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):
August 28, 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 8.01. Other Events.
On August 1, 2024, Achari
Ventures Holdings Corp. I (the “Company”) filed a Definitive Proxy Statement on Form S-4, as supplemented and amended to date,
covering, among other topics, a proposed business combination (the “Business Combination”) as described therein involving
Vaso Corporation, a Delaware corporation (“Vaso”) and Achari Merger Sub, Inc. On August 13, 2024, the Company 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 the Company and Vaso 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.
Participants in the Solicitation
The Company and certain of its directors and executive
officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect
of the proposals to be considered and voted on at the Special Meeting. Information concerning the interests of the directors and executive
officers of the Company is set forth in the Definitive Proxy Statement which may be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information
The Company has filed with the SEC the Definitive
Proxy Statement in connection with the Special Meeting to consider and vote upon certain proposals and, beginning on August 8, 2024, mailed
the Definitive Proxy Statement and other relevant documents to its stockholders as of the August 8, 2024 record date for the Special Meeting.
The Company’s stockholders and other interested persons are advised to read the Definitive Proxy Statement and all supplemental
materials and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation
of proxies for the Special Meeting because these documents will contain important information about the Company, the proposals and related
matters. Stockholders may also obtain a free copy of the Definitive Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Morrow Sodali
LLC, at (203) 658-9400 (call collect), (800) 662-5200 (call toll-free), or by sending an email to AVHI.info@investor.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K (“Current
Report”) may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Statements regarding the approval of certain proposals at the Special meeting or the implementation
of the Extension Proposals, possible business combinations and the financing thereof, and related matters, as well as all other statements
other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report,
words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial
public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this Current Report, except as required by law.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are
provided as part of this Current Report on Form 8-K:
(d) Exhibits:
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: August 28, 2024 |
|
|
| |
|
|
| |
By: |
/s/ Vikas Desai |
| |
Name: |
Vikas Desai |
| |
Title: |
Chief Executive Officer |
3
Exhibit 99.1
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 June 30, 2024 (except for the redemptions which took place in connection with the Special Meeting,
as discussed below). The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 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 combined company 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 combined company. Achari and Vaso entered into a working
capital agreement prior to the Business Combination. Accordingly, a pro forma adjustment was required to eliminate this activity between
the companies.
The unaudited pro forma condensed
combined balance sheet as of June 30, 2024 has been prepared using, and should be read in conjunction with, the following:
| ● | Achari’s unaudited balance sheet as of June 30, 2024
and the related notes included in Achari’s current report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the
“SEC”) on August 13, 2024 (the “Achari June 30 10-Q”); and |
| ● | Vaso’s unaudited condensed consolidated balance sheet
as of June 30, 2024 and the related notes included current report on Form 10-Q filed with the SEC on August 14, 2024 (the “Vaso
June 30 10-Q”). |
The unaudited pro forma condensed
combined statement of operations for the six months ended June 30, 2024 has been prepared using, and should be read in conjunction with,
the following:
| ● | Achari’s unaudited statement of operations for the
six months ended June 30, 2024 and the related notes included in the Achari June 30 10-Q; and |
| ● | Vaso’s unaudited condensed consolidated statement of
operations for the six months ended June 30, 2024 and the related notes included in the Vaso June 30 10-Q. |
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 December 31, 2023 and the related notes included in the joint proxy statement/prospectus filed on Form 424 with the SEC on August
8, 2024 (the “Proxy Statement/Prospectus”); and |
| ● | Vaso’s audited consolidated statement of operations
for the year ended December 31, 2023 and the related notes included in the Proxy Statement/Prospectus. |
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 in the Proxy Statement/Prospectus,
including the Business Combination Agreement and the descriptions of certain items thereof set forth in the Proxy Statement/Prospectus.
Although the unaudited pro
forma combined financial information is presented on the assumption that the Reverse Stock Split described in the section entitled “Proposal
4: The Reverse Stock Split Proposal” 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” in
the Proxy Statement/Prospectus. As set out in such 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. Achari and Vaso 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. This belief may be misplaced. Neither Achari nor Vaso can guarantee that the market price of Vaso’s 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 87,380 shares 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 July 16, 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 July 19, 2024 to October 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
$6.3 million as of the date of the Special Meeting. Stockholders holding 241,931 shares 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 $2.8 million (approximately $11.48 per
share) was utilized 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 the Combined Company, Vaso will comprise all of the ongoing operations of the Combined Company, Vaso directors will be the governing
body of the Combined Company, and Vaso’s senior management will comprise all of the senior management of the Combined Company. 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.
Basis of Pro Forma Presentation
Although the unaudited pro
forma combined financial information is presented on the assumption that the Reverse Stock Split described in the section entitled “Proposal
4: The Reverse Stock Split Proposal” in the Proxy Statement/Prospectus 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” in the Proxy Statement/Prospectus.
