VOCO / Vocodia Holdings Corp - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 VOCODIA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 VOCODIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-41481 86-2473253 (State or other jurisdiction of incorporation) (Commission

EX-10.1

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2025 VOCODIA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2025 VOCODIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Wyoming 001-41963 86-2473253 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 VOCODIA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 VOCODIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-41963 86-2473253 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.

CONVERTIBLE NOTE

Exhibit 10.4 5NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

SECURITIES PURCHASE AGREEMENT

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated and effective October 15, 2025, by and between VOCODIA HOLDINGS CORP., a Wyoming corporation, with headquarters located at 7781 NW Beacon Square Blvd, Unit 102-V64, Boca Raton, FL 33487 (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 210 West 77th Street, #7W, New York,

UNANIMOUS CONSENT IN LIEU OF A SPECIAL MEETING OF DIRECTORS OF VOCODIA HOLDINGS CORP.

Exhibit 10.3 UNANIMOUS CONSENT IN LIEU OF A SPECIAL MEETING OF DIRECTORS OF VOCODIA HOLDINGS CORP. The undersigned, being all of the directors of VOCODIA HOLDINGS, CORP., a corporation of the State of Wyoming (the “Corporation”), do hereby authorize and approve the actions set forth in the following resolutions without the formality of convening a meeting, and do hereby consent to the following ac

STRATA PURCHASE AGREEMENT

Exhibit 10.1 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of October 15, 2025, by and between VOCODIA HOLDINGS CORP., a Wyoming corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set forth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 VOCODIA HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 VOCODIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction (Commission (IRS Employer of in

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2025, by and between VOCODIA HOLDINGS CORP., a Wyoming corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 VOCODIA HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 VOCODIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

VOCODIA HOLDINGS CORP 30,000,000,000 Shares of Common Stock Including 480,000,000 Shares of Common Stock held by the Selling Shareholders

Filed Pursuant to Rule 253(g)(2) File No. 024-12569 VOCODIA VOCODIA HOLDINGS CORP 30,000,000,000 Shares of Common Stock Including 480,000,000 Shares of Common Stock held by the Selling Shareholders Vocodia Holdings Corp, a Wyoming corporation is offering up to 30,000,000,000 (Thirty Billion) shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), including 480,000,000

Consent of Independent Registered Public Accounting Firm

Exhibit 11.3 Consent of Independent Registered Public Accounting Firm Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated June 30, 2025, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2024. Our report contains an explanatory paragraph regarding the Company’s abilit

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 30, 2025

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 30, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 31, 2025

(561) 484-5234 www.Vocodia.com [email protected] 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

July 17, 2025

Exhibit 12.1 18305 BISCAYNE BLVD. SUITE 200 JONATHAN D. LEINWAND, P.A. AVENTURA, FL 33160 TEL: (954) 903-7856 FAX: (954) 252-4265 E-MAIL: [email protected] July 17, 2025 Vocodia Holdings Corp. 7781 NW Beacon Square Blvd, Unit 102-V64 Boca Raton, FL 33487 Ladies and Gentlemen: We are acting as counsel to Vocodia Holdings Corp., a Wyoming corporation (“VHAI”), for the purpose of rendering an opinio

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated April 16, 2024, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2023 and 2022. Our report contains an explanatory paragraph regarding the Compan

VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN

Exhibit 3.5 VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options,

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Vocodia Holdings, Corp., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the

July 30, 2025

July 30, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.

LETTER

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.

Consent of Independent Registered Public Accounting Firm

Exhibit 11.3 Consent of Independent Registered Public Accounting Firm Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated June 17, 2025, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2024. Our report contains an explanatory paragraph regarding the Company’s abilit

July 17, 2025

Exhibit 12.1 18305 BISCAYNE BLVD. SUITE 200 JONATHAN D. LEINWAND, P.A. AVENTURA, FL 33160 TEL: (954) 903-7856 FAX: (954) 252-4265 E-MAIL: [email protected] July 17, 2025 Vocodia Holdings Corp. 7781 NW Beacon Square Blvd, Unit 102-V64 Boca Raton, FL 33487 Ladies and Gentlemen: We are acting as counsel to Vocodia Holdings Corp., a Wyoming corporation (“VHAI”), for the purpose of rendering an opinio

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Vocodia Holdings, Corp., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 14, 2025

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 14, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN

Exhibit 3.5 VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options,

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated April 16, 2024, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2023 and 2022. Our report contains an explanatory paragraph regarding the Compan

July 17, 2025

July 17, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 2 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 2 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41963 VOCODIA HOLDI

Security Agreement

Exhibit 10.3 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on May 13, 2025, by and between Vocodia Holdings Corp, a corporation organized under the laws of the State of Wyoming (the “Debtor”) and Eleven 11 Management LLC, a limited liability company organized under the laws of the State of Nevada, and its permitted endorsees, transferee

Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 13, 2025, by and among Vocodia Holdings Corp, a corporation organized under the laws of the State of Wyoming (the “Company”), and Eleven 11 Management LLC, a limited liability company organized under the laws of the State of Nevada (the “Purchaser”). Recital A. The Company and the Purc

Convertible Note

Exhibit 10.2 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UP

Form of Warrant

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41963 VOCODIA HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41963 VOCODIA HOLDINGS CORP (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Amended and Restated Designation of the Series A Preferred Stock

Exhibit 3.1

Amendment to Articles of Incorporation

Exhibit 3.2

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

LETTER

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.

