratification Proposal.”

Vaso’s stockholders are also being asked to consider and vote upon the Adjournment Proposal to adjourn the Stockholders’ Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by the chair of the meeting that more time is necessary or appropriate to approve one or more Proposals at the Stockholders’ Meeting. See the section entitled “Proposal 4: The Adjournment Proposal.”

The presence, in person or by proxy, of Vaso stockholders representing not less than 50% of the shares of common stock issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Stockholders’ Meeting will constitute a quorum for the Stockholders’ Meeting. As of the Record Date,            shares of our common stock would be required to achieve a quorum.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q.     What is being voted on at the Vaso Stockholders’ Meeting?

A.     At the Vaso Stockholders’ Meeting, the stockholders of Vaso are being asked to vote on the following Proposals:

        The Business Combination Proposal;

        The Director Election Proposal;

        The Ratification Proposal;

        The Adjournment Proposal, if presented; and

        Any other matters that properly come before the Vaso Stockholders’ Meeting.

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Q.     Are the Proposals conditioned on one another?

A.     None of the Proposals are conditioned on another Proposal. If the Business Combination Proposal, the Director Election Proposal and the Ratification Proposal are approved, the chair of the Vaso Stockholders’ Meeting will not proceed with the Adjournment Proposal.

Q.     How will my rights as a stockholder change as a result of the Business Combination?

A.     If the Business Combination occurs, you will exchange your shares of Vaso common stock for shares of New Vaso Class A Common Stock. Simultaneous with the Business Combination, Achari will file the Amended and Restated Certificate of Incorporation and Bylaws, which will govern your rights in New Vaso. The Amended and Restated Charter, which will be effective as of the Closing and will provide for the following: (1) to change the post-Business Combination corporate name from “Achari Ventures Holdings Corp. I” to “Vaso Holding Corporation” and remove various provisions of the Current Charter applicable only to a blank check company, that will no longer be applicable upon consummation of the Business Combination, (2) the reclassification of the outstanding shares of Achari’s common stock, and (3) the authorization of 1,000,000 shares of Achari preferred stock. For a summary of the differences between the Vaso Certification of Incorporation and the Amended and Restated Certificate of Incorporation, see the sections entitled “Proposal 2: The Charter Amendment Proposals.

Q.     What are the U.S. federal income tax consequences to me as a result of the Business Combination?

A.     Subject to the qualifications and assumptions described in this proxy statement, the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, you will not have a sale, taxable exchange or taxable redemption of such shares, and you will recognize no taxable gain or loss as a result of the consummation of the Business Combination. Please see the section entitled “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Business Combination.

Q.     Why is Vaso proposing the Business Combination?

A.     Vaso is proposing the Business Combination a means of uplisting to a national securities exchange. By uplisting to Nasdaq, Vaso believes that it can increase its shareholder base, attract more institutional investors and obtain a more accurate valuation of the company. Additionally, the Business Combination can serve as method, depending on the size of the Redemptions, to effectively raise funds.

Q.     What will happen in the Business Combination?

A.     In the Business Combination, Merger Sub will merge with and into Vaso with Vaso continuing as the surviving entity and a subsidiary of New Vaso. Upon the completion of the Business Combination, each issued and outstanding share of common stock of Achari will become a share of common stock of New Vaso, and each issued and outstanding warrant to purchase three-quarters of one share of common stock of Achari will become a warrant to purchase an equal number of shares of common stock of New Vaso.

Q.     What is the form of consideration that stockholders of Vaso will receive in return for the acquisition of Vaso by Achari?

A.     In connection with the completion of the Business Combination, stockholders of Vaso will collectively receive as consideration for their existing shares of Vaso common shares of New Vaso Class A Common Stock pursuant to the Business Combination Agreement.

Based on the assumptions set forth under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” the total number of post-Merger shares of common stock issuable to the Vaso stockholders will be approximately 17,600,000, entitling such holders collectively to exchange Vaso securities for approximately 93.1% of New Vaso Common Stock in the aggregate (assuming no redemptions).

Each share of New Vaso Common Stock will provide the holder thereof the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other stockholder rights with respect to New Vaso.

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Q.     How much consideration will the holders of securities of Vaso receive in connection with the acquisition of Vaso by Achari?

A.     The Vaso stockholders will receive consideration from Achari at the Closing that will have an aggregate value equal to $176,000,000 (the “Merger Consideration”). The Business Combination Consideration will be payable, solely in new shares of Achari Class A Common Stock, with each share of Achari Class A Common Stock valued at $10.00 per share.

