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Achari Ventures I(AVHI) - 2024 Q2 - Quarterly Report
2024-08-13 20:31
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______ to______ Commission File No. 001-40906 ACHARI VENTURES HOLDINGS CORP. I (Exact name of registrant as specified in its charter) | --- | --- | |----------- ...
Vaso Corporation Announces the Effectiveness of the Achari Ventures Holdings Corp. I Registration Statement on Form S-4
Newsfilter· 2024-08-07 13:30
A significant milestone for Vaso's Listing on NASDAQ Vaso Stockholders Meeting Scheduled for August 26, 2024 to Approve Business Combination with Achari PLAINVIEW, N.Y., Aug. 07, 2024 (GLOBE NEWSWIRE) -- Vaso Corporation ("Vaso" or the "Company") (OTCQX:VASO) announced that on August 5, 2024, the U.S. Securities and Exchange Commission ("SEC") declared effective the Achari Ventures Holdings Corp. I ("Achari") (NASDAQ:AVHI) Registration Statement on Form S-4, as amended (the "Registration Statement"), filed ...
SHAREHOLDER ALERT: The M&A Class Action Firm Investigates Merger of Achari Ventures Holdings Corp. – AVHI
GlobeNewswire News Room· 2024-07-16 21:18
NEW YORK, July 16, 2024 (GLOBE NEWSWIRE) -- Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating Achari Ventures Holdings Corp. (OTC: AVHI), relating to its proposed merger/business combination with Vaso Corporation, as to whether the merger is fair to Achari Ventures stockholders. C ...
SHAREHOLDER ALERT: The M&A Class Action Firm Investigates Merger of Achari Ventures Holdings Corp. - AVHI
Prnewswire· 2024-07-15 23:55
Core Viewpoint - Monteverde & Associates PC is investigating the proposed merger between Achari Ventures Holdings Corp. and Vaso Corporation to determine its fairness to Achari Ventures stockholders [1] Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1] - The firm is headquartered in the Empire State Building, New York City [1] - Monteverde & Associates PC has a successful track record in recovering money for shareholders through litigation [1] Group 2: Legal Investigation - The firm is currently investigating Achari Ventures Holdings Corp. (OTC: AVHI) regarding its merger with Vaso Corporation [1] - The investigation aims to assess whether the merger is fair to Achari Ventures stockholders [1] Group 3: Contact Information - For concerns or additional information, shareholders can contact Juan Monteverde, Esq. via email or telephone [2] - The firm emphasizes that no company, director, or officer is above the law [2]
Achari Ventures I(AVHI) - 2024 Q1 - Quarterly Report
2024-05-15 20:43
Business Combination - Achari Ventures Holdings Corp. I entered into a business combination agreement with Vaso Corporation, anticipated to close in Q2 2024, with a valuation of $176 million [123][126]. - Each Vaso Share will convert into Achari Shares based on an exchange ratio calculated from the total valuation and fully-diluted shares of Vaso [126]. - The Vaso Business Combination Agreement has been approved by the boards of directors of Achari, Vaso, and Merger Sub [124]. - The Vaso Business Combination is subject to various closing conditions, including stockholder approval and regulatory compliance [128]. - Support agreements have been signed by security holders representing 44% of Vaso's outstanding shares, committing to vote in favor of the business combination [139]. - The company has the option to extend the deadline for consummating its initial Business Combination by an additional six months, now set to January 19, 2024 [149]. - The Company was granted an extension until April 2, 2024, to complete the Vaso Business Combination, which is necessary for regaining compliance with Nasdaq's initial listing requirements [160]. Financial Performance - The company has not generated any operating revenues to date and does not expect to until after completing an initial Business Combination [140]. - For the three months ended March 31, 2024, the company reported a net loss of $530,117, a decrease from a net loss of $946,841 for the same period in 2023, representing a 44% improvement year-over-year [141]. - General and administrative expenses for Q1 2024 were $508,544, down from $925,964 in Q1 2023, indicating a 45% reduction [141]. - As of March 31, 2024, the company had $6,194,997 in the Trust Account, intended for the completion of the initial Business Combination [144]. - The company had cash of $10,524 outside the Trust Account as of March 31, 2024, to fund operational activities related to identifying target businesses [145]. - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit [142]. - The company anticipates generating non-operating income from interest on proceeds held in a U.S.