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
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Filed by a Party other than the Registrant |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
VASO CORPORATION
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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 Lever House, 390 Park Avenue, Third Floor, New York, NY 10022 on August 26, 2024 beginning at 10:00 A.M. EDT. 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 (such amount of shares assumes that a reverse stock split (the “Reverse Stock Split”) of the outstanding shares of Achari common stock at a ratio in the range of 1-for-1 to 2-for-1, with the decision to effectuate such Reverse Stock Split and the ratio of such Reverse Stock Split to be determined at the discretion of the Achari Board does not occur; for further information with respect to the Reverse Stock Split and certain conditions precedent to the Reverse Stock Split occurring, see the Questions and Answers entitled “What is the Reverse Stock Split?” and “Why is Achari proposing the Achari Reverse Stock Split Proposal?”) 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 . In certain instances herein, we have assumed that the Reverse Stock Split does not occur because the Reverse Stock Split will only occur if the trading price of our common stock does not meet applicable price thresholds set by Nasdaq in connection with Nasdaq’s initial listing standards. As part of their initial listing standards, Nasdaq requires that the Class A Common Stock will have, among other things, a $4.00 per share minimum bid price upon the closing of the Business Combination. Such $4.00 per share minimum bid price takes into account the Exchange Ratio included in the Business Combination Agreement of 0.0998 and the pre-closing per share bid price of our common stock. With such an Exchange Ratio, the closing bid price of our common stock would need to exceed $0.40 per share prior to the closing of the Business Combination in order to satisfy Nasdaq’s initial listing standards. However, if the Reverse Stock Split were to occur, the Exchange Ratio would be proportionally adjusted to reflect such Reverse Stock Split, and the closing bid price of our common stock would need to exceed a lower price threshold per share prior to the closing of the Business Combination, for example $0.20 per share (in the event of a 1-for-2 Reverse Stock Split). The trading price of our common stock has been historically volatile having in recent years had a high market price in one year representing over 200% of its low market price in the same year. For example, the bid price for Vaso’s common stock on the OTCQX ranged (i) from a low of $0.04 to a high of $0.22 in 2022 and (ii) from a low of $0.16 to a high of $0.37 in 2023. Although the closing price of our common stock was $0.23 per share on July 11, 2024, we believe that the trading price of our common stock on the over-the-counter market does not currently reflect either the value to us of consummating the Business Combination or the value of our business itself. As a result of these factors, which we believe may influence the trading price of our common stock prior to the consummation of the Business Combination, and consequently the need to effect the Reverse Stock Split (which will only occur if the trading price of our common stock does not meet the applicable price thresholds set by Nasdaq prior to the closing of the Business Combination), we have assumed such Reverse Stock Split does not occur in certain presentations contained herein. Our belief that the trading price of Vaso’s common stock on the over-the-counter market does not currently reflect either the value to Vaso of consummating the Business Combination or the value of Vaso’s business itself may be misplaced. We cannot guarantee that the market price of our common stock will increase prior to the Business Combination or that the value of the Class A Common Stock after the Business Combination will increase or maintain its initial market price.
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. No shares of Class B Common Stock will be outstanding following the consummation of the Business Combination. However, at any point following the Effective Time, New Vaso may issue Class B Common Stock upon authorization from the New Vaso Board, without the need for further stockholder approval. If such shares of Class B Common Stock are issued in the future, the holders of Class B Common Stock, will collectively likely hold a substantial majority of the voting power of New Vaso’s outstanding capital stock, and may therefore be able to control matters submitted to our common stockholders for approval. Holders of Class B Common Stock may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their respective Achari securities as part of a sale of our company and might ultimately affect the market price of our Class A Common Stock. This concentrated control of common stock voting power may limit or preclude the ability of holders of New Vaso Class A Common Stock to influence certain corporate matters. See section entitled “Risk Factors — 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.”
