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

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SCHEDULE 14A

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

Check the appropriate box:

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):

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

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.”

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

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.

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.”

, 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.

TABLE OF CONTENTS

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.

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.

“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.

“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.

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.

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.

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.

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.

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.

____________

(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”.

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.

____________

(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.

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.

Q.     Will New Vaso have an equity incentive plan in effect following the Business Combination?

A.     Yes. One of the proposals that the Achari stockholders have been presented with is for the approval of the 2024 Equity Inventive Plan (a copy of which is attached hereto as Annex D). Assuming that the 2024 Equity Incentive Plan is properly approved and adopted by the Achari stockholders, it will be in effect at the time of the Business Combination. The purpose of the 2024 Equity Incentive Plan is to enable New Vaso to offer eligible employees, directors and consultants’ cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and New Vaso’s stockholders.

Q.     Was a third-party fairness opinion obtained in determining whether or not to proceed with the Business Combination?

A.     Yes. The Vaso Board obtained a fairness opinion from River Corporate Advisors LLC, which Fairness Opinion stated that, subject to the various assumptions, qualifications and limitations set forth therein, the “Sponsor Consideration” (as defined therein) to be paid by Vaso pursuant to the terms of the Business Combination Agreement is fair, from a financial point of view, to Vaso. Further, Achari has the right to terminate the Business Combination Agreement if the Fairness Opinion is withdrawn, revoked or modified after the date of the Business Combination Agreement.. For a description of the opinion issued by River Corporate Advisors to the Vaso Board, please see “Proposal 1: The Business Combination Proposal — Opinion of River Corporate Advisors.”

Q.     What happens to the funds deposited in the Trust Account after completion of the Business Combination?

A.     After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise Redemption Rights and, after paying the Redemptions, a portion will be used to pay, as well as to pay transaction expenses incurred in connection with the Business Combination, including deferred IPO underwriting fees to Achari’s underwriters and for working capital of New Vaso and its subsidiaries and general corporate purposes of New Vaso and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of New Vaso and its subsidiaries. As of January 2, 2024, there were cash and marketable securities held in the Trust Account of approximately $6,050,607. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if Achari is unable to complete a Business Combination by July 19, 2024, assuming Achari exercises its Fifth CoI Monthly Extension Options (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any franchise or income taxes and up to $100,000 in liquidation expenses). If Achari does not complete a business combination by July 19, 2024 (assuming Achari exercises its Fifth CoI Monthly Extension Options), Achari will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Stockholders unless Achari submits, and its stockholders approve, an extension.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite stockholder approvals contemplated by this proxy statement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be completed in the first half of 2024. This timing depends, among other things, on the approval of the Business Combination Proposal to be presented at the Vaso Stockholders’ Meeting and the approval of the Achari Proposals to be presented at the Achari Stockholders’ Meeting.

Q.     Will Achari enter into any financing arrangements in connection with the Business Combination?

A.     No, Achari does not currently expect to enter into any financing arrangements in connection with the Business Combination. Achari may, but is not required to, enter into agreements with investors relating to a private investment in Achari.

Q.     Why is Vaso proposing the Director Election Proposal?

A.     This special meeting is serving as Vaso’s annual meeting of stockholders. Under the Restated Certificate of Incorporation of Vaso, the terms of our Class III directors will terminate at the next annual meeting. Vaso’s Certificate of Incorporation, the Vaso board has three classes of directors, Class I, whose term will expire in 2024 currently consisting of Mr. Markowitz and Mr. Rios; Class II, whose term will expire in 2025 currently consisting of Mr. Movaseghi and Ms. Moen; and Class III, whose term will expire 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. As such Vaso is proposing the Director Election Proposal to nominate Dr. Ma and Mr. Lieberman for re-election as Class III directors, to serve until the 2026 annual meeting of shareholders or their earlier dismissal or withdrawal. If the Business Combination is consummated, it is anticipated that most or all of the Board of Directors of Vaso will withdraw as directors as Vaso will then be a wholly-owned subsidiary of New Vaso. If the Business Combination is not consummated, the election of these directors will ensure that Vaso retains three classes of duly appointed directors.

Q.     Why is Vaso proposing the Ratification Proposal?

A.     Vaso’s Audit Committee has recommended the ratification of UHY LLP as Vaso’s independent registered public accounting firm to audit Vaso’s financial statements for the fiscal year ending December 31, 2023. Stockholder ratification of the selection of our independent registered public accounting firm is a matter of good corporate practice. In the event that this selection is not ratified by the affirmative vote of a majority of voting power of the shares in person or by proxy at the meeting and entitled to vote on the subject matter, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Vaso and our stockholders.

