Correspondence 0001213900-24-059591 from Achari Ventures Holdings Corp. I (AVHI, AVHIU, AVHIW) (CIK 0001844507)
Achari Ventures Holdings Corp. I (AVHI, AVHIU, AVHIW) (CIK 0001844507)
Date: July 5, 2024 · CIK: 0001844507 · Accession: 0001213900-24-059591
AI Filing Summary & Sentiment
File numbers found in text: 333-276422
Referenced dates: June 24, 2024
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CORRESP
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Achari Ventures Holdings Corp. I
60 Walnut Avenue, Suite 400
Clark, New Jersey 07066
July 5, 2024
Via Edgar
Ms. Kristin Lockhead
Ms. Jeanne Baker
Mr. Juan Grana
Ms. Abby Adams
Division of Corporation
Finance
Office of Industrial
Applications and Services
U.S. Securities
and Exchange Commission
Washington, D.C. 20549-4720
Re:
Achari Ventures Holdings Corp. I
Amendment No. 5 to Registration Statement on Form S-4
Filed June 14, 2024
File No. 333-276422
Dear Commission Staff:
Achari Ventures Holding Corp. I (the “Company”,
“Achari”, “we”, “our” or “us”) transmits herewith Amendment
No. 6 (“Amendment No. 6”) 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 June 24, 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. 6.
Amendment No. 5 to Registration Statement on Form S-4
General
1. We note your response to comment 1 and reissue the comment. Please provide the information requested in our comment, or revise
to clarify the reasonable basis on which you have determined that the reverse stock split will not be necessary. We note that Vaso’s historical
trading quotes and volume do not appear to support your determination. Revise the Q&A on pages 30-31 to provide a more complete view
of the history of Vaso’s share price. Please also revise the references to Vaso’s common stock as “historically volatile” to
clarify your meaning of this term and your frame of reference.
We have revised the disclosure in Amendment No. 6 to (i) clarify the
assumptions as to why we have assumed that the Reverse Stock Split may not be necessary, (ii) provide additional information regarding
the history of Vaso’s share price and (iii) to clarify the meaning of “historical volatility” and to give examples of
the same.
Fairness Opinion of River Corporate, page 217
2. We note your response to comment 6 and reissue the comment. As Achari received the fairness opinion from River Corporate and it
is included in this document, please revise to provide all information required by Item 1015(b) of Regulation M-A. Refer to Item 4(b)
of Form S-4 and Item 14(a)(6) of Schedule 14A.
We have revised the disclosure in the section of Amendment No. 6 entitled
“Fairness Opinion of River Corporate provided to the Vaso Board of Directors” to provide the additional information required
by Item 1015(b) of Regulation M-A.
Thank you for your assistance in this matter. Please contact the undersigned
or Achari’s counsel with any questions or further comments.
Sincerely,
/s/ Vikas Desai
Name:
Vikas Desai
Title:
Chief Executive Officer