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. However, at any point following the Effective Time, New Vaso may issue Class B Common Stock upon authorization from the New Vaso board, without the need for further stockholder approval. If such shares of Class B Common Stock are issued in the future, the holders of Class B Common Stock, will collectively likely hold a substantial majority of the voting power of our outstanding capital stock, and may therefore be able to control matters submitted to our common stockholders for approval. This concentrated control of common stock voting power may limit or preclude the ability of holders of the Class A Common Stock to influence certain corporate matters. We believe that it is important for New Vaso to have available for issuance shares of Class B Common Stock to provide necessary flexibility for future corporate needs. No Class B Common Stock or preferred stock will be outstanding upon completion of the Business Combination. However, such Class B Common Stock or preferred stock may be issued in the future, for example to investors in situations where we are not able to conduct a fundraising through the issuance of Class A Common Stock or in certain other circumstances. See section entitled “Risk Factors — 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.”
Pursuant to Achari’s Sixth 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, 2024 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 July 15, 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 60.
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.”
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Very truly yours, |
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/s/ Jun Ma |
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Jun Ma |
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Chief Executive Officer |
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Vaso Corporation |
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 AUGUST 26, 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 August 26, 2024, at the Lever House, 390 Park Avenue, Third Floor, New York, NY 10022. 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, 2024. 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 July 11, 2024, there were 175,380,963 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 July 15, 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 August 12, 2024.
Vaso has determined that the special meeting will be a meeting conducted in person at the Lever House, 390 Park Avenue, Third Floor, New York, NY 10022 at 10:00 A.M. EDT, 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 the Record 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 175,380,963 are issued and outstanding as of July 15, 2024, 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 July 15, 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.”
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By Order of the Board of Directors |
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/s/ Jun Ma |
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Jun Ma |
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Chief Executive Officer |
August 6, 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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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION |
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DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF ACHARI |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ACHARI |
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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 August 26, 2024, such stockholder must request the information no later than five business days prior to the date of the Vaso Stockholders’ Meeting, by August 21, 2024.
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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”, or “Current Charter” means Achari’s sixth amended and restated Certificate of Incorporation.
“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”, or “SPAC A&R CoI” means the proposed seventh 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 C.
“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 July 15, 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.
“SPAC A&R CoI” means Achari’s Seventh Amended and Restated Certificate of Incorporation, which shall have been filed with the Secretary of State of the State of Delaware at the Effective Time and which will amend and restate, in its entirety the Current Charter),
“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 redeemable warrant to purchase three-quarters of a SPAC Share, with each whole warrant entitling the holder thereof to purchase three-quarters of one SPAC Share for $11.50 per share; provided, however, that such warrants may be exercised only for a whole number of SPAC Shares.
“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.
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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 $3.6 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, which assumes that the Founder Shares are reduced to 750,000 at the consummation of the Business Combination (in accordance with the terms of the Business Combination) and that no Public Shares are redeemed.
5. The Redemption Price will be approximately $11.55 per share as of the consummation of the Business Combination.
6. The Reverse Stock Split does not occur. In certain instances herein, we have assumed that the Reverse Stock Split does not occur because the Reverse Stock Split will only occur if the trading price of Vaso’s common stock does not meet applicable price thresholds set by Nasdaq in connection with Nasdaq’s initial listing standards. As part of their initial listing standards, Nasdaq requires that our Class A Common Stock will have, among other things, a $4.00 per share minimum bid price upon the closing of the Business Combination. Such $4.00 per share minimum bid price takes into account the Exchange Ratio included in the Business Combination Agreement of 0.0998 and the pre-closing per share bid price of Vaso’s common stock. With such an Exchange Ratio, the closing bid price of Vaso’s common stock would need to exceed $0.40 per share prior to the closing of the Business Combination in order to satisfy Nasdaq’s initial listing standards. However, if the Reverse Stock Split were to occur, the Exchange Ratio would be proportionally adjusted to reflect such Reverse Stock Split, and the closing bid price of Vaso’s common stock would need to exceed a lower price threshold per share prior to the closing of the Business Combination, for example $0.20 per share (in the event of a 1-for-2 Reverse Stock Split). The trading price of Vaso’s common stock has been historically volatile having in recent years had a high market price in one year representing over 200% of its low market price in the same year. For example, the bid price for Vaso’s common stock on the OTCQX ranged (i) from a low of $0.04 to a high of $0.22 in 2022 and (ii) from a low of $0.16 to a high of $0.37 in 2023. At no point since the start of its 2022 fiscal year has the high bid price of Vaso’s common stock exceeded the price at which a Reverse Stock Split would not be required to meet the $4.00 per share minimum. Although the closing price of Vaso’ common stock was $0.23 per share on July 11, 2024, we believe that the trading price of Vaso’s common stock on the over-the-counter market does not currently reflect either the value to Vaso of consummating the Business Combination or the value of Vaso’s business itself. As a result of these factors, which we believe may influence the trading price of Vaso’s common stock prior to the consummation of the Business Combination, and consequently the need to effect the Reverse Stock Split (which will only occur if the trading price of Vaso’s common stock does not meet the applicable price thresholds set by Nasdaq prior to the closing of the Business Combination), we have assumed such Reverse Stock Split does not occur in certain presentations contained herein. Our belief that the trading price of Vaso’s common stock on the over-the-counter market does not currently reflect either the value to Vaso of consummating the Business Combination or the value of Vaso’s business itself may be misplaced. We cannot guarantee that the market price of our common stock will increase prior to the Business Combination or that the value of the Class A Common Stock after the Business Combination will increase or maintain its initial market price.