The unaudited pro forma combined
financial information included herein 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 $11.51
per share as of June 30, 2024. |
The following table illustrates
estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the two
levels of redemptions by the Public Stockholders and the following assumptions:
| | |
Pro Forma | | |
| | |
Pro Forma | | |
| |
| | |
Combined | | |
| | |
Combined | | |
| |
| | |
(Assuming
current
Redemptions) | | |
| | |
(Assuming
Maximum
Redemptions) | | |
| |
| | |
Ownership | | |
Ownership | | |
Ownership | | |
Ownership | |
| | |
in shares | | |
% | | |
in shares | | |
% | |
| 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 Combined Company Common Stock at June 30, 2024 | |
| 18,377,760 | | |
| 100.0 | % | |
| 18,068,750 | | |
| 100.0 | % |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
AS OF JUNE 30, 2024
(in thousands, except share and per share amounts)
| | |
| | |
| | |
Scenario 1 | | |
Scenario 2 | |
| | |
| | |
| | |
Current redemptions | | |
Assuming Maximum Redemption | |
| | |
June 30, 2024 | | |
Transaction | | |
| |
Pro | | |
Transaction | | |
| |
Pro | |
| | |
Achari | | |
Vaso | | |
Accounting | | |
| |
Forma | | |
Accounting | | |
| |
Forma | |
| | |
(Historical) | | |
(Historical) | | |
Adjustments | | |
Note | |
Combined | | |
Adjustments | | |
Note | |
Combined | |
| ASSETS | |
| | |
| | |
| | |
| |
| | |
| | |
| |
| |
| CURRENT ASSETS | |
| | |
| | |
| | |
| |
| | |
| | |
| |
| |
| Cash and cash equivalents | |
$ | 6 | | |
$ | 25,652 | | |
| 3,564 | | |
A,I | |
$ | 23,285 | | |
| (557 | ) | |
D,F | |
$ | 19,721 | |
| | |
| | | |
| | | |
| (3,500 | ) | |
B | |
| | | |
| (3,500 | ) | |
B | |
| | |
| | |
| | | |
| | | |
| (557 | ) | |
D,F | |
| | | |
| (1,880 | ) | |
E | |
| | |
| | |
| | | |
| | | |
| (1,880 | ) | |
E | |
| | | |
| | | |
| |
| | |
| Short-term investments | |
| - | | |
| - | | |
| | | |
| |
| - | | |
| | | |
| |
| - | |
| Accounts and other receivables, net of an allowance for credit losses and commission adjustments of $9,615 | |
| - | | |
| 7,213 | | |
| | | |
| |
| 7,213 | | |
| | | |
| |
| 7,213 | |
| Receivables due from related parties | |
| - | | |
| 1,098 | | |
| | | |
| |
| 1,098 | | |
| | | |
| |
| 1,098 | |
| Inventories, net | |
| - | | |
| 1,218 | | |
| | | |
| |
| 1,218 | | |
| | | |
| |
| 1,218 | |
| Deferred commission expense | |
| - | | |
| 3,316 | | |
| | | |
| |
| 3,316 | | |
| | | |
| |
| 3,316 | |
| Prepaid expenses and other current assets | |
| 19 | | |
| 2,392 | | |
| (343 | ) | |
M | |
| 2,068 | | |
| (343 | ) | |
M | |
| 2,068 | |
| Total current assets | |
| 25 | | |
| 40,889 | | |
| (2,716 | ) | |
| |
| 38,198 | | |
| (6,280 | ) | |
| |
| 34,634 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Property and equipment, net of accumulated depreciation of $10,579 | |
| - | | |
| 1,423 | | |
| | | |
| |
| 1,423 | | |
| | | |
| |
| 1,423 | |
| Operating lease right of use assets | |
| - | | |
| 2,328 | | |
| | | |
| |
| 2,328 | | |
| | | |
| |
| 2,328 | |
| Goodwill | |
| - | | |
| 15,556 | | |
| | | |
| |
| 15,556 | | |
| | | |
| |
| 15,556 | |
| Cash held in Trust Account | |
| 6,342 | | |
| - | | |
| (6,342 | ) | |
A,I | |
| - | | |
| (6,342 | ) | |
I | |
| - | |
| Intangibles, net | |
| - | | |
| 1,489 | | |
| | | |
| |
| 1,489 | | |
| | | |
| |
| 1,489 | |
| Other assets, net | |
| - | | |
| 4,826 | | |
| | | |
| |
| 4,826 | | |
| | | |
| |
| 4,826 | |
| Investment in EECP Global | |
| - | | |
| 596 | | |
| | | |
| |
| 596 | | |
| | | |
| |
| 596 | |
| Deferred tax assets, net | |
| - | | |
| 4,956 | | |
| | | |
| |
| 4,956 | | |
| | | |
| |
| 4,956 | |
| Total assets | |
$ | 6,367 | | |
$ | 72,063 | | |
$ | (9,057 | ) | |
| |
$ | 69,372 | | |
$ | (12,622 | ) | |
| |
$ | 65,808 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| CURRENT LIABILITIES | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Accounts payable | |
$ | - | | |
$ | 2,953 | | |
| | | |
| |
$ | 2,953 | | |
| | | |
| |
$ | 2,953 | |
| Accrued commissions | |
| - | | |
| 937 | | |
| | | |
| |
| 937 | | |
| | | |
| |
| 937 | |
| Accrued expenses and other liabilities | |
| 4,158 | | |
| 5,080 | | |
| 687 | | |
D | |
| 10,291 | | |
| 687 | | |
D | |
| 10,291 | |
| | |
| | | |
| | | |
| 66 | | |
H | |
| | | |
| 66 | | |
H | |
| | |
| | |
| | | |
| | | |
| 300 | | |
L | |
| | | |
| 300 | | |
L | |
| | |
| Finance lease liabilities - current | |
| - | | |
| 62 | | |
| | | |
| |
| 62 | | |
| | | |
| |
| 62 | |
