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February 2, 2024
Vikas Desai
Chief Executive Officer
Achari Ventures Holdings Corp. I
60 Walnut Avenue, Suite 400
Clark, New Jersey 07066
Re:Achari Ventures Holdings Corp. I
Registration Statement on Form S-4
Filed January 18, 2024
File No. 333-276422
Dear Vikas Desai:
            We have reviewed your registration statement and have the following comment(s).
            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.
Registration Statement on Form S-4 filed January 18, 2024
Frequently Used Terms, page v
1.We note your definition of "IPO" or "Initial Public Offering" refers to your Form S-1
being declared effective on October 14, 2022. Please revise to clarify that the S-1 was
declared effective on October 14, 2021.
Summary of the Proxy Statement/Prospectus
Vaso, page 4
2.We note your disclosure regarding a Management Service Agreement between Vaso and
EECP Global to provide management service for the business and operation of EECP
Global in the United States and your statement that the agreement provides an initial term
of three years starting April 1, 2020, the effective date of the sale, which is automatically
renewable for additional one-year terms. Here or elsewhere in the prospectus, please
expand your disclosure of the Management Service Agreement to describe all of its
material terms, including the respective obligations of the parties, provisions regarding

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 February 2, 2024 Page 2
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
February 2, 2024
Page 2
expenses and management fees and well as any termination provisions. Please clarify if
the agreement was automatically renewed at the end of the initial three-year term on April
1, 2023 and how you anticipate renewal of the agreement will work going forward.
Finally, please file a copy of the Management Service Agreement as an exhibit to the
Registration Statement or explain to us why you are not required to do so.
Organizational Structure of the Company after giving effect to the Merger and Business
Combination, page 6
3.Please revise the organizational charts to include your 49% interest in EECP Global
Corporation.
Questions and Answers
Q. What equity stake will current Achari stockholder and Vaso stockholders hold in the
Company..., page 16
4.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions. Please also revise the table on
page 16 to disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities, including
warrants.
Q. May the Sponsor, Achari's directors, officers, advisors or their affiliates purchase shares in
connection with the Business..., page 23
6.We note your disclosure indicating that the Sponsor and Achari’s directors, officers,
advisors or their affiliates may engage in public market purchases, as well as private
purchases, of your securities and that "[a]ny such privately negotiated purchases may be
effected at purchase prices that are in excess of the per-share pro rata portion of the
aggregate amount then on deposit in the trust account." Please provide your analysis on
how such purchases will comply with Rule 14e-5, including whether the price offered in
such purchases may be higher than the redemption price. To the extent you are relying on
Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01
(March 22, 2022), please provide an analysis regarding how it applies to your
circumstances.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 February 2, 2024 Page 3
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
February 2, 2024
Page 3
Adjustment AA, page 37
7.You reference Adjustment AA for your Income tax benefit (expense) adjustments on page
34, however, Adjustment AA refers to the elimination of interest earned. Please advise or
revise accordingly.
Adjustment J, page 37
8.We note that you have reduced the put option liability by $2,250,000 for payment of
excess SPAC expenses. Please tell us what consideration you gave to recognizing these
expenses in your pro forma statement of operations for the year ended December 31,
2022. Refer to Rule 11-02(a)(6)(i)(B).
Note 3 -- Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustment B, page 37
9.Please address the appropriateness of reclassifying the $3,500,000 deferred underwriters’
discount that becomes due and payable upon the consummation of the Business
Combination to Accrued Expenses and Other Liabilities rather than as a reduction of
cash. In this regard, we note your disclosures throughout the filing that the deferred
underwriting fees are payable from the amounts held in the Trust Account if the Company
completes a Business Combination. Please address how the $3,500,0000 will be paid
under the Maximum Redemption Scenario.
Risk Factors
Risks Related to the Business Combination, page 41
10.With a view toward disclosure, please tell us whether your Sponsor is, is controlled by,
has any members who are, or has substantial ties with, a non-U.S. person. Please also tell
us whether anyone or any entity associated with Vaso or otherwise involved in the
transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, please
revise your filing to include risk factor disclosure that addresses how this fact could
impact your ability to complete your initial business combination. For instance, discuss
the risk to investors that you may not be able to complete an initial business combination
with a target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or
ultimately prohibited. Further, disclose that the time necessary for government review of
the transaction or a decision to prohibit the transaction could prevent you from completing
an initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 February 2, 2024 Page 4
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
February 2, 2024
Page 4
Achari has been notified by Nasdaq that it is not in compliance with certain standards which
Nasdaq requires..., page 45
11.We note your disclosure that you have been notified by Nasdaq that you are not in
compliance with certain standards which Nasdaq requires listed companies meet for their
securities to continue to be listed and traded on their exchange. Please expand your
disclosure to describe the date you received any such notifications, the rule or requirement
you are not in compliance with, and any applicable deadlines to regain compliance. In this
regard, we note your disclosure on pages F-22 and F-23, which refer to deadlines to regain
compliance with certain listing requirements that appear to have passed during 2023. We
also note your disclosure in your Current Report on Form 8-K filed on October 11, 2023
that you failed to regain compliance with certain listing requirements during an applicable
180-day grace period and that, as a result, your securities are subject to delisting from the
Nasdaq Global, and your disclosure on page 107 that "[o]n December 19, 2023, Nasdaq
notified Achari that it had granted Achari’s request for an extension, until April 2, 2024,
to cure the existing continued listing deficiencies which were the subject of the
December 7 Hearing."