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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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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.
Offering Proceeds Held in Trust
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 October 19, 2024 (as such date may be extended) 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 October 19, 2024 (assuming Achari exercises each of its Sixth CoI Monthly Extension Options (as defined herein)), subject to applicable law.
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Until September 2023, the funds in the Trust Account had, since Achari’s IPO, been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company 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. In September 2023, Achari instructed the trustee to liquidate any securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination or our liquidation. For more information see the section entitled “Risk Factors — If Achari is deemed to be an investment company for purposes of the Investment Company Act, Achari would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, Achari may abandon its efforts to consummate an initial business combination and liquidate”.
Trading History
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”.
Trading in Achari’s securities is currently suspended on Nasdaq, and Achari’s Units, Public Shares and Public Warrants are therefore only eligible to trade at this time on the “pink” tier of the OTC Markets under the symbols “AVHIU”, “AVHI” and “AVHIW,” respectively. The trading suspension of Achari’s securities resulted from a delisting determination issued to Achari by Nasdaq related to the failure to consummate the Business Combination by the deadline of April 2, 2024 previously set forth by Nasdaq and compliance with: (i) Nasdaq’s $50 million minimum “Market Value of Listed Securities” requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A) and (ii) Nasdaq’s requirement to maintain a minimum of 400 total shareholders for continued listing set forth in Nasdaq Listing Rule 5450(a)(2). As a result, trading in Achari’s securities on Nasdaq was suspended effective with the open of the market on April 9, 2024. In response to the notice that a delisting determination had been made, Achari submitted an appeal to the Listing Council on April 19, 2024. On June 20, 2024, after review of certain supporting memorandum submitted on behalf of Achari and the Panel, the Listing Council affirmed the decision of the Panel. On July 25, 2024, the Company was notified that the Board of Directors of Nasdaq had declined to call the Listing Council’s decision for review. In order to complete the delisting process, the Company expects that Nasdaq will file a Form 25-NSE with the SEC, and the delisting will become effective ten days after such Form 25-NSE is filed. Although the Company expects that it will be notified by Nasdaq prior to the filing of such Form 25-NSE with the SEC, as well as prior to the release of a press release by Nasdaq announcing the delisting event, the Company is not at this time able to determine when such Form 25-NSE will be filed or when the delisting of the Company’s securities from Nasdaq will be complete. The Company will announce the receipt of any correspondence from Nasdaq regarding the anticipated delisting event and/or the filing of such Form 25-NSE promptly upon receipt by the Company (and in all circumstances prior to the date of the Stockholders’ Meeting) via the filing of a Current Report on Form 8-K.
