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

________________

SCHEDULE 14A

________________

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

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Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

VASO CORPORATION

(Name of Registrant as Specified In Its Charter)

___________________________________________________________

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

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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 August26, 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 17,600,000shares (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 July11, 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 July15, 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.”

Very truly yours,

/s/ Jun Ma

Jun Ma

Chief Executive Officer

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 August26, 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 July11, 2024, there were 175,380,963shares 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 July15, 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 August12, 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 July15, 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 July15, 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.”

By Order of the Board of Directors

/s/ Jun Ma

Jun Ma

Chief Executive Officer

August6, 2024

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

TABLE OF CONTENTS

	Page
FREQUENTLY USED TERMS	iv
SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES	vii
MARKET AND INDUSTRY DATA	viii
TRADEMARKS	ix
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	x
SUMMARY OF THE PROXY STATEMENT	1
QUESTIONS AND ANSWERS	27
SELECTED HISTORICAL FINANCIAL DATA OF ACHARI	43
SELECTED HISTORICAL FINANCIAL DATA OF VASO	44
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	45
COMPARATIVE SHARE INFORMATION	59
RISK FACTORS	60
VASO STOCKHOLDERS’ MEETING	87
PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL	95
PROPOSAL 2: THE DIRECTOR PROPOSAL	143
PROPOSAL 3: THE RATIFICATION PROPOSAL	144
PROPOSAL 4: THE ADJOURNMENT PROPOSAL	145
INFORMATION ABOUT ACHARI	147
DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF ACHARI	151
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ACHARI	159
INDEBTEDNESS OF ACHARI	165
MARKET PRICE AND DIVIDENDS OF SECURITIES	166
BENEFICIAL OWNERSHIP OF SECURITIES	170
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	174
INFORMATION ABOUT VASO	181
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VASO	194
DESCRIPTION OF ACHARI’S, VASO’S, AND NEW VASO’S SECURITIES	205
EXECUTIVE OFFICERS AND DIRECTORS OF VASO	229
EXECUTIVE COMPENSATION OF VASO	231
VASO COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION	233
VASO AUDIT COMMITTEE REPORT	234
MANAGEMENT OF NEW VASO FOLLOWING THE BUSINESS COMBINATION	236
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW VASO’S SECURITIES	241
APPRAISAL RIGHTS
OTHER STOCKHOLDER COMMUNICATIONS	243
EXPERTS	243
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS	243
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	243
TRANSFER AGENT AND REGISTRAR	243
SUBMISSION OF PROPOSALS	243
FUTURE STOCKHOLDER PROPOSALS	243
WHERE YOU CAN FIND MORE INFORMATION	244
INDEX TO FINANCIAL STATEMENTS	F-1

i

	Page
ANNEX A — Business Combination Agreement	A-1
ANNEX B — Seventh Amended and Restated Certificate of Incorporation	B-1
ANNEX C — Amended and Restated Bylaws	C-1
ANNEX D — 2024 Achari Equity Incentive Plan	D-1
ANNEX E — Appraisal Rights	E-1
ANNEX F — Form of Proxy Card for Stockholders	F-1
ANNEX G — Fairness Opinion	G-1

ii

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 August26, 2024, such stockholder must request the information no later than five business days prior to the date of the Vaso Stockholders’ Meeting, by August21, 2024.

iii

FREQUENTLY USED TERMS

Definitions

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

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

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

“Achari Board” means the board of directors of Achari.

“Achari Certificate of Incorporation”, 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.

iv

“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 2,500,000shares of common stock issued by Achari to the Sponsor (including those that have been subsequently transferred) which amount shall be reduced to 750,000shares 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 July15, 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 1,300,941shares, 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 July11, 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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MARKET AND INDUSTRY DATA

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

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TRADEMARKS

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

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•the benefits of the Business Combination;

•the ability to complete the Business Combination;

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

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

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

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

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

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

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

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

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

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

•costs related to the Business Combination;

•changes in the markets that Vaso operates;

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

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

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

•the inability to develop and maintain effective internal controls;

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

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

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

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

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

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

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

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

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SUMMARY OF THE PROXY STATEMENT

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

Parties to the Business Combination

Achari

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

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

General

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

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

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 October19, 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 October19, 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 April2, 2024 previously set forth by Nasdaq and compliance with: (i) Nasdaq’s $50million 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 April9, 2024. In response to the notice that a delisting determination had been made, Achari submitted an appeal to the Listing Council on April19, 2024. On June20, 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 April2, 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 June20, 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 8,980,535shares 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 927,600shares of Common Stock to certain members of the Sponsor. As a result of such transfers, as of July 17, 2023, 1,572,400shares of Common Stock were held directly by the Sponsor and 927,600shares 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 87,380shares 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 July16, 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 July19, 2024, to October19, 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 December19, 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 October19, 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 July16, 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.

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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 July16, 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 July31, 2024, (ii) 17,600,000shares 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 August22, 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 Redemptions(1)(2)	%		20% Redemptions(1)(3)	%		40% Redemptions(1)(4)	%		60% Redemptions(1)(5)	%		80% Redemptions(1)(6)	%		100% Redemptions(1)(7)	%
Vaso stockholders	17,600,000	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	%

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(B)if there is a 1.5-for-1 Reverse Stock Split:

	No Redemptions(1)(2)	%		20% Redemptions(1)(3)	%		40% Redemptions(1)(4)	%		60% Redemptions(1)(5)	%		80% Redemptions(1)(6)	%		100% Redemptions(1)(7)	%
Vaso stockholders	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 Redemptions(1)(2)	%		20% Redemptions(1)(3)	%		40% Redemptions(1)(4)	%		60% Redemptions(1)(5)	%		80% Redemptions(1)(6)	%		100% Redemptions(1)(7)	%
Vaso stockholders	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”.

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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 8,250,000shares (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 7,500,000shares of Class A Common Stock at $11.50 per share to 6,666,667shares exercisable into 5,000,000shares 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 5,349,750shares of Class A Common Stock at $11.50 per share to 4,755,555shares exercisable into 3,566,666shares 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 July31, 2024, (ii) 17,600,000shares 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 8,250,000shares 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 Redemptions(1)Ownership in shares	Equity %		20% Redemptions(2)Ownership in shares	Equity %		40% Redemptions(3) Ownership in shares	Equity %		60% Redemptions(4) Ownership in shares	Equity %		80% Redemptions(5) Ownership in shares	Equity %		100% Redemptions(6) Ownership in Shares	Equity %
Vaso Public Stockholders	17,600,000	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 warrants	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	%

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(B)if there is a 1.5-for-1 Reverse Stock Split:

	No Redemptions(1)Ownership in shares	Equity %		20% Redemptions(2)Ownership in shares	Equity %		40% Redemptions(3) Ownership in shares	Equity %		60% Redemptions(4) Ownership in shares	Equity %		80% Redemptions(5) Ownership in shares	Equity %		100% Redemptions(6) Ownership in Shares	Equity %
Vaso Public Stockholders	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 warrants	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 Redemptions(1)Ownership in shares	Equity %		20% Redemptions(2)Ownership in shares	Equity %		40% Redemptions(3) Ownership in shares	Equity %		60% Redemptions(4) Ownership in shares	Equity %		80% Redemptions(5) Ownership in shares	Equity %		100% Redemptions(6) Ownership in Shares	Equity %
Vaso Public Stockholders	8,800,000	65.4	%	8,800,000	65.6	%	8,800,000	65.7	%	8,800,000	65.9	%	8,800,000	66.0	%	8,800,000	66.2	%
Achari Public Stockholders	154,505	1.1	%	123,604	0.9	%	92,703	0.7	%	61,802	0.5	%	30,901	0.2	%	—	0.0	%
Public Warrants	3,750,000	27.9	%	3,750,000	27.9	%	3,750,000	28.0	%	3,750,000	28.1	%	3,750,000	28.1	%	3,750,000	28.2	%
Private Placement Warrants(7)	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%
Sponsor Founder Shares(8)	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%
Total Shares of Common Stock	13,454,505	100	%	13,423,604	100	%	13,392,703	100	%	13,361,802	100	%	13,330,901	100	%	13,300,000	100	%
Total Sponsor Ownership with converted warrants	750,000	5.6	%	750,000	5.65	%	750,000	5.6	%	750,000	5.6	%	750,000	5.6	%	750,000	5.6	%

____________

(1)Assumes that no SPAC Shares are redeemed.

(2)Assumes that 61,802 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(3)Assumes that 154,505 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(4)Assumes that 185,406 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(5)Assumes that 247,208 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(6)Assumes that all SPAC Shares are redeemed.

(7)Represents 7,133,333 warrants (pre-Reverse Stock Split) sold to the Sponsor, which number will be reduced to 1,000,000 warrants (pre-Reverse Stock Split) pursuant to the terms of the Business Combination Agreement at the time of the completion of the Business Combination, with each such whole warrant entitling the holder thereof to purchase three quarters of one SPAC Share.

(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.

Share ownership presented in the table above is only presented for illustrative purposes and is based on a number of assumptions. Achari cannot predict how many of its Public Stockholders will exercise their respective right to have their respective Public Shares redeemed for cash. Public Stockholders that do not elect to redeem their respective Public Shares will experience dilution as a result of the Business Combination. The Public Stockholders currently own approximately 11% of the outstanding SPAC Shares, assuming that no warrants have been exercised, and 71% on a fully-diluted basis. As noted in the above table, if no Public Stockholders redeem their respective Public Shares in connection with the Business Combination, the Public Stockholders will go from owning approximately 71% of the SPAC Shares on a fully-diluted basis prior to the Business Combination to owning 29% of the total shares of Common Stock on a fully-diluted basis. The Public Stockholders will own approximately 1.7%, 1.3%, 1.0%, 0.7%, 0.6% and 0.0% (assuming no warrants have been exercised) and 29.0%, 28.8%, 28.7%, 28.6%, 28.3% and 28.2% (on a fully-diluted basis) of the total shares outstanding of Common Stock, in the no Redemptions,

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20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenario, respectively. The Sponsor will own approximately 2.8%, 2.8%, 2.8%, 2.8% and 2.8% (assuming no warrants have been exercised) and 5.6%, 5.6%, 5.6%, 5.6%, 5.6% and 5.6% (on a fully-diluted basis) of the total shares outstanding of Common Stock, in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenario, respectively.

