SecProbe.io

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 (561) 484-5234
 www.Vocodia.com
 lnfo@Vocodia.com
7781 NW Beacon Square Blvd.
Unit 102-V64
Boca Raton, FL 33487

 July 31, 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:

 Pursuant to Rule 252(e) promulgated under the Securities Act of 1933,
as amended (the "Act"), Vocodia Holdings Corp. (the "Company") hereby requests that the Securities and Exchange Commission
(the "Commission") issue a qualification order for the above referenced Offering Statement on Form 1A, so that it may be qualified
by 9:00 am., Eastern Time on Monday, August 4, 2025, or as soon thereafter as is practicable.

 We understand that the Commission has completed its review and has
no further comments.

 The Company is aware of its responsibilities under the Act, as they
relate to this offering of securities. As requested, the Company further acknowledges that:

 ● Should the Commission or the staff, acting pursuant to delegated authority,
qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

 ● The action of the Commission or the staff, acting pursuant to delegated authority,
in qualifying the filing, does not relieve the Company from its responsibility for the adequacy and accuracy of the disclosures in the
filing; and

 ● The Company may not assert staff comments and/or qualification as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company acknowledges that the Company and its management are responsible
for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 If you have any questions, please contact our counsel, Jonathan Leinwand
(954) 903-7856.

 Thank you in advance for your assistance.

 Very Truly Yours,

 VOCODIA HOLDINGS CORP.

 By:
 /s/ Brian Podolak

 Brian Podolak, CEO

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 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

<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>

CORRESP
 1
 filename1.htm

 July 17, 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 February 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 filed on February 12, 2025 (the "Offering Statement").

 Offering Statement on Form 1-A

 Executive Compensation, page 63

 1. Please update your executive compensation disclosure for the
fiscal year ended December 31, 2024 and file the 2022 Equity Incentive Plan as an exhibit. Refer to Item 10 of Part II of Form 1-A
and Item 17(6)(c) of Part III of Form 1-A.

 Response : The Offering Statement has been amended per the Staff's
comment and the 2022 Equity Incentive Plan has been filed as an exhibit.

 Security Ownership of Certain Beneficial Owners and Management,
page 66

 2. Please revise the beneficial ownership table to include the Series
A preferred stock. Refer to Item 12 of Part II of Form 1-A.

 Response : The table has been amended to include the Series A
preferred stock.

 Vocodia Holdings

 July 17, 2025

 Page 2 of 4

 Signature, page 75

 3. Please revise to have the offering statement signed by a majority
of the members of your board of directors. Refer to the signatures section of Form 1-A.

 Response : James Sposato, the other Company director has been
added to the signature page.

 General

 4. You disclose that you will offer up to 15 billion shares at a
price range of $0.0005 - 0.025 per share. Please revise the terms of the offering to ensure that the potential aggregate sales,
based on the price range and the number of shares to be offered, do not exceed the $75 million Tier 2 offering size limit. Refer to
Rule 251(a)(2) of Regulation A. In this regard, we note several inconsistencies throughout the offering statement that should be
reconciled, e.g., the size of the primary offering (15 billion or 7.5 billion shares of common stock); references to the maximum
offering of amount $7.5 million which is inconsistent with an offering of 15 billion shares at a price of $0.025 per share; the Use
of Proceeds section's "assumed offering price of $0.001 per Share, which is the bottom of the estimated range shown on the
cover page of this Offering Circular" is inconsistent with the $0.0005 bottom of the price range listed on the cover page.

 Response : The Offering Statement has been amended to reflect
consistently a total of up to 30,000,000,000 (Thirty Billion) shares will be offered in a price range from $.0001 to $.0005 per share,
for a potential maximum offering of $15,000,000, though the Company only intends to raise up to $3,000,000.

 5. We note your statement that the sales of shares will
"continue for one year thereafter or until all shares have been sold, whichever occurs first." We also note your
statement that "[t]his offering (the "Offering") will terminate at the earlier of the date at which the maximum
offering amount has been sold or the date at which the offering is earlier terminated by the company at its sole discretion.
…The Offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the
offering statement of which this offering circular forms a part may be used for up to three years and 180 days under certain
conditions." Please reconcile your statements.

 Response : The Offering Statement has been amended so that the
length of the offering is consistently stated as follows: "This offering (the "Offering") will terminate at the earlier
of the date at which the maximum offering amount has been sold or one year from the date this Offering is qualified by the SEC".
The statement "that the sales of shares will "continue for one year thereafter or until all shares have been sold, whichever
occurs first" has been removed

 Jonathan
D. Leinwand, P.A.