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated February 11, 2025

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated February 11, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 11, 2025

Exhibit 12.1 18305 BISCAYNE BLVD. SUITE 200 JONATHAN D. LEINWAND, P.A. AVENTURA, FL 33160 TEL: (954) 903-7856 FAX: (954) 252-4265 E-MAIL: [email protected] February 11, 2025 Vocodia Holdings Corp. 7781 NW Beacon Square Blvd, Unit 102-V64 Boca Raton, FL 33487 Ladies and Gentlemen: We are acting as counsel to Vocodia Holdings Corp., a Wyoming corporation (“VHAI”), for the purpose of rendering an op

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A of our report dated April 12, 2024, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2022 and December 31, 2023. Our report contains an explanatory paragraph regarding

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Vocodia Holdings, Corp., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.

Letter from Rosenberg Rich Baker Berman, P.A to the Securities and Exchange Commission dated January 6, 2025

Exhibit 16.1 January 6, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read Item 4.01 of Form 8-K of Vocodia Holdings Corp. dated January 6, 2025, and are in agreement with the statements as they relate to our Firm contained therein. We have no basis to agree or disagree with the other statements contained therein. Very truly yours, /s/ Rosenberg Rich Bake

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Letter from Rosenberg Rich Baker Berman, P.A to the Securities and Exchange Commission dated January 6, 2025

Exhibit 16.1 January 6, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read Item 4.01 of Form 8-K of Vocodia Holdings Corp. dated January 6, 2025, and are in agreement with the statements as they relate to our Firm contained therein. We have no basis to agree or disagree with the other statements contained therein. Very truly yours, /s/ Rosenberg Rich Bake

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Boca Raton, FL – October 22, 2024

Exhibit 99.1 Boca Raton, FL – October 22, 2024 – Vocodia Holdings Corp (OTCMKTS: VHAI), a leader in AI-driven conversational platforms, has filed and published a provisional patent (US 2024/0340375 A1) for its groundbreaking AI-powered system designed to automate telephony-based interactions. The system uses artificial intelligence and natural language processing (NLP) to manage real-time conversa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Amendment No. 1 to Bylaws of Vocodia Holdings Corp.

Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF VOCODIA HOLDINGS CORP. (a Wyoming corporation) Effective as of October 4, 2024, the Bylaws (the “Bylaws”) of Vocodia Holdings Corp., a Wyoming corporation, are hereby amended by replacing the text of Article III, Section 3.2 with the following: “Section 3.2 Number, Tenure and Qualifications. The number of directors of the Corporation shall be two (2), provi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Termination Agreement dated September 16, 2024.

Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement, dated as of September 11, 2024 (the “Termination Agreement”), between Vocodia Holdings Corp, a Wyoming corporation, having its principal place of business at 36401 Congress Avenue, Suite #160, Boca Raton, Florida 33487 (“Vocodia”), Thornhill Advisory Group, Inc. (f/k/a EverAsia Financial Group), a Florida corporation, having its princi

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 VOCODIA HOLDINGS CORP (Exact na

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 VOCODIA HOLDINGS CORP (Exact name

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Placement Agency Agreement

Exhibit 10.2 August 2, 2024 Vocodia Holdings Corp 6401 Congress Ave, Suite #160 Boca Raton, FL 33487 Attn: Brian Podolak, Chief Executive Officer Re: Placement Agency Agreement Dear Brian: Vocodia Holdings Corp, a Wyoming corporation (hereinafter referred to as the “Company” or “you”), proposes to offer for sale in a private placement a maximum of Three Million and Two Dollars ($3,000,002) (the “O

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2024, is by and among Vocodia Holdings Corp, a Wyoming corporation with offices located at 6401 Congress Avenue, Suite #160, Boca Raton, Florida 33487 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto and any subsequent investors party her

Certificate of Designation of Series D Redeemable Preferred Stock

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES D REDEEMABLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP PURSUANT TO TITLE 17 OF THE wyoming statutes The undersigned, Brian Podolak, does hereby certify that: 1. He is the Chief Executive Officer of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”). 2. The Corporation is authorized to issue 24,000,000 shares of preferred stock, par valu

Certificate of Designation of Series C Convertible Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP I, Brian Podolak, hereby certify that I am the Chief Executive Officer of Vocodia Holdings Corp (the “Company”), a corporation organized and existing under Title 17 of the Wyoming Statutes (the “WS”), and further do hereby certify: That pursuant to the authority expressly conferred upon the boar