Per Share Valuations upon Closing

If effected, the Reverse Stock Split will affect the per share value of the Class A Common Stock immediately following the Business Combination. The following tables show share ownership following the Business Combination if (A) there is no Reverse Stock Split, (B) there is a 1.5-for-1 Reverse Stock Split and (C) there is a 2-for-1 Reverse Stock Split. Each such table also demonstrates the potential impact of redemptions on the per share value of the Public Shares owned by non-redeeming Public Stockholders in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenarios and assumes that (i) unless, specifically noted, there is no Reverse Stock Split, and (ii) the Sponsor’s ownership of common stock is not reduced to below 750,000shares (which does not give effect to any Reverse Stock Split, if any such Reverse Stock Split is to occur) of Class A common stock pursuant to the terms of the Put Option Agreement Public Stockholders will experience additional dilution to the extent additional shares are issued after the Closing.

(A)If there is no Reverse Stock Split:

	No Redemptions(1) Number of Shares	Per Share(10)		20% Redemptions(2) Number of Shares	Per Share(10)		40% Redemptions(3) Number of Shares	Per Share(10)		60% Redemptions(4) Number of Shares	Per Share(10)		80% Redemptions(5) Number of Shares	Per Share(10)		100% Redemptions(6) Number of Shares	Per Share(10)
Achari Public Shares not Redeemed	309,010	$	10.00	247,208	$	10.00	185,406	$	10.00	123,604	$	10.00	61,802	$	10.00	—	$	10.00
Vaso Public Shares	17,600,00	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00
Sponsor Founder Shares(8)	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00
Total Shares at Closing	18,659,010			18,597,208			18,535,406			18,473,604			18,411,802			18,350,000
Adding:
Shares underlying Private Warrants(7)	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61
Shares underlying Public Warrants(9)	7,500,000	$	6.93	7,500,000	$	6.93	7,500,000	$	6.92	7,500,000	$	6.91	7,500,000	$	6.91	7,500,000	$	6.90

(B)if there is a 1.5-for-1 Reverse Stock Split:

	No Redemptions(1) Number of Shares	Per Share(10)		20% Redemptions(2) Number of Shares	Per Share(10)		40% Redemptions(3) Number of Shares	Per Share(10)		60% Redemptions(4) Number of Shares	Per Share(10)		80% Redemptions(5) Number of Shares	Per Share(10)		100% Redemptions(6) Number of Shares	Per Share(10)
Achari Public Shares not Redeemed	206,007	$	6.67	164,805	$	6.67	123,604	$	6.67	82,403	$	6.67	41,201	$	6.67	—	$	6.67
Vaso Public Shares	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67
Sponsor Founder Shares(8)	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67
Total Shares at Closing	12,439,340			12,398,138			12,356,937			12,315,736			12,274,534			12,233,333
Adding:
Shares underlying Private Warrants(7)	500,000	$	6.41	500,000	$	6.41	500,000	$	6.41	500,000	$	6.41	500,000	$	6.41	500,000	$	6.40
Shares underlying Public Warrants(9)	5,000,000	$	4.62	5,000,000	$	4.62	5,000,000	$	4.61	5,000,000	$	4.61	5,000,000	$	4.60	5,000,000	$	4.60

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(C)if there is a 2-for-1 Reverse Stock Split:

	No Redemptions(1) Number of Shares	Per Share(10)		20% Redemptions(2) Number of Shares	Per Share(10)		40% Redemptions(3) Number of Shares	Per Share(10)		60% Redemptions(4) Number of Shares	Per Share(10)		80% Redemptions(5) Number of Shares	Per Share(10)		100% Redemptions(6) Number of Shares	Per Share(10)
Achari Public Shares not Redeemed	154,505	$	5.00	123,604	$	5.00	92,703	$	5.00	61,802	$	5.00	30,901	$	5.00	—	$	5.00
Vaso Public Shares	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00
Sponsor Founder Shares(8)	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00
Total Shares at Closing	9,329,505			9,298,604			9,267,703			9,236,802			9,205,901			9,175,000
Adding:
Shares underlying Private Warrants(7)	375,000	$	4.81	375,000	$	4.81	375,000	$	4.81	375,000	$	4.80	375,000	$	4.80	375,000	$	4.80
Shares underlying Public Warrants(9)	3,750,000	$	3.47	3,750,000	$	3.46	3,750,000	$	3.46	3,750,000	$	3.46	3,750,000	$	3.45	3,750,000	$	3.45

____________

(1)Assumes that no SPAC Shares held by Public Stockholders are redeemed.

(2)Assumes that 61,802 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(3)Assumes that 154,505 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(4)Assumes that 185,406 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(5)Assumes that 247,208 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(6)Assumes that all SPAC Shares are redeemed.

(7)The per share calculations represent the total shares at closing plus dilution from the assumed exercise of the 7,133,333 warrants (pre-Reverse Stock Split) sold to the Sponsor, which number will be reduced to 1,000,000 warrants (pre-Reverse Stock Split) pursuant to the terms of the Business Combination Agreement at the time of the completion of the Business Combination. Assumes the exercise of such 1,000,000 Private Warrants (pre-Reverse Stock Split) and that no Public Warrants are exercised. Does not account for any proceeds being paid in connection with the exercise of the Private Warrants.

(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)Assumes the exercise of all Public Warrants and Private Warrants (as reduced to 1,000,000 Private Warrants (pre-Reverse Stock Split) per note (7)) are exercised. Does not account for any proceeds being paid in connection with the exercise of the Public Warrants and the Private Warrants.

(10)Based on a post-transaction equity value of approximately $186,590,100 in the No Redemptions Scenario, $185,972,080 in the 20% Redemptions Scenario, $185,354,060 in the 40% Redemptions Scenario, $184,736,040 in the 60% Redemptions Scenario, $184,118,020 in the 80% Redemptions Scenario and $183,500,000 in the 100% Redemptions Scenario, and assuming an ascribed value per share of $10.00 (in each case excluding shares underlying private and public warrants and after transaction costs).

The Proposals to be Submitted at the Vaso Stockholders’ Meeting

The Business Combination Proposal

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

Business Combination Agreement

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

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At the Effective Time, assuming the Achari Reverse Stock Split Proposal is approved by Achari’s stockholders at the Stockholders’ Meeting, if necessary for compliance with Nasdaq Initial Listing Standards, approved by the Achari Board and consented to by the Vaso Board of Directors, Achari may effect a Reverse Stock Split, pursuant to which each then-outstanding SPAC Share will become and be converted into such number of shares of Achari common stock as is determined by multiplying such SPAC Shares by a ratio in the range of 1-for-1 to 2-for-1, with such ratio to be determined at the discretion of the Achari Board.

At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each Vaso share of common stock (excluding any dissenting shares and cancelled treasury stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into shares of Class A Common Stock based on an exchange ratio of approximately 0.0998shares of Class A Common Stock for each Vaso Share, assuming the Reverse Stock Split does not occur (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?”). 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 July11, 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.

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

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

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Organizational Structure

Organizational Structure of Achari before the Business Combination

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

____________

(1)Only common stock of Achari Venture Holdings Corp. I is issued. As a result, the percentages of ownership of Achari Venture Holdings Corp. I equal both voting and economic ownership percentages. Achari has authorized 100,000,000shares of common stock and 1,000,000shares of preferred stock.

Organizational Structure of Vaso before the Business Combination

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

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

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

____________

(1)Assumes that no redemptions will occur in connection with the Business Combination. The ownership of the Public Stockholders, the Sponsor and the Vaso Stockholders of Vaso Holding Corporation will be approximately (i) 1.3%, 4.0% and 94.6%, respectively, if 20% of the Public Shares are redeemed, (ii) 1.0%, 4.0% and 95.3% if 40% of the Public Shares are redeemed, (iii) 0.7%, 4.0% and 95% if 60% of the Public Shares are redeemed, (iv) 0.3%, 4.1% and 95.6% if 80% of the Public Shares are redeemed and (v) 0%, 4.2% and 95.9% if all of the Public Shares are redeemed

Only Class A Common Stock of Vaso Holding Corporation will be issued upon consummation of the Business Combination. As a result, the percentages of ownership of Vaso Holding Corporation equal both voting and economic ownership percentages. Such voting and economic percentages will change if additional shares of Class A Common Stock are issued (up to 100,000,000 of which are authorized and, assuming no redemptions, 18,659,010 shall be), any shares of Class B Common Stock (of which 10,000,000 shall be authorized and none shall be issued. If issued, each share of Class B Common Stock shall have 100 votes for each share of Class A Common Stock and any shares of preferred stock (of which 1,000,000 shall be authorized and none shall be issued). No series of preferred stock has been designated, and we do not know what the voting power or other terms will be if a series of preferred stock is ever designated. For more information, see the 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”.

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

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Management of New Vaso Following the Business Combination

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

Name	Age	Position
Joshua Markowitz	68	Chairman of the Board and Director
David Lieberman	79	Vice Chairman of the Board and Director
Jun Ma	60	President, Chief Executive Officer and Director
Jane Moen	44	President VasoHealthcare and Director
Behnam Movaseghi	71	Independent Director
Edgar Rios	72	Independent Director
Leon Dembo	69	Independent Director
Michael J. Beecher	79	Co-Chief Financial Officer and Secretary
Jonathan P. Newton	63	Co-Chief Financial Officer and Treasurer
Peter C. Castle	55	Chief Operating Officer
Michael Jackman	66	Independent Director
Hon. Douglas E. Arpert	65	Independent Director

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

Anticipated Accounting Treatment

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

Regulatory Approvals

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

Redemption Rights

Public Stockholders of Achari may seek to have their shares redeemed by Achari, regardless of whether they vote for or against the Business Combination or any other Proposals and whether they held Achari shares of common stock as of the Record Date or acquired them after the Record Date. There were approximately $3,560,520 funds in the Trust Account (including accrued interest and net of estimated taxes) on July16, 2024. As Achari Public Stockholders are entitled to a portion of the funds in the Trust Account, approximately $11.48, net of taxes payable as of such date, per share as of July16, 2024, the more shares Achari Public Stockholders redeem, the less cash will remain in the Trust Account for New Vaso to use. Additionally, the more shares the Achari Public Stockholders redeem, the less their ownership of New Vaso will be immediately following the Business Combination. By way of example, if no Achari Public Stockholders redeem their shares, the current Achari Public Stockholders will own approximately 6.9% of New Vaso whereas if 60% of such eligible shares are redeemed, the current Achari stockholders will own approximately 5.2% of New Vaso. See the section entitled “Vaso Stockholders’ Meeting — Redemption Rights” for the procedures to be followed if you are to redeem your shares for cash.