 18305 Biscayne Blvd. ● Suite 200 ● Aventura,
FL 33160 ● Tel: (954) 903-7856 ● Fax: (954) 252-4265

 www.jdlpa.com

 Vocodia Holdings

 July 17, 2025

 Page 3 of 4

 6. As it appears that you have an undetermined time to process
subscription requests and can reject a subscription for any reason and may terminate the offering at any time, please provide us
with your analysis regarding whether your offering should be considered an impermissible delayed offering and not a continuous
offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A. Please also revise your disclosure to disclose the details of
your process for accepting or rejecting subscriptions and the mechanics of settlement, including how soon after receipt of a
subscription you will accept or reject such subscription, what factors will go into deciding whether to accept or reject a
subscription, what factors will go into deciding when to settle subscriptions, how you will inform investors of the settlement
cycle, how soon after you make final determination to accept or reject a subscription will that settlement occur, and the process
for returning proceeds to investors for those subscriptions that are rejected. We note, for example, your disclosure in the Offering
Circular that "[t]he Company may elect to extend this offering for an additional 90 days or cancel or terminate it at any
time." Furthermore, in your subscription agreement you state "[t]his subscription may be accepted or rejected in whole or
in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute
discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of
the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted
(whether in whole or in part) or rejected."

 Response: Rule 251(d)(3)(i)(F) of Regulation A states in relevant
part:

 Securities the offering of which will be commenced within
two calendar days after the qualification date, will be made on a continuous basis, may continue for a period in excess of 30 calendar
days from the date of initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is
reasonably expected to be offered and sold within two years from the initial qualification date. These securities may be offered and sold
only if not more than three years have elapsed since the initial qualification date of the offering statement under which they are being
offered and sold;

 Therefore, the Offering Statement has been amended to state:

 a. That the offering will commence within 2 days following qualification

 b. The amount offered is reasonably expected to be sold within two years of the initial qualification.

 With regard to the acceptance or rejection of subscriptions, the following
has been added to the subscription procedures and the subscription agreement:

 Offering Statement:

 Right to Reject Subscriptions . After we
receive your complete, executed subscription agreement and the funds required under the subscription agreement have been deposited to
the Company's account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or
for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction. We shall make
this determination within 5 business days from the receipt of funds required under the subscription agreement and return funds to investors
within 5 business days of such determination.

 (emphasis added)

 Jonathan
D. Leinwand, P.A.

 18305 Biscayne Blvd. ● Suite 200 ● Aventura,
FL 33160 ● Tel: (954) 903-7856 ● Fax: (954) 252-4265

 www.jdlpa.com

 Vocodia Holdings

 July 17, 2025

 Page 4 of 4

 Subscription Agreement:

 (c) This subscription may
be accepted or rejected in whole or in part, for any reason or for no reason, by the Company at its sole and absolute discretion. In addition,
the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has
subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected
within 5 business days of the Company receiving the Purchase Price. If Investor's subscription is rejected, Investor's payment
(or portion thereof if partially rejected) will be returned to Investor without interest within 5 business days of the Company's
determination and all of Investor's obligations hereunder shall terminate. In the event of rejection of this subscription in its
entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription
Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect.

 Thus, based upon the fact that the Company explicitly states the criteria
for a continuous offering pursuant to Rule 251(d)(3)(i)(F) and has eliminated any provision which would delay the offering, we believe
that offering meets the criteria to be offered on a continuous basis.

 7. Please provide a table of contents. Refer to Item 2 of Part II of
Form 1-A.

 Response : A table of contents has been added.

 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

February 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
Offering Statement on Form 1-A
Filed February 12, 2025
File No. 024-12569
Dear Brian Podolak:
            We have reviewed your 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.
Offering Statement on Form 1-A
Executive Compensation, page 63
1.Please update your executive compensation disclosure for the fiscal year ended
December 31, 2024 and file the 2022 Equity Incentive Plan as an exhibit. Refer to
Item 10 of Part II of Form 1-A and Item 17(6)(c) of Part III of Form 1-A.
Security Ownership of Certain Beneficial Owners and Management, page 66
2.Please revise the beneficial ownership table to include the Series A preferred stock.
Refer to Item 12 of Part II of Form 1-A.
Signature, page 75
3.Please revise to have the offering statement signed by a majority of the members of
your board of directors. Refer to the signatures section of Form 1-A.