Following the anticipated delisting of the Company’s securities by Nasdaq, Achari intends to proceed with its efforts to consummate the Business Combination. However, Nasdaq approval of Achari’s initial listing application with respect to the Business Combination is a condition to the closing of the Business Combination, and there can be no guarantee that Nasdaq will approve such initial listing application, which may delay, or ultimately prevent the consummation of the proposed Business Combination. For further information please see “Risk Factors — Trading in Achari’s securities is currently suspended on the Nasdaq exchange as a result of a delisting determination Achari received in connection with Achari’s failure to regain compliance with certain continued listing standards by April 2, 2024, which was the deadline Nasdaq had set for Achari to consummate the Business Combination or otherwise regain compliance with such standards. Achari appealed such delisting determination, however, on June 20, 2024, Achari was notified that the delisting determination was upheld. On July 25, 2024, Achari was notified that the Board of Directors of Nasdaq had declined to call the Listing Council’s decision for review. In order to complete the delisting process, Achari expects that Nasdaq will file a Form 25-NSE with the SEC, and the delisting will become effective ten days after such Form 25-NSE is filed. Although Achari expects that it will be notified by Nasdaq prior to the filing of such Form 25-NSE with the SEC, as well as prior to the release of a press release by Nasdaq announcing the delisting event, Achari is not at this time able to determine when such Form 25-NSE will be filed or when the delisting of Achari’s securities from Nasdaq will be complete. The delisting of Achari’s securities may delay, or ultimately prevent, the consummation of the Business Combination” and “Following the anticipated
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delisting of Achari’s securities from Nasdaq, Achari will become subject to the “penny stock” rules and Achari may be unable to consummate the Business Combination with Vaso in a timely manner, or at all.” At the closing of the Business Combination, Achari’s Units will separate into their component shares of the Common Stock and warrants so that the Units will no longer trade separately under “AVHIU”. Achari has applied for the continued listing of the Common Stock and warrants on Nasdaq under the ticker symbols “VASO” and “VASOW,” respectively.
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 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.
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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 the date hereof, Achari has exercised all of its Fifth CoI Monthly Extension Options.
On July 16, 2024, Achari held a special meeting of its stockholders (the “July 2024 Special Meeting”) at which Achari’s stockholders approved (i) a proposal to amend its Fifth Amended and Restated Certificate of Incorporation to revise its existing extension option to extend the period by which it must consummate a business combination, from the existing deadline of July 19, 2024, to October 19, 2024 (assuming Achari exercises each of the Sixth CoI Monthly Extension Options) and (ii) a proposal to amend its Third Amended and Restated Investment Management Trust Agreement, dated December 19, 2023, by and between the Trustee and Achari, to provide that the expiration date provided for therein may be extended, at Achari’s option, and on a monthly basis, pursuant to the exercise of Sixth CoI Monthly Extension Option(s), up to and until October 19, 2024; provided that, in order to exercise a single Sixth CoI Monthly Extension Option, it must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of our common stock included in the Units which were sold in our IPO and which remain outstanding on the date of such deposit. In connection with the stockholders’ vote at the July 2024 Special Meeting, Achari was advised that holders of 241,931 SPAC Shares exercised their respective right to redeem their respective SPAC Shares for cash at a price of $11.48 per share, resulting in an aggregate payment of $2,777,935.66 to such redeeming stockholders, which was subsequently withdrawn from the Trust Account to redeem such shares. As of the date hereof, Achari has exercised one of its Sixth CoI Monthly Extension Options. As of July 16, 2024 (and reflecting the withdrawal of funds in connection with the redemption of the shares previously described), the Trust Account had a balance of approximately $3,560,520.
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.
4
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 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.
5
Equity Ownership Upon Completion of the Business Combination
As of the date of this joint proxy statement/prospectus, there are issued and outstanding (i) 2,809,010 SPAC Shares, comprised of 309,010 SPAC 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 July 16, 2024, there was approximately $3,560,520 in the Trust Account.
Issued and Outstanding Ownership upon Closing
The following tables show share ownership following the Business Combination if (A) the Reverse Stock Split does not occur, (B) there is a 1.5-for-1 Reverse Stock Split and (C) there is a 2-for-1 Reverse Stock Split. The following tables also summarize 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 was consummated on July 31, 2024, (ii) 17,600,000 shares of Class A Common Stock were 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 restricted share awards granted by Vaso pursuant to (a) the Vasomedical, Inc. 2013 Stock Plan, (b) the Vasomedical, Inc. 2016 Stock Plan, (c) the Vaso Corporation 2019 Stock Plan, or (d) any other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Vaso or any of its direct or indirect subsidiaries of rights of any kind to receive equity interests of Vaso or any of its direct or indirect subsidiaries or benefits measured in whole or in part by reference to any such equity interests (each, a “Vaso Restricted Share Award”), which Vaso Restricted Share Awards, to the extent they are outstanding immediately prior to Closing, automatically vested in full and were converted into the right to receive a number of Class A Common Shares as set forth on the Allocation Schedule F. For further information with respect to the reasons for Achari proposing the Reverse Stock Split and certain conditions precedent to the Reverse Stock Split occurring, see the Questions and Answers entitled “What is the Reverse Stock Split?” and “Why is Achari proposing the Achari Reverse Stock Split Proposal?”.
