SecProbe.io

United States securities and exchange commission logo
April 22, 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. 2 to Registration Statement on Form S-4
Filed April 9, 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 March 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
General
1.We note that Achari's securities were suspended from trading on Nasdaq on April 9, 2024.
Please revise your disclosures throughout the registration statement, including the cover
page, to disclose that your securities are currently suspended from trading. Please also
disclose whether you have already requested, including the date of the request, that
the Nasdaq Listing and Hearing Review Council review the decision to delist Achari’s
securities, and ensure that any references to trading prices as of a recently practicable date
are revised to note that Achari's securities are currently suspended from trading. Finally,
please revise the risk factor disclosure on page 56 to include additional detail regarding
the material adverse consequences that Achari could face if its securities are delisted from
trading on Nasdaq.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 April 22, 2024 Page 2
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
April 22, 2024
Page 2
2.We note your response to comment 21 and reissue the comment in part. 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).
3.We note your response to comment 22 and reissue the comment in part. Please revise your
disclosures throughout the registration statement to clarify what corporate action would be
necessary to issue the authorized Class B common stock.
Risk Factors, page 49
4.Please add a risk factor about the potential treatment as a penny stock and the potential
impact of required compliance with Rule 419 if your securities are delisted from Nasdaq.
If we are deemed to be an investment company under the Investment Company Act, we may be
required to comply with burdensome regulatory..., page 65
5.Please revise this risk factor to clarify whether you currently hold proceeds in your Trust
Account in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or
in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act. Please also revise to remove the statement "If we do not invest
the proceeds as discussed above, we may be deemed to be subject to the Investment
Company Act." As you note, the determination of whether a special purpose acquisition
company, like Achari, is an “investment company” under the Investment Company Act is
a facts and circumstances determination which depends on a variety of factors requiring
individualized analysis.
The Business Combination Agreement
Additional Conditions to Obligations of Vaso, page 95
6.We note your response to comment 7, including your disclosure that you believe that "at,
or prior to, the consummation of the Business Combination, the Unpaid SPAC Expenses
in excess of $4,500,000 will settled by the Sponsor or other third-party." Please advise
whether you have entered into any discussions and/or agreements to settle the Unpaid
SPAC Expenses or otherwise further clarify how you will address excess expenses
consistent with the merger agreement.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 April 22, 2024 Page 3
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
April 22, 2024
Page 3
The Achari Board's Reasons for the Approval of the Business Combination, page 108
7.We note your response to comment 8 and reissue the comment in part. Please revise to
provide further detail regarding the material reviewed by the Achari Board including but
not limited to, research on comparable companies and precedent transactions, including
precedent uplist transactions, historical valuation details and reviews of certain financial
assumptions provided by Vaso management. For example, you state that "[t]he Achari
Board believes that the aggregate merger consideration payable in the Business
Combination reflects an attractive valuation relative to publicly listed companies with
certain characteristics comparable to Vaso, such as companies within similar industries or
with similar growth profiles." We also note your disclosure that "historical valuation
details included benchmarking metrics with respect to past and present enterprise
EV/Revenue multiples and EV/EBITDA multiples for comparable companies in both the
healthcare and managed services industries" and that "[t]he Achari Board also analyzed
the historical growth of companies it deemed comparable with respect to key financial
metrics such as revenue, gross profit, and EBITDA to understand potential growth
trajectories for the combined company following the Business Combination." Please
advise on the comparable companies that were considered and provide a more detailed
discussion of the financial metrics and analysis.
8.We note the revised disclosure on page 122 that Vaso provided Achari with 24 month
projections, previously disclosed, which "applied assumed growth rates of five and ten
percent to certain of Vaso's historical financial metrics, but because Vaso did not provide
any further supporting analysis with respect to these presentations, Achari disregarded
such materials."  Revise to clarify what consideration the board gave to these projections
Vaso provided. To the extent that they were disregarded due to lack of underlying
supporting analysis, revise to clarify why Achari felt the analysis was baseless and if so, to
what extent this affected its decision to recommend the business combination.  Finally,
please address what consideration the Board gave to the fact that Vaso's financial advisor
relied on these projections.
Fairness Opinion of River Corporate, page 112
9.Please move this section and provide a very clear heading that states that this fairness
opinion was provided to the Vaso board and speaks to the fairness of the business
combination to Vaso.  Revise the introductory language to the opinion disclosure as well.