February 28, 2025
Page 2
General
4.You disclose that you will offer up to 15 billion shares at a price range of $0.0005 -
0.025 per share. Please revise the terms of the offering to ensure that the potential
aggregate sales, based on the price range and the number of shares to be offered,
do not exceed the $75 million Tier 2 offering size limit. Refer to Rule 251(a)(2) of
Regulation A. In this regard, we note several inconsistencies throughout the offering
statement that should be reconciled, e.g., the size of the primary offering (15 billion or
7.5 billion shares of common stock); references to the maximum offering of amount
$7.5 million which is inconsistent with an offering of 15 billion shares at a price of
$0.025 per share; the Use of Proceeds section's "assumed offering price of $0.001 per
Share, which is the bottom of the estimated range shown on the cover page of this
Offering Circular" is inconsistent with the $0.0005 bottom of the price range listed on
the cover page.
5.We note your statement that the sales of shares will “continue for one year thereafter
or until all shares have been sold, whichever occurs first.” We also note your
statement that “[t]his offering (the “Offering”) will terminate at the earlier of the date
at which the maximum offering amount has been sold or the date at which the offering
is earlier terminated by the company at its sole discretion. …The Offering covers an
amount of securities that we reasonably expect to offer and sell within two years,
although the offering statement of which this offering circular forms a part may be
used for up to three years and 180 days under certain conditions.” Please reconcile
your statements.
6.As it appears that you have an undetermined time to process subscription requests and
can reject a subscription for any reason and may terminate the offering at any time,
please provide us with your analysis regarding whether your offering should be
considered an impermissible delayed offering and not a continuous offering within the
meaning of Rule 251(d)(3)(i)(F) of Regulation A. Please also revise your disclosure to
disclose the details of your process for accepting or rejecting subscriptions and the
mechanics of settlement, including how soon after receipt of a subscription you will
accept or reject such subscription, what factors will go into deciding whether to accept
or reject a subscription, what factors will go into deciding when to settle
subscriptions, how you will inform investors of the settlement cycle, how soon after
you make final determination to accept or reject a subscription will that settlement
occur, and the process for returning proceeds to investors for those subscriptions that
are rejected. We note, for example, your disclosure in the Offering Circular that "[t]he
Company may elect to extend this offering for an additional 90 days or cancel or
terminate it at any time." Furthermore, in your subscription agreement you
state "[t]his subscription may be accepted or rejected in whole or in part, for any
reason or for no reason, at any time prior to the Termination Date, by the Company at
its sole and absolute discretion. In addition, the Company, at its sole and absolute
discretion, may allocate to Investor only a portion of the number of the Shares that
Investor has subscribed for hereunder. The Company will notify Investor whether this
subscription is accepted (whether in whole or in part) or rejected."
7.Please provide a table of contents. Refer to Item 2 of Part II of Form 1-A.

February 28, 2025
Page 3
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            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

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February 13, 2024

VIA EDGAR

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.

    Registration Statement on Form S-1, as amended

    File No. 333-269489

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Alexander Capital, L.P., as the representative
of the several underwriters, hereby joins in the request of Vocodia Holdings Corp for acceleration of the effective date of the above-referenced
registration statement on Form S-1, as amended (the “Registration Statement”), so that it becomes effective as
of 4:01 p.m. Eastern Time on February 14, 2024, or as soon thereafter as possible.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities Act, we wish to advise you that we have distributed approximately 400 copies of the preliminary prospectus
to prospective underwriters, institutional investors, dealers and others.

The undersigned has and will comply, and it has
been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

[Signature Page to Follow]

    Very truly yours,

    ALEXANDER CAPITAL, L.P.

    on behalf of itself and as representative of the Underwriters

    By:
    /s/ Jonathan Gazdak

    Name:
    Jonathan Gazdak

    Title:
    Managing Director

[Signature Page to Underwriters’
Acceleration Request]

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February 13, 2024

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Laura Veator and Mr. Stephen Krikorian

    Re:
    Vocodia Holdings Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-269489

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 4:01 PM EDT on February 14, 2024, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

    ●
    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please call Ross Carmel at 516-852-7705.

    Very truly yours,

    VOCODIA HOLDINGS CORP.

    By:
    /s/ Brian Podolak

    Name:
     Brian Podolak

    Title:
    Chief Executive Officer

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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October 18, 2023

Aliya
Ishmukhamedova and Matthew Derby

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. 2 to Registration Statement on Form S-1

    Filed
    May 15, 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
30, 2023, with respect to the Company’s above-referenced Amendment No. 2 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. 3 to Registration Statement on Form S-1 (the “Form S-1/A3”), 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/A3.

Form
S-1 filed May 15, 2023

Amendment
No. 2 to Registration Statement on Form S-1

Capitalization,
page 43

 1. In
                                            your response to prior comment one you state 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. Clarify what you mean by “mandatorily.” In this
                                            regard, your disclosure on page 58 indicates that the 2022 Convertible Notes include a conversion
                                            feature, whereupon after a Liquidity Event, the holders of the 2022 Convertible Notes may
                                            elect to exercise their conversion right. If the notes do not automatically convert based
                                            on their contractual terms, clarify your disclosures to describe what you mean by “mandatorily.”
                                            If the note holders still have the contractual right to elect not to convert their notes
                                            after the Liquidity Event, notwithstanding their previous communication of their intent to
                                            convert, clarify your disclosures accordingly. Please revise your presentation through the
                                            effective date of the initial public offering to reflect any changes in the note holders’
                                            intent to convert.

Response:
In response to this comment, the Company respectfully advises the Staff that prior to the SEC declaring the Company’s Registration
Statement effective, it intends to obtain executed Extensions from the convertible note holders, a form of which we intend to file as
an exhibit the Company’s Amendment No. 4 to Registration Statement on Form S-1. Pursuant to the terms of the Extensions, the Maturity
Dates of the Convertible Notes will be extended to a date beyond which the Company reasonably expects to complete its Initial Public
Offering, in exchange for an increased amount of the Company’s conversion shares payable to the convertible note holders. The Company
plans to include such increased amount of shares in an amendment to the Registration Statement on Form S-1 to allow a public sale by
their holders. By doing so, the Company avoids having to pay the convertible note holders the Mandatory Default Amount (as defined in
the Convertible Notes) that would be due, if the maturity date occurred before the Liquidity Event was triggered by this IPO, and yet
affords the note holders the possibility of converting their notes and selling their shares in the IPO.

