SEC Comment Letter 0000000000-24-000866 to Vocodia Holdings Corp (VHAI)
Vocodia Holdings Corp
Date: Jan. 23, 2024 · CIK: 0001880431 · Accession: 0000000000-24-000866
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File numbers found in text: 333-269489
Letter
United States securities and exchange commission logo January 23, 2024 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re:Vocodia Holdings Corp Amendment No. 4 to Registration Statement on Form S-1 Filed January 10, 2024 File No. 333-269489 Dear Brian Podolak: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 4 to Form S-1 filed January 10, 2024 Cover page 1.You state that you will not consummate this offering unless your listing application is approved. This appears inconsistent with your statement that the price offered by the selling shareholders “will be fixed at the initial public offering price per IPO Share until such time as the Common Stock is listed on the Cboe BZX Exchange, Inc.” and that they will sell “at varying prices.” Please revise. 2.It appears that you are registering the resale of 30,000 shares of common stock underlying a representative's warrant. As the representative's warrant has not been issued as of the date that the registration statement was filed, please provide us an analysis as to why you believe that these shares can be registered at this time. For guidance, refer to Question 139.06 of our Compliance and Disclosure Interpretations relating to Securities Act Sections.
FirstName LastNameBrian Podolak Comapany NameVocodia Holdings Corp January 23, 2024 Page 2 FirstName LastName Brian Podolak Vocodia Holdings Corp January 23, 2024 Page 2 Exhibit 23.1, page II-4 3.Please have your Independent Registered Public Accounting Firm update the date of its consent. Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Ross Carmel
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United States securities and exchange commission logo
January 23, 2024
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Amendment No. 4 to Registration Statement on Form S-1
Filed January 10, 2024
File No. 333-269489
Dear Brian Podolak:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Form S-1 filed January 10, 2024
Cover page
1.You state that you will not consummate this offering unless your listing application is
approved. This appears inconsistent with your statement that the price offered by the
selling shareholders “will be fixed at the initial public offering price per IPO Share until
such time as the Common Stock is listed on the Cboe BZX Exchange, Inc.” and that they
will sell “at varying prices.” Please revise.
2.It appears that you are registering the resale of 30,000 shares of common stock underlying
a representative's warrant. As the representative's warrant has not been issued as of the
date that the registration statement was filed, please provide us an analysis as to why you
believe that these shares can be registered at this time. For guidance, refer to Question
139.06 of our Compliance and Disclosure Interpretations relating to Securities Act
Sections.
FirstName LastNameBrian Podolak
Comapany NameVocodia Holdings Corp
January 23, 2024 Page 2
FirstName LastName
Brian Podolak
Vocodia Holdings Corp
January 23, 2024
Page 2
Exhibit 23.1, page II-4
3.Please have your Independent Registered Public Accounting Firm update the date of its
consent.
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross Carmel