Vaso Corporation (OTCPK:VASO) entered into a business combination agreement to acquire Achari Ventures Holdings Corp. I (NasdaqGM:AVHI) from Achari Sponsor Holdings I LLC and others in a reverse merger transaction on September 12, 2023. Vaso Corporation entered into a business combination agreement to acquire Achari Ventures Holdings Corp. I from Achari Sponsor Holdings I LLC and others for approximately $190 million in a reverse merger transaction on December 6, 2023. Each share of common stock of Vaso issued and outstanding as of immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into the right to receive a number of shares of Achari?s common stock, in accordance with an exchange ratio set forth in the Business Combination Agreement and based on an equity value of Vaso of $176,000,000 and a price of $10 per share of the Achari Shares. Upon the closing of the Business Combination Agreement, it is anticipated that Achari will change its name to Vaso Holding Corp. Vaso common stock and warrants are expected to be listed on Nasdaq Capital Market ("Nasdaq") under the ticker symbols "VASO" and "VASOW", respectively. Vaso is led by Chief Executive Officer Jun Ma, who will continue to lead the combined company following the proposed business combination. In case of termination, Achari will pay to Vaso a termination fee of $5.28 million, equal 3% of the consideration and Vaso shall Pay Achari a termination fee of $5.28 million.

The obligations of Achari and Vaso to consummate the Business Combination is subject to various customary closing conditions, including the filing and effectiveness of a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement") by Achari with the United States Securities and Exchange Commission ("SEC"), the filing and clearance by the SEC of a proxy statement by Vaso and the approval of the stockholders of both Achari and Vaso of the proposed business combination. The Boards of Directors of Vaso and Achari have each approved the Transaction.

Ladenburg Thalmann & Co. Inc. is serving as financial, fairness opinion provider and capital markets advisor to Vaso. Timothy J. Kirby and Joshua A. Feiger of Katten Muchin Rosenman LLP acting as legal advisors to Achari and William Rosenstadt of Ortoli Rosenstadt LLP is acting as legal advisor to Vaso. Continental Stock Transfer & Trust Company will act as exchange agent to Achari. Katten, Ortoli and Ladenburg also acted as due diligence providers in the transaction. Vaso engaged River Corporate Advisors, LLC to provide a fairness opinion. Achari has engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $10,000 in the aggregate plus out -of-pocket expenses.