The
Extensions shall include a firm and irrevocable commitment of the note holders to convert their notes into shares of common stock of
the Company, and the note holders shall no longer have the contractual right to elect not to convert their Notes after the Liquidity
Event.

Following
the execution of the Extensions, the Company intends to revise the disclosure in the Company’s Amendment No. 4 to Registration
Statement on Form S-1, accordingly.

 2. You
                                            disclose that your pro forma as adjusted capitalization as of December 31, 2022 reflects
                                            the issuance of 505,908 shares of common stock from the conversion of the 2022 and 2023 Convertible
                                            Notes. However, the 2023 Convertible Notes were not issued as of December 31, 2022. Please
                                            revise your presentation to reflect conversion of only the applicable Convertible Notes that
                                            were outstanding as of the reporting date and revise your disclosure accordingly. Separately
                                            disclose the issuance of the 2023 Notes and the conversion terms in the notes to your Capitalization
                                            table.

Response:
In response to this comment, the Company respectfully advises the Staff that the capitalization section of the Form S-1/A3 has
been revised to present the Company’s cash and capitalization as of June 30, 2023 and pro forma as adjusted capitalization has
been revised to reflect that the 2023 notes had not been issued as of December 31, 2022 and only presents those notes that had been issued
as of that date. Further, the notes to the capitalization table have been updated to present separately the issuance of the 2023 Convertible
Notes and conversion terms.

Financial
Statements

Notes
to Financial Statements

Note
2 - Summary of Significant Accounting Policies

Stock-Based
Compensation, page F-11

 3. W
                                            note your revised disclosure on page 48 indicates that you determined the grant date fair
                                            value of the shares based on the most recent price of shares sold in June 2021 in arms- length
                                            private sales of 106,300 shares of common stock to 16 non-affiliated investors at $10.00
                                            per share for aggregate proceeds of $1,063,000. We further note that your statement of stockholders
                                            equity reflects the issuance of 207,750 shares in 2021 for $4,955,360, or $23.85 per share.
                                            Please clarify the additional shares sold in 2021, including the date sold, the purchasers
                                            and the price per share paid. Tell us how you considered also including these sales in the
                                            determination of fair value of the 100,000 shares issued to the employee. Update your notes
                                            to the audited financial statements to include all information related to stock based compensation
                                            recognized for both employees and non-employees, including the number of shares issued, the
                                            fair value per share, how you determined fair value and the vesting terms.	Ensure you
                                            include similar disclosures for subsequent stock based compensation awards issued when you
                                            update your financial statements in future periods. Please also update your notes to the
                                            audited financial statements to describe your common stock sales for each period presented,
                                            including whether arms-length or related party sales.

Response:
In response to this comment, the Company respectfully advises the Staff that the financial statements for the years ended December
31, 2021 and 2022 have been restated, and among such restatement, the disclosures have been updated to more accurately present the stock
compensation awards and common stock sales for each period presented. Additionally the Notes to the Financial Statements have been amended
to disclose the shares sold during the years ended December 31, 2021 and 2022, the fair value of such shares, and methodologies used
in determining such fair value.

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.

    Sichenzia
    Ross Ference Carmel LLP

    cc
    Laura
Veator and Stephen Kirkorian, Securities and Exchange Commission

United States securities and exchange commission logo
May 30, 2023
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed May 15, 2023
File No. 333-269489
Dear Brian Podolak:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 8, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Capitalization, page 43
1.In your response to prior comment one you state 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.  Clarify what you mean by “mandatorily.”  In this
regard, your disclosure on page 58 indicates that the 2022 Convertible Notes include a
conversion feature, whereupon after a Liquidity Event, the holders of the 2022
Convertible Notes may elect to exercise their conversion right. If the notes do not
automatically convert based on their contractual terms, clarify your disclosures to describe
what you mean by “mandatorily.”  If the note holders still have the contractual right to

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 May 30, 2023 Page 2
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
May 30, 2023
Page 2
elect not to convert their notes after the Liquidity Event, notwithstanding their previous
communication of their intent to convert, clarify your disclosures accordingly.  Please
revise your presentation through the effective date of the initial public offering to reflect
any changes in the note holders’ intent to convert.
2.You disclose that your pro forma as adjusted capitalization as of December 31, 2022
reflects the issuance of 505,908 shares of common stock from the conversion of the 2022
and 2023 Convertible Notes. However, the 2023 Convertible Notes were not issued as of
December 31, 2022.  Please revise your presentation to reflect conversion of only the
applicable Convertible Notes that were outstanding as of the reporting date and revise
your disclosure accordingly.  Separately disclose the issuance of the 2023 Notes and the
conversion terms in the notes to your Capitalization table.
Financial Statements
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Stock-Based Compensation, page F-11
3.We note your revised disclosure on page 48 indicates that you determined the grant date
fair value of the shares based on the most recent price of shares sold in June 2021 in arms-
length private sales of 106,300 shares of common stock to 16 non-affiliated investors at
$10.00 per share for aggregate proceeds of $1,063,000.  We further note that your
statement of stockholders equity reflects the issuance of 207,750 shares in 2021 for
$4,955,360, or $23.85 per share. Please clarify the additional shares sold in 2021,
including the date sold, the purchasers and the price per share paid. Tell us how you
considered also including these sales in the determination of fair value of the 100,000
shares issued to the employee.  Update your notes to the audited financial statements to
include all information related to stock based compensation recognized for both
employees and non-employees, including the number of shares issued, the fair value per
share, how you determined fair value and the vesting terms.  Ensure you include similar
disclosures for subsequent stock based compensation awards issued when you update your
financial statements in future periods.  Please also update your notes to the audited
financial statements to describe your common stock sales for each period presented,
including whether arms-length or related party sales.