| Operating lease liabilities - current | |
| - | | |
| 1,074 | | |
| | | |
| |
| 1,074 | | |
| | | |
| |
| 1,074 | |
| Sales tax payable | |
| - | | |
| 704 | | |
| | | |
| |
| 704 | | |
| | | |
| |
| 704 | |
| Income taxes payable | |
| 23 | | |
| 90 | | |
| (23 | ) | |
D | |
| 90 | | |
| (23 | ) | |
D | |
| 90 | |
| Franchise tax payable | |
| 3 | | |
| - | | |
| (3 | ) | |
D | |
| - | | |
| (3 | ) | |
D | |
| - | |
| Excise tax liability | |
| 392 | | |
| - | | |
| (392 | ) | |
D | |
| - | | |
| (392 | ) | |
D | |
| - | |
| Deferred revenue - current portion | |
| - | | |
| 15,924 | | |
| | | |
| |
| 15,924 | | |
| | | |
| |
| 15,924 | |
| Notes payable - current portion | |
| - | | |
| 9 | | |
| | | |
| |
| 9 | | |
| | | |
| |
| 9 | |
| Note payable - related parties | |
| 826 | | |
| - | | |
| (826 | ) | |
F | |
| - | | |
| (826 | ) | |
F | |
| - | |
| Notes payable - other | |
| 343 | | |
| - | | |
| (343 | ) | |
D,M | |
| - | | |
| (343 | ) | |
D,M | |
| - | |
| Total current liabilities | |
| 5,745 | | |
| 26,836 | | |
| (534 | ) | |
| |
| 32,047 | | |
| (534 | ) | |
| |
| 32,047 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| LONG-TERM LIABILITIES | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Notes payable, net of current portion | |
| - | | |
| 1 | | |
| | | |
| |
| 1 | | |
| | | |
| |
| 1 | |
| Finance lease liabilities, net of current portion | |
| - | | |
| - | | |
| | | |
| |
| - | | |
| | | |
| |
| - | |
| Operating lease liabilities, net of current portion | |
| - | | |
| 1,254 | | |
| | | |
| |
| 1,254 | | |
| | | |
| |
| 1,254 | |
| Deferred revenue, net of current portion | |
| - | | |
| 15,776 | | |
| | | |
| |
| 15,776 | | |
| | | |
| |
| 15,776 | |
| Derivative warrant liabilities | |
| 207 | | |
| - | | |
| (178 | ) | |
K | |
| 29 | | |
| (178 | ) | |
K | |
| 29 | |
| 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 | |
| - | | |
| 1,475 | | |
| | | |
| |
| 1,475 | | |
| | | |
| |
| 1,475 | |
| Total long-term liabilities | |
| 3,707 | | |
| 18,506 | | |
| 72 | | |
| |
| 22,285 | | |
| 72 | | |
| |
| 22,285 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| REDEEMABLE COMMON STOCK | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Common stock subject to possible redemption: 550,941 shares at redemption value of $11.51 | |
| 6,342 | | |
| | | |
| (6,342 | ) | |
I | |
| - | | |
| (6,342 | ) | |
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; 185,689,050 shares issued; 175,380,963 shares outstanding (Vaso) | |
| | | |
| 186 | | |
| 1 | | |
H | |
| - | | |
| 1 | | |
H | |
| - | |
| | |
| | | |
| | | |
| (187 | ) | |
G | |
| | | |
| (187 | ) | |
G | |
| | |
| Additional paid-in capital | |
| - | | |
| 64,011 | | |
| (3,750 | ) | |
J | |
| 52,679 | | |
| (3,750 | ) | |
J | |
| 49,115 | |
| | |
| | | |
| | | |
| 95 | | |
H | |
| | | |
| 95 | | |
H | |
| | |
| | |
| | | |
| | | |
| 3,564 | | |
I | |
| | | |
| - | | |
I | |
| | |
| | |
| | | |
| | | |
| 185 | | |
G | |
| | | |
| 185 | | |
G | |
| | |
| | |
| | | |
| | | |
| (9,427 | ) | |
C | |
| | | |
| (9,427 | ) | |
C | |
| | |
| | |
| | | |
| | | |
| (2,000 | ) | |
G | |
| | | |
| (2,000 | ) | |
G | |
| | |
| Accumulated deficit | |
| (9,427 | ) | |
| (35,050 | ) | |
| (1,880 | ) | |
E | |
| (37,214 | ) | |
| (1,880 | ) | |
E | |
| (37,214 | ) |
| | |
| | | |
| | | |
| (162 | ) | |
H | |
| | | |
| (162 | ) | |
H | |
| | |
| | |
| | | |
| | | |
| 9,427 | | |
C | |
| | | |
| 9,427 | | |
C | |
| | |
| | |
| | | |
| | | |
| 178 | | |
K | |
| | | |
| 178 | | |
K | |
| | |
| | |
| | | |
| | | |
| (300 | ) | |
L | |
| | | |
| (300 | ) | |
L | |
| | |
| Accumulated other comprehensive loss | |
| - | | |
| (426 | ) | |
| | | |
| |
| (426 | ) | |
| | | |
| |
| (426 | ) |
| Treasury stock, at cost, 10,308,087 shares | |
| - | | |
| (2,000 | ) | |
| 2,000 | | |
G | |
| - | | |
| 2,000 | | |
G | |
| - | |
| Total stockholders’ equity | |
| (9,427 | ) | |
| 26,721 | | |
| (2,254 | ) | |
| |
| 15,040 | | |
| (5,818 | ) | |
| |
| 11,476 | |
| | |
$ | 6,367 | | |
$ | 72,063 | | |
$ | (9,057 | ) | |
| |
$ | 69,372 | | |
$ | (12,622 | ) | |
| |
$ | 65,808 | |
See accompanying notes to the unaudited pro forma
condensed combined financial statements.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(in thousands, except share and per share amounts)
| | |
| | |
| | |
Scenario 1 | | |
Scenario 2 | |
| | |
For the six months ended | | |
Current Redemptions | | |
Assuming Maximum Redemption | |
| | |
June 30, 2024 | | |
Transaction | | |
| |
Pro | | |
