UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2024
Achari Ventures Holdings Corp. I
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40906 | | 86-1671207 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
60 Walnut Avenue, Suite 400
Clark, NJ 07066
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (732) 340-0700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one share of common stock, par value $0.0001 per share, and one Redeemable Warrant | | AVHIU | | The Nasdaq Stock Market LLC |
| Common Stock, par value $0.0001 per share | | AVHI | | The Nasdaq Stock Market LLC |
| Redeemable Warrants | | AVHIW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed by Achari Ventures Holdings Corp. I, a Delaware company (the “Company”), on April 5, 2024, the Nasdaq Hearings Panel (the “Panel”) issued the Company a delisting determination notice related to the failure to consummate the Company’s previously announced proposed business combination with Vaso Corporation (the “Business Combination”) by the extended deadline of April 2, 2024 set forth by Nasdaq and related non-compliance with: (i) Nasdaq’s $50 million minimum “Market Value of Listed Securities” requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A) and (ii) Nasdaq’s requirement to maintain a minimum of 400 total shareholders for continued listing set forth in Nasdaq Listing Rule 5450(a)(2). As a result, trading in the Company’s securities on The Nasdaq Global Market (“Nasdaq”) was suspended effective with the open of the market on April 9, 2024, and the Company’s securities are currently eligible to trade only on the OTC Markets system. In response to the delisting determination notice, the Company submitted an appeal to the Nasdaq Listing and Hearing Review Council (the “Listing Council”) on April 19, 2024.
On June 20, 2024, after review of certain supporting memorandum submitted on behalf of the Company and the Panel, the Listing Council affirmed the decision of the Panel, finding that (i) the Panel appropriately decided to move to delist the Company’s securities because the Company was not able to comply with the terms of the Panel decision and the Panel had exhausted its ability to provide the Company with additional extensions of time, (ii) the Company’s compliance plan was dependent on completion of the Business Combination, which had not yet occurred at the time such delisting determination was made and (iii) that the Company missed certain compliance milestones related to the compliance plan provided to the Company by Nasdaq. On July 25, 2024 the Board of Directors of Nasdaq declined to call the Listing Council’s decision for review. As a result, the Company expects that a Form 25-NSE will be filed with the Securities and Exchange Commission by Nasdaq and the Company’s securities will be delisted. When the Company’s securities are delisted, the Company intends to proceed with its efforts to consummate the Business Combination. However, Nasdaq approval of the Company’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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACHARI VENTURES HOLDINGS CORP. I | |
| | | |
| Dated: July 30, 2024 | |
| | | |
| By: | /s/ Vikas Desai | |
| Name: | Vikas Desai | |
| Title: | Chief Executive Officer | |