See the section entitled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Merger Consideration.”

Q.     What equity stake will current Achari stockholders and Vaso stockholders hold in New Vaso immediately after the completion of the Business Combination?

A:     As of the date of this proxy statement, there are issued and outstanding (i) 3,050,941 shares of Achari, comprised of 550,941 shares held by Public Stockholders and 2,500,000 Founder Shares (to be reduced to 750,000 Founder Shares upon the completion of the Business Combination), (ii) 10,000,000 Public Warrants, and (iii) 7,133,333 Private Placement Warrants (to be reduced to 1,000,000 Private Placement Warrants at the time of the completion of the Business Combination). Each whole Public Warrant and each whole Private Placement Warrant entitles the holder thereof to purchase three quarters of one share of Achari for $11.50 per share and, following the completion of the Business Combination, will entitle the holder thereof to purchase three quarters of one share of Common Stock; provided, however, that, in each case, the warrants may be exercised only for a whole number of shares. In connection with the completion of the Business Combination, each then-issued and outstanding share of Achari common stock will be exchanged for a share of Class A Common Stock, on a one-for-one basis. In addition, as of January 2, 2024, there is approximately $6,050,607 in the Trust Account.

Issued and Outstanding Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of Class A Common Stock following the completion of the Business Combination based on the varying levels of Redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on April 2, 2024, (ii) 17,600,000 shares of Class A Common Stock are issued to stockholders of Vaso in a no Redemption scenario, a 20% Redemption scenario, a 40% Redemption scenario, a 60% Redemption scenario, an 80% Redemption scenario and a 100% Redemption scenario, and (iii) pursuant to the Business Combination Agreement, at Closing, all Vaso Restricted Share Awards, to the extent they are outstanding immediately prior to Closing, will automatically vest in full and be converted into the right to receive a number of Class A Common Shares as set forth on the Allocation Schedule.

Based on these assumptions, and assuming that no outstanding shares of Achari are redeemed in connection with the Business Combination, there would be approximately 18,900,941 shares of Class A Common Stock outstanding, or 27,150,941 on a fully-diluted basis, immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Vaso will be different.

The scenarios depicted below are for illustrative purposes only, as the actual number of Redemptions by the Public Stockholders is not able to be known prior to prior to _____ p.m., Eastern Time on _____, 2024, deadline for redemptions.

 

No
Redemptions(1)(2)

 

%

 

20%
Redemptions(1)(3)

 

%

 

40%
Redemptions(1)(4)

 

%

 

60%
Redemptions(1)(5)

 

%

 

80%
Redemptions(1)(6)

 

%

 

100%
Redemptions(1)(7)

 

%

Vaso
stockholders

 

17,600,000

 

93.1

%

 

17,600,000

 

93.7

%

 

17,600,000

 

94.2

%

 

17,600,000

 

94.8

%

 

17,600,000

 

95.3

%

 

17,600,000

 

95.9

%

Achari Public Stockholders

 

550,941

 

2.9

%

 

440,753

 

2.3

%

 

330,565

 

1.8

%

 

220,376

 

1.2

%

 

110,188

 

0.6

%

 

 

0.0

%

Sponsor Founder Shares(8)

 

750,000

 

4.0

%

 

750,000

 

4.0

%

 

750,000

 

4.0

%

 

750,000

 

4.0

%

 

750,000

 

4.19

%

 

750,000

 

4.19

%

Total Shares of Common Stock

 

18,900,941

 

100

%

 

18,790,753

 

100

%

 

18,680,565

 

100

%

 

18,570,376

 

100

%

 

18,460,188

 

100

%

 

18,350,000

 

100

%

____________

(1)      Represents ownership based on assumed actual shares issued and outstanding at the Closing and assumes all 1,000,000 Sponsor Private Placement Warrants are exercised. All percentages will be diluted if any Public Warrants are exercised.

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Notwithstanding the number of Redemptions, the deferred underwriting commissions of $3,500,000 in connection with the IPO will remain constant and be released to the underwriters only upon completion of the Business Combination. Achari anticipates that there will be approximately $6,194,100 in the Trust Account as of April 2, 2024. Accordingly, assuming that the Business Combination occurs on April 2, 2024, the deferred underwriting commissions will equal 57% of the cash remaining in the Trust Account if there are no Redemptions, 71% if there are 20% Redemptions, 94% if there are 40% Redemptions, 141% if there are 60% Redemptions, 283% if there are 80% Redemptions and an incalculable percentage if there are 100% Redemptions.