Transaction | | |
| |
Pro | |
| | |
Achari | | |
Vaso | | |
Accounting | | |
| |
Forma | | |
Accounting | | |
| |
Forma | |
| | |
(Historical) | | |
(Historical) | | |
Adjustments | | |
Note | |
Combined | | |
Adjustments | | |
Note | |
Combined | |
| Revenues | |
| | |
| | |
| | |
| |
| | |
| | |
| |
| |
| Managed IT systems and services | |
$ | - | | |
$ | 20,743 | | |
| | | |
| |
| 20,743 | | |
| | | |
| |
$ | 20,743 | |
| Professional sales services | |
| - | | |
| 17,237 | | |
| | | |
| |
| 17,237 | | |
| | | |
| |
| 17,237 | |
| Equipment sales and services | |
| - | | |
| 983 | | |
| | | |
| |
| 983 | | |
| | | |
| |
| 983 | |
| Total revenues | |
| - | | |
| 38,963 | | |
| - | | |
| |
| 38,963 | | |
| - | | |
| |
| 38,963 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Cost of revenues | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Cost of managed IT systems and services | |
| - | | |
| 11,968 | | |
| | | |
| |
| 11,968 | | |
| | | |
| |
| 11,968 | |
| Cost of professional sales services | |
| - | | |
| 3,685 | | |
| | | |
| |
| 3,685 | | |
| | | |
| |
| 3,685 | |
| Cost of equipment sales and services | |
| - | | |
| 242 | | |
| | | |
| |
| 242 | | |
| | | |
| |
| 242 | |
| Total cost of revenues | |
| - | | |
| 15,895 | | |
| - | | |
| |
| 15,895 | | |
| - | | |
| |
| 15,895 | |
| Gross profit | |
| - | | |
| 23,068 | | |
| - | | |
| |
| 23,068 | | |
| - | | |
| |
| 23,068 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Selling, general and administrative | |
| 1,395 | | |
| 22,907 | | |
| | | |
| |
| 24,302 | | |
| | | |
| |
| 24,302 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Franchise Tax | |
| 42 | | |
| | | |
| | | |
| |
| 42 | | |
| | | |
| |
| 42 | |
| Research and development | |
| - | | |
| 396 | | |
| | | |
| |
| 396 | | |
| | | |
| |
| 396 | |
| Business combination transaction costs | |
| | | |
| 238 | | |
| | | |
| |
| 238 | | |
| | | |
| |
| 238 | |
| Total operating expenses | |
| 1,437 | | |
| 23,541 | | |
| - | | |
| |
| 24,978 | | |
| - | | |
| |
| 24,978 | |
| Operating loss | |
| (1,437 | ) | |
| (473 | ) | |
| - | | |
| |
| (1,910 | ) | |
| - | | |
| |
| (1,910 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Other (expense) income | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Interest and financing costs | |
| - | | |
| (4 | ) | |
| | | |
| |
| (4 | ) | |
| | | |
| |
| (4 | ) |
| Interest and other income, net | |
| - | | |
| 585 | | |
| | | |
| |
| 585 | | |
| | | |
| |
| 585 | |
| Interest income on investments held in Trust Account | |
| 160 | | |
| - | | |
| (160 | ) | |
AA | |
| - | | |
| (160 | ) | |
AA | |
| - | |
| Change in fair value of warrants | |
| (99 | ) | |
| - | | |
| 85 | | |
BB | |
| (14 | ) | |
| 85 | | |
BB | |
| (14 | ) |
| Loss on disposal of fixed assets | |
| - | | |
| (2 | ) | |
| | | |
| |
| (2 | ) | |
| | | |
| |
| (2 | ) |
| Total other income, net | |
| 60 | | |
| 579 | | |
| (74 | ) | |
| |
| 565 | | |
| (74 | ) | |
| |
| 565 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Income (loss) before income taxes | |
| (1,377 | ) | |
| 106 | | |
| (74 | ) | |
| |
| (1,345 | ) | |
| (74 | ) | |
| |
| (1,345 | ) |
| Income tax expense | |
| (25 | ) | |
| (124 | ) | |
| 25 | | |
AA | |
| (124 | ) | |
| 25 | | |
AA | |
| (124 | ) |
| Net loss | |
| (1,401 | ) | |
| (18 | ) | |
| (50 | ) | |
| |
| (1,469 | ) | |
| (50 | ) | |
| |
| (1,469 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Net loss per common share | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| - basic and diluted | |
$ | (0.40 | ) | |
$ | (0.00 | ) | |
$ | 0.00 | | |
| |
$ | (0.08 | ) | |
$ | 0.16 | | |
| |
$ | (0.08 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Weighted average common shares outstanding (Note 4) | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| - basic and diluted | |
| 3,519 | | |
| 175,242 | | |
| (160,384 | ) | |
CC | |
| 18,378 | | |
| (309 | ) | |
CC | |
| 18,069 | |
See accompanying notes to the
unaudited pro forma condensed combined financial statements
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in thousands, except share and per share amounts)
| | |
| | |
| | |
Scenario 1 | | |
Scenario 2 | |
| | |
For the year ended | | |
Current Redemptions | | |
Assuming Maximum Redemption | |
| | |
December 31, 2023 | | |
Transaction | | |
| |
Pro | | |
Transaction | | |
| |
Pro | |
| | |
Achari | | |
Vaso | | |
Accounting | | |
| |
Forma | | |
Accounting | | |
| |
Forma | |
| | |
(Historical) | | |
(Historical) | | |