-based trust account [140]. - The Sponsor will forfeit certain Achari Shares and warrants, retaining 750,000 Achari Shares and 1,000,000 private placement warrants post-combination [132]. - The Company has deferred underwriting commissions of $3.5 million that will be payable only upon the completion of an initial Business Combination [163]. Compliance and Regulatory Issues - The company is currently appealing a delisting determination from Nasdaq, with trading now occurring only on the OTC Markets system [154]. - The Company received a letter from Nasdaq on January 22, 2023, indicating non-compliance with Listing Rule 5450(b)(2)(B) due to having less than 1,100,000 publicly held shares, and was granted an extension until July 21, 2023, to regain compliance [155]. - On August 7, 2023, the Company regained compliance with Listing Rule 5450(b)(2)(B) after transferring certain Founder Shares [155]. - The Company was notified on February 24, 2023, of non-compliance with Listing Rule 5450(b)(2)(C) due to a market value of publicly held shares below $15 million, but regained compliance by August 7, 2023 [156]. - The Company faced non-compliance with Listing Rule 5250(c)(1) for delays in filing its Form 10-K and Form 10-Q, but regained compliance shortly after filing on April 25, 2023, and June 1, 2023, respectively [157]. - On March 23, 2023, the Company was notified of non-compliance with the $50 million Market Value of Listed Securities requirement, and received a delisting determination letter on October 3, 2023 [159]. Internal Controls and Risk Management - As of March 31, 2024, the company identified a material weakness in internal controls over financial reporting related to accounting and valuation for complex financial instruments and EPS disclosure [173]. - Management is dedicating significant resources to remediate internal control weaknesses and enhance processes for applying accounting standards [174]. - The company plans to improve access to accounting literature and increase communication with third-party professionals regarding complex accounting applications [174]. - There have been no changes in internal control over financial reporting that materially affected the company's internal controls during the most recently completed fiscal quarter [176]. - The company acknowledges that disclosure controls and procedures can only provide reasonable assurance, not absolute assurance, against errors and fraud [175]. - No legal proceedings are currently pending against the company [178]. - There have been no material changes to the risk factors disclosed in the company's Annual Report or other SEC filings as of the date of this Quarterly Report [178]. Financial Position - As of March 31, 2024, the company had no borrowings under Working Capital Loans, indicating a stable financial position [146]. - The Company has no off-balance sheet arrangements or long-term debt obligations as of March 31, 2024 [161]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [164]. - The Company accounts for warrants based on their specific terms, with Public Warrants qualifying for equity treatment and Private Placement Warrants for liability treatment [171].
Achari Ventures I(AVHI) - 2023 Q4 - Annual Report
2024-03-29 21:20
Business Combination Requirements - Achari must complete its initial Business Combination by July 19, 2024, or it will cease operations and redeem public shares at $10.15 each[115]. - Achari's compliance with Nasdaq's initial listing requirements post-Vaso Business Combination is critical and more rigorous than continued listing requirements[122]. - Achari must meet Nasdaq's initial listing requirements, including a stock price of at least $4.00 per share and stockholders' equity of at least $5.0 million[131]. - The company is required to complete the proposed Vaso Business Combination by July 19, 2024, or face liquidation[252]. - If the Vaso Business Combination is not completed, public shareholders will receive a cash redemption at a per-share price based on the amount in the Trust Account, minus up to $100,000 for dissolution expenses[253]. - The company intends to complete its initial Business Combination by acquiring a target business that may be complex and require significant operational improvements[297]. Compliance and Listing Issues - Achari has regained compliance with Nasdaq's Listing Rule 5450(b)(2)(B) regarding publicly held shares, which requires at least 1,100,000 shares[125]. - Achari has been granted an extension until April 2, 2024, to cure deficiencies related to Nasdaq's continued listing requirements, including the Market Value of Listed Securities[129]. - Achari's securities may face delisting if compliance with Nasdaq's standards is not achieved, impacting liquidity and