Vocodia Holdings Corp. Files Amendment No. 4 to Form S-1
Ticker: VHABW · Form: S-1/A · Filed: Jan 10, 2024 · CIK: 1880431
Complexity: moderate
Sentiment: neutral
Topics: Vocodia Holdings, S-1/A, SEC Filing, Securities Offering, Registration Statement
TL;DR
<b>Vocodia Holdings Corp. has filed an amendment to its S-1 registration statement, indicating a potential delayed or continuous offering of securities.</b>
AI Summary
Vocodia Holdings Corp (VHABW) filed a Amended IPO Registration (S-1/A) with the SEC on January 10, 2024. Vocodia Holdings Corp. filed Amendment No. 4 to its Form S-1 registration statement on January 10, 2024. The filing is related to a proposed public sale of securities. The company is incorporated in Wyoming and its principal executive offices are located in Boca Raton, Florida. Vocodia Holdings Corp. is classified as a smaller reporting company and an emerging growth company. The filing indicates that the securities may be offered on a delayed or continuous basis pursuant to Rule 415.
Why It Matters
For investors and stakeholders tracking Vocodia Holdings Corp, this filing contains several important signals. This amendment suggests the company is moving forward with its plans to offer securities to the public, which could provide capital for growth or operations. As a smaller reporting and emerging growth company, Vocodia Holdings Corp. may have specific regulatory considerations and opportunities related to this filing.
Risk Assessment
Risk Level: low — Vocodia Holdings Corp shows low risk based on this filing. The filing is an amendment to a registration statement, indicating procedural steps rather than immediate financial performance or significant operational changes, thus posing a low immediate risk.
Analyst Insight
Monitor future filings for updates on the proposed securities offering and the company's financial health.
Key Numbers
- 333-269489 — Registration Number (SEC Registration Number)
- 2024-01-10 — Filing Date (Date of filing Amendment No. 4)
- 7371 — SIC Code (Standard Industrial Classification Code)
- 863519415 — IRS Number (IRS Employer Identification Number)
Key Players & Entities
- Vocodia Holdings Corp (company) — Registrant
- Brian Podolak (person) — Chief Executive Officer
- Ross Carmel (person) — Esq.
- Thiago Spercel (person) — Esq.
- Sichenzia Ross Ference Carmel LLP (company) — Legal Counsel
- David E. Danovitch (person) — Esq.
- Michael DeDonato (person) — Esq.
- Charles Chambers Jr (person) — Esq.
Forward-Looking Statements
- Vocodia Holdings Corp will complete its initial public offering within the next 6 months. (Vocodia Holdings Corp) — medium confidence, target: 2024-07-10
FAQ
When did Vocodia Holdings Corp file this S-1/A?
Vocodia Holdings Corp filed this Amended IPO Registration (S-1/A) with the SEC on January 10, 2024.
What is a S-1/A filing?
A S-1/A is a amendment to an IPO registration statement, typically incorporating SEC feedback. This particular S-1/A was filed by Vocodia Holdings Corp (VHABW).
Where can I read the original S-1/A filing from Vocodia Holdings Corp?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Vocodia Holdings Corp.
What are the key takeaways from Vocodia Holdings Corp's S-1/A?
Vocodia Holdings Corp filed this S-1/A on January 10, 2024. Key takeaways: Vocodia Holdings Corp. filed Amendment No. 4 to its Form S-1 registration statement on January 10, 2024.. The filing is related to a proposed public sale of securities.. The company is incorporated in Wyoming and its principal executive offices are located in Boca Raton, Florida..
Is Vocodia Holdings Corp a risky investment based on this filing?
Based on this S-1/A, Vocodia Holdings Corp presents a relatively low-risk profile. The filing is an amendment to a registration statement, indicating procedural steps rather than immediate financial performance or significant operational changes, thus posing a low immediate risk.
What should investors do after reading Vocodia Holdings Corp's S-1/A?
Monitor future filings for updates on the proposed securities offering and the company's financial health. The overall sentiment from this filing is neutral.
How does Vocodia Holdings Corp compare to its industry peers?
The company operates within the computer programming services industry, as indicated by its SIC code 7371.
Are there regulatory concerns for Vocodia Holdings Corp?
The filing is made under the Securities Act of 1933, which governs the registration and regulation of securities offerings in the United States.
Industry Context
The company operates within the computer programming services industry, as indicated by its SIC code 7371.
Regulatory Implications
The filing is made under the Securities Act of 1933, which governs the registration and regulation of securities offerings in the United States.
What Investors Should Do
- Review the full S-1/A filing for details on the proposed securities offering.
- Track future SEC filings from Vocodia Holdings Corp. for updates on the offering status.
- Analyze the company's business strategy and financial performance in conjunction with the offering.
Key Dates
- 2024-01-10: Filing of Amendment No. 4 to Form S-1 — Indicates progress in the registration process for a public securities offering.
Year-Over-Year Comparison
This is an amendment to a previous filing, indicating ongoing activity related to the registration of securities.