Adjustments | | |
Note | |
Combined | | |
Adjustments | | |
Note | |
Combined | |
| Revenues | |
| | |
| | |
| | |
| |
| | |
| | |
| |
| |
| Managed IT systems and services | |
| | | |
$ | 40,371 | | |
| | | |
| |
| 40,371 | | |
| | | |
| |
$ | 40,371 | |
| Professional sales services | |
| | | |
| 37,820 | | |
| | | |
| |
| 37,820 | | |
| | | |
| |
| 37,820 | |
| Equipment sales and services | |
| | | |
| 2,833 | | |
| | | |
| |
| 2,833 | | |
| | | |
| |
| 2,833 | |
| Total revenues | |
| - | | |
| 81,024 | | |
| - | | |
| |
| 81,024 | | |
| - | | |
| |
| 81,024 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Cost of revenues | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Cost of managed IT systems and services | |
| | | |
| 22,712 | | |
| | | |
| |
| 22,712 | | |
| | | |
| |
| 22,712 | |
| Cost of professional sales services | |
| | | |
| 7,021 | | |
| | | |
| |
| 7,021 | | |
| | | |
| |
| 7,021 | |
| Cost of equipment sales and services | |
| | | |
| 698 | | |
| | | |
| |
| 698 | | |
| | | |
| |
| 698 | |
| Total cost of revenues | |
| - | | |
| 30,431 | | |
| - | | |
| |
| 30,431 | | |
| - | | |
| |
| 30,431 | |
| Gross profit | |
| - | | |
| 50,593 | | |
| - | | |
| |
| 50,592 | | |
| - | | |
| |
| 50,592 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Selling, general and administrative | |
| 3,098 | | |
| 45,643 | | |
| 68 | | |
DD | |
| 50,989 | | |
| 68 | | |
DD | |
| 50,989 | |
| | |
| | | |
| | | |
| 300 | | |
EE | |
| | | |
| 300 | | |
EE | |
| | |
| | |
| | | |
| | | |
| 1,880 | | |
FF | |
| | | |
| 1,880 | | |
FF | |
| | |
| Franchise Tax | |
| 82 | | |
| - | | |
| | | |
| |
| 82 | | |
| | | |
| |
| 82 | |
| Research and development | |
| - | | |
| 755 | | |
| 94 | | |
DD | |
| 849 | | |
| 94 | | |
DD | |
| 849 | |
| Total operating expenses | |
| 3,180 | | |
| 46,398 | | |
| 2,342 | | |
| |
| 51,920 | | |
| 2,342 | | |
| |
| 51,920 | |
| Operating income (loss) | |
| (3,180 | ) | |
| 4,195 | | |
| (2,342 | ) | |
| |
| (1,327 | ) | |
| (2,342 | ) | |
| |
| (1,327 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Other (expense) income | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Interest and financing costs | |
| | | |
| (50 | ) | |
| | | |
| |
| (50 | ) | |
| | | |
| |
| (50 | ) |
| Interest and other income, net | |
| | | |
| 764 | | |
| | | |
| |
| 764 | | |
| | | |
| |
| 764 | |
| Interest and dividend income on investments held in Trust Account | |
| 429 | | |
| - | | |
| (429 | ) | |
AA | |
| - | | |
| (429 | ) | |
AA | |
| - | |
| Change in fair value of warrants | |
| 249 | | |
| - | | |
| (214 | ) | |
BB | |
| 35 | | |
| (214 | ) | |
BB | |
| 35 | |
| Loss on disposal of fixed assets | |
| | | |
| (4 | ) | |
| | | |
| |
| (4 | ) | |
| | | |
| |
| (4 | ) |
| Total other income, net | |
| 678 | | |
| 710 | | |
| (643 | ) | |
| |
| 745 | | |
| (643 | ) | |
| |
| 745 | |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Income (loss) before income taxes | |
| (2,502 | ) | |
| 4,905 | | |
| (2,985 | ) | |
| |
| (582 | ) | |
| (2,985 | ) | |
| |
| (582 | ) |
| Income tax benefit (expense) | |
| (73 | ) | |
| (100 | ) | |
| 73 | | |
AA | |
| (100 | ) | |
| 73 | | |
AA | |
| (100 | ) |
| Net income (loss) | |
| (2,575 | ) | |
| 4,805 | | |
| (2,912 | ) | |
| |
| (682 | ) | |
| (2,912 | ) | |
| |
| (682 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Net Income (loss) per common share | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| - basic | |
$ | (0.77 | ) | |
$ | 0.03 | | |
$ | 0.02 | | |
| |
$ | (0.04 | ) | |
$ | 9.42 | | |
| |
$ | (0.04 | ) |
| - diluted | |
$ | (0.77 | ) | |
$ | 0.03 | | |
$ | 0.02 | | |
| |
$ | (0.04 | ) | |
$ | 9.42 | | |
| |
$ | (0.04 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| Weighted average common shares outstanding (Note 4) | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
| | |
| - basic | |
| 3,337 | | |
| 174,441 | | |
| (159,400 | ) | |
CC | |
| 18,378 | | |
| (309 | ) | |
CC | |
| 18,069 | |
| - diluted | |
| 3,337 | | |
| 175,541 | | |
| (160,500 | ) | |
CC | |
| 18,378 | | |
| (309 | ) | |
CC | |
| 18,069 | |
See accompanying notes to the
unaudited pro forma condensed combined financial statements
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
Note 1 — Basis of Presentation
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, 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 cost, with no goodwill or other intangible assets recorded. Operations prior to
the Business Combination will be those of Vaso.