trading price[122]. - Failure to meet Nasdaq's initial listing requirements may lead to delisting, negatively impacting the price and liquidity of Achari's securities[133]. - Nasdaq granted an extension until April 2, 2024, for Achari to cure existing continued listing deficiencies[132]. Financial Risks and Shareholder Concerns - If Achari fails to complete the initial Business Combination, public stockholders may receive less than $10.15 per share upon redemption[114]. - Stockholders' ability to redeem shares for cash may limit Achari's financial condition attractiveness to potential business combination targets[144]. - The proceeds held in the Trust Account could be reduced, leading to a per-share redemption amount of less than $10.15 for stockholders[182]. - If the Trust Account funds are reduced below $10.15 per share, stockholders may receive a lesser amount upon redemption[186]. - The company may incur substantial debt to complete an initial Business Combination, which could negatively impact financial condition and stockholder value[236]. - Stockholders may receive less than $10.15 per share upon liquidation under certain circumstances[222]. Conflicts of Interest - The Sponsor acquired Founder Shares for $25,000, approximately $0.009 per share, potentially incentivizing riskier business combinations[139]. - Initial stockholders may exert substantial influence on actions requiring a stockholder vote, potentially against the interests of other stockholders[222]. - The company may face conflicts of interest as key personnel negotiate employment agreements with the target business during the Business Combination process[276]. - The company has not adopted a policy prohibiting directors, officers, or affiliates from having financial interests in transactions, which may lead to conflicts of interest[292]. - The unexpected loss of key personnel could adversely affect the Company's operations and ability to complete the initial Business Combination[283]. Market and Economic Conditions - The ongoing COVID-19 pandemic and global events may adversely affect Achari's search for a Business Combination[159]. - The COVID-19 pandemic and global events, such as Russia's invasion of Ukraine, have adversely affected economies and financial markets, potentially impacting the business combination process[160]. - The increased number of SPACs seeking targets may lead to higher costs and challenges in finding attractive acquisition opportunities[174]. - The market for directors and officers liability insurance has become less favorable, with fewer insurance companies offering coverage and increased premiums, complicating the negotiation of initial business combinations[162]. Operational and Regulatory Risks - The company may face additional risks and costs if attempting to complete multiple Business Combinations simultaneously[241]. - The company may not have sufficient resources to protect against cyber incidents, which could lead to financial losses[247]. - The review process by CFIUS could delay the initial Business Combination, potentially leading to liquidation if not completed by July 19, 2024[235]. - The company may face complexities and uncertainties regarding tax obligations as a result of the initial Business Combination, which could adversely affect after-tax profitability[248]. - The company may not be able to uncover all material issues during due diligence, leading to potential write-offs or impairments post-acquisition[181]. Shareholder Rights and Protections - Stockholders may not have protections typically afforded to investors in blank check companies, as the company is exempt from certain SEC rules[170]. - The company is not required to obtain a fairness opinion, which may leave stockholders without assurance that the transaction price is fair[205]. - The absence of a specified maximum redemption threshold may allow the company to complete a Business Combination even if a majority of stockholders disagree[210]. - The company has agreed not to issue additional shares that would entitle holders to receive funds from the Trust Account prior to the initial Business Combination[306]. Trust Account and Redemption Issues - The company may face claims from third parties against the Trust Account, which could affect the funds available for initial Business Combination and redemptions[184]. - Funds in the Trust Account could potentially bear a negative interest rate, reducing per-share redemption amount below $10.15[309]. - The allocation of purchase price between public shares and redeemable warrants could be challenged by the IRS[308]. - The company may face adverse tax consequences if determined to be a personal holding company for U.S. federal income tax purposes[308].