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Interests of Vaso’s Directors and Officers in the Business Combination

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

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

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

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

Interests of Achari’s Directors and Officers and Others in the Business Combination

Achari’s Board has approved the Business Combination and recommended that its stockholders approve the Business Combination at the Achari Stockholders’ Meeting. To the extent the decisions of Achari’s Board affect your decision in connection with the Business Combination Proposal, you should keep in mind that an argument could be made that Achari’s directors and officers, have interests in such proposal that are different from, in addition to, or conflict with, those of Achari stockholders generally. As a result of these interests, Achari’s directors and officers may be incentivized to complete a business combination that is less favorable to Achari stockholders than liquidating Achari and distributing the proceeds of the Trust Account would be.

Achari directors and officers were aware of and considered these various conflicting interests, among other matters, in evaluating the Business Combination, and in recommending to Achari stockholders that they approve the Business Combination. Achari stockholders should take these various conflicting interests into account in deciding whether to approve the Business Combination.

•Achari’s chief executive officer, Vikas Desai, is the managing member of Achari KGD DTII Holdings LLC, the managing member of the Sponsor, and as such has voting and investment discretion with respect to the Common Stock held of record by Achari’s Sponsor and may be deemed to have beneficial ownership of such shares. Mr. Desai has disclaimed any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly;

•Unless Achari consummates an initial business combination, Achari’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (no such out-of-pocket expenses were outstanding as of the date hereof, however such expenses may be incurred prior to consummation of the Business Combination in certain circumstances);

•Immediately prior to the consummation of the Business Combination, Achari’s Sponsor will own 2,500,000 Founder Shares, which were acquired by the Sponsor prior to our IPO for an aggregate purchase price of $25,000, or $0.01 per share. Certain of Achari’s officers may have pecuniary interests in such Founder Shares through their direct or indirect ownership interests in the Sponsor. Based on a value of $11.42 per Founder Share, $11.41 being the last reported sales price of a SPAC Share as reported by Nasdaq on July22, 2024, such Founder Shares could be deemed to have an approximate market value of $28,550,000 as of such date (provided that such figure does not give effect to the forfeiture of 1,750,000 Founder Shares by the Sponsor pursuant to the terms of the Business Combination Agreement and related agreements, which will result in the Sponsor holding up to 750,000 Founder Shares immediately following the consummation of the Business Combination, and would therefore result in such remaining Founder Shares potentially being deemed to have a market value of $8,565,000 (utilizing the same $11.42 per SPAC Share value as used for the previous calculation)). In the event we do not consummate the Business Combination, or any other business combination, we

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will likely choose to terminate our operations and liquidate, which will have the effect of rendering such Founder Shares held by Achari’s Sponsor valueless. Therefore, Achari’s Sponsor will lose its entire investment in the Founder Shares if an initial business combination is not completed.

•The Sponsor and Vaso have agreed to enter into a Put Option Agreement in connection with the Business Combination, whereby Vaso shall grant certain put rights (the “Put Option”) to the Sponsor with respect to the Founder Shares held by the Sponsor following the consummation of the Business Combination, with such Put Option requiring Vaso to purchase the Founder Shares held by the Sponsor following the closing of the transaction from the Sponsor, at the Sponsor’s election, at certain pre-agreed times and prices, including notably at a minimum purchase price of $8.00 per Founder Share (subject to certain adjustments and exceptions as further described in the Put Option Agreement). If the Sponsor exercises the Put Option granted to it pursuant to the Put Option Agreement in full and at a purchase price of $8.00 per Founder Share, the Sponsor shall receive aggregate proceeds of $6,000,000 as a result of the sale to Vaso of up to 750,000 Founder Shares it will hold following the closing of the Business Combination. No other parties shall receive rights similar to those granted to the Sponsor in connection with the Put Option Agreement with respect to the Business Combination;

•Immediately prior to the consummation of the Business Combination, Achari’s Sponsor will own 7,133,333 Private Placement Warrants, which were purchased by the Sponsor concurrently with the closing of our IPO for an aggregate purchase price of $5,350,000. Certain of Achari’s officers have pecuniary interests in such Private Placement Warrants through their direct or indirect ownership interests in the Sponsor. Based on a sales price of $0.022 per Private Placement Warrant, $0.022 being the last reported sales price of our public warrants as reported by Nasdaq on July22, 2024, such Private Placement Warrants could be deemed to have an approximate market value of approximately $157,000 as of such date (provided that such figure does not give effect to the forfeiture of 6,133,000 Private Placement Warrants by the Sponsor pursuant to the terms of the Business Combination Agreement, which will result in the Sponsor holding 1,000,000 Private Placement Warrants immediately following the consummation of the Business Combination, and would therefore result in such remaining Private Placement Warrants potentially being deemed to have a market value of $22,000 (utilizing the same $0.022 per Private Placement Warrant market price as used for the previous calculation)). In the event we do not consummate the Business Combination, or any other initial Business Combination, we will likely choose to terminate our operations and liquidate, which will have the effect of rendering such Private Placement Warrants held by Achari’s Sponsor valueless. Therefore, Achari’s Sponsor will lose its entire investment in the Private Placement Warrants if an initial Business Combination is not completed;

•Achari’s Sixth Amended and Restated Certificate of Incorporation requires Achari to complete an initial Business Combination prior to October19, 2024 (assuming Achari exercises each of the Sixth CoI Monthly Extension Options). As of March31, 2024, the Sponsor and its affiliates had invested a total of $6,200,975 in Achari, such investment consisting of (i) $25,000 with respect to the purchase of 2,500,000 Founder Shares prior to Achari’s IPO, (ii) $5,350,000 with respect to the purchase of 7,133,333 Private Placement Warrants concurrently with Achari’s IPO and (iii) $825,975 of working capital loans made by the Sponsor to Achari. The Sponsor may also ultimately be found responsible for third-party accrued and unpaid expenses incurred by Achari if an initial Business Combination is not consummated prior to the termination deadline. If the Business Combination, or any other initial business combination is not consummated, in a timely manner, or at all, and in any respect prior to such termination deadline, Achari will be forced to wind up, dissolve and liquidate in accordance with the Sixth Amended and Restated Certificate of Incorporation promptly following the expiration of such deadline, at which time the Sponsor’s full investment in Company would be rendered valueless;

•Achari’s Sponsor and each of our directors and officers have each agreed to (i) waive their redemption rights with respect to any Public Shares they may hold in connection with the consummation of the Business Combination, with any Public Shares held by them excluded from the pro rata calculation used to determine the per-with respect to the Common Stock redemptions from our Trust Account in connection with the public vote to approve the Business Combination as well as (ii) vote any SPAC Shares owned by them in favor of the Business Combination. Although the Sponsor, our officers and our directors do not own any SPAC Shares apart from their direct or indirect ownership of our Founder

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Shares, such ownership of our Founder Shares currently confers them with a collective ownership of 81.9% of the issued and outstanding SPAC Shares, and as a result a majority of the voting power associated with our Common Stock;

•To finance transaction costs in connection with an initial business combination Achari’s Sponsor has provided Achari working capital in the form of loans. If Achari consummates an initial business combination, Achari may repay such working capital loans out of any proceeds of the Trust Account released to Achari following such business combination. Otherwise, such working capital loans would only be repaid only out of funds held outside the Trust Account, if any. As of March31, 2024, the Sponsor has funded working capital loans to Achari totaling $825,975;

•Pursuant to the terms of the Business Combination Agreement, at the effective time of the Business Combination, Achari’s certificate of incorporation and the bylaws will, from and after the consummation of the Business Combination, contain provisions no less favorable with respect to indemnification, exculpation, advancement and expense reimbursement than are set forth in the Current Charter, which provisions may not be amended, repealed or otherwise modified for a period of six years from the consummation of the Business Combination in any manner that would affect adversely the rights thereunder of any individual who, at or prior to the consummation of the Business Combination, served as a director, manager or officer of Achari, unless such modification shall be required by applicable law.;

•as a condition to the IPO, pursuant to the Insider Letter, the 2,500,000 Founder Shares owned by the Sponsor became subject to a lock-up pursuant to which the Founder Shares cannot be publicly sold until a business combination has occurred;

•if the Trust Account is liquidated, including in the event Achari is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Achari;

•the fact that the officers and directors of Achari do not work full-time at Achari. Each of Achari’s directors and officers is engaged in several other business endeavors for which such director or officer may be entitled to substantial compensation, and Achari’s directors and officers are not obligated to contribute any specific number of hours per week to Achari’s affairs. Achari’s independent directors also serve as officers and/or board members for other entities. If Achari’s directors’ and officers’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Achari’s affairs and may influence their decision to proceed with the Business Combination; and

•the fact that Achari’s Current Charter provides that Achari renounces its interest in any corporate opportunity offered to any director or officer of Achari. This waiver allows Achari’s directors and officers to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. The waiver of the corporate opportunities doctrine did not have an impact on Achari’s search for an acquisition target.

As of March 31, 2024, the Sponsor and its affiliates had an aggregate of $6,200,975 at risk that depends on completion of an initial business combination, including $5,375,000 that was invested in securities and $825,975 of unpaid loans. As of July 16, 2024, there were no unreimbursed out-of-pocket expenses incurred by the Sponsor or its affiliates.

After due consideration, the Achari Board concluded that any potentially disparate interests among its stakeholders would be mitigated because (i) certain of these interests were disclosed in the prospectus for the IPO and this proxy statement, (ii) many of these disparate interests would exist with respect to a business combination between Achari and any other target business or businesses and were not specific or attributable to Vaso or the Business Combination, and (iii) by the fact that the Sponsor will hold equity interests (including with respect to the Founder Shares held by the Sponsor subject to the terms of the Put Option Agreement) in the combined company following the Business Combination alongside other such stakeholders, and the value of such equity interest will be based, at least in part on, the future performance of Vaso, which may be affected by various other factors other than these interests and therefore the interests of such various equity stakeholders may be considered to be aligned from certain perspectives and in certain respects following the closing of the Business Combination. In addition, Achari’s

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independent directors reviewed and considered the potentially disparate interests of Achari’s various stakeholders during their evaluation of the Business Combination and in approving, as members of the Achari Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby.