The unaudited pro forma condensed
combined balance sheet as of June 30, 2024 gives pro forma effect to the Business Combination as if it had been consummated on June 30,
2024. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024 and for the year ended
December 31, 2023 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2023, the beginning of
the earliest period presented in the unaudited pro forma condensed combined statements of operations. These periods are presented on the
basis that Vaso is the acquirer for accounting purposes.
The unaudited pro forma condensed
combined balance sheet as of June 30, 2024 has been prepared using, and should be read in conjunction with, the following:
| ● | Achari’s unaudited balance sheet as of June 30, 2024
and the related notes included in the Achari June 30 10-Q; and |
| ● | Vaso’s unaudited condensed consolidated balance sheet
as of June 30, 2024 and the related notes included in the Vaso June 30 10-Q. |
The unaudited pro forma condensed
combined statement of operations for the six months ended June 30, 2024 has been prepared using, and should be read in conjunction with,
the following:
| ● | Achari’s unaudited statement of operations for the
six months ended June 30, 2024 and the related notes included in the Achari June 30 10-Q; and |
| ● | Vaso’s unaudited condensed consolidated statement of
operations for the six months ended June 30, 2024 and the related notes included in the Vaso June 30 10-Q. |
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 December 31, 2023 and the related notes included in the Proxy Statement/Prospectus; and |
| ● | Vaso’s audited consolidated statement of operations
for the year ended December 31, 2023 and the related notes included in the Proxy Statement/Prospectus. |
Management has made significant
estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information
has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The pro forma adjustments
reflecting the consummation of the Business Combination are based on information available as of the date hereof and certain assumptions
and methodologies that management believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments,
which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore,
the actual adjustments may materially differ from the pro forma adjustments. Management considers this basis of presentation to be reasonable
under the circumstances.
The unaudited pro forma condensed
combined financial information is not necessarily indicative of what the actual results of operations and financial position would have
been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations
or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and
notes thereto of Achari and Vaso included in the Achari June 30 10-Q, the Vaso June 30 10-Q and the Proxy Statement/Prospectus.
The unaudited pro forma condensed
combined financial information included herein 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 $11.51
per share as of June 30, 2024. |
The unaudited pro forma condensed
combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings
that may be associated with the Business Combination.
The pro forma adjustments
reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and
methodologies that Vaso believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described
in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the
actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believe that
their assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination
based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions
and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed
combined financial information does not reflect the deferred income tax effects of the pro forma adjustments as any change in the deferred
tax balance would be offset by an increase in the valuation allowance. Upon Closing the Business Combination, it is likely that the Combined
Company’s deferred tax assets, net of valuation allowance, will not change. The pro forma combined provision for income taxes does
not necessarily reflect the amounts that would have resulted had the Combined Company filed consolidated income tax returns during the
periods presented.
The pro forma basic and diluted
income (loss) per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number
of the Combined Company’s common shares outstanding, assuming the Business Combination occurred on January 1, 2023.
Note 2 — Accounting Policies
Upon consummation of the Business
Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review,
management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact
on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences
that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro
forma condensed combined financial information does not assume any differences in accounting policies.
Note 3 — Adjustments to Unaudited Pro
Forma Condensed Combined Financial Information
The unaudited pro forma condensed
combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational
purposes only.
The following unaudited pro
forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X Vaso has elected not
to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro
forma condensed combined financial information.
