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November 30, 2022
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted November 1, 2022
CIK No. 0001880431
Dear Brian Podolak:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 comments apply 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 these comments 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
Industry and Market Data, page ii
1.We note your statements that you have not independently verified any of the data from
third-party sources nor have you verified the underlying economic assumptions relied
upon by those third parties. These statements may imply an inappropriate disclaimer of
responsibility with respect to such information.  Please either delete these statements or
specifically state that you are liable for such information.
Prospectus Summary, page 5
2.You disclose that you have a "diversified pipeline of over 5,000 potential DISAs." Please
disclose the basis for your estimated pipeline of over 5,000 DISAs. To provide context,

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 November 30, 2022 Page 2
 FirstName LastNameBrian Podolak
Vocodia Holdings Corp
November 30, 2022
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disclose the number of DISAs sold in 2020 and 2021.
3.Please disclose in the prospectus summary and in the risk factors that your auditors have
concluded that there is a substantial doubt about the company’s ability to continue as a
going concern.
4.Please disclose the basis for the following statements regarding the company:

•Company's AI software can perform at the 85th to 90th percentile of existing human
sales representatives.
•Vocodia can train and deliver basic DISAs in as fast as 3 days (compared to 45 to 90
days offered by its top competitors).
•DISA is the "world’s first humanized conversational AI technology."
•DISAs are deployed with less than one-third of the cost of a human sales agent and
can increase sales operations efficiencies by 300% to 400%.
•DISAs can reduce the client’s costs by 66% and increase efficiencies by the call
centers by 67%.
5.Please include a chart showing the corporate structure of Vocodia Holdings Corp. and
the subsidiary, Click Fish Media.  Indicate on the chart whether the subsidiary is wholly-
owned.
The Offering, page 9
6.Please disclose the amount of proceeds that will be used to pay the commission and
offering costs.
Risk Factors, page 11
7.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
8.Revise your disclosures to describe the Contribution Agreement that you discuss in your
response. Clarify how you will account for the transaction and the specific authoritative
accounting literature upon which you are relying.  Clarify if you consider this a
transaction between entities under common control and, if so, how Mr. Sposato has a

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Vocodia Holdings Corp
November 30, 2022
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controlling interest in Vocodia Holdings Corp. prior to the transaction.  Clarify the
accounting literature upon which you are relying in determining the measurement basis of
net assets transferred and the presentation of comparative financial statements for prior
years. Clarify why you plan to file an amended set of financial statements for prior years
which marks such statements as “consolidated” rather than “combined” entities.
9.In your response you state that in a subsequent amendment of the S-1/A, you plan to
include (if necessary) an amended set of financial statements for prior years.  Please
clarify why you state “if necessary” and tell us the specific periods you intend to include
in your filing at the time of your offering.
10.Please explain whether the company uses any key metrics to manage the business such as
the number of customers, number of DISAs sold, or the number of conversions which you
state the company relies upon to generate increased free cash flow. You state that many
clients may have 50 to 150 DISAs in use at any given time.  Disclose the average number
of DISAs per client and whether you had any significant clients during the periods
presented.
Results of Operations
Fiscal Year December 31, 2021 Compared to Fiscal Year December 30, 2020, page 40
11.Revise your disclosures to provide explanations for changes in revenue and in each of the
expense categories presented in your income statement as compared to the prior periods
presented.
Description of Securities, page 62
12.Please disclose the rights and privileges of holders of common stock, including voting
rights, as required under Item 202 of Regulation S-K.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
13.Your disclosure on page 39 states that your auditors have concluded that there is a
substantial doubt about the Company’s ability to continue as a going concern.  Please have
your auditor revise its report accordingly.  Please also include the disclosures required by
ASC 205-40-50 in the Notes to Financial Statements and ensure they are consistent with
your disclosures on page 39. In this regard, your disclosure on page 39 states that you
believe your current cash balances coupled with anticipated cash flow from operating
activities and proceeds from this offering will be sufficient to meet your working capital
requirements for at least one year from the date of issuance of the accompanying
consolidated financial statements.  Clarify how you are assured that the offering will be
consummated and in sufficient amounts to meet the Company’s working capital
requirements.

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 November 30, 2022 Page 4
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Brian Podolak
Vocodia Holdings Corp
November 30, 2022
Page 4
Combined Statement of Operations, page F-4
14.Revise your disclosures to describe your stock based compensation arrangements resulting
in the $1,000,000 of stock based compensation recognized for the year ended December
31, 2021.  Include all the disclosures required by ASC 718.
15.Revise your disclosures to describe the nature of the $1.2 million Loss on Investments you
incurred for the year ended December 31, 2021.
Notes to Financial Statements
Note 6 - Income Taxes, page F-12
16.Your disclosure indicates that you recognized a tax benefit of $1,262,030 for 2021.
However, the Combined Statement of Operations on page F-4 does not reflect any income
tax benefit or expense for 2021. Please revise or advise.
Signatures, page II-5
17.The registrationstatement must be signed by the issuer, its principal executive officer,
principal financial officer, principal accounting officer, and a majority of the members of
its board of directors. Any person who occupies more than one of the specified positions
should indicate each capacity in which he signs the registration statement. Please identify
who is signing as the principal financial officer and principal accounting officer of the
company.
General
18.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Laura Veator, Senior Staff Accountant at 202-551-3716, or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Aliya
Ishmukhamedova, Law Clerk, at 202-551-2336 or Jan Woo, Legal Branch Chief, at 202- 551-
3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel