SecProbe.io

CORRESP
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[Achari letterhead]

April 9, 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. 2 (“Amendment No. 2”) 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 March 8, 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. 2.

Amendment No. 1 to Registration
Statement on Form S-4

Cover Page

 1. Staff’s Comment: We note your response to comment 1 and reissue
the comment. Please revise to clarify that the IPO S-1 was declared effective on October 14, 2021.

Response: In response
to the Staff’s comment, the Company revised the date of the IPO S-1 in Amendment No. 2 to properly reflect that the date of the IPO S-1
was October 14, 2021.

Questions and Answers

Q. What equity stake will
current Achari Stockholders and Vaso stockholders hold in the

Company..., page 18

 2. Staff’s Comment:
We note your response to comment 4 and reissue the comment. Please revise to show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders at each of the redemption scenarios disclosed.

Response: In response to
the Staff’s comment, the Company revised the disclosures in the sections entitled “Summary of the Joint Proxy Statement/Prospectus
– Per Share Valuations upon Closing”, “Questions and Answers – What equity stake will current Achari stockholders
and Vaso Stockholders hold in Achari (to be renamed “Vaso Holding Corporation”) after the Completion of the Business Combination?”
and “Proposal 1: The Business Combination Proposal – Per Share Valuations upon Closing ”.

Securities and Exchange Commission

April 9, 2024

Unaudited Pro Forma Condensed
Combined Financial Information

Adjustment J, page 41

 3. Staff’s Comment: We note your response to prior comment 8.
For clarity, please expand Note J to include the information provided in your response.

Response: In response to
the Staff’s comment, the Company revised the information included in its Note J.

Note 3 -- Adjustments to Unaudited
Pro Forma Condensed Combined Financial Information

Adjustment B, page 41

 4. Staff’s Comment: We note your response to prior comment 9 and
have the following comments:

 ● It is still not clear to us why the $3.5 million deferred
underwriters’ discount that becomes due and payable upon the consummation of the Business Combination is being classified as accrued
expenses. We again reiterate that your disclosures throughout the filing indicate the deferred underwriting fees are payable from the
amounts held in the Trust Account if the Company completes a Business Combination;

 ● Your response indicates that in the event of the Maximum
Redemption Scenario, the $3,500,000 of deferred underwriters’ compensation will be paid from cash and cash equivalents. Please
explain why such cash payment will not be similarly made under the Minimum Redemption Scenario. In addition, revise your pro forma balance
sheet to illustrate that in the event of the Maximum Redemption Scenario, the $3,500,000 of deferred underwriters’ compensation
will be paid from cash and cash equivalents; and

 ● Note EE reflects Achari transaction costs to be incurred
subsequent to September 30, 2023. Explain how these costs are addressed in the Unpaid SPAC expenses..

Response: We have revised
the discussion of the $3.5 million of deferred underwriters’ discount in the notes to the unaudited pro forma condensed combined
balance sheet so that as of December 31, 2024 it is reflected as a payment that becomes due and payable upon the consummation of the Business
Combination to Accrued Expenses and Other Liabilities.

Additionally, we have revised Note D in
the unaudited pro forma condensed combined balance sheet to reflect that as of December 31, 2023, approximately $3.8 million in Achari
unpaid costs remaining in accrued expenses and other liabilities is the responsibility of the Sponsor to settle at consummation of the
Business Combination.

Note EE has been expanded to indicate that
these Achari transaction costs are included in the unpaid SPAC expenses referenced in Note D.

Risk Factors

Achari has been notified by Nasdaq
that it is not in compliance with certain standards which Nasdaq requires..., page 50

 5. Staff’s Comment:
We note your response to comment 11 and reissue the comment. Please expand your disclosure here to note
the date you received any notifications of non-compliance from Nasdaq, the rule or requirement you are not in compliance with, and any
applicable deadlines set by Nasdaq to regain compliance. Please also provide updated disclosure regarding hearings or additional communications
from Nasdaq. In this regard, we note your revised disclosure on pages 153-154.

Response: In response to
the Staff’s comment, the Company revised and updated its disclosures in the specified risk factor. As set out in such revised disclosure,
the Company received notice from Nasdaq on April 5, 2024 (the “April 5 Nasdaq Letter”) of its intention to suspend trading
of the SPAC Shares at the open of trading on April 9, 2024 due to the Company’s failure to comply with the terms of the decision
of Nasdaq hearing panel dated December 19, 2023. The Company intends to request a review of the decision set out in the April 5 Nasdaq
Letter pursuant to the terms set out therein. The Company confirms that it has not received any additional communications from Nasdaq
regarding non-compliance other than as set forth in the Registration Statement.

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 Securities and Exchange Commission

April 9, 2024

 6. Staff’s Comment:
Please add a separate risk factor that addresses the fact that the extension Nasdaq granted for Achari to
cure the existing continued listing deficiencies expires on April 2, 2024. Clarify your plans with respect to this deadline and the risks
associated with the timing and the possible delisting. Also highlight this deadline and related risks in the summary and Q&As.

