United States securities and exchange commission logo





                              May 9, 2024

       Vikas Desai
       Chief Executive Officer
       Achari Ventures Holdings Corp. I
       60 Walnut Avenue, Suite 400
       Clark, NJ 07066

                                                        Re: Achari Ventures
Holdings Corp. I
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed April 30,
2024
                                                            File No. 333-276422

       Dear Vikas Desai:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our April 22, 2024
letter.

       Amendment No. 3 to Registration Statement on Form S-4

       Risk Factors, page 49

   1.                                                   We reissue comment 4 in
part. Please revise the risk factor to further describe the potential
                                                        impact of required
compliance with Rule 419 if your securities are delisted from Nasdaq.
       The Business Combination Agreement
       The Achari Board's Reasons for the Approval of the Business Combination,
page 110

   2.                                                   We note your disclosure
on page 114 that "the Achari Board decided it would be prudent
                                                        to inform the
quantitative analysis they had performed with certain non-quantitative
                                                        metrics which they
deemed may also influence or otherwise inform a valuation of Vaso"
                                                        including "(iv) the
general belief that Vaso   s business would benefit from strengthening
                                                        macro-economic and
secular trends and (v) with respect to the landscape for potential
                                                        business combinations
generally, what the Achari Board considered to be an improving
 Vikas Desai
Achari Ventures Holdings Corp. I
May 9, 2024
Page 2
         market view of such transactions in recent months." Please revise to
discuss the basis for
         these beliefs.
3.       We note your revised disclosure in response to comment 7 and reissue
to comment.
         Please revise to provide the valuation analysis that supports Achari's
$176 million
         valuation for Vaso.
4.       We note the revised disclosure on page 126 in response to comment 8
and reissue the
         comment in part. Please revise to further discuss whether and to what
extent Vaso's lack
         of supporting evidence for the growth rates initially provided to
Achari's management
         team influenced the decision to recommend the business combination.
Please also address
         what consideration the Achari board gave to the fact that Vaso's
financial advisor relied on
         these projections. Finally, please disclose the projections Achari
received from Vaso,
         including the underlying material assumptions.
Background of the Business Combination, page 120

5.       We note your response to comment 14 and reissue the comment in part.
You continue to
         state on page 127, "It is in the best interest of the Sponsor and
Achari   s directors and
         officers to complete a business combination rather than liquidate
Achari, which is not
         necessarily true for Achari   s Public Stockholders who may receive
more value for their
         Public Shares as a result of the liquidation of Achari rather than
through the Business
         Combination." Please clarify how this is consistent with the Board's
resolution, as stated
         on page 110, that "(i) that the terms and conditions of the Business
Combination
         Agreement, and the transactions contemplated thereby, including the
Business
         Combination, are advisable and in the best interests of Achari and its
stockholders" and its
         recommendation "that the Achari stockholders approve the transactions
contemplated by
         the Business Combination Agreement and other proposals submitted to
such
         stockholders."
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Achari, page 169

6.     We note the added disclosure on page 171 that Achari and Vaso entered
into the Vaso
       Working Capital Letter Agreement on April 18, 2024. Please include the
agreement as an
       exhibit to the registration statement. Refer to Item 601(b)(10) of
Regulation M-A. Revise
       to clarify that amounts transferred as Unpaid SPAC Expenses will only
increase the
       amount by which those expenses exceed what is permitted pursuant to the
merger
       agreement (that Unpaid SPAC Expenses not exceed $4,500,000). Revise page
59 to
       clarify if it is the Sponsor and/or affiliates who will forgive the
excess amounts to satisfy
       this condition, and if so, revise appropriate sections of the
registration statement, including
FirstName LastNameVikas Desai
       the risk factors and related party transactions, to disclose these
additional measures the
Comapany    NameAchari
       Sponsors             Ventures
                   and affiliates      Holdings
                                  are taking     Corp. Iaid the success of the
merger, and the conflicts
                                             to ensure
May 9,of  interest
        2024  Pageinvolved
                      2       in forgiving these excess expenses.
FirstName LastName
 Vikas Desai
FirstName  LastNameVikas  DesaiI
Achari Ventures Holdings Corp.
Comapany
May  9, 2024NameAchari Ventures Holdings Corp. I
May 9,
Page 3 2024 Page 3
FirstName LastName
Market Price and Dividends of Securities, page 175

