Vocodia Holdings Corp. and Scale Agile Solutions Announce Letter of Intent for Strategic Asset Acquisition
Rhea-AI Summary
Vocodia Holdings (OTC: VHAI) and Scale Agile Solutions (SAS) signed a non-binding revised LOI on October 17, 2025 for a strategic asset acquisition.
Under the LOI Vocodia would acquire SAS technology, IP, and commercial contracts for an asset valuation of approximately $10.5 million, reflecting $697,000 ARR and a $1.5 million pipeline. SAS stakeholders would receive a 45% equity stake in Vocodia via preferred stock with conversion, anti-dilution, and senior liquidation terms. Post-close SAS will operate as an independent division for at least one fiscal year. Vocodia committed to seeking an ELOC of at least $25 million. The deal remains subject to due diligence, definitive agreements, regulatory approvals and a 30-day exclusivity.
Positive
- Asset valuation of $10.5 million
- Reported $697,000 ARR for SAS
- SAS $1.5 million sales pipeline
- SAS stakeholders to receive 45% equity stake in Vocodia
- Vocodia committed to an ELOC ≥ $25 million
Negative
- Transaction is a non-binding LOI, not a definitive sale
- Deal requires due diligence and regulatory approvals before closing
- 30-day exclusivity period provides limited time to finalize terms
News Market Reaction – VHAI
In the Oct 17 session, VHAI declined 25.00%, reflecting a significant negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
BOCA RATON, Fla., Oct. 17, 2025 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp. (OTC: VHAI) (“Vocodia”), a leader in conversational AI solutions, and AdRetreaver LLC d/b/a Scale Agile Solutions (SAS), a provider of innovative AI-driven technologies, today announced the signing of a non-binding Revised Letter of Intent (LOI) for a strategic asset acquisition. The proposed transaction will see Vocodia acquire SAS’s technology, intellectual property, and commercial contracts, positioning the combined entity to expand its presence in the
Strategic Transaction Overview
Under the terms outlined in the LOI, Vocodia will acquire key SAS assets while Connexus Ai Inc., a separate entity, will remain privately held and excluded from the transaction. Post-closing, SAS will operate as an independent division within Vocodia for at least one fiscal year, easing integration while preserving SAS’s innovative legacy.
The transaction values SAS’s assets at approximately
Driving Synergies and Growth
Together, Vocodia and SAS expect to offer customers 40–
“This transaction represents a pivotal step in accelerating Vocodia’s mission to redefine conversational AI,” said Brian Podolak, CEO of Vocodia. “By integrating SAS’s cutting-edge technology and client portfolio, we are poised to unlock significant value and drive innovation across industries.”
“Partnering with Vocodia enables us to expand our AI capabilities responsibly and strategically,” said Cheddi Rai, CEO of SAS. “The structure of this acquisition ensures we’re not just scaling faster — we’re scaling smarter, with our stakeholders’ interests firmly protected.”
Next Steps
The transaction is subject to customary conditions, including mutual due diligence, execution of definitive agreements, and regulatory approvals. An exclusivity period of 30 days has been agreed upon to finalize terms and advance due diligence. Both parties are committed to maintaining confidentiality and will coordinate on public announcements.
About Vocodia Holdings Corp.
Vocodia Holdings Corp (OTC: VHAI) is a pioneer in AI-driven customer engagement, delivering innovative, scalable solutions through its Digital Intelligence Sales Agent (DISA) platform. Headquartered in Boca Raton, FL, Vocodia empowers businesses worldwide with cost-effective, intelligent customer interaction tools designed to enhance satisfaction and operational efficiency. For more information, please visit: http://www.vocodia.com.
About Scale Agile Solutions
AdRetreaver LLC, d/b/a Scale Agile Solutions (SAS), is a Florida-based provider of AI-driven technologies, serving a diverse client base with innovative solutions that drive measurable results.
Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "believe," "project," "estimate," "expect," strategy," "future," "likely," "may,", "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks and uncertainties more fully in the section captioned "Risk Factors" in the Company's Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-269489) and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date and undertake no duty to update such information except as required under applicable law.
Investor Relations Contact:
ir@vocodia.com