Form of Registration Rights Agreement

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2024 (the “Signing Date”), by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective mean

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41963 VOCODIA HOLDINGS CORP (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Vocodia Launches Pilot Program with Major Utility Provider -Company’s Conversational AI to Provide 3rd Party Verification for Switching Energy Providers-

Exhibit 99.2 Vocodia Launches Pilot Program with Major Utility Provider -Company’s Conversational AI to Provide 3rd Party Verification for Switching Energy Providers- CHICAGO, March 28, 2024 — Vocodia Holdings Corp. (CBOE: VHAI) (“Vocodia” or the “Company”), an AI software company that builds practical AI functions, today announced that it has signed an agreement with a large utility services comp

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

CORRECTION - Vocodia Announces Founder and Management Team Investments in Company IPO

Exhibit 99.1 CORRECTION - Vocodia Announces Founder and Management Team Investments in Company IPO In a release issued under the same headline yesterday, March 26th, please note that the date of Vocodia’s IPO completion should be February 26th, not February 22nd, as previously stated. The corrected release follows: CHICAGO, March 27, 2024 - Vocodia Holdings Corp. (CBOE: VHAI) (“Vocodia” or the “Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement VOCODIA HOLDINGS CORP (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.1) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement VOCODIA HOLDINGS CORP (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement VOCODIA HOLDINGS CORP (Name of

Underwriting Agreement dated February 21, 2024, by and between Vocodia Holdings Corp., and Alexander Capital L.P., as Representative of the Underwriters

Exhibit 1.1 UNDERWRITING AGREEMENT by and between VOCODIA HOLDINGS CORP And ALEXANDER CAPITAL, L.P., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS VOCODIA HOLDINGS CORP UNDERWRITING AGREEMENT February 21, 2024 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, NJ 07701 La

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Vocodia Holdings Corp Announces Closing of $5.95 Million Initial Public Offering and the First IPO to be Listed on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols “VHAI”, “VHAI+A”,

Exhibit 99.2 Vocodia Holdings Corp Announces Closing of $5.95 Million Initial Public Offering and the First IPO to be Listed on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols “VHAI”, “VHAI+A”, and “VHAI+B”, respectively CHICAGO, Feb. 26, 2024 - Vocodia Holdings Corp (CBOE: VHAI) (“Vocodia” or the “Company”), an AI software compa

Representative’s Warrant

Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

Vocodia Holdings Corp. Announces Pricing of $5.95 Million Initial Public Offering, the Inaugural Initial Public Offering on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols VHAI,” “V

Exhibit 99.1 Vocodia Holdings Corp. Announces Pricing of $5.95 Million Initial Public Offering, the Inaugural Initial Public Offering on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols VHAI,” “VHAI+A” and “VHAI+B, respectively CHICAGO, Feb. 22, 2024 /PRNewswire/ - Vocodia Holdings Corp. (“Vocodia” or the “Company”), an AI softwar

VOCODIA HOLDINGS CORP 1,400,000 Units Each Consisting of: One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Share of Common Stock Shares of Common Stock Underlying the Representa

Filed Pursuant to Rule 424(b)(4) Registration No. 333-269489 PROSPECTUS VOCODIA HOLDINGS CORP 1,400,000 Units Each Consisting of: One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Share of Common Stock 42,000 Shares of Common Stock Underlying the Representative’s Warrants 2,296,956 Shares of Common Stock held by the Selling Sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vocodia Holdings Corp. (Exact name of registrant as specified in its charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 6401 Congresses

CBOE BZX CERTIFICATION

By Electronic Mail February 14, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 RE: Vocodia Holdings Corp Issuer CIK: 0001880431 Issuer File Number: 333-269489 Form Type: S-1 Filing Date: February 14, 2024 To Whom It May Concern: Please be advised that Cboe BZX Exchange, Inc. has received an application dated December 27, 2023, f

February 13, 2024

February 13, 2024 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F.

Vocodia Holdings Corp.

Free Writing Prospectus Filed Pursuant to Rule 433 To Prospectus dated February 13, 2024 Registration Statement File No.

[Signature Page to Follow]

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

Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on February 13, 2024.

As filed with the Securities and Exchange Commission on February 13, 2024. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpor

As filed with the Securities and Exchange Commission on February 5, 2024.