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 May 30, 2023 Page 3
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
May 30, 2023
Page 3
            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, Staff Attorney, at (202) 551-7519, or Matthew Derby, Legal Branch Chief, at
(202) 551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

CORRESP
1
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”.

      1

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.

      2

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.

      3

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

      4

United States securities and exchange commission logo
May 8, 2023
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Amendment 1 to Registration Statement on Form S-1
Filed April 24, 2023
File No. 333-269489
Dear Brian Podolak:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 14, 2023 letter.
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".

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 May 8, 2023 Page 2
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
May 8, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
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.
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.
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.
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.

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 May 8, 2023 Page 3
 FirstName LastNameBrian Podolak
Vocodia Holdings Corp
May 8, 2023
Page 3
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.
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.
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.
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.
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

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 May 8, 2023 Page 4
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
May 8, 2023
Page 4
correct number of shares that are being offered.
            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, Staff Attorney, at 202-551-7519, or Jan Woo, Legal Branch Chief,
at202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

CORRESP
1
filename1.htm

April 21, 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

    Registration Statement on Form S-1

    Filed January 31, 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 February 14, 2023, with respect
to the Company’s above-referenced 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. 1 to Registration
Statement on Form S-1 (the “Form S-1/A-1”), 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/A1.

Form S-1 filed January 31, 2023

Capitalization, page 44

1. Your disclosure
on page F-14 states that your Notes include a conversion feature, whereupon a Liquidity Event (as defined in the Agreements), the Notes
may be payable to the holders by the Company delivering to the holders shares of common stock. Clarify if your initial public offering
is considered a Liquidity Event and if these notes will automatically convert to shares of common stock upon effectiveness of your offering.
If so, tell us how you considered reflecting this in your Capitalization and Dilution disclosures.

Response: In response
to this comment, the Company respectfully advises the Staff that the Company considers the initial public offering to be a Liquidity
Event, as defined in Section 1 of the Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note, included as Exhibit
4.6. Liquidity Event as defined in the Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note occurs when the
Company’s common stock is being listed for trading on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market or the New York Stock Exchange, which will occur upon completion of the Company’s initial public offering.
This definition is applicable for each of the Company’s 2022 issuances of convertible notes, outlined in ITEM 15. RECENT SALES
OF UNREGISTERED SECURITIES on p. II-2 of the Form S-1/A-1. 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 note in shares of the Company.
Accordingly, the Company has included disclosures on pp. 44 and 45 of the Form S-1/A-1 concerning the Liquidity Event’s impact
on the Company’s post-offering capitalization and dilution resulting from the conversion of its convertible notes into to common
shares at a conversion price of consisting on the price per share in the Company’s initial public offering multiplied by a discount
of 0.65, which is the conversion price set forth in the notes.

Management's Discussion
and Analysis of Financial Condition and Results of Operations, page 47

2. Please refer to
prior comment 2 and disclose the total number of paying customers and the number of DISAs sold for all periods presented.

Response: In
response to this comment, the Company advises the Staff that the Company has added the requested disclosure regarding the total number
of paying customers and the total number of DISAs sold for all periods presented to p. 47 of the Form S-1/A-1, per the Staff’s request.

Security Ownership of Certain Beneficial Owners
and Management, page 85

3. Please disclose
separately the beneficial ownership of the common stock and the preferred stock and the total voting power of the holders. See Item 403
of Regulation S-K.

Response: In response to this comment,
the Company advises the Staff that the Company has included the requested disclosures for the separate, beneficial ownership of the common
stock and the preferred stock and the total voting power of the holders for the applicable periods, in two separate columns on p. 81 of
the Form S-1/A-1, per the Staff’s request.

Financial
Statements, page F-1

4.
Your disclosure on page 13 states that a 1-for-20 reverse stock split was effected on January
27, 2023. Please revise your financial statements for the years ended December 31, 2021 and 2020 and for the nine months ended September
30, 2022 and 2021 to give retroactive effect to the stock split. Refer to SEC Staff Accounting Bulletin Topic 4.C  .

Response:
In response to this comment, the Company advises the Staff that the Company has revised its financial statements for the years ended December
31, 2022 and 2021 to give retroactive effect to the 1-for-20 reverse stock split that was effected on January 27, 2023, per the Staff’s
request.

