TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo April 15, 2021 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. 1 to Draft Registration Statement on Form S-1 Submitted February April 6, 2021 CIK 0001844507 Dear Mr. Desai: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to the comment and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Summary, page 2 1. We note your response to prior comment 1 and revised disclosure. Please disclose in quantitative and qualitative terms how economic incentives could result in substantial misalignment of interests where an initial business combination does occur. For example, since your sponsor acquired a 20% stake for approximately $0.01 per share and the offering is for $10.00 per unit, your sponsor could make a substantial profit after the initial business combination even if public investors experience substantial losses. Vikas Desai FirstName LastNameVikas DesaiI Achari Ventures Holdings Corp. Comapany April NameAchari Ventures Holdings Corp. I 15, 2021 April 215, 2021 Page 2 Page FirstName LastName You may contact Li Xiao at 202-551-4391 or Kevin Kuhar at 202-551-3662 if you have questions regarding comments on the financial statements and related matters. Please contact Alan Campbell at 202-551-4224 or Chris Edwards at 202-551-6761 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Ari Edelman, Esq.