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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

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 May 9, 2024 Page 2
 FirstName LastName
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
the risk factors and related party transactions, to disclose these additional measures the
Sponsors and affiliates are taking to ensure aid the success of the merger, and the conflicts
of interest involved in forgiving these excess expenses.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 May 9, 2024 Page 3
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
May 9, 2024
Page 3
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.

 FirstName LastNameVikas Desai
 Comapany NameAchari Ventures Holdings Corp. I
 May 9, 2024 Page 4
 FirstName LastName
Vikas Desai
Achari Ventures Holdings Corp. I
May 9, 2024
Page 4
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.