Transaction Accounting Adjustments to Unaudited
Pro Forma Condensed Combined Balance Sheet
The transaction accounting
adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2024 are as follows:
(A) Reflects the reclassification
of cash held in the Trust Account that becomes available for general use following the Business Combination;
(B) Reflects the payment of
the $3,500,000 deferred underwriters’ discount that becomes due and payable upon the consummation of the Business Combination;
(C) Reflects the elimination
of the historical accumulated deficit of Achari, the accounting acquiree, into Vaso’s additional paid-in capital upon the consummation
of the Business Combination, and the conversion of 2,500,000 Founder Shares of Achari single class common stock into 750,000 shares of
Vaso Holding Corp Class A common stock. Assumes Unpaid SPAC Expenses of $4.5 million, which would result in the forfeiture of 281,250
of the 750,000 Founder Shares to be held by Achari following the completion of the Business Combination pursuant to the terms of the Put
Option Agreement and the Amended and Restated Vaso Working Capital Letter Agreement;
(D) Reflects the settlement
of approximately $0.1 million of additional Achari unpaid costs related to the Business Combination. Approximately $5.1 million in Achari
unpaid costs remaining in accrued expenses and other liabilities is responsibility of sponsor to settle at consummation of the Business
Combination;
(E) Reflects the settlement
of approximately $1.9 million of Vaso’s total estimated transaction costs related to the Business Combination and charge accumulated
deficit as the costs are not attributable to raising equity for the transaction;
(F) Reflects the repayments
of Achari’s working capital loans from the Sponsor of approximately $0.8 million;
(G) Reflects the recapitalization
of Vaso through the issuance of 17,600,000 shares of Achari Class A common stock with $0.0001 par value to Vaso’s stockholders;
(H) Reflects accrual of stock
compensation expenses of approximately $0.1 million in connection with the prior vesting of Vaso common stock granted under Vaso stock
plans;
(I) Reflects the redemption
of 241,931 shares following Achari’s special meeting held on July 16, 2024, valued at approximately $2.8 million, of the 550,941
Achari redeemable shares as of June 30, 2024. In Scenario 1, reflects the reclassification of 309,010 remaining shares of Achari common
stock subject to possible redemption to permanent equity at $0.0001 par value. In Scenario 2, which assumes the same facts as described
in Items A through H above, but reflects the assumption that all 309,010 shares of Achari common stock are redeemed for cash by Achari
stockholders;
(J) Recognition of $6.0 million
Achari put option liability applicable to 750,000 Founder Shares at $8.00 per share, less $2.25 million reduction for payment of excess
unpaid SPAC expenses. The Put Option Agreement provides for reduction of up to $2.25 million in option liability for payment of Unpaid
SPAC Expenses exceeding $2.25 million (total Unpaid SPAC Expenses cannot exceed $4.5 million);
(K) Reflects decrease in private
placement warrant fair value as of June 30, 2024 due to reduction of warrants from 7,133,333 to 1,000,000 under the terms of the Business
Combination; and
(L) Represents accrual of
$0.3 million estimated Achari transaction costs to be incurred subsequent to June 30, 2024. Such costs are included in the $5.1 million
unpaid costs described in Item D above.
(M) Elimination of $0.34 million
Achari working capital loan payable to Vaso against Vaso loan receivable from Achari.
Transaction Accounting Adjustments to Unaudited
Pro Forma Condensed Combined Statements of Operations
The transaction accounting
adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 and
for the year ended December 31, 2023 are as follows:
(AA) Represents an adjustment
to eliminate both the interest earned on investments held in Trust Account and the related income tax expense generated by such earned
interest, as if the Business Combination had been consummated on January 1, 2023, the beginning of the earliest period presented;
(BB) Represents the removal
of the change in fair value of the forfeited private placement warrants. 6,133,333 of the 7,133,333 private placement warrants will be
forfeited under the terms of the Business Combination:
(CC) The calculation of weighted
average shares outstanding for basic and diluted net income per share assumes that the Business Combination had been consummated on January
1, 2023; in addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average
shares outstanding for basic and diluted net income per share assumes that the shares have been outstanding for the entire period presented
(in Scenario 2, this calculation is retroactively adjusted to eliminate the 309,010 shares of Achari’s common stock redeemed for
cash by Achari shareholders for the entire period);
(DD) Reflects the stock compensation
expenses of approximately $0.2 million in connection with prior vestings and the issuance of 996,667 shares of Vaso common stock to various
employees at the time of the consummation of the Business Combination (this adjustment is considered to be a one-time charge and is not
expected to recur);
(EE) Reflects approximately
$0.3 million in Achari transaction costs to be incurred subsequent to June 30, 2024 (this is a non-recurring item). These costs are included
in the $5.1 million in Achari unpaid costs described in Note D; and
(FF) Reflects approximately
$1.9 million in Vaso transaction costs to be incurred subsequent to June 30, 2024 (this is a non-recurring item).
Note 4 — Earnings per Share
Represents the earnings per
share calculated using the historical weighted average shares outstanding, and the change in number of shares in connection with the Business
Combination, assuming the shares were outstanding since the beginning of the earliest period presented in the unaudited pro forma condensed
combined statements of operations. As the Business Combination and related transactions are being reflected as if they had occurred at
the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share
assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented.
Basic and diluted earnings
per share is computed by dividing pro forma net income by the weighted average number of the shares of Vaso Holding Corp Class A Common
Stock outstanding during the periods.