Q.     Why is Vaso proposing the Adjournment Proposal?

A.     Vaso is proposing the Adjournment Proposal to allow the adjournment of the Vaso Stockholders’ 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 of the meeting that more time is necessary or appropriate to approve one or more Proposals at the Vaso Stockholders’ Meeting.

Q.     What happens if I sell my shares of Vaso common stock before the Vaso Stockholders’ Meeting?

A.     The Record Date for the Vaso Stockholders’ Meeting is            , 2024, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of Vaso common stock after the Record Date, but before the Vaso Stockholders’ Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Vaso Stockholders’ Meeting. If you transfer your shares of Vaso common stock before the Record Date, you will have no right to vote those shares at the Vaso Stockholders’ Meeting.

Q.     When and where will the Vaso Stockholders’ Meeting be held?

A.     The Vaso Stockholders’ Meeting will be held at            Eastern Time, on            , 2024. Only stockholders who held shares of common stock of Vaso at the close of business on            , 2024, the Record Date, will be entitled to attend and vote at the Vaso Stockholders’ Meeting and at any adjournments and postponements thereof. You will be able to attend, vote your shares, and submit questions during the meeting which 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, 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.

Q.     Who is entitled to vote at the Vaso Stockholders’ Meeting?

A.     Vaso has fixed            , 2024 as the Record Date. If you were a stockholder of Vaso at the close of business on the Record Date, you are entitled to vote on matters that come before the Vaso Stockholders’ Meeting. However, a stockholder may only vote his, her or its shares if he, she or it is present in person at the meeting or is represented by proxy at the Vaso Stockholders’ Meeting.

Q:     How do I attend the meeting?

A:     The Vaso Stockholders’ Meeting will 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.

Q.     How do I vote?

A.     You can vote in several ways:

•        by attending the meeting in Florida or New York in person;

•        by completing, signing and returning the enclosed proxy card;

•        by the internet at www.proxyvote.com, or;

•        by phone at 1-800-690-6903.

Voting by Proxy

For stockholders whose shares are registered in their own names, as an alternative to voting in person at the Vaso Stockholders’ 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 Vaso Stockholders’ 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.

Voting at the Meeting

If your shares are registered in your own name, you have the right to vote in person at the Vaso Stockholders’ Meeting by using the ballot provided at the Vaso Stockholders’ Meeting, or if you requested and received printed copies of the proxy materials by mail, you can complete, sign and date the proxy card enclosed with the proxy materials you received and submit it at the Vaso Stockholders’ Meeting. If you hold shares through a bank or brokerage firm and wish to be able to vote in person at the Vaso Stockholders’ Meeting, you must obtain a “legal proxy” from your brokerage firm, bank or other holder of record and present it to the inspector of elections with your ballot at the Vaso Stockholders’ Meeting. Even if you plan to attend the Vaso Stockholders’ Meeting, we recommend that you submit your proxy or voting instructions in advance of the meeting as described above so that your vote will be counted if you later decide not to attend the Vaso Stockholders’ Meeting. Submitting your proxy or voting instructions in advance of the meeting will not affect your right to vote in person should you decide to attend the Vaso Stockholders’ Meeting.

Q.     What if I do not vote my Vaso Shares or if I abstain from voting?

A.     For purposes of the Vaso Stockholders’ Meeting, an abstention occurs when a stockholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

For Vaso stockholders that attend the Vaso Stockholders’ Meeting and fail to vote on any of Proposals, your failure to vote will have no effect on the vote count for all Proposals. For Vaso stockholders that that attend the Vaso Stockholders’ Meeting and respond to any of the Proposals with an “abstain” vote, your “abstain” vote will have the same effect as a vote “AGAINST” the Ratification Proposal but will have no effect on any of the other Proposals.

Q.     How does the Vaso Board recommend that I vote on the Proposals?

A.     The Vaso Board unanimously recommends that the stockholders of Vaso entitled to vote on the Proposals, vote as follows:

•        “FOR” approval of the Business Combination Proposal;

•        “FOR” approval of the Director Election Proposal;

•        “FOR” approval of the Ratification Proposal; and

•        “FOR” approval of the Adjournment Proposal, if presented;

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 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.”

Q.     How many votes do I have?

A.     Vaso stockholders have one vote per share of common stock of Vaso held by them on the Record Date for the Vaso Stockholders’ Meeting.

Q.     How will Vaso’s officers and directors vote in connection with the Vaso Proposals?

A.     As of the Record Date, Vaso’s officers and directors owned of record an aggregate of 78,045,555 Vaso common stock, representing 44.56% of the issued and outstanding Vaso Shares. Pursuant to the Support Agreement, Vaso’s officers and directors have agreed to vote their shares of common stock in favor of the Vaso Proposals. Any subsequent purchases of Vaso shares of common stock prior to the Record Date by Vaso’s officers and directors in the aftermarket will make it more likely that the Vaso Proposals will be approved as such shares would be voted in favor of the Vaso Proposals.