Financial Statements for the Nine
Months Ended September 30, 2022 and 2021

Combined Statement of Cash Flows,
page F-5

5. Revise to include
statements of cash flows for the interim period from the latest fiscal year end to the latest interim balance sheet date, and for the
corresponding period in the prior fiscal year. That is, provide a statement of cash flows for the nine months ended September 30, 2022
and for the nine months ended September 30, 2021. Further, ensure the headings included in your statement of cash flows and statement
of operations are consistent and clearly describe the periods included. That is, “For the Nine Months Ended September 30, 2022”
and “For the Nine months Ended September 30, 2021.” Refer to Article 8-03 of Regulation S-X.

Response: In
response to this comment, the Company advises the Staff that the Company has included the statements of cash flows with the appropriate
headings for the years ended December 31, 2022 and December 31, 2021 beginning on p. F-5 of the Form S-1/A-1, per the Staff’s request.

6. Revise your disclosures
to describe your stock based compensation arrangements resulting in the $1,826,500 non-employee stock based compensation recognized for
the nine months ended September 30, 2022. Include all the disclosures required by ASC 718.

Response:
In response to this comment, the Company advises the Staff that the Company has included disclosures that describes the stock based compensation
arrangements resulting in the $1,826,500 non-employee stock based compensation on p. 51 and p. F-3 of the Form S-1/A-1, per the Staff’s
request.

Note 8 - Issuance of Convertible Notes Payable,
page F-14

7. Clarify your disclosure
to describe your accounting for the value of the warrant allocated to Additional Paid in Capital. That is, clarify if this discount is
amortized as interest expense over the term of the note. Otherwise, please clarify your accounting for this discount and the authoritative
accounting literature upon which you are relying.

Response: In response
to this comment, the Company advises the Staff that the Company has included the requested disclosures for the statements of cash flows
for the applicable periods, located on p. F-14, per the Staff’s request.

Financial Statements for the Years
Ended December 31, 2021 and 2020

Notes to Financial Statements

Note 2-Summary of Significant Accounting
Policies

Principles of Combination, page
F-23

8. In your response
to prior comment 5 you state that together Messrs. Sposato and Podolak both own the same number of shares of the Company’s stock
and the same percentage of total voting interests at the effective date of the Contribution Agreement. As such, clarify how Mr. Sposato
has a controlling financial interest in Vocodia Holdings Corp. at the effective date of the Contribution Agreement and why it is appropriate
to account for this transaction as a transaction between entities under common control. That is, clarify how Mr. Sposato owned, directly
or indirectly, more than 50% of the outstanding voting shares of the company at the effective date of the Contribution Agreement. Refer
to ASC 805- 50-20 and ASC 810- 10-15-8. In your response, include the specific number of voting shares held by Mr. Sposato and the specific
number of voting shares held by each of the other shareholders of the Company at the effective date of the Contribution Agreement (August
1, 2022). If you include the 2 million preferred shares held by Mr. Sposato as voting shares, please clarify how the preferred shares
had voting rights at the effective date of the Contribution Agreement. In this regard, we note your disclosure on page 88 that the Articles
of Amendment providing that each share of preferred stock is entitled to 1,000 votes per share was dated October 21, 2022. That is, it
appears that these voting rights were provided subsequent to the date of the Contribution Agreement.

Response :
In response to this comment, the Company advises the Staff that while Mr. Sposato owned 100% of CFM, Vocodia’s founder and Chief
Executive Officer has been a co-manager of Click Fish Media, Inc. (“CFM”), the Company’s founder and Chief Executive
Officer from 2019 to 2022, where he was responsible for sales, marketing and strategy. The transaction between CFM and Vocodia was accounted
for according to ASC 810-10-20, which allows financial statements of a combined group to be presented as those of a single entity if they
are commonly controlled or commonly managed. As such, the financial statements are presented as combined because both entities were commonly
managed.

9. We note your response
to prior comment 7 and your revised disclosures in the registration statement. Please also revise the disclosures in your financial statements
to describe the date and the terms of the Contribution Agreement pursuant to which Click Fish Media, Inc. became a wholly owned subsidiary
of Vocodia Holdings Corp. Also disclose how you are accounting for this transaction and the basis for this determination taking into consideration
the factors noted in the comment above.

Response: In response
to this comment, the Company advises the Staff that the Company has revised the disclosures in our financial statements to describe the
date and the terms of the Contribution Agreement pursuant to which CFM became a wholly owned subsidiary of Vocodia Holdings Corp on page
p. 1 of the Form S-1/A-1. The Company has also disclosed how it accounts for this transaction and the basis for this determination taking
into consideration the factors noted in the Staff’s comment above, on p. F-8 of the Form S-1/A-1, per the Staff’s request.

Signatures, page
II-6

10. Please revise the
signature page to identify who is signing as the controller or the principal accounting officer of the company.

Response:
In response to this comment, the Company advises the Staff that the Company has modified p. II-6 of the Form S-1/A-1, per the Staff’s
request.

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

United States securities and exchange commission logo
February 14, 2023
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Registration Statement on Form S-1
Filed January 31, 2023
File No. 333-269489
Dear Brian Podolak:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. References to our
prior comments refer to our letter dated January 3, 2023.
Form S-1 filed January 31, 2023
Capitalization, page 44
1.Your disclosure on page F-14 states that your Notes include a conversion feature,
whereupon a Liquidity Event (as defined in the Agreements), the Notes may be payable to
the holders by the Company delivering to the holders shares of common stock.  Clarify if
your initial public offering is considered a Liquidity Event and if these notes will
automatically convert to shares of common stock upon effectiveness of your offering.  If
so, tell us how you considered reflecting this in your Capitalization and Dilution
disclosures.