Based on its review of the foregoing considerations, the Achari Board concluded that any potentially negative aspects or effects resulting from the Business Combination were outweighed by the potential benefits that it expects the Achari stockholders will receive as a result of the Business Combination. However, the Achari Board may be incorrect in their determination and there can be no assurance about the results or outcome of the Business Combination.

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

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

The Director Election Proposal

Vaso is asking its stockholders to approve the election of Jun Ma and David Lieberman to serve as the two directors in Class III, to hold office until the 2026 annual meeting of stockholders. Our Certificate of Incorporation provides for a Board consisting of not less than three nor more than nine directors. Our Board now consists of seven directors. The Board has three classes of directors: Class I, whose term will expire in 2024 currently consisting of Mr. Markowitz and Mr. Rios; Class II, whose term will expire in 2025 currently consisting of Mr. Movaseghi, Mr. Dembo and Ms. Moen; and Class III, whose term would have expired in 2023, currently consisting of Dr. Ma and Mr. Lieberman. The directors each intend to serve on the Board until his or her successor is duly elected and qualified. The Board has nominated Mr. Ma and Mr. Lieberman for election as Class III directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. A summary of the Director Election Proposal is set forth in the section entitled “Proposal 2: The Director Election Proposal” of this proxy statement.

The Ratification Proposal

Vaso is proposing that its stockholders ratify the appointment of UHY LLP as Vaso’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Adjournment Proposal

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

Vaso Stockholders’ Meeting

Date, Time and Place of the Vaso Stockholders’ Meeting

The Vaso Stockholders’ Meeting will be held at Eastern Time, on August26, 2024, or at such other date, time and place to which such meeting may be adjourned or postponed to consider and vote upon the Proposals. You will be able to attend the special meeting at the Lever House, 390 Park Avenue, Third Floor, New York, NY 10022, or by video conference at the corporate offices of Vaso Corporation located at 137 Commercial Street, Suite 200, Plainview, New York 11803.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

Vaso has fixed the close of business on July15, 2024 as the Record Date for determining the Vaso stockholders entitled to notice of and to attend and vote at the Vaso Stockholders’ Meeting. As of the close of business on such date, there were 175,380,963shares of common stock outstanding and entitled to vote. Each share is entitled to one vote per share at the Vaso Stockholders’ Meeting.

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

Proxy Solicitation

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

Quorum and Required Vote

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

Each of Proposals1, 3 and 4 will require affirmative vote of a majority of the total votes cast by holders entitled to vote on the proposal, assuming a quorum is present at the meeting. An abstention will be counted as a vote against that proposal and broker non-votes are not considered votes cast with respect to that matter, and consequently, will have no effect on the votes on that matter, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the Vaso Shares that are present and vote at the Vaso Stockholders’ Meeting.

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

Appraisal Rights

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

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

Recommendation to Stockholders of Vaso

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

•Vote “FOR” the Business Combination Proposal;

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

•Vote “FOR” the Ratification Proposal; and

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

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

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

As a result of the Business Combination, the holders of shares of Vaso common stock and Vaso preferred stock will become holders of New Vaso Common Stock and their rights will be governed by Delaware law (and by New Vaso’s proposed Amended and Restated Certificate of Incorporation and Bylaws (instead of the Vaso amended and restated certificate of incorporation and the Vaso bylaws)). Following the Business Combination, former Vaso stockholders may have different rights as New Vaso stockholders than they had as Vaso stockholders. Among the differences is that the SPAC A&R CoI establishes two classes of common stock, Class A Common Stock and Class B Common Stock. The holders of Class A Common Stock will be entitled to one vote and the holders of Class B Common Stock will be entitled to 100 votes for each share held of record on all matters on which the holders are entitled to vote (or consent pursuant to written consent). The Class B Common Stock carries no economic interest, and each share of Class B Common Stock converts into one share of Class A Common Stock at the earlier of the election of the holder of Class B Common Stock or the five-year anniversary of its issuance.

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 outstanding capital stock, and may therefore be able to control matters submitted to New Vaso’s common stockholders for approval. This concentrated control of common stock voting power may limit or preclude the ability of holders of Class A Common Stock to influence certain corporate matters. The Vaso Board believes 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.”

The SPAC A&R CoI does not materially alter the terms of the preferred stock found in the Current Charter or the Vaso Certificate of Incorporation. Under each of the documents, the Company is authorized to issue up to 1,000,000shares of preferred stock in series, and on terms, to be designated by the respective board of directors. Although designating the terms of any such preferred shares of New Vaso is not currently contemplated, if such terms are ever designated they may contain voting rights, economic rights, liquidation rights, dividend rights or other rights that are superior to those of the Class A Common Stock and/or the Class B Common Stock.

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

Achari Stockholders’ Meeting

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

(i)(a) the Business Combination Agreement, dated as of December6, 2023, by and among Achari, Merger Sub, and Vaso, pursuant to which, among other things, Merger Sub shall merge with and into Vaso, with New Vaso being the surviving corporation of the Merger, and, as a result of which, it will become a wholly owned subsidiary of Achari, a copy of the Business Combination Agreement being attached to the accompanying proxy statement as Annex A, and the transactions contemplated thereby (the “Achari Business Combination Proposal”);

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(ii)amendment and restatement of the Current Charter, in its entirety, and adopt the SPAC A&R CoI, attached to the accompanying proxy statement as Annex B in connection with the Business Combination in order to, among other matters, (i) change the post-Business Combination corporate name from “Achari Ventures Holdings Corp. I” to “Vaso Holding Corporation” and (ii) remove various provisions of the Current Charter applicable only to a blank check company that will no longer be applicable to Achari upon consummation of the Business Combination. (the “Achari Charter Amendment Proposals”);

(iii)two governance provisions in the SPAC A&R CoI, as presented separately in accordance with the U.S. Securities and Exchange Commission Requirements, to:

(A)Governance Proposal 3A: reclassify all of the outstanding shares of Achari’s common stock into a multiple class common stock structure, including the creation of (a) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (b) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), with the holders of Class A Common Stock entitled to one vote per share and the holders of Class B Common Stock entitled to one-hundred votes per share (“Governance Proposal 3A”); and

(B)Governance Proposal 3B: increase Achari’s authorized common stock from (a) 100,000,000shares of common stock, par value $0.0001 per share, pre-Business Combination (the “SPAC Shares”) to (b) 110,000,000shares of common stock post-Business Combination, which shall be divided into 100,000,000 authorized shares of Class A Common Stock and 10,000,000 authorized shares of Class B Common Stock (“Governance Proposal 3B”).

(iv)an additional change to the SPAC A&R CoI to effect a reverse stock split (the “Reverse Stock Split”) of the outstanding SPAC Shares at a ratio in the range of 1-for-1 to 2-for-1, with such 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 and subject to certain conditions as further described herein (the “Achari Reverse Stock Split Proposal”);

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

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

(vii)  the election of Joshua Markowitz, David Lieberman, Jun Ma, Jane Moen, Edgar Rios, Behnam Movaseghi, Leon Dembo and Michael Jackman and Hon. Douglas E. Arpert to serve as directors on New Vaso’s board of directors until the next annual meeting of stockholders or until their successors are elected and qualified (the “Achari 2024 Director Election Proposal”); and

(viii) the adjournment of the special meeting, if necessary (i) to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Achari Stockholders’ Meeting, there are not sufficient votes received to pass the resolution to approve the aforementioned proposals at the Stockholders’ Meeting, or (ii) because a quorum for the Achari Stockholders’ Meeting has not been established. (the “Achari Adjournment Proposal” and together with the Achari proposals in (i) through (v) above, the “Achari Proposals”)

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

Approval of the Achari Business Combination Proposal, Achari Governance Proposal 3A, the Achari Governance Proposal 3B, the Achari 2024 Equity Incentive Plan Proposal, the Achari Nasdaq 20% Proposal and the Achari Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding shares of Achari’s common stock present or represented by proxy and entitled to vote at the Achari Stockholders’ Meeting, or any adjournment thereof.

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The approval of the Achari Charter Amendment Proposals, Achari Governance Proposal 3A, the Achari Governance Proposal 3B, and the Achari Reverse Stock Split Proposal, requires the affirmative vote of the holders of a sixty-five percent of all then issued and outstanding shares of Achari common stock entitled to vote thereon at the special meeting.

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

As of August6, 2024, the Sponsor and certain members of the Sponsor owned of record an aggregate of 2,500,000 Founder Shares, representing 81.9% of the issued and outstanding Achari Shares. Pursuant to the Insider Letter, the Sponsor and certain members of the Sponsor have agreed to vote their shares of common stock (including the Founder Shares) in favor of the proposals (i) through (vi) above.

Risk Factors

In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 60. A summary of those risks includes:

Risks Related to the Business Combination

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

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

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

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

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

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

Vaso depends upon its executive officers and directors and their departure could adversely affect Vaso’s ability to operate and to consummate the initial business combination.

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

Trading in Achari’s securities is currently suspended on the Nasdaq exchange as a result of a delisting determination Achari received in connection with the Achari’s failure to regain compliance with certain continued listing standards by April2, 2024, which was the deadline Nasdaq had set for Achari to consummate the Business Combination or otherwise regain compliance with such standards. Achari has appealed such delisting determination, however, on June20, 2024, Achari was notified that the delisting determination was upheld. On July25, 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

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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.

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

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

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

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

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

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

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

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

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

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

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

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

The proposed Reverse Stock Split may not increase Achari’s stock price over the long-term.

Risks Related to Achari

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

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

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

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

To mitigate the risk of that result, Achari has instructed the trustee to liquidate the securities held in the Trust Account prior to the 24-month anniversary of its IPO Registration Statement (as defined below) and instead to hold the funds in its Trust Account in cash or an interest-bearing bank deposit account at a national bank. As a result, it may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.

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

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

Risks Related to Vaso

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

Maintaining profitable operations depends on several factors

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

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

We depend on management and other key personnel.

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

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

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

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

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

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

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

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

We may not have adequate intellectual property protection.