Q.     How will the Sponsor and Achari’s officers and directors vote in connection with the Achari Proposals?

A.     As of the Record Date, 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 Achari Proposals. The Sponsor, members of the Sponsor and Achari’s officers and directors, as of the Record Date, had not acquired any Achari shares of common stock during or after its IPO in the open market. However, any subsequent purchases of Achari shares of common stock prior to the Record Date by the Sponsor, certain members of the Sponsor or Achari’s officers and directors in the aftermarket will make it more likely that the Achari Proposals will be approved as such shares would be voted in favor of the Achari Proposals.

Q.     What interests do Vaso’s officers and directors and its financial advisors have in the Business Combination?

A.     In considering the recommendation of the Vaso Board to vote in favor of the Business Combination, you should be aware that, aside from their interests as stockholders, Vaso’s directors’ and officers’ interests in the Business Combination that are different from, or in addition to, those of Vaso’s other stockholders generally. Vaso’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Vaso stockholders that they approve the Business Combination. You should take these interests into account in deciding whether to approve the Business Combination. 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

•        that, upon consummation of the Business Combination, and subject to approval of the 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.

Q.     What agreements has the Sponsor entered into with Achari or will enter into with Achari that will affect their rights and obligations as a result of the Business Combination?

A.     The Sponsor and Achari have entered into (or have agreed to enter into) several agreements that will affect their respective rights and obligations upon the completion of the Business Combination, including a Sponsor Letter Agreement, a Lockup Agreement, a Put Option Agreement and an Amended and Restated Registration Rights Agreement.

Under the Sponsor Letter Agreement, the Sponsor shall (a) forfeit Achari Shares and private placement warrants so that it holds 750,000 Achari Shares and 1,000,000 private placement warrants immediately following the Business Combination, (b) agree to be bound by certain restrictions on transfer with respect to the Achari Shares it holds for a period of twelve months following the Business Combination, subject to certain specified exceptions, and (c) agree to amend and/or terminate certain provisions included a letter agreement, dated as of October 14, 2021, previously entered into by Sponsor.

Under the Lockup Agreement, the Sponsor shall be bound by certain “lock-up” provisions requiring that it will not transfer any Achari Shares that they will be issued in connection with the Business Combination for a period of twelve (12) months following the Closing, subject to customary exceptions.

Under the Put Option Agreement, the Sponsor has the right to put to New Vaso up to 750,000 shares of Class A Common Stock at a price of $8.00 per share, as may be adjusted pursuant to the terms of the agreement. Such right starts twelve months from the Business Combination and ends six months thereafter. The number of shares that are subject to the put shall be reduced in the event that Achari’s unpaid expenses at the time of the Business Combination exceed $2.25 million by one share for every $8.00 in excess of such amount, provided that such expenses shall not exceed $4.5 million. Among other matters, the Put Option Agreement also provide for New Vaso’s ability to call the shares subject to the Put Option Agreement and Sponsor’s ability to sell shares subject to the Put Option Agreement outside of the restrictions imposed by the Lock Up Agreement, each subject to certain market conditions.

Under the Amended and Restated Registration Rights Agreement, Achari has agreed to register with the SEC the resale of Company shares and Company shares underlying private placement warrants that are held by the Sponsor.

Subsequent to the Business Combination, if the Sponsor transfers Achari Shares held by it to certain persons (including the members of the Sponsor), the rights and obligations in the agreements discussed above may also transfer to such persons if they agree to be bound by such agreements.

Q:     What is the Company Support Agreement and how does it affect the approval of the Business Combination?

A:     In connection with the execution of the Business Combination Agreement, the Vaso security holders party to the Company Support Agreement executed and delivered to Achari and Vaso a Company Support Agreement. Under the Company Support Agreement, each such security holder agreed to, among other things, (i) vote at any meeting of the stockholders of Vaso or by written consent all of its Vaso common stock held of record or thereafter acquired in favor of the Business Combination and the adoption of the Business Combination Agreement; (ii) waive their respective appraisal rights with respect to such matters; and (iii) be bound by certain transfer restrictions with respect to Vaso securities, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement. As of December 6, 2023, the ownership interests of the Vaso security holders that are party to the Company Support Agreement collectively represent approximately 44% of the outstanding Vaso Shares.