As filed with the Securities and Exchange Commission on February 5, 2024. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpora

Form of Warrant Agency Agreement

Exhibit 4.22 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [●], 2024 (the “Issuance Date”) between Vocodia Holdings Corp, a company incorporated under the laws of the State of Wyoming (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain underwriting agreement (the “Underwriting Agreement”), dated

Form of Series B Common Stock Purchase Warrant

Exhibit 4.20 SERIES B COMMON STOCK PURCHASE WARRANT VOCODIA HOLDINGS CORP Warrant Shares: [] Issue Date: [], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [], 2024 (the “Initial Exercise

Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

Form of Series A Common Stock Purchase Warrant

Exhibit 4.19 SERIES A COMMON STOCK PURCHASE WARRANT VOCODIA HOLDINGS CORP Warrant Shares: Issue Date [], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [], 2024 (the “Initial Exercise Date

Form of Series C Common Stock Purchase Warrant

Exhibit 4.21 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Underwriting Agreement

Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2024 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and

Form of Representative’s Warrant

Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

LETTER

United States securities and exchange commission logo January 23, 2024 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment No.

Amendment to EverAsia Financial Advisory Services Agreement

Exhibit 10.12 AMENDMENT TO FINANCIAL ADVISORY SERVICES AGREEMENT THIS AMENDMENT TO FINANCIAL ADVISORY SERVICES AGREEMENT (“Amendment”) made and entered into this (“Amendment Effective Date” herein), by and between EverAsia Financial Group, Inc., a Corporation formed under the laws of the State of Florida, USA (“Consultant” herein) and Vocodia Holdings Corporation., a Corporation formed under the l

Audit Committee Charter

Exhibit 99.6 Vocodia Holdings Corp Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Company”) oversees the Company’s accounting and financial reporting processes and audits of its financial statements on behalf of the Board of Directors and provides advice with respect to the Company’s risk evaluation and mitigation processe

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem

Compensation Committee Charter

Exhibit 99.7 Vocodia Holdings Corp Compensation Committee Charter This charter (“Charter”) sets forth the purpose, composition, operations, responsibilities, duties and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Corporation”). A. Purpose. The purpose of the Committee is to discharge the Board’s responsibilities rela

Form of Certificate of Designations, Authorization of 2,000 Additional Shares of Series B Convertible Preferred Stock of Vocodia Holdings Corp

Exhibit 3.7 ARTICLES OF AMENDMENT FOR CERTIFICATE OF DESIGNATIONS, AUTHORIZATION OF 2,000 ADDITIONAL SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on Septembe

Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on January 10, 2024.

As filed with the Securities and Exchange Commission on January 10, 2024. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpora

Whistleblower Policy

Exhibit 99.10 VOCODIA HOLDINGS CORP. WHISTLEBLOWER PROTECTION POLICY Introduction The organization will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm. Any whistleblower who believes he/she is being

Code of Ethics and Business Standards

Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: ● honest and ethical conduct,

Clawback Policy

Exhibit 99.9 VOCODIA HOLDINGS CORP. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Vocodia Holding Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial

EverAsia Financial Advisory Services Agreement

Exhibit 10.11 FINANCIAL ADVISORY SERVICES AGREEMENT THIS CONSULTING AGREEMENT made and entered into this (“Effective Date” herein), by and between Scott Silverman and EverAsia Financial Group, Inc. a Corporation formed under the laws of the State of Florida, USA (“Consultant” herein) and , a formed under the laws of (“Client” herein). Consultant and Client shall, at times, be referred to collectiv

Form of Extension Letter for the 2022 Convertible Notes and 2023 Convertible Notes

Exhibit 10.10 VOCODIA HOLDINGS CORP. 6401 Congress Avenue Suite 160 Boca Raton, Florida 33487 December , 2023 [ * ] Re: Note Extension and Increased Conversion Shares Holder: [*] Original Issue Discount: 15% Original Issue Date: September 14, 2022 Subscription Amount: $[*] Maturity Date: June 30, 2023 Original Principal Amount and Accrued Interest: $$[*] Extended Maturity Date: February 14, 2024 I

Compensation Committee Charter

Exhibit 99.7 Vocodia Holdings Corp Compensation Committee Charter This charter (“Charter”) sets forth the purpose, composition, operations, responsibilities, duties and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Corporation”). A. Purpose. The purpose of the Committee is to discharge the Board’s responsibilities rela

Audit Committee Charter

Exhibit 99.6 Vocodia Holdings Corp Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Company”) oversees the Company’s accounting and financial reporting processes and audits of its financial statements on behalf of the Board of Directors and provides advice with respect to the Company’s risk evaluation and mitigation processe

Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem

Code of Ethics and Business Standards

Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: ● honest and ethical conduct,

Form of Certificate of Designations, Authorization of 2,000 Additional Shares of Series B Convertible Preferred Stock of Vocodia Holdings Corp

Exhibit 3.7 ARTICLES OF AMENDMENT FOR CERTIFICATE OF DESIGNATIONS, AUTHORIZATION OF 2,000 ADDITIONAL SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on Septembe

As filed with the Securities and Exchange Commission on October 18, 2023.

As filed with the Securities and Exchange Commission on October 18, 2023. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpora

October 18, 2023

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 fort

LETTER

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.