Achari Ventures I(AVHI) - 2023 Q3 - Quarterly Report
2023-11-08 16:00
Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $688,427, primarily due to operating expenses of $581,054 and a change in fair value of warrant liabilities of $142,667 [98]. - For the nine months ended September 30, 2023, the company had a net loss of $2,179,935, with operating expenses totaling $2,257,753, including legal and professional charges of $1,836,206 related to De-SPAC activities [98]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [97]. Cash and Securities - As of September 30, 2023, the company had cash and marketable securities held in the Trust Account amounting to $6,860,609, intended for use in completing a Business Combination [102]. - As of September 30, 2023, the company had cash of $18,810 outside the Trust Account, primarily for identifying and evaluating target businesses [103]. - A deposit of $31,916 was made into the Trust Account on October 19, 2023, bringing the total in the Trust Account to approximately $6,892,525 [112]. Initial Public Offering - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units [100]. - The company incurred offering costs of $6,101,730 related to the Initial Public Offering, which included $2,000,000 in underwriting fees [101]. Nasdaq Compliance - The company has received letters from Nasdaq regarding compliance with continued listing requirements, with a notification on August 7, 2023, confirming regained compliance [115]. - The Company regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its Annual Report on Form 10-K for the year ended December 31, 2022 [116]. - The Company also regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 [117]. - The Company regained compliance with Nasdaq Listing Rule 5450(b)(2)(B) after addressing the issue of not maintaining 1,100,000 publicly held shares [118]. - As of October 3, 2023, the Company's Market Value of Listed Securities (MVLS) was below the $50,000,000 minimum requirement for 30 consecutive trading days, leading to a delist determination [119]. - The Company has requested a hearing scheduled for December 7, 2023, to present its plan of compliance regarding Nasdaq listing standards [120]. Internal Controls and Debt - The Company reported having no off-balance sheet arrangements as of September 30, 2023 [121]. - The Company has no long-term debt or capital lease obligations, with deferred underwriting commissions of $3,500,000 contingent upon completing a Business Combination [123]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions [124]. - As of September 30, 2023, the Company had a material weakness in internal controls over financial reporting related to accounting for complex financial instruments [132]. - There were no changes in internal controls over financial reporting that materially affected the Company during the most recently completed fiscal quarter [134]. Business Combination - The company exercised a Monthly Extension Option on October 16, 2023, extending the time to consummate a Business Combination to November 19, 2023 [111].
Achari Ventures I(AVHI) - 2023 Q2 - Quarterly Report
2023-08-28 16:00
Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $544,667, primarily due to operating expenses of $750,735[106]. - For the six months ended June 30, 2023, the company had a net loss of $1,491,508, with operating expenses totaling $1,676,699[107]. - As of June 30, 2023, the Company reported no dilutive securities, resulting in diluted loss per share being the same as basic loss per share[130]. Initial Public Offering - The company generated gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units at $10.00 per unit[109]. - The company incurred offering costs of $6,101,730 related to the Initial Public Offering, including $2,000,000 in underwriting fees[110]. Trust Account and Cash Position - As of June 30, 2023, the company had cash and marketable securities in the Trust Account amounting to $10,959,523[111]. - Following a shareholder redemption, the Trust Account balance was approximately $6,703,560.84 after redeeming 381,144 shares at an approximate price of $10.50 per share[117]. - The company intends to use funds in the Trust Account primarily to complete a Business Combination and for working capital of the target business[111]. Debt and Compliance - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[123]. - The company has no borrowings under Working Capital Loans as of June 30, 2023[113]. - The company has received letters from Nasdaq regarding compliance with listing requirements, but regained compliance under Listing Rule 5450(b)(2)(C) as of August 7, 2023[119]. Company Classification and Accounting - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[125]. - The Company has elected to delay the adoption of new or revised accounting standards, which may result in its financial statements being less comparable to those of non-emerging growth companies[126]. - Common Stock subject to possible redemption is classified as temporary equity, and its carrying value is adjusted to equal the redemption value at the end of each reporting period[129]. - Public Warrants qualify for equity accounting treatment, while Private Placement Warrants are classified as liabilities[131].
Achari Ventures I(AVHI) - 2023 Q1 - Quarterly Report
2023-05-25 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40906 ACHARI VENTURES HOLDINGS CORP. I (Exact name of registrant as specified in its charter) Delaware 86-1671207 (S ...
Achari Ventures I(AVHI) - 2022 Q4 - Annual Report
2023-04-24 16:00
Table of Contents Title of each className of each exchange on which registered Units, each consisting of one share of Common Stock and one Warrant to acquire three-quarters of one share of Common Stock THE NASDAQ STOCK MARKET LLC Common Stock, par value $0.0001 per share THE NASDAQ STOCK MARKET LLC Warrants THE NASDAQ STOCK MARKET LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th ...