Filing Stats: 4,454 words · 18 min read · ~15 pages · Grade level 15.9 · Accepted 2024-01-10 17:17:53
Key Financial Figures
- $0.0001 — ares”) of common stock, par value $0.0001 per share, of the Company (“Commo
- $4,503,910 — Stock issuable under the approximately $4,503,910 in original issue discount principal an
- $437,378 — 022 Notes”) and the approximately $437,378 in original issue discount principal an
- $5.00 — ing an initial public offering price of $5.00 per IPO Share, which is the midpoint of
- $4.00 — midpoint of the estimated range between $4.00 and $6.00 per share. The actual initial
- $6.00 — f the estimated range between $4.00 and $6.00 per share. The actual initial public of
- $750,000 — of this offering will be approximately $750,000. These expenses do not include the issu
- $402,500 — scounts and commissions payable will be $402,500, and the total proceeds to us, before e
- $5,347,500 — roceeds to us, before expenses, will be $5,347,500. For a description of the other compe
- $10 — tributor consideration in the amount of $10. An illustration of our organizational
Filing Documents
- ea190891-s1a4_vocodia.htm (S-1/A) — 1881KB
- ea190891ex1-1_vocodia.htm (EX-1.1) — 272KB
- ea190891ex3-7_vocodia.htm (EX-3.7) — 45KB
- ea190891ex5-1_vocodia.htm (EX-5.1) — 17KB
- ea190891ex10-10_vocodia.htm (EX-10.10) — 18KB
- ea190891ex10-11_vocodia.htm (EX-10.11) — 158KB
- ea190891ex10-12_vocodia.htm (EX-10.12) — 9KB
- ea190891ex14-1_vocodia.htm (EX-14.1) — 39KB
- ea190891ex23-1_vocodia.htm (EX-23.1) — 2KB
- ea190891ex99-6_vocodia.htm (EX-99.6) — 45KB
- ea190891ex99-7_vocodia.htm (EX-99.7) — 24KB
- ea190891ex99-9_vocodia.htm (EX-99.9) — 37KB
- ea190891ex99-10_vocodia.htm (EX-99.10) — 13KB
- ea190891ex-fee_vocodia.htm (EX-FILING FEES) — 29KB
- image_001.jpg (GRAPHIC) — 2KB
- image_002.jpg (GRAPHIC) — 15KB
- image_003.jpg (GRAPHIC) — 15KB
- image_004.jpg (GRAPHIC) — 21KB
- image_005.jpg (GRAPHIC) — 23KB
- image_006.jpg (GRAPHIC) — 28KB
- image_007.jpg (GRAPHIC) — 31KB
- image_008.jpg (GRAPHIC) — 25KB
- image_009.jpg (GRAPHIC) — 5KB
- image_010.jpg (GRAPHIC) — 11KB
- ex5-1_001.jpg (GRAPHIC) — 18KB
- ex10-11_001.jpg (GRAPHIC) — 2KB
- ex10-12_001.jpg (GRAPHIC) — 3KB
- 0001213900-24-002745.txt ( ) — 2868KB
RISK FACTORS
RISK FACTORS 16 CAUTIONARY STATEMENT REGARDING
FORWARD LOOKING STATEMENTS
FORWARD LOOKING STATEMENTS 37
USE OF PROCEEDS
USE OF PROCEEDS 38 DIVIDEND POLICY 39 CAPITALIZATION 40
DILUTION
DILUTION 41 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43
BUSINESS
BUSINESS 61 MANAGEMENT 73
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 80
SECURITY OWNERSHIP OF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 82 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 84 SELLING SHAREHOLDERS 86
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 92 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF THE COMPANY’S COMMON STOCK 96 SHARES ELIGIBLE FOR FUTURE SALE 100
UNDERWRITING
UNDERWRITING 102 LEGAL MATTERS 107 EXPERTS 107 WHERE YOU CAN FIND MORE INFORMATION 107 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Company’s historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms “Company,” “Vocodia” “we,” “us,” and “our” refer to Vocodia Holdings Corp. OVERVIEW Company Overview Vocodia Holdings Corp (“Vocodia” or “VHC”) was incorporated in the State of Wyoming on April 27, 2021 and is a conversational artificial intelligence (“AI”) technology provider. Our technology is designed to drive better sales and services for our customers. Clients turn to us for their product and service needs. Business Summary We are an AI software company that build practical AI functions and makes them easily obtainable for businesses on cloud-based platform solutions at low costs and scalable to multiagent vast enterprise solutions. Our operations include three wholly owned subsidiaries: (1) Vocodia FL, LLC (“Vocodia FL”), which was incorporated in the State of Florida on June 2, 2021 and manages all of VHC’s human resources and payroll functions, (2) Vocodia JV, LLC (“Vocodia JV”), which was incorporated in the State of Delaware on October 7, 2021 and was formed with the intention to conduct any and all joint ventures or acquisitions for VHC, which do not exist as of the date of this prospectus, and (3) Click Fish