SELECTED HISTORICAL FINANCIAL DATA OF ACHARI

The selected historical condensed income statement data for the quarter ended September 30, 2023 and the year ended December 31, 2022 and the selected historical condensed balance sheet data as of September 30, 2023 and December 31, 2022 have been derived from Achari’s financial statements included elsewhere in this proxy statement.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Achari” and Achari’s historical financial statements and accompanying footnotes, included elsewhere in this proxy statement.

Statements of Income Statement Data

Statements of Balance Sheet Data:

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial data presents the combination of the financial information of Achari and Vaso adjusted to give effect to the Business Combination and related transactions and is provided to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed combined financial statements are based on the Achari historical financial statements and the Vaso historical financial statements as adjusted to give effect to the Transactions. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated on September 30, 2023 (except for the redemptions which took place in connection with the special meeting, as discussed below). The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 and for the year ended December 31, 2022 gives effect to the Transactions as if they had occurred on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the New Vaso reflecting the Transactions.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the New Vaso. Achari and Vaso have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between these companies.

The unaudited pro forma condensed combined balance sheet as of September 30, 2023 has been prepared using, and should be read in conjunction with, the following:

•        Achari’s unaudited balance sheet as of September 30, 2023 and the related notes included elsewhere in this proxy statement; and

•        Vaso’s unaudited balance sheet as of September 30, 2023 and the related notes included elsewhere in this proxy statement.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 has been prepared using, and should be read in conjunction with, the following:

•        Achari’s unaudited statement of operations for the nine months ended September 30, 2023 and the related notes included elsewhere in this proxy statement; and

•        Vaso’s unaudited statement of operations for the nine months ended September 30, 2023 and the related notes included elsewhere in this proxy statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 has been prepared using, and should be read in conjunction with, the following:

•        Achari’s audited statement of operations for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement; and

•        Vaso’s audited statement of operations for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement.

Such unaudited pro forma financial information has been prepared on a basis consistent with the financial statements of Vaso. This information should be read together with Achari’s and Vaso’s financial statements and related notes thereto, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Achari,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vaso” and other financial information included elsewhere in this proxy statement, including the Business Combination Agreement and the descriptions of certain items thereof set forth in this proxy statement.

Description of the Business Combination

On December 6, 2023, Achari, Merger Sub, and Vaso entered into the Business Combination Agreement, pursuant to which the Merger Sub will merge with and into Vaso, with Vaso surviving as a wholly-owned subsidiary of Achari (the “Merger”). In connection with the Business Combination, Achari will change its name to Vaso Holding Corporation which will continue as the surviving public corporation after the Closing.

Redemption of Shares

On December 18, 2023, Achari held a special meeting, at which its stockholders voted to extend the date by which Achari must complete a business combination from January 19, 2024 to July 19, 2024. Holders of common shares of Achari had the right to have Achari redeem their respective shares for cash in an amount equal to the pro rata portion of cash and investments in the Trust Account, which had a balance of approximately $7.0 million as of the date of such special meeting. Stockholders holding 87,380 shares of common stock exercised their respective right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.0 million (approximately $10.91 per share) will be utilized from the Trust Account to pay such redeeming stockholders.

Accounting for the Business Combination

The Business Combination is expected to be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, Achari will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Vaso issuing stock for the net assets of Achari, accompanied by a recapitalization. The net assets of Achari will be stated at historical cost, with no goodwill or other intangible assets recorded. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the recapitalization.

This determination is primarily based on the fact that subsequent to the Business Combination, Vaso’s stockholders are expected to have a majority of the voting power of New Vaso, Vaso will comprise all of the ongoing operations of New Vaso, Vaso directors will be the governing body of New Vaso, and Vaso’s senior management will comprise all of the senior management of New Vaso. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Vaso issuing shares for the net assets of Achari, accompanied by a recapitalization. The net assets of Achari will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Vaso.

Basis of Pro Forma Presentation

The unaudited pro forma combined financial information included in this proxy statement/prospectus has been prepared using the assumptions below with respect to the potential redemption into cash of SPAC Shares:

•        Assuming No Redemptions (Scenario 1):    This presentation assumes that no Public Stockholders exercise their right to redeem their respective Public Shares for their respective pro rata share of the Trust Account, and thus, the full amount held in the Trust Account as of the Closing is available for the Business Combination; and

•        Assuming Maximum Redemptions (Scenario 2):    This presentation assumes that a maximum of 550,941 Public Shares issued and outstanding as of the Closing are redeemed at a redemption price of $10.75 per share as of September 30, 2023.

The following table illustrates estimated ownership levels in New Vaso, immediately following the consummation of the Business Combination, based on the two levels of redemptions by the Achari Public Stockholder:

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2023
(in thousands, except share and per share amounts)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2023 — (Continued)
(in thousands, except share and per share amounts)