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 5:00 p.m., Eastern Time on August 22, 2024 (the “Redemption Deadline”), and we do not anticipate that the ratio for the Reverse Stock Split will be decided prior to the Special Meeting.
(A) If there is no Reverse Stock Split:
|
No |
% |
20% |
% |
40% |
% |
60% |
% |
80% |
% |
100% |
% |
|||||||||||||||||||
|
Vaso stockholders |
17,600,000 |
94.3 |
% |
17,600,000 |
94.6 |
% |
17,600,000 |
95.0 |
% |
17,600,000 |
95.3 |
% |
17,600,000 |
95.6 |
% |
17,600,000 |
95.9 |
% |
||||||||||||
|
Achari Public Stockholders |
309,010 |
1.7 |
% |
247,208 |
1.3 |
% |
185,406 |
1.0 |
% |
123,604 |
0.7 |
% |
61,802 |
0.3 |
% |
— |
0.0 |
% |
||||||||||||
|
Sponsor Founder Shares(8) |
750,000 |
4.0 |
% |
750,000 |
4.0 |
% |
750,000 |
4.0 |
% |
750,000 |
4.1 |
% |
750,000 |
4.1 |
% |
750,000 |
4.1 |
% |
||||||||||||
|
Total Shares of Common Stock |
18,659,010 |
100 |
% |
18,597,208 |
100 |
% |
18,535,406 |
100 |
% |
18,473,604 |
100 |
% |
18,411,802 |
100 |
% |
18,350,000 |
100 |
% |
||||||||||||
6
(B) if there is a 1.5-for-1 Reverse Stock Split:
|
No |
% |
20% |
% |
40% |
% |
60% |
% |
80% |
% |
100% |
% |
|||||||||||||||||||
|
Vaso stockholders |
11,733,333 |
94.3 |
% |
11,733,333 |
94.6 |
% |
11,733,333 |
95.0 |
% |
11,733,333 |
95.3 |
% |
11,733,333 |
95.6 |
% |
11,733,333 |
95.9 |
% |
||||||||||||
|
Achari Public Stockholders |
206,007 |
1.7 |
% |
164,805 |
1.3 |
% |
123,604 |
1.0 |
% |
82,403 |
0.7 |
% |
41,201 |
0.3 |
% |
— |
0.0 |
% |
||||||||||||
|
Sponsor Founder Shares(8) |
500,000 |
4.0 |
% |
500,000 |
4.0 |
% |
500,000 |
4.0 |
% |
500,000 |
4.1 |
% |
500,000 |
4.1 |
% |
500,000 |
4.1 |
% |
||||||||||||
|
Total Shares of Common Stock |
12,439,340 |
100 |
% |
12,398,138 |
100 |
% |
12,356,937 |
100 |
% |
12,315,736 |
100 |
% |
12,274,534 |
100 |
% |
12,333,333 |
100 |
% |
||||||||||||
(C) if there is a 2-for-1 Reverse Stock Split:
|
No |
% |
20% |
% |
40% |
% |
60% |
% |
80% |
% |
100% |
% |
|||||||||||||||||||
|
Vaso stockholders |
8,800,000 |
94.3 |
% |
8,800,000 |
94.6 |
% |
8,800,000 |
95.0 |
% |
8,800,000 |
95.3 |
% |
8,800,000 |
95.6 |
% |
8,800,000 |
95.9 |
% |
||||||||||||
|
Achari Public Stockholders |
154,505 |
1.7 |
% |
123,604 |
1.3 |
% |
92,703 |
1.0 |
% |
61,802 |
0.7 |
% |
30,901 |
0.3 |
% |
— |
0.0 |
% |
||||||||||||
|
Sponsor Founder Shares(8) |
375,000 |
4.0 |
% |
375,000 |
4.0 |
% |
375,000 |
4.0 |
% |
375,000 |
4.0 |
% |
375,000 |
4.1 |
% |
375,000 |
4.1 |
% |
||||||||||||
|
Total Shares of Common Stock |
9,329,505 |
100 |
% |
9,298,604 |
100 |
% |
9,267,703 |
100 |
% |
9,236,802 |
100 |
% |
9,205,901 |
100 |
% |
9,175,000 |
100 |
% |
||||||||||||
____________
(1) Represents ownership based on assumed actual shares issued and outstanding at the Closing. All percentages will be diluted if any Public Warrants and Private Placement 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 estimates that there was approximately $3,560,520 in the Trust Account (including accrued interest and net of estimated taxes) as of July 31, 2024. Accordingly, assuming that the Business Combination occurred on July 31, 2024, the deferred underwriting commissions would have equaled 98% of the cash remaining in the Trust Account if there were no Redemptions, 123% if there were 20% Redemptions, 164% if there were 40% Redemptions, 246% if there were 60% Redemptions, 492% if there were 80% Redemptions and an incalculable percentage if there were 100% Redemptions.
