SecProbe.io

CORRESP
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filename1.htm

May 15, 2023

Via EDGAR

Jan Woo and Aliya Ishmukhamedova

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vocodia Holdings Corp

    Amendment No. 1 to Registration Statement on Form
    S-1

    Filed April 24, 2023

    File No. 333-269489

Ladies and Gentlemen:

On behalf of Vocodia Holdings
Corp (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) contained in its letter dated May 8, 2023, with respect to the
Company’s above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Form S-1”).

For your convenience, the text
of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all
references to page numbers in the responses are references to the page numbers in the Company’s Amendment No. 2 to Registration
Statement on Form S-1 (the “Form S-1/A2”), filed concurrently with the submission of this letter in response to the
Staff’s comments. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in Form S-1/A2.

Form S-1 filed April 24, 2023

General

Capitalization, page 43

1. We note your response to prior comment one that
after a Liquidity Event, the holders of the convertible notes may elect to exercise their conversion right, in whole or in part, and receive
payment of principal and interest under the notes in shares of the Company. Clarify your basis for assuming that all note holders will
elect to convert their notes and how you consider conversion of the notes probable. Refer to Article 11-01(a)(8) of Regulation S-X. In
your response, clarify whether note holders have informed you of their intent to convert the notes. In addition, please revise the headers
to each column that is "adjusted" to note that those columns are "Pro Forma As Adjusted".

Response: In response to this comment, the
Company respectfully advises the Staff that all holders of the convertible notes have informed the Company or the Representative that
they intend to automatically and mandatorily convert a portion or all of their convertible notes after the Liquidity Event triggered by
the initial public offering, so that $2,596,176 in principal and interest of the convertible notes shall be converted at the conclusion
of the initial public offering. Three of the existing holders of the convertible notes have expressed their intention to convert 50% of
their notes, while the remaining 22 holders have expressed their intention to convert their convertible notes in full. In light of such
information, the Company considers that the conversion of the convertible notes is probable under Article 11-01(a)(8). The Company has
included such clarification in appropriate footnotes and has adjusted all headers to state “Pro Forma As Adjusted”.

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Management's Discussion and Analysis of Financial
Condition and Results of Operations, page 48

2. Revise your disclosures to explain the change
in revenue during the year ended December 31, 2022 as compared to the year ended December 31, 2021. Refer to Item 303(b) of Regulation
S-K. In this regard, your revenue disclosures on page 47 state that as of December 31, 2022 and 2021, you had a total of 1 and 5 paying
clients with 10 and 71 DISAs, respectively, paying an average monthly fee of $1,495 and $795, respectively. It’s unclear how this
reconciles to your revenue recognized during the years ended December 31, 2022 and 2021.

Response: In response to this comment, the
Company advises the Staff that the Company has revised the revenue disclosures on page 47 to explain the change in revenue during the
year ended December 31, 2022 as compared to the year ended December 31, 2021.

Loss on Investments, page 51

3. Revise your disclosure to clarify the nature
of these investments and the expenses or losses you incurred during the year ended December 31, 2021. Refer to comment four from our comment
letter dated January 3, 2023.

Response: In response to this comment, the
Company advises the Staff that the Company has revised the disclosure on page 48 of the Form S-1/A2 to clarify the nature of the investments
and the expenses or losses incurred during the year ended December 31, 2021.

Financial Statements

Notes to Financial Statements

Note 1 - Description of Business, page F-8

4. You disclose that you determined that the acquisition
met the requirements for accounting for the transaction as a business combination in accordance with ASC 805. In your response, tell us
the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. In addition, tell us
the amounts that are included in the combined financial statements that are attributable to Click Fish Media ("CFM") for each
period prior to its acquisition. That is, please provide us with the revenue, expenses, and net income (loss) for each of Vocodia
and CFM for the year ended 12/31/21 and for the interim period up to the acquisition date of CFM. Also, provide us with CFM's assets and
liabilities included in the combined balance sheet as of 12/31/21.

Response: In response to this comment, the
Company advises the Staff that the Company has revised its Principles of Combination on page F-8 of the Form S-1/A2 to illustrate (i)
the revenue, expenses, and net income (loss) for each of Vocodia and CFM for the year ended December 31, 2021 and for the interim period
up to the acquisition date of CFM; (ii) CFM's assets and liabilities included in the combined balance sheet as of December 31, 2021, and
(iii) the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed.

Note 2 - Summary of Significant Accounting Policies,
page F-8

5. Your disclosure indicates that the transaction
will be accounted for in 2022. If the transaction has been accounted for in your December 31, 2022 financial statements, please
revise this disclosure. If it has not been accounted for in your December 31, 2022 financial statements, please clarify why.

Response: In response to this comment, the
Company advises the Staff that the transaction was accounted for in 2022 and the financial statements have been revised to rectify the
verb tense on page F-8 of Form S-1/A-2.

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6. We note your response to prior comment 4; however,
it does not appear that you have included any disclosures in your notes to the financial statements related to your stock based compensation
arrangements. Please revise your financial statements to describe these arrangements and include all of the disclosures required by ASC
718 related to your stock-based compensation and non-employee stock based compensation arrangements, including the assumptions used to
determine the fair value of your common stock.