Q3 2021 Vocodia Subscription Purchase Agreement, $5,000,000

Exhibit 4.2 VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock for $5,000,000 Vocodia Holdings Corp. Attn: Brian Podolak, President 6401 Congress Ave. Suite 160 Boca Raton, Florida 33487 Dear Mr. Podolak: In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “O

Director Consent for Amendments to Employment Agreements for Reverse Stock Split

Exhibit 99.5 VOCODIA HOLDINGS CORP ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS Pursuant to Title 17-16-821 of the Wyoming Statutes and the amended and restated bylaws of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), the undersigned, constituting all the members of the board of directors of the Company (the “Board”), resolve as follows: 1. Amendments to Employment

Director Consent for Lourdes Felix

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Q1 2023 Evergreen Securities Form of Warrant

Exhibit 4.18 APPENDIX C FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

Q1 2023 Evergreen Original Issue Discount Senior Secured Convertible Note

Exhibit 4.16 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AN

Articles of Amendment to Certificate of Incorporation, dated August 6, 2021

Exhibit 3.5 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 09/01/2021 09:56 AM Ph. 307.777.7311 Original ID: 2021-001000290 Email: [email protected] Amendment ID: 2021-003306456 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Hold

Articles of Amendment to Certificate of Incorporation, dated August 29, 2022

Exhibit 3.4 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) VOCODIA HOLDINGS CORP 2. Article number(s) V. is amended as follows: *See checklist below for arti

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem

Capital Market Advisory Agreement by and between Vocodia Holdings Corp and Exchange Listing, LLC dated March 21, 2022

Exhibit 10.7 CAPITAL MARKET ADVISORY AGREEMENT THIS AGREEMENT, dated as March 21, 2022, between Vocodia Holdings Corp. (the “Company”), having its principal place of business at 601 Congress Avenue, Suite 160, Boca Raton, Florida 33487 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301. RECITALS WHEREA

Form of Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp

EX-3.6 9 cm312ex3-6.htm EXHIBIT 3.6 Exihibit 3.6 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on April [17], 202

Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note

Exhibit 4.6 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND

Q4 2022 Emmis Registration Rights Agreement

Exhibit 4.7 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement

Amendment to the Articles of Incorporation, dated October 21, 2022

Exhibit 3.1.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Holdings Corp 2. Article number(s) V is amended as follows: *See checklist below for art

Bill of Sale and Assignment

EX-10.1 29 cm312ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collective

Nominating and Corporate Governance Committee Charter

EX-99.8 47 cm312ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 Vocodia Holdings Corp Nominating and Corporate Governance Committee Charter 1. Mission Statement The Nominating and Corporate Governance Committee has been established by the Board of Directors (the “Board”) of Vocodia Holdings Corp. (the “Company”), in order, among other things to: · develop and recommend to the Board the Corporate Governance G

Certificate of Amendment to the Articles of Incorporation, dated January 27, 2023

Exhibit 3.2 WY Secretary of State FILED: 01/27/2023 11:06 AM Original ID: 2021-001000290 Amendment ID: 2023-004000333 STATE OF WYOMING CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION (Pursuant to Title 17-10-107 of the Wyoming Statutes of the State of Wyoming) Vocodia Holdings Corp, a corporation organized and existing under and by virtue of the laws of the State of Wyoming does hereby ce

Executive Employment Agreement for Brian Podolak, CEO of Vocodia Holdings Corp

EX-10.8 35 cm312ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CMF Draft-12-12-22 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and Brian Podolak (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms use

Director Consent for Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp

Exhibit 99.4 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF VOCODIA HOLDINGS CORP The undersigned, constituting all members of the Board of Directors (“Board”) of Vocodia Holdings Corp, a State of Wyoming corporation (the “Company”), in lieu of a meeting of the Board and pursuant to the authority of Title 17 of the Wyoming Statutes and Section 2.13 of Article II of the Amended and Restated

Q1 2023 Cavalry Investment Fund LP Securities Purchase Agreement

Exhibit 4.11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of April 2023 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors wish to purchase from the Company, and the Com

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation or Organization Vocodia FL, LLC Florida Vocodia JV, LLC Delaware Click Fish Media, Inc. Flordia

Form of Independent Director Compensation Agreement for Lourdes Felix

Exhibit 10.4 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Series B Preferred Stock Purchase Agreement

Exhibit 4.9 VOCODIA HOLDINGS CORP SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March , 2023, by and among VOCODIA HOLDINGS CORP, a Wyoming corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the subscriptio

Q4 2022 Emmis Securities Purchase Agreement

Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”). WHEREAS, the Investor wish to purchase from the Company, and the Company wishes to sell and issue to the Investor: (1) 15% origin

CFM Contribution Agreement

Exhibit 4.4 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc., a Florida corporation (“CFM”). Each

Form of Representative’s Warrant

EX-4.1 10 cm312ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR

May 15, 2023

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 fo

Compensation Committee Charter

Exhibit 99.7 Vocodia Holdings Corp Compensation Committee Charter This charter (“Charter”) sets forth the purpose, composition, operations, responsibilities, duties and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Corporation”). A. Purpose. The purpose of the Committee is to discharge the Board’s responsibilities rela