12.We note your statement that "[i]n connection with [y]our efforts to regain compliance
with Nasdaq’s continued listing standards as further described herein, [you] have
undertaken certain actions, including for example transferring Founder Shares held by
[y]our Sponsor to certain members of [y]our Sponsor." Please expand on this disclosure to
explain what Nasdaq continued listing standard you were attempting to regain compliance
with and the impact the transfer of shares had on your compliance with such requirement.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 February 2, 2024 Page 5
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
February 2, 2024
Page 5
Risks Related to Achari
If we are deemed to be an investment company for purposes of the Investment Company Act, we
would be required..., page 56
13.We note your statement on page 1: "The funds placed in the Trust Account have and will
continue to be invested in U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act of 1940, as amended" and page 57: "To
mitigate the risk of being deemed an investment company under the Investment Company
Act, we have instructed the trustee to liquidate the securities held in the Trust Account and
instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit
account." Please reconcile these statements and similar statements appearing throughout
the registration statement. We also note your statement on page 56: "There is currently
uncertainty concerning the applicability of the Investment Company Act to a SPAC,
including with respect to a company like ours, that does not complete its initial business
combination within the proposed time frame set forth in the proposed safe harbor rule." If
the assets in your trust account are securities, including U.S. Government securities or
shares of money market funds registered under the Investment Company Act and
regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be considered
to be operating as an unregistered investment company regardless of the amount of time
that has passed since your IPO.
Risks Related to Vaso's Business and Industry
We currently derive a significant amount of our revenue and operating income from our
agreement with GEHC, page 61
14.We note your statement that a significant amount of your revenue and operating income
arises from activities under the GEHC Agreement. For context, please quantify the
percentage of your revenue and operating income related to activities under the GEHC
Agreement during recent periods. For example, we note your disclosure on page F-66 that
"For the years ended December 31, 2022 and 2021, GEHC accounted for 47% and 39% of
revenue, respectively. Also, GEHC accounted for $12.8 million, or 83%, and
$12.3 million, or 80%, of accounts and other receivables at December 31, 2022 and 2021,
respectively."
We have foreign operations and are subject to the associated risks of doing business in foreign
countries, page 63
15.We note your statement that "[t]he Company continues to have operations in China." For
context, please provide a quantification of the percentage of your business that relates to
your operations in China for recent periods.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 February 2, 2024 Page 6
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
February 2, 2024
Page 6
The Business Combination Agreement
Additional Conditions to Obligations of Vaso, page 85
16.We note that a condition to the obligation of Vaso to consummate the Business
Combination is that the Unpaid SPAC Expenses do not exceed $4,500,000. Here, or
elsewhere in the prospectus, please provide the amount of Unpaid SPAC Expenses as of a
recent date and whether management believes there is a material risk that the amount of
unpaid expenses could exceed $4.5 million. To the extent material, please add risk factor
disclosure noting that Vaso would not be required to consummate the Business
Combination if Unpaid SPAC Expenses exceed $4.5 million. In this regard, we note your
disclosure in footnote (J) to the pro forma financial statements on page 37 that the value of
the Put Option has been "reduced by $2,250,000 for payment of excess SPAC expenses."
Because it appears unpaid SPAC expenses over $2.25 million reduce the value of the Put
Option on a dollar for dollar basis, this adjustment suggests you are assuming to have
exactly $4.5 million of unpaid SPAC expenses at Closing.
The Achari Board's Reasons for the Approval of the Business Combination, page 93
17.We note that the Board considered, among other things, research on comparable
companies and precedent transactions, including precedent uplist transactions, historical
valuation details and reviews of certain financial assumptions provided by Vaso
management. Please revise to further describe these items considered by the Board.
Interests of Achari's Directors and Officers and Others in the Business Combination, page 96
18.It appears your charter waived the corporate opportunities doctrine. Please address this
potential conflict of interest and whether it impacted your search for an acquisition target.
Additionally, please note whether any member of the Company or the Sponsor owed
fiduciary or contractual obligations to any other entities. Please also revise to clarify how
the Board considered the enumerated conflicts in negotiating and recommending the
Business Combination generally.
Background of the Business Combination, page 98
19.We note your statement that "although initially limited to evaluating acquisition targets in
the cannabis space, Achari later decided to expand their search criteria, and consider
potential acquisition targets in industries and sectors not tied to the cannabis space."
Please expand on your disclosure to explain why Achari decided to expand its search
criteria and when this decision was made.
20.Please expand the background section to discuss the December 22, 2022 special meeting
of stockholders to extend the deadline by which the Company was required to consumtae
a Business Combination and the redemption of 8,980,535 shares of Common Stock for
approximately $92,009,330, including the impact such redemptions had on the Company's
search for an acquisition target.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 February 2, 2024 Page 7
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Achari Ventures Holdings Corp. I
February 2, 2024
Page 7
21.We note your statement regarding "Vaso’s interest in "up-listing" from an over-the-
counter market to a national securities exchange via a business combination transaction
with a special purpose acquisition vehicle." Please explain why Vaso was interested in
seeking a listing on a national securities exchange via a business combination with a
SPAC rather than by directly applying for listing of its common stock on a national
exchange.
22.We note your statements that on July 7, 2023, the parties d