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 February 14, 2023 Page 2
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
February 14, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
47
2.Please refer to prior comment 2 and disclose the total number of paying customers and the
number of DISAs sold for all periods presented.
Security Ownership of Certain Beneficial Owners and Management, page 85
3.Please disclose separately the beneficial ownership of the common stock and the preferred
stock and the total voting power of the holders.  See Item 403 of Regulation S-K.
Financial Statements, page F-1
4.Your disclosure on page 13 states that a 1-for-20 reverse stock split was effected on
January 27, 2023.  Please revise your financial statements for the years ended December
31, 2021 and 2020 and for the nine months ended September 30, 2022 and 2021 to give
retroactive effect to the stock split. Refer to SEC Staff Accounting Bulletin Topic 4.C.
Financial Statements for the Nine Months Ended September 30, 2022 and 2021
Combined Statement of Cash Flows, page F-5
5.Revise to include statements of cash flows for the interim period from the latest fiscal year
end to the latest interim balance sheet date, and for the corresponding period in the prior
fiscal year.  That is, provide a statement of cash flows for the nine months ended
September 30, 2022 and for the nine months ended September 30, 2021.  Further, ensure
the headings included in your statement of cash flows and statement of operations are
consistent and clearly describe the periods included.  That is, “For the Nine Months Ended
September 30, 2022” and “For the Nine months Ended September 30, 2021.”  Refer to
Article 8-03 of Regulation S-X.
6.Revise your disclosures to describe your stock based compensation arrangements resulting
in the $1,826,500 non-employee stock based compensation recognized for the nine
months ended September 30, 2022.  Include all the disclosures required by ASC 718.
Note 8 - Issuance of Convertible Notes Payable, page F-14
7.Clarify your disclosure to describe your accounting for the value of the warrant allocated
to Additional Paid in Capital.  That is, clarify if this discount is amortized as interest
expense over the term of the note.  Otherwise, please clarify your accounting for this
discount and the authoritative accounting literature upon which you are relying.

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 February 14, 2023 Page 3
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
February 14, 2023
Page 3
Financial Statements for the Years Ended December 31, 2021 and 2020
Notes to Financial Statements
Note 2-Summary of Significant Accounting Policies
Principles of Combination, page F-23
8.In your response to prior comment 5 you state that together Messrs. Sposato and Podolak
both own the same number of shares of the Company’s stock and the same percentage of
total voting interests at the effective date of the Contribution Agreement.  As such, clarify
how Mr. Sposato has a controlling financial interest in Vocodia Holdings Corp. at the
effective date of the Contribution Agreement and why it is appropriate to account for this
transaction as a transaction between entities under common control.  That is, clarify how
Mr. Sposato owned, directly or indirectly, more than 50% of the outstanding voting shares
of the company at the effective date of the Contribution Agreement.  Refer to ASC 805-
50-20 and ASC 810- 10-15-8. In your response, include the specific number of voting
shares held by Mr. Sposato and the specific number of voting shares held by each of the
other shareholders of the Company at the effective date of the Contribution Agreement
(August 1, 2022). If you include the 2 million preferred shares held by Mr. Sposato as
voting shares, please clarify how the preferred shares had voting rights at the effective
date of the Contribution Agreement.  In this regard, we note your disclosure on page 88
that the Articles of Amendment providing that each share of preferred stock is entitled to
1,000 votes per share was dated October 21, 2022.  That is, it appears that these voting
rights were provided subsequent to the date of the Contribution Agreement.
9.We note your response to prior comment 7 and your revised disclosures in the registration
statement.  Please also revise the disclosures in your financial statements to describe the
date and the terms of the Contribution Agreement pursuant to which Click Fish Media,
Inc. became a wholly owned subsidiary of Vocodia Holdings Corp.  Also disclose how
you are accounting for this transaction and the basis for this determination taking into
consideration the factors noted in the comment above.
Signatures, page II-6
10.Please revise the signature page to identify who is signing as the controller or the principal
accounting officer of the company.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Laura Veator, Senior Staff Accountant at 202-551-3716, or Stephen

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 February 14, 2023 Page 4
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
February 14, 2023
Page 4
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, Staff Attorney, at 202-551-7519, or Jan Woo, Legal Branch Chief, at202-
551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

United States securities and exchange commission logo
January 3, 2023
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Amendment No.2 to Draft Registration Statement on Form S-1
Submitted December 16, 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.  References to our prior comments refer to our letter dated November 30, 2022.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
Our common stocks market price may experience rapid and substantial volatility price
fluctuation, page 25
1.Please revise your risk factor in response to prior comment 7 to indicate that there have
been 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.  Further revise to indicate that your common shares may be subject to rapid and
substantial price volatility, low volumes of trades and large spreads in bid and ask prices.
Such volatility, including any stock-run up, may be unrelated to your actual or expected