Director Consent for Ned L. Siegel

Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Articles of Incorporation

Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Apr 27 2021 10:30AM Cheyenne, WY 82002-0020 Original ID: 2021-001000290 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Vocodia Holdings Corp II. The name and physical address of the registered agent of the profit corpora

Code of Ethics and Business Standards

Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: · honest and ethical conduct,

Executive Employment Agreement for James Sposato, CTO of Vocodia Holdings Corp

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and James Sposato (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings

Form of Independent Director Compensation Agreement for Ned L. Siegel

Exhibit 10.6 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Commercial Lease

Exhibit 10.2 Commercial Lease THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Li

CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

Audit Committee Charter

Exhibit 99.6 Vocodia Holdings Corp Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Company”) oversees the Company’s accounting and financial reporting processes and audits of its financial statements on behalf of the Board of Directors and provides advice with respect to the Company’s risk evaluation and mitigation processe

Director Consent for Randall Miles

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Form of Restricted Stock Units Agreement

EX-4.8 17 cm312ex4-8.htm EXHIBIT 4.8 Exhibit 4.8 VOCODIA HOLD$INGS CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restri

Q1 2023 Evergreen Securities Registration Rights Agreement

Exhibit 4.16 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2023 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company ”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in the

Q1 2023 Evergreen Securities Purchase Agreement

Exhibit 4.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of April 2023 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors wish to purchase from the Company, and the Com

Q1 2023 Cavalry Investment Fund LP Form of Warrant

Exhibit 4.14 APPENDIX C FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

Q1 2023 Cavalry Investment Fund LP Registration Rights Agreement

Exhibit 4.13 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [Closing Date], 2023 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in

Warrant issued to Exchange Listing, LLC

Exhibit 4.10 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATIS

AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I OFFICES The principal office of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”), shall be located either within or outside of Wyoming, as the Board of Directors of the Corporation (the “Board”) may designate from time to time. The Corporation may have such other offices either within or outside the state of

Q1 2023 Cavalry Investment Fund LP Original Issue Discount Senior Secured Convertible Note

Exhibit 4.12 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AN

As filed with the Securities and Exchange Commission on May 15, 2023.

As filed with the Securities and Exchange Commission on May 15, 2023. Registration No. 333- 269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorporatio

Q2 2021 Vocodia Subscription Purchase Agreement, $1,150,000

Exhibit 4.3 PRIVATE OFFERING $1,000,000 for TWO MILLION SHARES of COMMON STOCK of VOCODIA HOLDINGS CORPORATION 04/26/2021 EXHIBIT A Subscription Agreement & Investment Questionnaire | SUBSCRIPTION AGREEMENT Vocodia Holdings Corp EXHIBIT A | Vocodia Holdings Corp Subscription Agreement & Accredited Investor Assertation 04/26/2021 Dear Sir or Madam: This will acknowledge that the undersigned hereby

Form of Independent Director Compensation Agreement for Randall Miles

EX-10.5 32 cm312ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I.

LETTER

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.

Articles of Amendment to Certificate of Incorporation, dated August 29, 2022

Exhibit 3.4 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) VOCODIA HOLDINGS CORP 2. Article number(s) V. is amended as follows: *See checklist below for arti

Amendment to the Articles of Incorporation, dated October 21, 2022

Exhibit 3.1.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Holdings Corp 2. Article number(s) V is amended as follows: *See checklist below for art

Director Consent for Ned L. Siegel

Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Form of Independent Director Compensation Agreement for Lourdes Felix

Exhibit 10.4 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Form of Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp

Exihibit 3.6 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on April [17], 2023 in accordance with the provisions

Series B Preferred Stock Purchase Agreement

Exhibit 4.9 VOCODIA HOLDINGS CORP SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March , 2023, by and among VOCODIA HOLDINGS CORP, a Wyoming corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the subscriptio

Director Consent for Lourdes Felix

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Form of Restricted Stock Units Agreement

Exhibit 4.8 VOCODIA HOLD$INGS CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of

Code of Ethics and Business Standards

Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: · honest and ethical conduct,

Commercial Lease

Exhibit 10.2 Commercial Lease THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Li

Form of Independent Director Compensation Agreement for Randall Miles

Exhibit 10.5 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I OFFICES The principal office of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”), shall be located either within or outside of Wyoming, as the Board of Directors of the Corporation (the “Board”) may designate from time to time. The Corporation may have such other offices either within or outside the state of

Q3 2021 Vocodia Subscription Purchase Agreement, $5,000,000

Exhibit 4.2 VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock for $5,000,000 Vocodia Holdings Corp. Attn: Brian Podolak, President 6401 Congress Ave. Suite 160 Boca Raton, Florida 33487 Dear Mr. Podolak: In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “O

