CORRESP Filing
Vocodia Holdings Corp
Date: July 30, 2025 · CIK: 0001880431 · Accession: 0001213900-25-069413
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12569
Letter
Re: Re: Vocodia Holdings Corp
July 30, 2025
US Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Washington, D.C. 20549
Offering Statement on Form 1-A
Filed February 12, 2025
File No. 024-12569
Ladies and Gentlemen:
This letter is being submitted on behalf of Vocodia Holdings Corp. (the "Company") in response to the comment letter, dated July 28, 2025, of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") with respect to the Offering Statement on Form1-A/A filed on July 17, 2025 (the "Offering Statement").
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.
Response : Footnote (3) referencing the shares of Thornhill Holdings Ltd. has been deleted as neither Thornhill nor its beneficial owners are officers, directors, or 5% or greater shareholders of the Company. The addresses for the beneficial owners have been added as footnote (1).
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 revise to clearly state whether the maximum duration of the offering is for one year and 90 days or three years and 180 days.
Response : The statement that the offering "may be used for up to three years and 180 days" has been removed
Vocodia Holdings
July 30, 2025
Page 2 of 2
Should you have any questions regarding the foregoing, please do not hesitate to contact Jonathan Leinwand at (954) 903-7856.
Very Truly Yours,
JONATHAN D. LEINWAND, P.A.
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CORRESP 1 filename1.htm July 30, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.C. 20549 Re: Re: Vocodia Holdings Corp Offering Statement on Form 1-A Filed February 12, 2025 File No. 024-12569 Ladies and Gentlemen: This letter is being submitted on behalf of Vocodia Holdings Corp. (the "Company") in response to the comment letter, dated July 28, 2025, of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") with respect to the Offering Statement on Form1-A/A filed on July 17, 2025 (the "Offering Statement"). 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. Response : Footnote (3) referencing the shares of Thornhill Holdings Ltd. has been deleted as neither Thornhill nor its beneficial owners are officers, directors, or 5% or greater shareholders of the Company. The addresses for the beneficial owners have been added as footnote (1). 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 revise to clearly state whether the maximum duration of the offering is for one year and 90 days or three years and 180 days. Response : The statement that the offering "may be used for up to three years and 180 days" has been removed Vocodia Holdings July 30, 2025 Page 2 of 2 Should you have any questions regarding the foregoing, please do not hesitate to contact Jonathan Leinwand at (954) 903-7856. Very Truly Yours, JONATHAN D. LEINWAND, P.A. By: /s/ Jonathan Leinwand Jonathan Leinwand, Esq. Jonathan D. Leinwand, P.A. 18305 Biscayne Blvd. ● Suite 200 ● Aventura, FL 33160 ● Tel: (954) 903-7856 ● Fax: (954) 252-4265 www.jdlpa.com