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 January 3, 2023 Page 2
 FirstName LastNameBrian Podolak
Vocodia Holdings Corp
January 3, 2023
Page 2
operating performance and financial condition or prospects, making it difficult for
prospective investors to assess the rapidly changing value of your common shares.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
2.Please clarify if the DISAs for the alpha and beta testing periods that "ranged from 10 to
72 for each client, depending on the campaign, averaging around 15 per client" were the
actual sales ("conversions"). If not, please disclose the total number of paying customers
and the number of DISAs sold (conversions) for all periods presented.
Results of Operations
Fiscal Year December 31, 2021 Compared to Fiscal Year December 30, 2020, page 40
3.Please revise your disclosures to explain the changes in each of the expense categories
presented in your income statement as compared to the prior periods presented.  Refer to
Item 303(b) of Regulation S-K.  Ensure you also provide explanations for changes in each
revenue and expense line item when you update your financial statements in future filings.
Loss on Investments (Other Income), page 41
4.Your disclosure indicates that the $1,176,875 increase was due to losses on prospective
investments.  Please revise your disclosure to clarify the nature of these prospective
investments and the expenses or losses incurred.
Financial Statements
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Principles of Combination, page F-8
5.In your response to prior comment 8 you state that “Mr. Sposato had a controlling interest
in Vocodia Holdings Corp., prior to the effective date (August 1, 2022) of the
Contribution Agreement, due to Mr. Sposato's common and preferred share ownership. In
addition to Mr. Sposato’s common shares, he held 2 million preferred shares, each worth
1,000 common shares, placing Mr. Sposato well within the parameters of a controlling
interest holder.”  Clarify why you consider these preferred shares to be outstanding voting
interests at the effective date of the Contribution Agreement, including when the shares
were issued and the specific rights of the holders.  Refer to ASC 805-50-20 and ASC 810-
10-15-8. In this regard, we note your disclosure on page 62 that the Articles of
Amendment providing the preferred stockholders a 1-to-1000 conversion ratio was dated
October 21, 2022.  Clarify the specific rights of the preferred shareholders at the effective
date of the Contribution Agreement and those granted by this amendment.  Please also
clarify the percentage of total voting interests held by Mr. Sposato at the effective date of
the Contribution Agreement.

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 January 3, 2023 Page 3
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
January 3, 2023
Page 3
6.In your response to prior comment 8 you state that you are relying on ASC 805-50-45-5 to
determine the presentation of comparative financial statements for prior years.  As such,
clarify why financial statements presented for periods prior to the Contribution Agreement
will be labelled “Consolidated.” In this regard, ASC 805-50-45-5 states that “financial
statements and financial information presented for prior years also shall be retrospectively
adjusted to furnish comparative information and all adjusted financial statements and
financial summaries shall indicate clearly that financial data of previously separate entities
are combined.”  Clarify why you intend to label these prior periods as Consolidated rather
than Combined.
7.Revise your disclosures to describe the date and the terms of the Contribution Agreement
pursuant to which Click Fish Media, Inc. became a wholly owned subsidiary of Vocodia
Holdings Corp. Describe your accounting for this transaction, including the retrospective
presentation in your financial statements.  Please also, disclose how Mr. Sposato had
ownership of a majority voting interest in each entity at the effective date of the
Contribution Agreement.
Note 6 - Income Taxes, page F-13
8.We note your response to prior comment 16.  If there is no income tax expense (benefit)
recognized in your income statement on page F-14, please revise your footnote disclosure
to exclude disclosure of components of income tax expense (benefit) for the years ended
December 31, 2021 and 2020.  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-4.
            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, Staff Attorney, at 202-551-7519, 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

United States securities and exchange commission logo
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
Page 2
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

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 November 30, 2022 Page 3
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
November 30, 2022
Page 3
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
 FirstName LastName
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

United States securities and exchange commission logo
October 28, 2022
Brian Podolak
Chief Executive Officer
Vocodia Holdings Corp
6401 Congress Ave
Boca Raton, FL 33487
Re:Vocodia Holdings Corp
Draft Registration Statement on Form S-1
Submitted October 21, 2022
CIK No. 0001880431
Dear Brian Podolak:
            Our initial review of your draft registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically, the audit for all
periods presented must be conducted in accordance with standards of the PCAOB for an issuer.
Ensure that you are independent accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
            In addition, please revise your filing to describe how the combined entities will become a
consolidated group by the time of the closing of the offering; and the transaction through which
the entities will become a consolidated group will be accounted for as a reorganization of entities
under common control, if applicable.  Please consider whether pro forma information would be
required to present the consolidated group.
            We will provide more detailed comments relating to your draft registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Laura Veator, Senior Staff Accountant, at 202-551-3716, Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488, Jan Woo, Legal Branch Chief, at 202-
551-3453, or Aliya Ishmukhamedova, Law Clerk, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

 FirstName LastNameBrian Podolak
 Comapany NameVocodia Holdings Corp
 October 28, 2022 Page 2
 FirstName LastName
Brian Podolak
Vocodia Holdings Corp
October 28, 2022
Page 2
cc:       Ross Carmel