Response: In response to this comment, the
Company advises the Staff that the Company has included disclosures that describes the stock-based compensation and non-employee stock-based
compensation arrangements, including the assumptions used to determine the fair value of the Company’s common stock on page F-11
of Form S-1/A-2.

7. We note your response to prior comment 8. Considering
that Mr. Podolak was not the CEO of Click Fish Media, please further clarify how Vocodia Holdings Corp. and Click Fish Media had common
operations and were commonly managed at the date of the acquisition. Clarify the decision making authority that each of Mr. Podolak and
Mr. Sposato had as it relates to the management of Click Fish Media. Also, clarify how these companies were not operated as if they were
autonomous, including whether they shared common facilities and costs and the degree of intercompany activity. Tell us how these companies
were commonly managed other than sharing management such as whether CFM provided services to other customers besides Vocodia.

Response: In response to this comment, the
Company advises the Staff that Mr. Sposato, the Chief Technology Officer and co-founder of the Company, owned all of the capital stock
and was the authorized signatory of CFM. While Mr. Podolak had no formal decision-making authority relating to the management of CFM pursuant
to its organizational documents, Mr. Sposato, the authorized signatory of CFM, consulted with Mr. Podolak for any and all business decisions
so that CFM’s management was in fact exercised in concert by Mr. Podolak and Mr. Sposato from 2019 to 2022 (including, but not limited,
with respect to sales, marketing and strategy, and Mr. Podolak’s direct responsibilities). The Company and CFM shared office spaces
at 211 NW 17th St, Delray Beach, FL 33444 until December 31, 2021, shared telecommunications and computer systems and developed
products and services together such as lead generation systems to generate phone calls for automobile dealers. In addition to the businesses
transacted with the Company, CFM had a portfolio of clients including several local auto dealerships, among others.

8. Your disclosure on page 48 indicates that in
July 2021, you granted 2,000,000 shares of stock to an employee that vested immediately and management determined the grant date fair
value of the shares based on the most recent price of shares sold in a private sale of securities and recorded a non-cash compensation
expense of $1,000,000 for the year ended December 31, 2021. Please clarify more specifically the recent shares sold upon which you based
the fair value. In this regard, your disclosure on page F-6 indicates that during 2021 you issued 207,750 shares of common stock for $4,955,360.
That is, it appears these shares were issued at $23.85 a share. Clarify how you considered the price of these shares in the determination
of fair value for purposes of measuring your stock based compensation.

Response: In response to this comment, the
Company advises the Staff that the Company has revised the Stock Based Compensation disclosure on page 48 of Form S-1/A2 to include the
recent stock sales upon which the Company relied to base its valuation and to retrospectively present the stock sales and grant on a split
adjusted basis.

9. Your disclosure on page 51 indicates that you
recognized non-employee stock based compensation of $1,826,500 during the year ended December 31, 2022, valued at $1.00 per share prior
to September 2022 and valued at $2.06 subsequent to this date. However, your disclosure on page F-6 indicates that during 2022 you issued
154,429 shares of common stock for $3,442,214. That is, it appears these shares were issued at $22.29. Clarify how you considered the
price of these shares for purposes of measuring your stock

based compensation.

Response: In response to this comment, the
Company advises the Staff that the Company has revised the disclosure on page F-11 of Form S-1/A2 to clarify how the Company considered
the price of the stock sales in 2022 upon which the Company relied to base its valuation and to retrospectively present the non-employee
stock based compensation on a split adjusted basis.

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Note 7 Income Taxes, page F-14

10. We note that your statement of operations on
page F-5 does not reflect any income tax expense or benefit for the years ended December 31, 2022 and 2021. However your disclosures indicate
that you have recognized deferred tax benefits for each period. Refer to comment 8 from our letter dated January 3, 2023. If there is
no income tax expense (benefit) recognized in your income statement on page F-5, revise your footnote disclosure to exclude disclosure
of components of income tax expense (benefit) for the years ended December 31, 2022 and 2021. In this regard, the net income tax expense
(benefit) reflected in your footnote should agree to the net income tax expense (benefit) reflected in your income statement on page F-5.

Response: In response to this comment, the
Company advises the Staff that the Company has revised the footnote disclosure to exclude disclosure of components of income tax expense
(benefit) for the years ended December 31, 2022 and 2021 such that the net income tax expense (benefit) reflected in the footnote agrees
with the net income tax expense (benefit) reflected in the income statement on page F-5 of Form S-1/A2.

General

11. Please revise the prospectus cover page heading
to indicate the number of shares that are being offered by selling shareholders. File an updated legality opinion that reflects the correct
number of shares that are being offered.

Response: In response to this comment, the
Company advises the Staff that the shareholders will not be offering any shares in the Company’s initial public offering. The Company
will be registering shares that will be delivered to certain holders of warrants and convertible notes as indicated in Form S-1/A-2, but
these shares will not be covered by the underwriting agreement and will not form part of the offering. If such shareholders choose to
sell their shares, the Company will not receive any of the proceeds therefrom. Consequently, we have revised the front and back cover
pages and other parts of Form S-1/A-2, and have updated the legality opinion, as requested.

We trust that the above is responsive to your comments.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me
at 646-838-1310.

    Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil LLP

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