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Achari Ventures Holding Corp. I

February 14, 2024

Via Edgar

Ms. Margaret Sawicki

Mr. Conlon Danberg

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

Washington, D.C. 20549

    Re:
    Achari Ventures Holdings Corp. I

    Registration Statement on Form S-4

    Filed January 18, 2024

    File No. 333-276422

Dear Commission Staff:

Achari Ventures Holding Corp. I (the “Company”,
“Achari”, “we” ,”our” or “us”) transmits herewith Amendment
No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement filed on Form S-4 (the “Registration
Statement”) via the Commission’s EDGAR system related to Achari’s proposed business combination with Vaso Corporation
(“Vaso”). In this letter, we respond to the comments of the staff (the “Staff”) of the Division
of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s
letter dated February 2, 2024 (the “Comment Letter”). For ease of reference, we have included the original comments
received from Staff in the Comment Letter in bold text and italics, followed by our response. The responses below follow the sequentially
numbered comments from the Comment Letter. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such
terms in Amendment No. 1.

Registration Statement on
Form S-4 filed January 18, 2024

Frequently Used Terms, page
v

1. Staff’s Comment:
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.

Response: We have revised
the date of the IPO in Amendment No. 1 to properly reflect that the date of the IPO was October 14, 2021.

Securities and Exchange Commission

February 14, 2024

Summary of the Proxy Statement/Prospectus
Vaso,

page 4

2. Staff’s Comment: 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 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.

Response: Although Vaso does not believe
that the Management Service Agreement with EECP Global is a material agreement, Amendment No. 1 has been revised to include material terms
of the Agreement. Additionally, the disclosure in Amendment No. 1 has been revised to indicate that the agreement was automatically renewed
in April 2023 and that Vaso anticipates that it will continue to be renewed on an annual basis for the foreseeable future.

Vaso believes that it would not be appropriate to
include the agreement as an exhibit to Amendment No. 1 as it is not a material agreement. EECP is one of the four main devices that Vaso
designs, manufactures and/or sells in its equipment segment. In determining that the Management Services Agreement is not material, Vaso
has considered that:

 ● the entire equipment segment (of which the EECP operations
are just one portion) only represented approximately 3.2% and 3.6%, respectively, of Vaso’s revenue in the year ended December
31, 2022 and the nine months ended September 30, 2023;

 ● Vaso’s investment in EECP (approximately $889,000 and
$788,000, respectively) represented 1.2% and 1.1%, respectively, of its total assets ($71,645,000 and $73,038,000, respectively) as of
December 31, 2022 and September 30, 2023;

 ● For the year ended December 31, 2022, Vaso’s share
of EECP Global’s loss was approximately $154,000, and it recorded receivables due from EECP Global of $403,000 (as opposed to net
cash provided by operating activities of $14,416,000); and

 ● For the nine months ended September 30, 2023, Vaso’s
share of EECP Global’s loss was approximately $101,000, and it recorded receivables due from EECP Global of $814,000 (as opposed
to net cash provided by operating activities of $6,860,000).

Organizational Structure of
the Company after giving effect to the Merger and Business Combination, page 6

3. Staff’s Comment: Please revise the organizational charts to include your 49% interest in
EECP Global Corporation.

Response: The organizational chart
included in Amendment No. 1 has been revised to include Vaso’s 49% interest in EECP Global.

    2

Securities and Exchange Commission

February 14, 2024

Questions and Answers

Q. What equity stake will current
Achari stockholder and Vaso stockholders hold in the Company..., page 16

4. Staff’s Comment: 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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure in this Question and Answer and elsewhere in Amendment No. 1 accordingly. Supplementally,
please note Achari’s existing charter does not include a specified maximum redemption threshold, which would prohibit the consummation
of a business combination transaction if a certain amount of redemptions are experienced with respect to shareholder approval of a proposed
business combination, which is disclosed in the risk factor entitled “Achari does not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible to complete a Business Combination in which a substantial majority of
Achari’s stockholders do not intend to retain their respective investment, in which case, the former Vaso stockholders may receive
a greater number of Common Stock as a result of redemptions”.

5. Staff’s Comment: 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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure in this Question and Answer and elsewhere in Amendment No. 1 accordingly. Mr.
Desai is the managing member of the Sponsor. Accordingly, Mr. Desai has voting and dispositive power over the shares of common stock
held by the Sponsor and may be deemed to beneficially own such Founder Shares. Other than as set forth herein, the Company confirms that
no affiliates of the sponsor own any equity in the Company.