7.       Please revise this section to provide the information for both
companies required by Item
         201(a)(1) of Regulation S-K. Please refer to Item 14(d) of Form S-4.
Fairness Opinion of River Corporate, page 194

8.       We note your response to comment 10 and reissue the comment. As Vaso
provided its
         Fairness Opinion from River to the Board and it is included in this
document, please
         provide us with copies of the materials that relate to the analysis
underlying the opinion,
         including any materials Vaso's financial advisors prepared and shared
with Vaso in
         connection with this transaction, including any board books,
transcripts and summaries of
         oral presentations made to Vaso' board.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Vaso
Critical Accounting Policies, Goodwill and Intangible Assets, page 201

9.       The revisions made in response to comment 17 indicate that you
performed a quantitative
         assessment of goodwill as of December 31, 2023 for your NetWolves
reporting
         unit. Please expand your disclosures to address the following:
             Provide a detailed description of the method(s) used to determine
the fair value of the
              reporting unit:
             Disclose the quantified assumptions used in determining the fair
value of the
              reporting unit and how such assumptions were determined; and
             Explain how changes in key assumptions could impact your fair
value determination.
10.      Your revised disclosures indicates that you obtained a fair value
opinion from an outside
         valuation firm. Please tell us the nature and extent of the specialist
  s involvement and
         whether you believe the specialist was acting as an expert as defined
under Section11(a)
         of the Securities Act of 1933 and Section Section 436(b) of Regulation
C, such that you
         must disclose the name of the specialist in the Form S-4 and provide a
consent from the
         specialist. If you conclude the specialist is not considered an expert
under the Securities
         Act, please revise your disclosures to clarify.
11.      As a related matter, we see that you performed a qualitative analysis
of the FGE reporting
         unit and "concluded a goodwill impairment charge was not warranted."
Revise to
         disclose, if true, that it is more likely than not (that is, a
likelihood of more than 50
         percent) that the fair value of a reporting unit is not less than its
carrying amount,
         including goodwill, as stated in ASC 350-20-35-3.
 Vikas Desai
FirstName  LastNameVikas  DesaiI
Achari Ventures Holdings Corp.
Comapany
May  9, 2024NameAchari Ventures Holdings Corp. I
May 9,
Page 4 2024 Page 4
FirstName LastName
General

12.      We note your response to comment 1 and reissue the comment in part.
Please further
         revise your cover page disclosure to briefly discuss the Nasdaq
deficiency that resulted in
         the trading suspension of Achari's securities. Please also discuss the
uncertainty around
         the timing of the Nasdaq review and appeal process.
13.      We note your response to comment 2 and reissue the comment. Please
revise proposal 3 to
         provide separate binding votes on each of the (1) proposal to
reclassify all of the
         outstanding shares of Achari's common stock, including the creation of
Class A Common
         Stock and Class B common stock, and (2) the increase in authorized
common stock from
         100,000,000 shares of common stock pre-Business Combination to
110,000,000 shares of
         common stock post-Business Combination (which shall be divided into
100,000,000
         authorized shares of Class A common stock and 10,000,000 authorized
shares of Class B
         common stock), or provide us your analysis on why the two need not be
separate votes.
14.      We note from the risk factor on page 54 that Achari's securities were
suspended from
         trading on Nasdaq on April 9, 2024 "as a result of a delisting
determination the Company
         received in connection with the Company's failure to regain compliance
with certain
         continued listing standards by April 2, 2024, which was the deadline
Nasdaq had set for
         the Company to consummate the Business Combination or otherwise regain
compliance
         with such standards." We also note that you have not filed any reports
pursuant to the
         Exchange Act disclosing this suspension. Please provide your analysis
explaining why
         you are not required to file a current report on Form 8-K disclosing
the suspension as a
         result of the delisting determination.
       Please contact Kristin Lochhead at 202-551-3664 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Industrial Applications and
                                                               Services
cc:      Timothy J. Kirby, Esq.