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

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

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

Technological change is difficult to predict and to manage.

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

Risks Related to New Vaso’s Securities

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

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

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

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

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

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QUESTIONS AND ANSWERS

Except as specifically indicated, the following information and all other information in this joint proxy statement/prospectus assumes that the Reverse Stock Split does not occur. The Achari Reverse Stock Split Proposal is being presented to Achari’s stockholders in order to provide Achari with certain flexibility which may be required in connection with the approval by Nasdaq of Achari’s initial listing application in connection with the Business Combination. However, although Achari will present and seek approval of the Achari Reverse Stock Split Proposal at the Stockholders’ Meeting, such Reverse Stock Split shall only occur if deemed necessary by the Achari Board in order to receive approval from Nasdaq in connection with Achari’s initial listing application in order to consummate the Business Combination, and further depends on several other factors, including the consent of Vaso’s Board, as further described below in the Questions and Answers entitled “What is the Reverse Stock Split?” and “Why is Achari proposing the Achari Reverse Stock Split Proposal?”. For further information with respect to the assumption as to why a Reverse Stock Split does not occur, see the section entitled “Share Calculations and Ownership Percentages”.

Q.Why am I receiving this proxy statement?

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

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

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

Vaso’s stockholders are also being asked to consider and vote upon the Ratification Proposal to approve the appointment of UHY LLP as Vaso’s independent registered public accounting firm to audit its financial statements for the fiscal year ending December 31, 2024. See the section entitled “Proposal 3: The Ratification Proposal.”

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

The presence, in person or by proxy, of Vaso stockholders representing not less than 50% of the shares of common stock issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Stockholders’ Meeting will constitute a quorum for the Stockholders’ Meeting. As of the Record Date, 87,690,482shares of our common stock would be required to achieve a quorum.

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

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

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

•The Business Combination Proposal;

•The Director Election Proposal;

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•The Ratification Proposal;

•The Adjournment Proposal, if presented; and

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

Q.Are the Proposals conditioned on one another?

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

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

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

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

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

Q.Why is Vaso proposing the Business Combination?

A.Vaso is proposing the Business Combination a means of uplisting to a national securities exchange. By uplisting to Nasdaq, Vaso believes that it can increase its shareholder base, attract more institutional investors and obtain a more accurate valuation of the company. Additionally, the Business Combination can serve as method, depending on the size of the Redemptions, to effectively raise funds. For further explanation of the reasons for the Vaso Board’s approval of the Business Combination see “Proposal 1: The Business Combination Proposal — The Vaso Board’s Reasons for the Approval of the Business Combination”. The explanation is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and the risk factors included in this proxy statement.

Q.What will happen in the Business Combination?

A.In the Business Combination, Merger Sub will merge with and into Vaso with Vaso continuing as the surviving entity and a subsidiary of New Vaso. Upon the completion of the Business Combination, each issued and outstanding share of common stock of Achari will become a share of common stock of New Vaso, and each issued and outstanding warrant to purchase three-quarters of one share of common stock of Achari will become a warrant to purchase an equal number of shares of common stock of New Vaso. If a Reverse Stock Split is effected at the Effective Time, each then-outstanding SPAC Share, will become and be converted into such number of shares of Achari common stock as is determined by multiplying such SPAC Shares by a ratio in the range of 1-for-1 to 2-for-1, with such ratio to be determined at the discretion of the Achari Board.

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Q: What is the Reverse Stock Split?

A:If the Reverse Stock Split is effectuated, the outstanding SPAC Shares will be reclassified at the Effective Time and combined into a lesser number of shares of Class A Common Stock, which number shall be greater than one and equal to or less than2, with the exact number within a range to be determined by the Achari Board prior to the Effective Time. By way of example, the following table sets out what the effects of the Reverse Stock Split would be if it were to occur on the date hereof with respect to Achari’s securities assuming a reverse stock split ratio of 1.5-for-1 and 2-for-1:

	Currently			With a 1.5-for-1 Reverse Stock Split			With a 2-for-1 Reverse Stock Split
	Amount	Exercise Price Per SPAC Share		Amount	Exercise Price Per SPAC Share		Amount	Exercise Price Per SPAC Share
SPAC Shares	2,809,010		—	1,872,674		—	1,404,505		—
Public Shares	309,010		—	206,007		—	154,505		—
Founder Shares	2,500,000		—	1,666,667		—	1,250,000		—
Public Warrants	10,000,000	$	11.50	6,666,667	$	17.25	5,000,000	$	23.00
SPAC Shares underlying Public Warrants	7,500,000		—	5,000,000		—	3,750,000		—
Private Warrants	7,133,333	$	11.50	4,755,555	$	17.25	3,566,667	$	23.00
SPAC Shares underlying Private Warrants	5,350,000		—	3,566,667		—	2,675,000		—

The above table is being provided for illustrative purposes only, does not reflect actual security holdings as of the Effective Time, which we expect will be impacted by the effect of any Redemptions, the reduction of the Founder Shares and Private Warrants pursuant to the Letter Agreement and the Put Option Agreement and as a result of any rounding up for any fractional shares that would otherwise result from the Reverse Stock Split.

The Achari Board may effect only one reverse stock split in connection with proposal put forth to its shareholders. The Achari Board’s decision to effect a Reverse Stock Split and the ratio of any such Reverse Stock Split will be based solely on (i) the market price of Vaso’s common stock immediately prior to the Effective Time and the resulting ratio of the reverse stock split which the Achari Board believes may be required to be implemented immediately prior to the Effective Time in order for Nasdaq to approve Achari’s initial listing application in connection with the consummation of the Business Combination, (ii) the express written consent of the Vaso Board to the implementation of the Reverse Stock Split in accordance with the Acknowledgment and Agreement, entered into on May23, 2024 among the SPAC, Merger Sub and Vaso (the “Acknowledgement and Agreement”), a form of which is attached as Exhibit 10.19 hereto and (iii) the Achari Board’s belief that the Reverse Stock Split is in the best interest of Achari and its stockholders and necessary to consummate the Business Combination (the “Reverse Stock Split Conditions”).

Q:Why is Achari proposing the Achari Reverse Stock Split Proposal?

A.Achari believes that the Reverse Stock Split may be necessary to meet the conditions of the Business Combination Agreement. The SPAC Shares are currently listed on Nasdaq under the symbol “AVHI”. Trading in the Company’s securities is currently suspended on Nasdaq as a result of a delisting determination Nasdaq has issued to the Company.

According to Nasdaq rules, an issuer must, in a case such as the Business Combination, apply to Nasdaq for initial inclusion following a transaction whereby the issuer combines with a non-Nasdaq entity, resulting in a change of control of the issuer and potentially allowing the non-Nasdaq entity to obtain a Nasdaq listing. Accordingly, the listing standards of Nasdaq will require Vaso to have, among other things, a deemed $4.00 per share minimum bid price for the Vaso Shares at the Effective Time. To determine such deemed $4.00 per share minimum bid price for a company, like Vaso, whose securities trade on the OTCQX, Nasdaq

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uses the minimum bid price at the effective time of a business combination and multiplies it by the inverse of the exchange ratio in such business combination. The Achari Board believes that it is important for the post-Business Combination company to have the ability to effect the Reverse Stock Split because:

•the closing of the Business Combination is conditioned upon approval of Achari’s initial listing application with Nasdaq in connection with the Business Combination;

•the initial listing standards of Nasdaq will require the Class A Common Stock to have, among other things, a $4.00 per share minimum bid price upon the closing of the Business Combination, and as such, the reverse stock split may be necessary to obtain approval of the initial listing application.

•Without taking into consideration the Reverse Stock Split, the closing price of $0.231 per Vaso Shares as of May16, 2024 multiplied by the inverse of the Exchange Ratio (10.02) is $2.315, which is less than the $4.00 minimum bid price required to obtain approval of the listing of the combined company and the shares of Class A Common Stock on Nasdaq. If the Reverse Stock Split is implemented, the inverse of the Exchange Ratio would increase and the deemed minimum bid price per Vaso Share for purposes of the initial listing application with Nasdaq would also increase. For example, using the closing price of $0.231 per Vaso Shares as of May16, 2024, the deemed minimum bid price of per Vaso Share would be $3.465 if the ratio of the Reverse Stock Split if 1.5-to-1, and it would be $4.63 if the ratio of the Reverse Stock Split if 2-to-1. Therefore, the Reverse Stock Split may be necessary to obtain approval of the initial listing application.

Achari will only effectuate the Reverse Stock Split if it is required to do so in order to meet Nasdaq’s initial listing standards and therefore obtain approval of the initial listing application. If the Reverse Stock Split is required to meet Nasdaq’s initial listing standards but the Achari stockholders have not approved the Reverse Stock Split, Achari will not be able to effectuate the Reverse Stock Split and will therefore have failed to have meet all of the closing conditions of the Business Combination Agreement.

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 closing conditions of the Business Combination Agreement. 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, (ii) from a low of $0.16 to a high of $0.37 in 2023 and (iii) from a low of $0.19 to a high of $0.34 in the first six months of 2024. See “Market Price and Dividends of Securities — Market Price of Vaso Securities” for more information. Although the closing price of Vaso’ common stock was $0.21 per share on July22, 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.

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

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

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

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

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

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

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

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

A:As of the date of this proxy statement, there are issued and outstanding (i) 2,809,010shares of Achari, comprised of 309,010shares 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 July16, 2024, there is 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 July31, 2024, (ii) 17,600,000shares 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.

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 the Redemption Deadline, and we do not anticipate that the ratio for the Reverse Stock Split will be decided prior to the Special Meeting.

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(A)If there is no Reverse Stock Split:

	NoRedemptions(1)(2)	%		20%Redemptions(1)(3)	%		40%Redemptions(1)(4)	%		60%Redemptions(1)(5)	%		80%Redemptions(1)(6)	%		100%Redemptions(1)(7)	%
Vaso stockholders	17,600,000	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	%

(B)if there is a 1.5-for-1 Reverse Stock Split:

	NoRedemptions(1)(2)	%		20%Redemptions(1)(3)	%		40%Redemptions(1)(4)	%		60%Redemptions(1)(5)	%		80%Redemptions(1)(6)	%		100%Redemptions(1)(7)	%
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:

	NoRedemptions(1)(2)	%		20%Redemptions(1)(3)	%		40%Redemptions(1)(4)	%		60%Redemptions(1)(5)	%		80%Redemptions(1)(6)	%		100%Redemptions(1)(7)	%
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 or 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 estimated 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”.