Q. May the Sponsor, Achari’s
directors, officers, advisors or their affiliates purchase shares in connection with the Business..., page 23

6. Staff’s Comment: 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.

Response: The Company respectfully
acknowledges the Staff’s comment and has removed the disclosures relating to the potential public market purchases and private purchases
by the Sponsor and Achari’s directors, officers, advisors or their affiliates. The Company confirms that no such purchases will
be made.

    3

Securities and Exchange Commission

February 14, 2024

Adjustment AA, page 37

7. Staff’s Comment: 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.

Response: Adjustment AA refers to both
the elimination of the interest income and the elimination of the income tax expense applicable to such earned interest income. The disclosure
in Amendment No. 1 has been revised to further clarify this point.

Adjustment J, page 37

8. Staff’s Comment: 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).

Response: The put option
liability has been reduced by $2,250,000 of additional unpaid SPAC expenses. This was stipulated in the “Put Option Agreement”,
Exhibit B to the Business Combination Agreement – whereas

“if the Company pays more than
$2,250,000 of Unpaid SPAC Expenses on or after the Closing Date (such amount in excess of $2,250,000 actually paid, the “Additional
Unpaid SPAC Expenses Amount”), then, without duplication, (i) the number of Achari Put Shares subject to the Achari Put Options
(for the avoidance of doubt, giving effect to any anti-dilution or other adjustments as contemplated by Section 1(h) above) shall be reduced
by a number of Achari Put Shares equal to the quotient of the Additional Unpaid SPAC Expenses Amount divided by $8.00 following written
notice to the Sponsor and (ii) the number of Achari Put Shares that the Achari Put Holder is to maintain as a result of the Sponsor Letter
Agreement shall be reduced from 750,000 by a number of Achari Put Shares equal to the quotient of the Additional Unpaid SPAC Expenses
Amount divided by $8.00 following written notice to the Sponsor.”

All SPAC expenses that have previously
been paid have been appropriately recognized in the pro forma statement of operations for the year ended December 31, 2022. The amount
that the put option liability has been reduced by represents the Unpaid SPAC Expenses up to $2,250,000, and therefore would not have an
impact on the pro forma statement of operations for the year ended December 31, 2022.

Note 3 -- Adjustments to Unaudited
Pro Forma Condensed Combined Financial Information Adjustment B, page 37

9. Staff’s Comment: 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.

Response: The classification
of the $3,500,000 of deferred underwriters’ discount is more appropriately classified as Accrued Expenses and Other Liabilities
(as opposed to a reduction of cash) because Vaso has already reduced cash for the full $4.5 million of Unpaid SPAC Expenses (which is
the sum of $4.4 million set out in Note D plus $0.1 million that Vaso has already spent for Achari fees) but the total Unpaid SPAC Expenses
in the Achari balance sheet included in its unaudited financial statements for September 30, 2023 is $6.787 million ($3.287 million in
current liabilities plus $3.5 million deferred underwriting fee). As a result, Vaso moved the deferred underwriting fee into accrued liabilities
to consolidate and present in one spot the remaining liabilities that need to be paid or settled prior to the Business Combination to
meet the closing condition that Unpaid SPAC Expenses not exceed $4.5 million at the time of closing.

    4

Securities and Exchange Commission

February 14, 2024

In the event of the Maximum Redemption
Scenario, the $3,500,000 of deferred underwriters’ compensation will be paid from cash and cash equivalents. The pro forma unaudited
financial statements included in Amendment No. 1 show that in the Maximum Redemption Scenario, Achari would have had $4,429,000 of cash
and cash equivalents as of September 30, 2023.

Risk Factors

Risks Related to the Business
Combination, page 41

10. Staff’s Comment: 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.

Response: The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s sponsor and Vaso are not controlled
by and have no substantial ties to any non-U.S. person. As currently there are no non-U.S. persons that are otherwise involved in this
business combination, the Company does not expect that CFIUS review would be relevant to this transaction. If in the future, non-U.S.
persons will become involved in this business combination, the Company will update the Registration Statement to include the relevant
disclosure.

Achari has been notified by
Nasdaq that it is not in compliance with certain standards which Nasdaq requires..., page 45

11. Staff’s Comment: 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
a