Director Consent for Randall Miles

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem

Form of Independent Director Compensation Agreement for Ned L. Siegel

Exhibit 10.6 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Executive Employment Agreement for Brian Podolak, CEO of Vocodia Holdings Corp

Exhibit 10.8 CMF Draft-12-12-22 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and Brian Podolak (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall

Executive Employment Agreement for James Sposato, CTO of Vocodia Holdings Corp

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and James Sposato (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation or Organization Vocodia FL, LLC Florida Vocodia JV, LLC Delaware Click Fish Media, Inc. Flordia

Q4 2022 Emmis Registration Rights Agreement

Exhibit 4.7 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement

Director Consent for Amendments to Employment Agreements for Reverse Stock Split

Exhibit 99.5 VOCODIA HOLDINGS CORP ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS Pursuant to Title 17-16-821 of the Wyoming Statutes and the amended and restated bylaws of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), the undersigned, constituting all the members of the board of directors of the Company (the “Board”), resolve as follows: 1. Amendments to Employment

Articles of Incorporation

Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Apr 27 2021 10:30AM Cheyenne, WY 82002-0020 Original ID: 2021-001000290 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Vocodia Holdings Corp II. The name and physical address of the registered agent of the profit corpora

Articles of Amendment to Certificate of Incorporation, dated August 6, 2021

Exhibit 3.5 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 09/01/2021 09:56 AM Ph. 307.777.7311 Original ID: 2021-001000290 Email: [email protected] Amendment ID: 2021-003306456 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Hold

Q2 2021 Vocodia Subscription Purchase Agreement, $1,150,000

Exhibit 4.3 PRIVATE OFFERING $1,000,000 for TWO MILLION SHARES of COMMON STOCK of VOCODIA HOLDINGS CORPORATION 04/26/2021 EXHIBIT A Subscription Agreement & Investment Questionnaire | SUBSCRIPTION AGREEMENT Vocodia Holdings Corp EXHIBIT A | Vocodia Holdings Corp Subscription Agreement & Accredited Investor Assertation 04/26/2021 Dear Sir or Madam: This will acknowledge that the undersigned hereby

Director Consent for Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp

Exhibit 99.4 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF VOCODIA HOLDINGS CORP The undersigned, constituting all members of the Board of Directors (“Board”) of Vocodia Holdings Corp, a State of Wyoming corporation (the “Company”), in lieu of a meeting of the Board and pursuant to the authority of Title 17 of the Wyoming Statutes and Section 2.13 of Article II of the Amended and Restated

Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on April 21, 2023.

As filed with the Securities and Exchange Commission on April 21, 2023. Registration No. 333- 269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorporat

Warrant issued to Exchange Listing, LLC

Exhibit 4.10 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATIS

Executive Employment Agreement for Mark Terrill, COO of Vocodia Holdings Corp

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2022 (the "Effective Date"), between Vocodia Holdings Corp., a Wyoming corporation, whose principal place of business is 6401 Congress Avenue, Suite 160, Boca Raton, FL 33487 (the "Company") and Mark Terrill, an individual whose mailing address is 2339 Treasur

Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note

Exhibit 4.6 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND

Bill of Sale and Assignment

Exhibit 10.1 BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collectively, “Assignors”), each Assignor being an

Capital Market Advisory Agreement by and between Vocodia Holdings Corp and Exchange Listing, LLC dated March 21, 2022

Exhibit 10.7 CAPITAL MARKET ADVISORY AGREEMENT THIS AGREEMENT, dated as March 21, 2022, between Vocodia Holdings Corp. (the “Company”), having its principal place of business at 601 Congress Avenue, Suite 160, Boca Raton, Florida 33487 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301. RECITALS WHEREA

Certificate of Amendment to the Articles of Incorporation, dated January 27, 2023

Exhibit 3.2 WY Secretary of State FILED: 01/27/2023 11:06 AM Original ID: 2021-001000290 Amendment ID: 2023-004000333 STATE OF WYOMING CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION (Pursuant to Title 17-10-107 of the Wyoming Statutes of the State of Wyoming) Vocodia Holdings Corp, a corporation organized and existing under and by virtue of the laws of the State of Wyoming does hereby ce

Form of Representative’s Warrant

Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

CFM Contribution Agreement

Exhibit 4.4 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc., a Florida corporation (“CFM”). Each

Q4 2022 Emmis Securities Purchase Agreement

Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”). WHEREAS, the Investor wish to purchase from the Company, and the Company wishes to sell and issue to the Investor: (1) 15% origin

April 21, 2023

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 respo

LETTER

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.