The placement of this opinion in the document should not suggest that it is a fairness
opinion provided to the Achari Board.  To the extent you intend to amend this document
to become a joint proxy statement/prospectus, as indicated in the changes to the
introductory note and elsewhere, please revise to provide all information required by
Schedule 14A by Vaso, including, most notably, the proposals to be presented to the Vaso
security holders at their meeting, disclosure of all material interests of Vaso's officers and
directors in the transaction, Vaso board's reasons for approval of the merger agreement
and their recommendation to shareholders.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 April 22, 2024 Page 4
 FirstName LastNameVikas Desai
Achari Ventures Holdings Corp. I
April 22, 2024
Page 4
10.We note the disclosure in Annex F-2 that River Corporation reviewed "certain internal
information relating to the business, operations, assets, liabilities and prospects of [Vaso],
including certain 3-year financial forecasts, analyses and projections relating to the Vaso
prepared by management of Vaso." To the extent you have not done so, please provide us
with copies of the materials that Vaso or the financial advisors prepared and shared with
Achari's board in connection with this transaction, including any board books, transcripts
and summaries of oral presentations made to the board. We may have additional
comments after we review those materials.
Background of the Business Combination, page 115
11.We note your response to comment 13 and reissue the comment in part. Please revise to
clearly explain how you arrived at the August LOI valuations for Vaso, including the
methodology and assumptions underlying the valuations.
12.We note your response to comment 14 and reissue the comment. We note that the prior
disclosure identified the projections as "current and projected financial statements over the
following 24 months," and that disclosure has been revised to describe them as "materials
which applied assumed growth rates of five and ten percent."  Please revise to disclose
these projections Achari received from Vaso. Please also disclose all material assumptions
underlying the projections.
13.We note your response to comment 16 and reissue the comment in part. Revise this
section to identify the members of Achari's management team who took the lead in
negotiations with targets, including Vaso. Please also revise references to "certain
members" of the management team to refer to all members of the management team
involved in negotiations.
14.We note the added disclosure on page 123 which states, in part:
•"For the avoidance of doubt, Achari believes there are inherent potential conflicts of
interest between the Sponsor and the Achari Public Stockholders with respect to the
Business Combination. 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.... However, the Achari Public Stockholders are protected by
their redemption right of $10 per share (plus interest) which the Sponsor and insiders
do not enjoy."
Please clarify whether you are advising Achari shareholders to redeem their shares.  In
addition, please revise this paragraph to clarify the price at which the Sponsor and insiders
obtained their shares and the amount which they will each profit on the business
combination upon consummation, even though they will not benefit from redemption
rights.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 April 22, 2024 Page 5
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
April 22, 2024
Page 5
Proposal 7: The Adjournment Proposal, page 151
15.We note your response to comment 17 and reissue the comment in part. Please revise this
section and your risk factors to disclose the risks to public stockholders who exercise their
redemption rights, from adjournment of the Stockholders' Meeting. Please also disclose
any applicable Nasdaq listing rules that would be implicated by significant public
stockholder redemptions and a decline in available cash in your Trust Account, and note
the potential redemption levels and Trust Account value declines that would trigger any
such rules. Clearly disclose whether you would adjourn the Stockholders' Meeting if
redemptions exceed or the value left in the Trust Account declines below those thresholds.
Certain Relationships And Related Party Transactions
Achari and Vaso Related Party Transactions, page 175
16.Please revise your disclosure of the various agreements to discuss the material provisions
of each of the agreements.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Vaso
Critical Accounting Policies and Estimates, Goodwill and Intangible Assets, page 192
17.Your response to prior comment 18 indicates that you performed a qualitative goodwill
analysis under ASC 350-20-35-3 and determined it was not more likely than not that the
fair value of the Netwolves reporting unit was less than its carrying amount, including
goodwill. As such, please address how you concluded, as disclosed on page F-43, that "the
applicable reporting units’ estimated fair values were substantially in excess of their
carrying amounts."  In that regard, revise your disclosures to clearly disclose how you
applied ASC 350-20-35 in your goodwill impairment analysis at December 31, 2023. In
this regard, we note your auditors' critical audit matter related to the valuation of goodwill
appears to indicate that you may have performed a quantitative assessment.
            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.