(2)      Assumes that no shares of Achari held by Public Stockholders are redeemed.

(3)      Assumes that 110,188 shares of Achari held by Public Stockholders are redeemed.

(4)      Assumes that 220,376 shares of Achari held by Public Stockholders are redeemed.

(5)      Assumes that 330,565 shares of Achari held by Public Stockholders are redeemed.

(6)      Assumes that 440,753 shares of Achari held by Public Stockholders are redeemed.

(7)      Assumes that all shares of Achari held by Public Stockholders are redeemed.

(8)      Represents the reduction of Founder Shares from 2,500,000 Founder Shares as of the date hereof to 750,000 Founder Shares as of the completion of the Business Combination and assumes that the Founder Shares are not further reduced pursuant to the Put Option Agreement.

(9)      Represents Founder Shares held by the Sponsor. Mr. Desai is the managing member of 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 Founder Shares. Other than as set forth herein, no affiliates of the Sponsor own equity of Achari.

For additional information regarding assumptions incorporated into the information presented above, see the sections titled “Frequently Used Terms — Share Calculations and Ownership Percentages”, “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Merger Consideration”. For additional information regarding beneficial ownership, see the section titled “Beneficial Ownership of Securities”.

The voting percentages set forth above were calculated based on the assumptions set forth above and do not take into account (i) Public Warrants and Private Placement Warrants that will remain outstanding immediately following the completion of the Business Combination and may be exercised thereafter, and (ii) the issuance of any shares upon completion of the Business Combination under the 2024 Equity Incentive Plan, but do include the Founder Shares, which, upon the completion of the Business Combination, will convert into shares of Class A Common Stock under the terms of the Business Combination. For more information, please see the sections entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”, “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Merger Consideration”.

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 17,133,333 warrants, each to acquire three quarters of one share of Achari, which are comprised of 10,000,000 Public Warrants and 7,133,333 Private Placement Warrants (to be reduced to 1,000,000 Private Placement Warrants at the time of the completion of the Business Combination). Following the Closing, each of these warrants will entitle the holder thereof to purchase three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement; provided, however, that the warrants may be exercised only for a whole number of shares. If we assume that each outstanding warrant is exercised and three quarters of one share of Class A Common Stock is issued as a result of such exercise, with payment to Achari of the exercise price of $11.50 per share, in cash, the fully-diluted share capital of Achari would increase by a total of 8,250,000 shares, with approximately $94,975,000 paid to Achari to exercise the warrants.

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Fully-Diluted Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of Common Stock of Achari following the completion of the Business Combination based on varying levels of Redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on April 2, 2024, (ii) 17,600,000 shares of Class A Common Stock are issued to Vaso stockholders in a no Redemption scenario, a 20% Redemption scenario, a 40% Redemption scenario, a 60% Redemption scenario, an 80% Redemption scenario and a 100% Redemption scenario, and (iii) the price of the shares of Class A Common Stock reaches $11.50. The following table includes the Public Warrants and Private Placement Warrants, which will be exercisable for 8,250,000 shares of Class A Common Stock following the consummation of the Business Combination.

 

No
Redemptions(1)
Ownership
in shares

 

Equity
%

 

20%
Redemptions(2)
Ownership
in shares

 

Equity
%

 

40%
Redemptions(3)
Ownership
in shares

 

Equity
%

 

60%
Redemptions(4)
Ownership
in shares

 

Equity
%

 

80%
Redemptions(5)
Ownership
in shares

 

Equity
%

 

100%
Redemptions(6) 
Ownership
in Shares

 

Equity
%

Vaso Public
Stockholders

 

17,600,000

 

64.8

%

 

17,600,000

 

65.1

%

 

17,600,000

 

65.4

%

 

17,600,000

 

65.6

%

 

17,600,000

 

65.9

%

 

17,600,000

 

66.2

%

Achari Public
Stockholders

 

550,941

 

2.0

%

 

440,753

 

1.6

%

 

330,565

 

1.2

%

 

220,376

 

0.8

%

 

110,188

 

0.4

%

 

 

0.0

%

Sponsor
Founder Shares
(7)

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

Public Warrants

 

7,500,000

 

27.6

%

 

7,500,000

 

27.7

%

 

7,500,000

 

27.8

%

 

7,500,000

 

28.0

%

 

7,500,000

 

28.1

%

 

7,500,000

 

28.2

%

Private Placement
Warrants
(8)

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

 

750,000

 

2.8

%

Total Shares of
Common Stock

 

27,150,941

 

100

%

 

27,040,753