Bill of Sale and Assignment

Exhibit 10.1 BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collectively, “Assignors”), each Assignor being an

Form of Independent Director Compensation Agreement for Lourdes Felix

Exhibit 10.4 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Articles of Amendment to Certificate of Incorporation, dated August 29, 2022

Exhibit 3.4 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) VOCODIA HOLDINGS CORP 2. Article number(s) V. is amended as follows: *See checklist below for arti

Form of Independent Director Compensation Agreement for Ned L. Siegel

Exhibit 10.6 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Director Consent for Ned L. Siegel

EX-99.3 29 cm250ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registratio

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem

Q4 2022 Emmis Registration Rights Agreement

Exhibit 4.7 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement

AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I

EX-3.3 6 cm250ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I OFFICES The principal office of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”), shall be located either within or outside of Wyoming, as the Board of Directors of the Corporation (the “Board”) may designate from time to time. The Corporation may have such other offices e

Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note

EX-4.6 14 cm250ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, A

Form of Representative’s Warrant

EX-4.1 9 cm250ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR C

Articles of Incorporation

EX-3.1 3 cm250ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Apr 27 2021 10:30AM Cheyenne, WY 82002-0020 Original ID: 2021-001000290 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Vocodia Holdings Corp II. The name and physical address of the re

Executive Employment Agreement for Mark Terrill, COO of Vocodia Holdings Corp

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2022 (the "Effective Date"), between Vocodia Holdings Corp., a Wyoming corporation, whose principal place of business is 6401 Congress Avenue, Suite 160, Boca Raton, FL 33487 (the "Company") and Mark Terrill, an individual whose mailing address is 2339 Treasur

Certificate of Amendment to the Articles of Incorporation, dated January 27, 2023

Exhibit 3.2 WY Secretary of State FILED: 01/27/2023 11:06 AM Original ID: 2021-001000290 Amendment ID: 2023-004000333 STATE OF WYOMING CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION (Pursuant to Title 17-10-107 of the Wyoming Statutes of the State of Wyoming) Vocodia Holdings Corp, a corporation organized and existing under and by virtue of the laws of the State of Wyoming does hereby ce

Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

Code of Ethics and Business Standards

Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: · honest and ethical conduct,

Q3 2021 Vocodia Subscription Purchase Agreement, $5,000,000

Exhibit 4.2 VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock for $5,000,000 Vocodia Holdings Corp. Attn: Brian Podolak, President 6401 Congress Ave. Suite 160 Boca Raton, Florida 33487 Dear Mr. Podolak: In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “O

Q2 2021 Vocodia Subscription Purchase Agreement, $1,150,000

Exhibit 4.3 PRIVATE OFFERING $1,000,000 for TWO MILLION SHARES of COMMON STOCK of VOCODIA HOLDINGS CORPORATION 04/26/2021 EXHIBIT A Subscription Agreement & Investment Questionnaire | SUBSCRIPTION AGREEMENT Vocodia Holdings Corp EXHIBIT A | Vocodia Holdings Corp Subscription Agreement & Accredited Investor Assertation 04/26/2021 Dear Sir or Madam: This will acknowledge that the undersigned hereby

Q4 2022 Emmis Securities Purchase Agreement

Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”). WHEREAS, the Investor wish to purchase from the Company, and the Company wishes to sell and issue to the Investor: (1) 15% origin

As filed with the Securities and Exchange Commission on January 31, 2023.

As filed with the Securities and Exchange Commission on January 31, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorporation or organization) (Pr

Director Consent for Lourdes Felix

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Articles of Amendment to Certificate of Incorporation, dated August 6, 2021

Exhibit 3.5 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 09/01/2021 09:56 AM Ph. 307.777.7311 Original ID: 2021-001000290 Email: [email protected] Amendment ID: 2021-003306456 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Hold

CFM Contribution Agreement

EX-4.4 12 cm250ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc.

Director Consent for Randall Miles

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U

Amendment to the Articles of Incorporation, dated October 21, 2022

Exhibit 3.1.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Holdings Corp 2. Article number(s) V is amended as follows: *See checklist below for art

Form of Independent Director Compensation Agreement for Randall Miles

Exhibit 10.5 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi

Form of Restricted Stock Units Agreement

Exhibit 4.8 VOCODIA HOLD$INGS CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation or Organization Vocodia FL, LLC Florida Vocodia JV, LLC Delaware Click Fish Media, Inc. Flordia

Commercial Lease

Exhibit 10.2 Commercial Lease THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Li

LETTER

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.

December 16, 2022 Via EDGAR

December 16, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jan Woo Re: Vocodia Holdings Corp Amendment No.1 to Draft Registration Statement on Form S-1 Submitted November 1, 2022 CIK No. 0001880431 Dear Ms. Woo: On behalf of Vocodia Holdings Corp (the “Company”), we have set forth belo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter)

As confidentially submitted to the Securities and Exchange Commission on December 16, 2022.

LETTER

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter)

As confidentially submitted to the Securities and Exchange Commission on November 1, 2022.

October 31, 2022

October 31, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jan Woo, Legal Branch Chief Re: Vocodia Holdings Corp Draft Registration Statement on Form S-1 (filed October 21, 2022) CIK No. 0001880431 Response to Letter Issued on October 28, 2022 Dear Ms. Woo: On behalf of Vocodia Holdings

LETTER

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.