Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported on Form 8-K filed with the SEC on June 21, 2024, on June 14, 2024, Vocodia Holdings Corp. (the "Company") received a letter (the "Letter") from the Listing Qualifications Department of The Cboe BZX Exchange, Inc. ("Cboe") notifying the Company that Cboe had decided to exercise its discretionary authority pursuant to Exchange Rule 14.2 to delist the Company and suspend trading of the Company's Common Stock (VHAI), Series A Warrants (VHAI+A) and Series B Warrants (VHAI+B) on June 24, 2024. The Letter cited that the basis for this decision is that the Company is currently not in compliance with (i) Exchange Rule 14.9(e)(1)(B) because its Common Stock did not maintain a minimum bid price of $1.00 over 30 consecutive business days and (ii) Exchange Rule 14.9(e)(2) because the Company has failed to me at least one of the following requirements: (A) stockholders' equity of at least $2.5 million; (B) market value of listed securities of at least $35 million; or (C) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently complete fiscal years.

Pursuant to Exchange Rule 14.12(h) the Company appealed the staff's decision, and an appeal hearing was held on August 8, 2024 before a two-member Panel (the "Panel"). On September 6, 2024, the Company received notice that the Panel rejected the Company's appeal and determined to delist the Company's securities. The receipt of the Panel's decision will result in the immediate delisting of the Company's Common Stock and Warrants on the Cboe, under the symbols "VHAI," "VHAI+A," and "VHAI+B", and a Form 25-NSE will be filed with the Commission, which will remove the Company's securities from listing and registration on Cboe. The Company does not intend to appeal the Panel's decision. Therefore, the trading of the Company's Common Stock and Warrants will be suspended at the close of business on September 10, 2024, and delisted from Cboe, as indicated in the Panel's letter.

The Company's common stock will begin trading under the trading symbols "VHAI," "VHAI+A," and VHAI+B" on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on September 11, 2024. The Company intends to apply to have its common stock quoted on the OTCQB Venture Market on the OTC Markets; however, there can be no assurances that its common stock and warrants will be approved, or will continue, to be traded on such market.