The unaudited pro forma condensed
combined earnings per share for the six months ended June 30, 2024 set out below has been prepared assuming (i) no redemptions and maximum
redemptions and (ii) no Reverse Stock Split, a Reverse Stock Split with a 1.25-for-1 ratio, a Reverse Stock Split with a 1.5-for-1 ratio
and a Reverse Stock Split with a 2-for-1 ratio:
| | |
For the Six Months Ended | |
| | |
June 30, 2024 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is no Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (1,468,820 | ) | |
$ | (1,468,820 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 18,377,760 | | |
| 18,068,750 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.08 | ) | |
$ | (0.08 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 309,010 | | |
| - | |
| Achari Initial Stockholders | |
| 468,750 | | |
| 468,750 | |
| Vaso Stockholders | |
| 17,600,000 | | |
| 17,600,000 | |
| Total | |
| 18,377,760 | | |
| 18,068,750 | |
| | |
For the Six Months Ended | |
| | |
June 30, 2024 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is a 1.25-for-1 Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (1,468,820 | ) | |
$ | (1,468,820 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 14,702,208 | | |
| 14,455,000 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.10 | ) | |
$ | (0.10 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 247,208 | | |
| - | |
| Achari Initial Stockholders | |
| 375,000 | | |
| 375,000 | |
| Vaso Stockholders | |
| 14,080,000 | | |
| 14,080,000 | |
| Total | |
| 14,702,208 | | |
| 14,455,000 | |
| | |
For the Six Months Ended | |
| | |
June 30, 2024 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is a 1.5-for-1 Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (1,468,820 | ) | |
$ | (1,468,820 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 12,251,840 | | |
| 12,045,833 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.12 | ) | |
$ | (0.12 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 206,007 | | |
| - | |
| Achari Initial Stockholders | |
| 312,500 | | |
| 312,500 | |
| Vaso Stockholders | |
| 11,733,333 | | |
| 11,733,333 | |
| Total | |
| 12,251,840 | | |
| 12,045,833 | |
| | |
For the Six Months Ended | |
| | |
June 30, 2024 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is a 2-for-1 Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (1,468,820 | ) | |
$ | (1,468,820 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 9,188,880 | | |
| 9,034,375 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.16 | ) | |
$ | (0.16 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 154,505 | | |
| - | |
| Achari Initial Stockholders | |
| 234,375 | | |
| 234,375 | |
| Vaso Stockholders | |
| 8,800,000 | | |
| 8,800,000 | |
| Total | |
| 9,188,880 | | |
| 9,034,375 | |
The unaudited pro forma condensed
combined earnings per share for the year ended December 31, 2023 set out below has been prepared assuming (i) no redemptions and maximum
redemptions and (ii) no Reverse Stock Split, a Reverse Stock Split with a 1.25-for-1 ratio, a Reverse Stock Split with a 1.5-for-1 ratio
and a Reverse Stock Split with a 2-for-1 ratio:
| | |
For the Year Ended | |
| | |
December 31, 2023 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is no Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (681,924 | ) | |
$ | (681,924 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 18,377,760 | | |
| 18,068,750 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.04 | ) | |
$ | (0.04 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 309,010 | | |
| - | |
| Achari Initial Stockholders | |
| 468,750 | | |
| 468,750 | |
| Vaso Stockholders | |
| 17,600,000 | | |
| 17,600,000 | |
| Total | |
| 18,377,760 | | |
| 18,068,750 | |
| | |
For the Year Ended | |
| | |
December 31, 2023 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is a 1.25-for-1 Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (681,924 | ) | |
$ | (681,924 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 14,702,208 | | |
| 14,455,000 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.05 | ) | |
$ | (0.05 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 247,208 | | |
| - | |
| Achari Initial Stockholders | |
| 375,000 | | |
| 375,000 | |
| Vaso Stockholders | |
| 14,080,000 | | |
| 14,080,000 | |
| Total | |
| 14,702,208 | | |
| 14,455,000 | |
| | |
For the Year Ended | |
| | |
December 31, 2023 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is a 1.5-for-1 Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (681,924 | ) | |
$ | (681,924 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 12,251,840 | | |
| 12,045,833 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.06 | ) | |
$ | (0.06 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 206,007 | | |
| - | |
| Achari Initial Stockholders | |
| 312,500 | | |
| 312,500 | |
| Vaso Stockholders | |
| 11,733,333 | | |
| 11,733,333 | |
| Total | |
| 12,251,840 | | |
| 12,045,833 | |
| | |
For the Year Ended | |
| | |
December 31, 2023 | |
| | |
Pro Forma | | |
Pro Forma | |
| | |
Combined | | |
Combined | |
| If there is a 2-for-1 Reverse Stock Split | |
(Assuming
Current
Redemptions) | | |
(Assuming
Maximum
Redemptions) | |
| Pro forma net loss attributable to the stockholders | |
$ | (681,924 | ) | |
$ | (681,924 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 9,188,880 | | |
| 9,034,375 | |
| Pro forma net loss per share - basic and diluted | |
$ | (0.07 | ) | |
$ | (0.08 | ) |
| | |
| | | |
| | |
| Weighted average shares calculation, basic and diluted | |
| | | |
| | |
| Common Stock | |
| | | |
| | |
| Achari Public Stockholders | |
| 154,505 | | |
| - | |
| Achari Initial Stockholders | |
| 234,375 | | |
| 234,375 | |
| Vaso Stockholders | |
| 8,800,000 | | |
| 8,800,000 | |
| Total | |
| 9,188,880 | | |
| 9,034,375 | |
16
Achari Ventures Holdings... (PK) (USOTC:AVHIU)
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Achari Ventures Holdings... (PK) (USOTC:AVHIU)
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