(2) Assumes that no SPAC Shares held by Public Stockholders are redeemed.
(3) Assumes that 61,802 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.
(4) Assumes that 154,505 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.
(5) Assumes that 185,406 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.
(6) Assumes that 247,208 SPAC Shares (pre-Reverse Stock Split) 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 (pre-Reverse Stock Split) as of the date hereof to 750,000 Founder Shares (pre-Reverse Stock Split) 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”.
7
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 (8,566,666 if there is a Reverse Stock Split with a 2-for-1 ratio) warrants, each to acquire three quarters of one SPAC Share, which are comprised of 10,000,000 Public Warrants (5,000,000 if there is a Reverse Stock Split with a 2-for-1 ratio) and 7,133,333 Private Placement Warrants (3,566,666 if there is a Reverse Stock Split with a 2-for-1 ratio), to be reduced to 1,000,000 Private Placement Warrants (500,000 if there is a Reverse Stock Split with a 2-for-1 ratio) 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 ($23.00 if there is a Reverse Stock Split with a 2-for-1 ratio) 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 ($23.00 if there is a Reverse Stock Split with a 2-for-1 ratio), in cash, the fully-diluted share capital of Achari would increase by a total of 8,250,000 shares (4,125,000 if there is a Reverse Stock Split with a 2-for-1 ratio), with approximately $94,875,000 paid to Achari to exercise the warrants.
Fully-Diluted Ownership upon Closing
If effected, as of the Effective Time, the Reverse Stock Split will effect, on a proportionate basis, in accordance with the to be determined ratio of the Reverse Stock Split, the number of Public Warrants, Private Placement Warrants, the number of shares of Class A common Stock into which they may be exercised and the exercise price of such Warrants. For example, if the ratio of the Reverse Stock Split is determined to be 1.5-to-1, the number of Public Warrants would decrease from 10,000,000 Public Warrants exercisable into 7,500,000 shares of Class A Common Stock at $11.50 per share to 6,666,667 shares exercisable into 5,000,000 shares of Class A Common Stock at $17.25 per share. Likewise, if the ratio of the Reverse Stock Split is determined to be 1.5-to-1, the number of Private Placement Warrants would decrease from 7,133,333 Private Placement Warrants exercisable into 5,349,750 shares of Class A Common Stock at $11.50 per share to 4,755,555 shares exercisable into 3,566,666 shares of Class A Common Stock at $17.25 per share. However, please note the aggregate exercise of the Public Warrants and the Private Warrants would not change as a result of the Reverse Stock Split.
The following tables show share ownership following the Business Combination if (A) a Reverse Stock Split does not occur, (B) there is a 1.5-for-1 Reverse Stock Split and (C) there is a 2-for-1 Reverse Stock Split. The following tables also summarize 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 was consummated on July 31, 2024, (ii) 17,600,000 shares of Class A Common Stock were 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 (as may be proportionately adjusted for the Reverse Stock Split, if any). 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 (as proportionately adjusted for the Reverse Stock Split scenarios set out below) following the consummation of the Business Combination.
