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UPLOAD Filing

Vocodia Holdings Corp
Date: July 28, 2025 · CIK: 0001880431 · Accession: 0000000000-25-007901

Offering / Registration Process Related Party / Governance Regulatory Compliance

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File numbers found in text: 024-12569

Date
July 28, 2025
Author
Division of
Form
UPLOAD
Company
Vocodia Holdings Corp

Letter

Re: Vocodia Holdings Corp Amendment No. 1 to Offering Statement on Form 1-A Filed July 17, 2025 File No. 024-12569 Dear Brian Podolak:

July 28, 2025

Brian Podolak Chief Executive Officer Vocodia Holdings Corp 7781 NW Beacon Square Blvd Unit 102-V64 Boca Raton, FL 33487

We have reviewed your amended offering statement and have the following comments.

Please respond to this letter by amending your offering 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 offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 28, 2025 letter.

Amendment No. 1 to Offering Statement on Form 1-A Security Ownership of Certain Beneficial Owners and Management, page 65

1. Please include the shares held by Thornhill Holdings Ltd. referenced in footnote (3) to the beneficial ownership table or advise. Additionally, please add the addresses of beneficial owners. Refer to Item 12 of Part II of Form 1-A. General

2. We note your response to prior comment 5 and the revised disclosure that the offering will "continue for one year thereafter or until all shares have been sold, whichever occurs first" with an option to extend for an additional 90 days. We also note your disclosure that the offering "may be used for up to three years and 180 days." Please July 28, 2025 Page 2

revise to clearly state whether the maximum duration of the offering is for one year and 90 days or three years and 180 days. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551- 3447 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jonathan Leinwand

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
7781 NW Beacon Square Blvd
Unit 102-V64
Boca Raton, FL 33487

 Re: Vocodia Holdings Corp
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed July 17, 2025
 File No. 024-12569
Dear Brian Podolak:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering 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 offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our February 28,
2025 letter.

Amendment No. 1 to Offering Statement on Form 1-A
Security Ownership of Certain Beneficial Owners and Management, page 65

1. Please include the shares held by Thornhill Holdings Ltd. referenced in
footnote (3)
 to the beneficial ownership table or advise. Additionally, please add
the addresses of
 beneficial owners. Refer to Item 12 of Part II of Form 1-A.
General

2. We note your response to prior comment 5 and the revised disclosure that
the offering
 will "continue for one year thereafter or until all shares have been
sold, whichever
 occurs first" with an option to extend for an additional 90 days. We
also note your
 disclosure that the offering "may be used for up to three years and 180
days." Please
 July 28, 2025
Page 2

 revise to clearly state whether the maximum duration of the offering is
for one year
 and 90 days or three years and 180 days.
 Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at
202-551-
3447 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Jonathan Leinwand
</TEXT>
</DOCUMENT>