UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 23, 2024
VASO CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-18105 | 11-2871434 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
137 Commercial St., Suite 200, Plainview, New York 11803
(Address of Principal Executive Offices and Zip Code)
(516) 997-4600
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||
| Common Stock | Vaso | OTCQX |
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 (see General Instruction A.2. below):
| ☒ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Exchange Act (17 CFR §240.12b-2).
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 8.01. Other Events.
On August 7, 2024, Vaso Corporation (“Vaso”) filed a Definitive Proxy Statement on Schedule 14A covering, among other topics, a proposed business combination (the “Business Combination”) as described therein involving Vaso, Achari Ventures Holdings Corp. I (“Achari”) and Achari Merger Sub, Inc. On August 14, 2024, Achari filed its periodic report on Form 10-Q containing its unaudited financial statements for the three and six months ended June 30, 2024. On August 14, 2024, Vaso filed its periodic report on Form 10-Q containing its unaudited financial statements for the three and six months ended June 30, 2024.
Included in this Current Report on Form 8-K as Exhibit 99.1 are unaudited pro forma condensed financial information for the six months ended June 30, 2024 and the year ended December 31, 2023, assuming the completion of the Business Combination and the related transactions as if they had occurred on January 1, 2023.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that Vaso and Achari would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Business Combination.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma condensed combined financial information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Dated: August 23, 2024
| VASO CORPORATION | ||
| By: | /s/ Jun Ma | |
| Name: | Jun Ma | |
| Title: | Chief Executive Officer and President | |
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