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

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 17,133,333 (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 8,250,000shares (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 7,500,000shares of Class A Common Stock at $11.50 per share to 6,666,667shares exercisable into 5,000,000shares 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 5,349,750shares of Class A Common Stock at $11.50 per share to 4,755,555shares exercisable into 3,566,666shares 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 July31, 2024, (ii) 17,600,000shares 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 8,250,000shares of Class A Common Stock (as proportionately adjusted for the Reverse Stock Split scenarios set out below) following the consummation of the Business Combination.

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(A)If there is no Reverse Stock Split:

	NoRedemptions(1)Ownershipin shares	Equity%		20%Redemptions(2)Ownershipin shares	Equity%		40%Redemptions(3)Ownershipin shares	Equity%		60%Redemptions(4)Ownershipin shares	Equity%		80%Redemptions(5)Ownershipin shares	Equity%		100%Redemptions(6)Ownershipin Shares	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 warrants	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	%

(B)if there is a 1.5-for-1 Reverse Stock Split:

	No Redemptions(1) Ownership in shares	Equity %		20% Redemptions(2) Ownership in shares	Equity %		40% Redemptions(3) Ownership in shares	Equity %		60% Redemptions(4) Ownership in shares	Equity %		80% Redemptions(5) Ownership in shares	Equity %		100% Redemptions(6) Ownership in Shares	Equity %
Vaso Public Stockholders	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 warrants	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 Redemptions(1) Ownership in shares	Equity %		20% Redemptions(2) Ownership in shares	Equity %		40% Redemptions(3) Ownership in shares	Equity %		60% Redemptions(4) Ownership in shares	Equity %		80% Redemptions(5) Ownership in shares	Equity %		100% Redemptions(6) Ownership in Shares	Equity %
Vaso Public Stockholders	8,800,000	65.4	%	8,800,000	65.6	%	8,800,000	65.7	%	8,800,000	65.9	%	8,800,000	66.0	%	8,800,000	66.2	%
Achari Public Stockholders	154,505	1.1	%	123,604	0.9	%	92,703	0.7	%	61,802	0.5	%	30,901	0.2	%	—	0.0	%
Public Warrants	3,750,000	27.9	%	3,750,000	27.9	%	3,750,000	28.0	%	3,750,000	28.1	%	3,750,000	28.1	%	3,750,000	28.2	%
Private Placement Warrants(7)	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%
Sponsor Founder Shares(8)	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%	375,000	2.8	%
Total Shares of Common Stock	13,454,505	100	%	13,423,604	100	%	13,392,703	100	%	13,361,802	100	%	13,330,901	100	%	13,300,000	100	%
Total Sponsor Ownership with converted warrants	750,000	5.6	%	750,000	5.65	%	750,000	5.6	%	750,000	5.6	%	750,000	5.6	%	750,000	5.6	%

____________

(1)Assumes that no SPAC Shares are redeemed.

(2)Assumes that 61,802 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

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(3)Assumes that 154,505 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(4)Assumes that 185,406 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(5)Assumes that 247,208 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(6)Assumes that all SPAC Shares are redeemed.

(7)Represents 7,133,333 warrants (pre-Reverse Stock Split) sold to the Sponsor, which number will be reduced to 1,000,000 warrants (pre-Reverse Stock Split) pursuant to the terms of the Business Combination Agreement at the time of the completion of the Business Combination, with each such whole warrant entitling the holder thereof to purchase three quarters of one SPAC Share.

(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.

Share ownership presented in the table above is only presented for illustrative purposes and is based on a number of assumptions. Achari cannot predict how many of its Public Stockholders will exercise their respective right to have their respective Public Shares redeemed for cash. Public Stockholders that do not elect to redeem their respective Public Shares will experience dilution as a result of the Business Combination. The Public Stockholders currently own approximately 11% of the outstanding SPAC Shares, assuming that no warrants have been exercised, and 71% on a fully-diluted basis. As noted in the above table, if no Public Stockholders redeem their respective Public Shares in connection with the Business Combination, the Public Stockholders will go from owning approximately 71% of the SPAC Shares on a fully-diluted basis prior to the Business Combination to owning 29% of the total shares of Common Stock on a fully-diluted basis. The Public Stockholders will own approximately 1.7%, 1.3%, 1.0%, 0.7%, 0.6% and 0.0% (assuming no warrants have been exercised) and 29.0%, 28.8%, 28.7%, 28.6%, 28.3% and 28.2% (on a fully-diluted basis) of the total shares outstanding of Common Stock, in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenario, respectively. The Sponsor will own approximately 2.8%, 2.8%, 2.8%, 2.8% and 2.8% (assuming no warrants have been exercised) and 5.6%, 5.6%, 5.6%, 5.6%, 5.6% and 5.6% (on a fully-diluted basis) of the total shares outstanding of Common Stock, in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenario, respectively.

Per Share Valuations upon Closing

If effected, the Reverse Stock Split will affect the per share value of the Class A Common Stock immediately following the Business Combination. The following tables show share ownership following the Business Combination if (A) there is no Reverse Stock Split, (B) there is a 1.5-for-1 Reverse Stock Split and (C) there is a 2-for-1 Reverse Stock Split. Each such table also demonstrates the potential impact of redemptions on the per share value of the Public Shares owned by non-redeeming Public Stockholders in the no Redemptions, 20% Redemptions, 40% Redemptions, 60% Redemptions, 80% Redemptions and 100% Redemptions scenarios and assumes that (i) unless, specifically noted, there is no Reverse Stock Split, and (ii) the Sponsor’s ownership of common stock is not reduced to below 750,000shares (which does not give effect to any Reverse Stock Split, if any such Reverse Stock Split is to occur) of Class A common stock pursuant to the terms of the Put Option Agreement. Public Stockholders will experience additional dilution to the extent additional shares are issued after the Closing.

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(A)If there is no Reverse Stock Split:

	No Redemptions(1)  Number of Shares	Per Share(10)		20% Redemptions(2)  Number of Shares	Per Share(10)		40% Redemptions(3)  Number of Shares	Per Share(10)		60% Redemptions(4)  Number of Shares	Per Share(10)		80% Redemptions(5)  Number of Shares	Per Share(10)		100% Redemptions(6) Number of Shares	Per Share(10)
Achari Public Shares not Redeemed	309,010	$	10.00	247,208	$	10.00	185,406	$	10.00	123,604	$	10.00	61,802	$	10.00	—	$	10.00
Vaso Public Shares	17,600,00	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00	17,600,000	$	10.00
Sponsor Founder Shares(8)	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00	750,000	$	10.00
Total Shares at Closing	18,659,010			18,597,208			18,535,406			18,473,604			18,411,802			18,350,000
Adding:
Shares underlying Private Warrants(7)	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61	750,000	$	9.61
Shares underlying Public Warrants(9)	7,500,000	$	6.93	7,500,000	$	6.93	7,500,000	$	6.92	7,500,000	$	6.91	7,500,000	$	6.91	7,500,000	$	6.90

(B)if there is a 1.5-for-1 Reverse Stock Split:

	No Redemptions(1)  Number of Shares	Per Share(10)		20% Redemptions(2) Number of Shares	Per Share(10)		40% Redemptions(3) Number of Shares	Per Share(10)		60% Redemptions(4)  Number of Shares	Per Share(10)		80% Redemptions(5) Number of Shares	Per Share(10)		100% Redemptions(6)  Number of Shares	Per Share(10)
Achari Public Shares not Redeemed	206,007	$	6.67	164,805	$	6.67	123,604	$	6.67	82,403	$	6.67	41,201	$	6.67	—	$	6.67
Vaso Public Shares	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67	11,733,333	$	6.67
Sponsor Founder Shares(8)	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67	500,000	$	6.67
Total Shares at Closing	12,439,340			12,398,138			12,356,937			12,315,736			12,274,534			12,233,333
Adding:
Shares underlying Private Warrants(7)	500,000	$	6.41	500,000	$	6.41	500,000	$	6.41	500,000	$	6.41	500,000	$	6.41	500,000	$	6.40
Shares underlying Public Warrants(9)	5,000,000	$	4.62	5,000,000	$	4.62	5,000,000	$	4.61	5,000,000	$	4.61	5,000,000	$	4.60	5,000,000	$	4.60

(C)if there is a 2-for-1 Reverse Stock Split:

	No Redemptions(1)  Number of Shares	Per Share(10)		20% Redemptions(2) Number of Shares	Per Share(10)		40% Redemptions(3)  Number of Shares	Per Share(10)		60% Redemptions(4)  Number of Shares	Per Share(10)		80% Redemptions(5)  Number of Shares	Per Share(10)		100% Redemptions(6)  Number of Shares	Per Share(10)
Achari Public Shares not Redeemed	154,505	$	5.00	123,604	$	5.00	92,703	$	5.00	61,802	$	5.00	30,901	$	5.00	—	$	5.00
Vaso Public Shares	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00	8,800,000	$	5.00
Sponsor Founder Shares(8)	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00	375,000	$	5.00
Total Shares at Closing	9,329,505			9,298,604			9,267,703			9,236,802			9,205,901			9,175,000
Adding:
Shares underlying Private Warrants(7)	375,000	$	4.81	375,000	$	4.81	375,000	$	4.81	375,000	$	4.80	375,000	$	4.80	375,000	$	4.80
Shares underlying Public Warrants(9)	3,750,000	$	3.47	3,750,000	$	3.46	3,750,000	$	3.46	3,750,000	$	3.46	3,750,000	$	3.45	3,750,000	$	3.45

____________

(1)Assumes that no SPAC Shares held by Public Stockholders are redeemed.

(2)Assumes that 61,802 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(3)Assumes that 154,505 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(4)Assumes that 185,406 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

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(5)Assumes that 247,208 SPAC Shares (pre-Reverse Stock Split) held by Public Stockholders are redeemed.

(6)Assumes that all SPAC Shares are redeemed.