Response: In response to
the Staff’s comment, the Company added a separate risk factor entitled “As we have not cured certain existing listing deficiencies
by the deadline of April 2, 2024 which Nasdaq had provided to us, Nasdaq may choose to delist our securities, which could limit investors’
ability to make transactions in Achari’s securities and subject us to additional trading restrictions” The Company has
also revised its disclosures to highlight the April 2, 2024 deadline, the April 5 Nasdaq Letter and the related risks in (i) the Risk
Factor summary, (ii) the Risk Factor entitled “Achari has previously been notified by Nasdaq that it is not in compliance with
certain standards which Nasdaq requires listed companies meet for their respective securities to continue to be listed and traded on its
exchange and on April 5, 2024, Achari received a letter from Nasdaq indicating that Nasdaq has decided to delist Achari’s shares
from the Nasdaq exchange, with trading in Achari’s shares suspended as of April 9, 2024. Achari intends to request that Nasdaq review
the decision to delist Achari’s securities. If Achari is unable to regain compliance with Nasdaq’s continued listing requirements
or any other requirements, or otherwise secure relief from Nasdaq with respect to such requirements, Achari’s securities will be
delisted from Nasdaq, which may adversely affect the liquidity and trading price of our securities or otherwise limit investors’
ability to make transactions in Achari’s securities and subject us to additional trading restrictions.”, (iii) the Q&A
entitled “What Proposals must be passed in order for the Business Combination to be completed?”, (iv) the Q&A entitled
“What conditions must be satisfied to complete the Business Combination?”, and (v) in the section entitled “Background
of the Business Combination”.

The Business Combination Agreement

Additional Conditions to Obligations
of Vaso, page 87

 7. Staff’s Comment: We note your response to comment 16. We also
note that your unpaid SPAC expenses are currently in excess of the closing condition limit of $4,500,000. Please revise to explain in
further detail how you plan to meet this closing condition.

Response: We have revised the “Additional
Conditions to Obligations of Vaso” to disclose that we 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, be negotiated down to $4,500,000 or
a combination thereof.

The Achari Board’s Reasons
for the Approval of the Business Combination, page 99

 8. Staff’s Comment:
We note your response to comment 17 and reissue the comment. 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.
Please also revise to disclose the fairness opinion Vaso management obtained, which the Achari Board reviewed in reaching its determination.
Refer to Item 14(b)(6) of Schedule 14A and Item 1015(b) of Regulation M-A.

Response: In response to
the Staff’s comment, the Company revised the disclosure in the section entitled “The Achari Board’s Reasons for the
Approval of the Business Combination”. The Company also added a section entitled “Fairness Opinion of River Corporate”,
attached the Fairness Opinion of River Corporate as Annex F and included a risk factor entitled “The Achari Board did not obtain
a fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a
financial point of view to the Public Stockholders”.

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 Securities and Exchange Commission

April 9, 2024

Interests of Achari’s Directors
and Officers and Others in the Business Combination, page 102

 9. Staff’s Comment:
We note your response to comment 18 and reissue the comment in part. Please revise to 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.

Response: In response
to the Staff’s comment, the Company revised the disclosure in the sections entitled “Interests of Achari’s Directors
and Officers and Others in the Business Combination” to note the interests of the Company members in the Sponsor.

In response to the Staff’s comment,
the Company also revised the disclosure in the sections entitled “The Achari Board’s Reasons for the Approval of the Business
Combination” and “Interests of Achari’s Directors and Officers and Others in the Business Combination”
to clarify how the Board considered the enumerated conflicts in negotiating and recommending the Business Combination generally. All of
the activities relating to the search for an acquisition candidate were conducted on behalf of the Company with a view to entering into
a business combination agreement with a company that the directors thought would bring value to its stockholders.

 10. Staff’s Comment: Please revise to disclose the per share price the sponsor paid for the
2.5 million founder shares.

Response: We have revised
the disclosure in Amendment No. 2 to disclose that the per share price the Sponsor paid for the 2.5 million Founder Shares was $0.01 per
share.

Background of the Business
Combination, page 103

 11. Staff’s Comment:
We note your response to comment 19 and reissue in part. Please disclose when the decision to expand the
scope of the target search was made and how or to what extent the non-cannabis companies you contacted prior to that time came into view
and met your initial criteria. In addition, revise the discussions of your contact and negotiations with each of Companies A-F to disclose
the date you entered into the non-disclosure agreements and letters of intent, and the dates negotiations ceased.

Response: In response
to the Staff’s comment, the Company revised the disclosure in the section entitled “Background of the Business Combination”.

 12. Staff’s Comment: We note your response to comment 21. Please
revise your disclosure in the registration statement to provide the information included in your response, in which you 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.

Response: We have revised
the disclosure in the “Background of the Business Combination” in Amendment No. 2 to expand upon Vaso’s interest
in seeking a listing on a national securities exchange via a business combination with a SPAC rather than by directly uplisting of its
common stock.

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Securities and Exchange Commission

April 9, 2024

 13. Staff’s Comment:
We note your response to comment 23. We also note your disclosure on page 109 that “[t]he final valuation
was also the result of negotiations between Vaso and Achari, with each party aiming to maximize returns for its own shareholders.”
Please revise to further discuss these negotiations and to provide additional disclosure regarding the valuation methodology and assumptions
underlying the valuations included in the August LOIs. Please also revise here and elsewhere where you emphasize the extent of the negotiations
to clarify the potential conflicts of interest of the Achari sponsor and related parties, as compared to the interests of Achari public
shareholders, including that it is in the best interests of the sponsor and insiders for Achari to complete a business combination rather
than liquidate the SPAC.

Response: In response to
the Staff’s comment, the Company revised the disclosure to provide additional information regarding these negotiations and the valuation
methodology and assumptions underlying the valuations included in the August LOIs. The Company also revised its disclosure to clarify
the potential conflicts of interest of the Achari sponsor and related parties, as compared to the interests of Achari public shareholders,
including that it is in the best interests of the sponsor and insiders for Achari to complete a business combination rather than liquidate
the SPAC.

 14. Staff’s Comment:
Please revise to disclose the projections provided by Vaso and the adjustments made to the projections by
Achari. Disclose all material assumptions underlying the projections and the adjustments to the projections. Also discuss the possible
impact if the projections are not correct. Clarify when the projections were provided. and when they were revised.

Response: In response to
the Staff’s comment, the Company revised the disclosure in the section entitled “Background of the Business Combination”.

 15. Staff’s Comment: Pl