(A) If there is no Reverse Stock Split:
|
No |
Equity |
20% |
Equity |
40% |
Equity |
60% |
Equity |
80% |
Equity |
100% |
Equity |
|||||||||||||||||||
|
Vaso Public Stockholders |
17,600,000 |
65.4 |
% |
17,600,000 |
65.6 |
% |
17,600,000 |
65.7 |
% |
17,600,000 |
65.9 |
% |
17,600,000 |
66.0 |
% |
17,600,000 |
66.2 |
% |
||||||||||||
|
Achari Public Stockholders |
309,010 |
1.1 |
% |
247,208 |
0.9 |
% |
185,406 |
0.7 |
% |
123,604 |
0.5 |
% |
61,802 |
0.2 |
% |
— |
0.0 |
% |
||||||||||||
|
Public Warrants |
7,500,000 |
27.9 |
% |
7,500,000 |
27.9 |
% |
7,500,000 |
28.0 |
% |
7,500,000 |
28.1 |
% |
7,500,000 |
28.1 |
% |
7,500,000 |
28.2 |
% |
||||||||||||
|
Private Placement Warrants(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 |
% |
||||||||||||
|
Sponsor Founder Shares(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 |
26,909,010 |
100 |
% |
26,847,208 |
100 |
% |
26,785,406 |
100 |
% |
26,723,604 |
100 |
% |
26,661,802 |
100 |
% |
26,600,000 |
100 |
% |
||||||||||||
|
Total Sponsor Ownership with converted |
1,500,000 |
5.6 |
% |
1,500,000 |
5.65 |
% |
1,500,000 |
5.6 |
% |
1,500,000 |
5.6 |
% |
1,500,000 |
5.6 |
% |
1,500,000 |
5.6 |
% |
||||||||||||
8
(B) if there is a 1.5-for-1 Reverse Stock Split:
|
No |
Equity |
20% |
Equity |
40% |
Equity |
60% |
Equity |
80% |
Equity |
100% |
Equity |
|||||||||||||||||||
|
Vaso Public Stockholders |
11,733,333 |
65.4 |
% |
11,733,333 |
65.6 |
% |
11,733,333 |
65.7 |
% |
11,733,333 |
65.9 |
% |
11,733,333 |
66.0 |
% |
11,733,333 |
66.2 |
% |
||||||||||||
|
Achari Public Stockholders |
206,007 |
1.1 |
% |
164,805 |
0.9 |
% |
123,604 |
0.7 |
% |
82,403 |
0.5 |
% |
41,201 |
0.2 |
% |
— |
0.0 |
% |
||||||||||||
|
Public Warrants |
5,000,000 |
27.9 |
% |
5,000,000 |
27.9 |
% |
5,000,000 |
28.0 |
% |
5,000,000 |
28.1 |
% |
5,000,000 |
28.1 |
% |
5,000,000 |
28.2 |
% |
||||||||||||
|
Private Placement Warrants(7) |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
||||||||||||
|
Sponsor Founder Shares(8) |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
500,000 |
2.8 |
% |
||||||||||||
|
Total Shares of Common Stock |
17,939,340 |
100 |
% |
17,898,138 |
100 |
% |
17,856,937 |
100 |
% |
17,815,736 |
100 |
% |
17,774,534 |
100 |
% |
17,733,333 |
100 |
% |
||||||||||||
|
Total Sponsor Ownership with converted |
1,000,000 |
5.6 |
% |
1,000,000 |
5.65 |
% |
1,000,000 |
5.6 |
% |
1,000,000 |
5.6 |
% |
1,000,000 |
5.6 |
% |
1,000,000 |
5.6 |
% |
||||||||||||
(C) if there is a 2-for-1 Reverse Stock Split:
|
No |
Equity |
20% |
Equity |
40% |
Equity |
60% |
Equity |
80% |
Equity |
100% |
Equity |
|||||||||||||||||||
|
Vaso Public Stockholders |
8,800,000 |
65.4 |
% |
8,800,000 |
65.6 |
|||||||||||||||||||||||||