(7)The per share calculations represent the total shares at closing plus dilution from the assumed exercise of the 7,133,333 warrants (pre-Reverse Stock Split) sold to the Sponsor, which number will be reduced to 1,000,000 warrants (pre-Reverse Stock Split) pursuant to the terms of the Business Combination Agreement at the time of the completion of the Business Combination. Assumes the exercise of such 1,000,000 Private Warrants (pre-Reverse Stock Split) and that no Public Warrants are exercised. Does not account for any proceeds being paid in connection with the exercise of the Private Warrants.

(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)Assumes the exercise of all Public Warrants and Private Warrants (as reduced to 1,000,000 Private Warrants (pre-Reverse Stock Split) per note (7)) are exercised. Does not account for any proceeds being paid in connection with the exercise of the Public Warrants and the Private Warrants.

(10)Based on a post-transaction equity value of approximately $186,590,100 in the No Redemptions Scenario, $185,972,080 in the 20% Redemptions Scenario, $185,354,060 in the 40% Redemptions Scenario, $184,736,040 in the 60% Redemptions Scenario, $184,118,020 in the 80% Redemptions Scenario and $183,500,000 in the 100% Redemptions Scenario, and assuming an ascribed value per share of $10.00 (in each case excluding shares underlying private and public warrants and after transaction costs).

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

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

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

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

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

A.After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise Redemption Rights and, after paying the Redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination, including deferred IPO underwriting fees to Achari’s underwriters, and for working capital of New Vaso and its subsidiaries and general corporate purposes of New Vaso and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of New Vaso and its subsidiaries. As of July16, 2024, the Trust Account held approximately $3,560,520. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if Achari is unable to complete a business combination by October19, 2024, assuming Achari exercises each of its Sixth CoI Monthly Extension Options (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any franchise or income taxes and up to $100,000 in liquidation expenses). If Achari does not complete a business combination by such date, Achari will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Stockholders unless Achari submits and its stockholders approve an extension.

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

A.Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions which are set forth in the Business Combination Agreement, for example, the receipt of the requisite stockholder approvals contemplated by this proxy statement and that Achari’s common stock remain listed on Nasdaq prior to the consummation of the Business Combination. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination.” See also “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 the Achari’s failure to regain compliance with certain continued listing standards by April2, 2024, which was the deadline Nasdaq had set for Achari to consummate the Business Combination or otherwise regain compliance with such standards. Achari has appealed such delisting determination, however, on June20, 2024, Achari was notified that the delisting determination was upheld. On July25, 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 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.”

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

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

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

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

Q.Why is Vaso proposing the Director Election Proposal?

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

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Q.Why is Vaso proposing the Ratification Proposal?

A.Vaso’s Audit Committee has recommended the ratification of UHY LLP as Vaso’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder ratification of the selection of our independent registered public accounting firm is a matter of good corporate practice. In the event that this selection is not ratified by the affirmative vote of a majority of voting power of the shares in person or by proxy at the meeting and entitled to vote on the subject matter, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Vaso and our stockholders.

Q.Why is Vaso proposing the Adjournment Proposal?

A.Vaso is proposing the Adjournment Proposal to allow the adjournment of the Vaso Stockholders’ Meeting to a later date or dates, including if necessary to permit further solicitation and vote of proxies if it is determined by the chair of the meeting that more time is necessary or appropriate to approve one or more Proposals at the Vaso Stockholders’ Meeting.

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

A.The Record Date for the Vaso Stockholders’ Meeting is July15, 2024, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of Vaso common stock after the Record Date, but before the Vaso Stockholders’ Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Vaso Stockholders’ Meeting. If you transfer your shares of Vaso common stock before the Record Date, you will have no right to vote those shares at the Vaso Stockholders’ Meeting.

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

A.The Vaso Stockholders’ Meeting will be held at 10:00 A.M. Eastern Time, on August26, 2024. Only stockholders who held shares of common stock of Vaso at the close of business on July15, 2024, the Record Date, will be entitled to attend and vote at the Vaso Stockholders’ Meeting and at any adjournments and postponements thereof. You will be able to attend, vote your shares, and submit questions during the meeting which will be held at 10:00 A.M. Eastern Time, on August26, 2024, at the Lever House, 390 Park Avenue, Third Floor, New York, NY 10022.

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

A.Vaso has fixed July15, 2024 as the Record Date. If you were a stockholder of Vaso at the close of business on the Record Date, you are entitled to vote on matters that come before the Vaso Stockholders’ Meeting. However, a stockholder may only vote his, her or its shares if he, she or it is present in person at the meeting or is represented by proxy at the Vaso Stockholders’ Meeting.

Q:How do I attend the meeting?

A:The Vaso Stockholders’ Meeting will be held at the Lever House, 390 Park Avenue, Third Floor, New York, NY 10022 on August26, 2024 beginning at 10:00 A.M. EDT.

Q.How do I vote?

A.You can vote in several ways:

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

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

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

•by phone at 1-800-690-6903.

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Voting by Proxy

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

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

Voting at the Meeting

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

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

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

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

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

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

•“FOR” approval of the Business Combination Proposal;

•“FOR” approval of the Director Election Proposal;

•“FOR” approval of the Ratification Proposal; and

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

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

Q.How many votes do I have?

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

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

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

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

A.As of the Record Date, the Sponsor, certain members of the Sponsor, and Achari’s directors and officers collectively owned of record an aggregate of 2,500,000 Founder Shares, representing 81.9% of the issued and outstanding Achari Shares. Pursuant to the Insider Letter, the Sponsor and certain members of the Sponsor have agreed to vote their shares of common stock (including the Founder Shares) in favor of the Achari Proposals. The Sponsor, members of the Sponsor and Achari’s officers and directors, as of the Record Date, had not acquired any Achari shares of common stock during or after its IPO in the open market. However, any subsequent purchases of Achari shares of common stock prior to the Record Date by the Sponsor, certain members of the Sponsor or Achari’s officers and directors in the aftermarket will make it more likely that the Achari Proposals will be approved as such shares would be voted in favor of the Achari Proposals.

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

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

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

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

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

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

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

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

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

Under the Put Option Agreement, the Sponsor has the right to put to New Vaso up to 750,000shares of Class A Common Stock at a price of $8.00 per share, as may be adjusted pursuant to the terms of the agreement. Such right starts twelve months from the Business Combination and ends six months thereafter. The number of shares that are subject to the put shall be reduced in the event that Achari’s unpaid expenses at the time of the Business Combination is (i) between $2.25 million and $4.5million, by one share for every $8.00 in excess of such amount and (ii) in excess of $4.5million, by one share for every additional $5.00 in excess of such amount. Among other matters, the Put Option Agreement also provide for New Vaso’s ability to call the shares subject to the Put Option Agreement and Sponsor’s ability to sell shares subject to the Put Option Agreement outside of the restrictions imposed by the Lock Up Agreement, each subject to certain market conditions.

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

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

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

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

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SELECTED HISTORICAL FINANCIAL DATA OF ACHARI

The selected historical condensed income statement data for quarter ended March31, 2024 and the years ended December 31, 2023 and 2022 and the selected historical condensed balance sheet data as of March31, 2024, December 31, 2023 and 2022 have been derived from Achari’s financial statements included elsewhere in this proxy statement.

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

Statements of Income Statement Data

Income Statement Data:	Three MonthsEndedMarch 31, 2024			Year Ended December 31, 2023			Year EndedDecember 31,2022
Net Income (Loss)	$	(530,177	)	$	(2,574,642	)	$	1,623,367
Interest Income		79,139			429,125			1,411,854
Change in fair value of warrant liabilities		(67,767	)		248,953			1,997,334
Basic and diluted net income (loss) per share, shares of common stock subject to possible redemption		(0.17	)		(0.77	)		0.13

Statements of Balance Sheet Data:

Balance Sheet Data:	Three Months Ended March 31, 2024			As ofDecember 31,2023			As ofDecember 31,2022
Total current assets	$	74,467		$	96,501		$	777,503
Trust account		6,194,997			6,049,745			44,688,320
Total assets		6,269,464			6,146,246			45,465,823
Total liabilities		8,483,490			7,830,095			39,227,823
Value of shares of common stock subject to redemption		6,194,997			6,049,745			10,489,562
Stockholders’ deficit		(8,409,023	)		(7,733,594	)		(4,251,562	)

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SELECTED HISTORICAL FINANCIAL DATA OF VASO

The selected historical consolidated statement of operations data for the quarter ended March31, 2024 and the years ended December 31, 2023 and 2022, and the selected historical consolidated balance sheet data of Vaso presented below as of March31, 2024, December 31, 2023 and 2022 have been derived from Vaso’s consolidated financial statements included elsewhere in this proxy statement.

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

Statements of Income Statement Data (in thousands, except per share data):

Income Statement Data:	Three MonthsEndedMarch 31, 2024			Year Ended December 31,2023			Year EndedDecember 31,2022
Revenue	$	18,738		$	81,024		$	79,294
Income (Loss) from operations		(1,468	)		4,195			6,454
Interest Expense		(3	)		(50	)		(44	)
Net Income (Loss)		(1,173	)		4,805			11,294
Weighted average common shares outstanding, basic		175,119			174,441			173,065
Weighted average common shares outstanding, diluted		175,119			175,541			174,656
Income (Loss) per share, basic		(0.01	)		0.03			0.07
Income (Loss) per share, diluted	$	(0.01	)	$	0.03		$	0.06

Statements of Balance Sheet Data (in thousands):

Balance Sheet Data:	As of March 31, 2024		As ofDecember 31,2023		As ofDecember 31,2022
Total current assets	$	38,998	$	45,099	$	40,990
Total assets		69,444		75,757		71,645
Total liabilities		43,866		48,914		49,578
Total Stockholders’ Equity		25,578		26,843		22,067
Total liabilities and Stockholders’ Equity		69,444		75,757		71,645

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

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

The unaudited pro forma condensed combined financial statements are based on the Achari historical financial statements and Vaso historical financial statements as adjusted to give effect to the Transactions. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated on March31, 2024 (except for the redemptions which took place in connection with the Special Meeting, as discussed below). The unaudited pro forma condensed combined statement of operations for the three months ended March31, 2024 and for the year ended December 31, 2023 gives effect to the Transactions as if they had occurred on January 1, 2023, the beginning of the earliest period presented.

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

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

The unaudited pro forma condensed combined balance sheet as of March31, 2024 has been prepared using, and should be read in conjunction with, the following:

•Achari’s unaudited balance sheet as of March31, 2024 and the related notes included elsewhere in this joint proxy statement/prospectus; and

•Vaso’s unaudited balance sheet as of March31, 2024 and the related notes included elsewhere in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the three months ended March31, 2024 has been prepared using, and should be read in conjunction with, the following:

•Achari’s unaudited statement of operations for the three months ended March31, 2024 and the related notes included elsewhere in this joint proxy statement/prospectus; and

•Vaso’s unaudited statement of operations for the three months ended March31, 2024 and the related notes included elsewhere in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 has been prepared using, and should be read in conjunction with, the following:

•Achari’s audited statement of operations for the year ended December31, 2023, and the related notes included elsewhere in this proxy statement; and

•Vaso’s audited statement of operations for the year ended December31, 2023, and the related notes included elsewhere in this proxy statement.

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

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Although the unaudited pro forma combined financial information is presented on the assumption that the Reverse Stock Split does not occur, the effect of the Reverse Stock Split on pro forma earnings per share is disclosed in Note 4 of “Notes to Unaudited Pro Form Condensed Combined Financial Information” below. Achari and Vaso have made this assumption as they each deem the likelihood of a Reverse Stock Split as uncertain. For further information with respect to the assumption as to why a Reverse Stock Split does not occur, see the section entitled “Share Calculations and Ownership Percentages”. As set out in the section entitled “Share Calculations and Ownership Percentages”, the Reverse Stock Split will not be necessary if the trading price exceeds $4.00 (taking into account the exchange ratio as set out in the Business Combination Agreement). The Reverse Stock Split will be necessary if the current trading price of the Vaso Common Stock does not increase prior to the Business Combination. Vaso believes 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. This belief may be misplaced. Vaso cannot guarantee that the market price of its 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.

Description of the Business Combination

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

Redemption of shares

On December 18, 2023, Achari held a Special Meeting, at which its shareholders voted to extend the date by which Achari must complete a business combination from January 19, 2024 to July 19, 2024. Holders of common shares had the right to have Achari redeem their shares for cash in an amount equal to the pro rata portion of cash and investments in the Trust Account, which had a balance of approximately $7.0 million as of the date of the Special Meeting. Stockholders holding 87,380shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.0 million (approximately $10.89 per share) was utilized from the Trust Account to pay such redeeming shareholders.

On July16, 2024, Achari held a special meeting (the “July 2024 Special Meeting”), at which its shareholders voted to extend the date by which Achari must complete a business combination from July19, 2024 to October19, 2024. Holders of common shares had the right to have Achari redeem their shares for cash in an amount equal to the pro-rata portion of cash and investments then held in the Trust Account, which had a balance of approximately $3.6million at the conclusion of the July 2024 Special Meeting. Stockholders holding 241,931shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account in connection with the July 2024 Special Meeting. As a result, approximately $2.8million (or approximately $11.48 per share) was withdrawn from the Trust Account to pay such redeeming shareholders following the July 2024 Special Meeting.

Accounting for the Business Combination

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

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

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Basis of Pro Forma Presentation

Although the unaudited pro forma combined financial information is presented on the assumption that the Reverse Stock Split does not occur, the effect of the Reverse Stock Split on pro forma earnings per share is disclosed in Note 4 of “Notes to Unaudited Pro Form Condensed Combined Financial Information” below. Achari and Vaso have made this assumption as they each deem the likelihood of a Reverse Stock Split as uncertain. For further information with respect to the assumption as to why a Reverse Stock Split does not occur, see the section entitled “Share Calculations and Ownership Percentages”.

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

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

•Assuming Maximum Redemptions (Scenario 2):    This presentation assumes that a maximum of 309,010 Public Shares issued and outstanding as of the Closing are redeemed at a redemption price of $11.24 per share as of March31, 2024.

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

	Pro Forma Combined (Assuming No Redemptions) Ownership in shares	Ownership %		Pro Forma Combined (Assuming Maximum Redemptions) Ownership in shares	Ownership %
Achari Public Stockholders	309,010	1.7	%	—	0.0	%
Achari Initial Stockholders	468,750	2.6	%	468,750	2.6	%
Vaso Stockholders	17,600,000	95.8	%	17,600,000	97.4	%
Pro forma New Vaso Common Stock at March 31, 2024	18,377,760	100.0	%	18,068,750	100.0	%

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024
(in thousands, except share and per share amounts)

	March 31, 2024				Scenario 1 Assuming No Redemptions						Scenario 2 Assuming Maximum Redemption
	Achari (Historical)		Vaso (Historical)		Transaction Accounting Adjustments			Note	Pro Forma Combined		Transaction Accounting Adjustments			Note	Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	11	$	19,536		3,418		A,I	$	16,762		(882	)	D,F	$	13,345
						(3,500	)	B				(3,500	)	B
						(882	)	D,F				(1,820	)	E
						(1,820	)	E
Short-term investments		—		4,235						4,235						4,235
Accounts and other receivables, net of an allowance for credit losses and commission adjustments of $9,508		—		7,465						7,465						7,465
Receivables due from related parties		—		1,053						1,053						1,053
Inventories, net		—		1,566						1,566						1,566
Deferred commission expense		—		3,367						3,367						3,367
Prepaid expenses and other current assets		64		1,776						1,840						1,840
Total current assets		74		38,998		(2,784	)			36,288		(6,202	)			32,870
Property and equipment, net of accumulated depreciation of $10,456		—		1,302						1,302						1,302
Operating lease right of use assets		—		1,826						1,826						1,826
Goodwill		—		15,562						15,562						15,562
Cash held in Trust Account		6,195		—		(6,195	)	A,I		—		(6,195	)	I		—
Intangibles, net		—		1,424						1,424						1,424
Other assets, net		—		4,724						4,724						4,724
Investment in EECP Global		—		652						652						652
Deferred tax assets, net		—		4,956						4,956						4,956
Total assets	$	6,269	$	69,444	$	(8,979	)		$	66,734	$	(12,397	)		$	63,316
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	—	$	2,976					$	2,976					$	2,976
Accrued commissions		—		326						326						326
Accrued expenses and other liabilities		3,580		4,904		346		D		9,146		346		D		9,146
						66		H				66		H
						250		L				250		L
Finance lease liabilities – current		—		75						75						75
Operating lease liabilities – current		—		887						887						887
Sales tax payable		—		685						685						685
Income taxes payable		11		—		(11	)	D		—		(11	)	D		—
Franchise tax payable		—		—		—		D		—		—		D		—
Excise tax liability		392		—		(392	)	D		—		(392	)	D		—
Deferred revenue – current portion		—		17,272						17,272						17,272
Notes payable – current portion		—		147						147						147
Note payable – related parties		826		—		(826	)	F		—		(826	)	F		—
Convertible note payable		—		—		—		F		—		—		F		—
Total current liabilities		4,808		27,275		(566	)			31,517		(566	)			31,517
LONG-TERM LIABILITIES
Notes payable, net of current portion		—		4						4						4
Finance lease liabilities, net of current portion		—		5						5						5
Operating lease liabilities, net of current portion		—		938						938						938
Deferred revenue, net of current portion		—		14,157						14,157						14,157
Derivative warrant liabilities		175		—		(160	)	K		15		(160	)	K		15
Deferred underwriting fee payable		3,500		—		(3,500	)	B		—		(3,500	)	B		—
Put option liability		—		—		3,750		J		3,750		3,750		J		3,750
Other long-term liabilities		—		1,487						1,487						1,487
Total long-term liabilities		3,675		16,591		90				20,356		90				20,356

48

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024 — (Continued)
(in thousands, except share and per share amounts)

	March 31, 2024						Scenario 1 Assuming No Redemptions							Scenario 2 Assuming Maximum Redemption
	Achari (Historical)			Vaso (Historical)			Transaction Accounting Adjustments			Note	Pro Forma Combined			Transaction Accounting Adjustments			Note	Pro Forma Combined
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption: 550,941 shares at redemption value of $11.24		6,195						(6,195	)	I		—			(6,195	)	I		—
STOCKHOLDERS’ EQUITY
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued or outstanding (Achari)		—										—							—
Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued or outstanding (Vaso)					—							—							—
Common stock – Class A (Vaso Holding Corporation) $0.0001 par value; 100,000,000 authorized								2		G		2			2		G		2
								0		I					—		I
								0		C					0		C
Common stock – Class B (Vaso Holding Corporation) $0.0001 par value; 10,000,000 authorized								—				—			—				—
Common stock, $.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding (excluding 550,941 shares subject to possible redemption) (Achari)		0						(0	)	C		—			(0	)	C		—
Common stock, $.001 par value; 250,000,000 shares authorized; 185,627,383 shares issued; 175,319,296 shares outstanding (Vaso)					186			1		H		—			1		H		—
								(187	)	G					(187	)	G
Additional paid-in capital		—			64,002			(3,750	)	J		53,549			(3,750	)	J		50,132
								103		H					103		H
								3,418		I					—		I
								185		G					185		G
								(8,409	)	C					(8,409	)	C
								(2,000	)	G					(2,000	)	G
Accumulated deficit		(8,409	)		(36,205	)		(1,820	)	E		(38,285	)		(1,820	)	E		(38,285	)
								(170	)	H					(170	)	H
								8,409		C					8,409		C
								160		K					160		K
								(250	)	L					(250	)	L
Accumulated other comprehensive loss		—			(405	)						(405	)						(405	)
Treasury stock, at cost, 10,308,087 shares		—			(2,000	)		2,000		G		—			2,000		G		—
Total stockholders’ equity		(8,409	)		25,578			(2,308	)			14,861			(5,726	)			11,443
	$	6,269		$	69,444		$	(8,979	)		$	66,734		$	(12,397	)		$	63,316

See accompanying notes to the unaudited pro forma condensed combined financial statements.

49

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024
(in thousands, except share and per share amounts)

	For the three months ended March 31, 2024				Scenario 1 Assuming No Redemption				Scenario 2 Assuming Maximum Redemption
	Achari (Historical)		Vaso (Historical)		Transaction Accounting Adjustments	Note	Pro Forma Combined		Transaction Accounting Adjustments	Note	Pro Forma Combined
Revenues
Managed IT systems and services	$	—	$	10,153				10,153			$	10,153
Professional sales services		—		8,127				8,127				8,127
Equipment sales and services		—		458				458				458
Total revenues		—		18,738