Vocodia Holdings Corp. Expands into Data Privacy and Web3 Infrastructure with Definitive Agreement to Acquire Controlling Stake in WEB3 REX

Rhea-AI Summary

Vocodia (VHAI) entered a definitive securities purchase and share exchange agreement to acquire a 51% controlling interest in WEB3 REX, a developer of data privacy and security software for Web3 and enterprise use.

The transaction aims to diversify Vocodia beyond conversational AI into privacy, security, and compliance solutions and positions the combined platform for enterprise, government, and digital infrastructure markets. Vocodia said the deal is structured as a tax-free share exchange intended to qualify under Section 368(a)(1)(B).

WEB3 REX CEO Jason Melo is slated to become Vocodia CEO and director upon closing, subject to delivery of PCAOB-audited financial statements and customary closing conditions. Vocodia committed to use commercially reasonable efforts to raise up to $3 million within 12 months post-closing to support development and commercialization.

Positive

• Acquires 51% controlling interest in WEB3 REX
• Adds proprietary privacy/security platform and IP
• Deal structured as a tax-free Section 368 share exchange
• Plans to raise up to $3 million growth capital
• Planned appointment of WEB3 REX CEO Jason Melo as Vocodia CEO

Negative

• Closing contingent on delivery of PCAOB-audited financials
• Transaction subject to customary closing conditions and timing uncertainty
• Growth capital target is limited to up to $3 million (12 months)

News Market Reaction

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On the day this news was published, VHAI declined NaN%, reflecting a moderate negative market reaction.

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BOCA RATON, Fla., Jan. 14, 2026 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp. (“Vocodia” or the “Company”) today announced it has entered into a definitive securities purchase and share exchange agreement to acquire a 51% controlling interest in WEB3 REX Inc., a developer of proprietary data privacy and security software designed for Web3 and enterprise applications.

The transaction positions Vocodia to significantly expand its technology portfolio beyond conversational AI into high-demand data privacy, security, and compliance solutions, creating a diversified AI software platform aligned with enterprise, government, and next-generation digital infrastructure markets.

The global data privacy market and the broader Web3 ecosystem are both projected to expand rapidly as regulatory pressure, digital transformation, and user demand for security intensify. The data privacy software segment alone is forecast to grow from roughly $5.4 billion in 2025 to over $45 billion by 2032, reflecting strong enterprise investment in compliance and data protection tools. Meanwhile, the Web3 market is expected to surge from just a few billion dollars in the mid-2020s to tens of billions by the end of the decade, with compound annual growth rates commonly forecast above 40 percent as decentralized technologies gain adoption across finance, identity, and digital infrastructure sectors. Combined, these trends point to a rapidly expanding opportunity for solutions at the intersection of privacy and decentralized technology.

WEB3 REX owns and operates a proprietary data privacy platform that includes source code and intellectual property engineered to address growing global concerns around data protection, regulatory compliance, and secure digital identity. The platform is designed to comply with major privacy frameworks, including GDPR and CCPA, and has no history of data breaches, according to company disclosures.

Under the terms of the agreement, Vocodia will acquire 51% of WEB3 REX through a tax-free share exchange intended to qualify as a reorganization under Section 368(a)(1)(B) of the Internal Revenue Code. WEB3 REX CEO Jason Melo will be appointed as chief executive officer and a director of Vocodia following the closing, subject to the completion of customary conditions, including the delivery of PCAOB-audited financial statements.

“This transaction is a major strategic inflection point for Vocodia,” said Brian Podolak, CEO of Vocodia. “Data privacy and security are no longer optional — they are foundational to AI, Web3, and enterprise adoption. By joining forces with WEB3 REX, we believe Vocodia is positioned to offer a broader, more defensible technology stack that addresses real-world regulatory and infrastructure challenges.”

For WEB3 REX, the agreement provides access to public-market capital, expanded distribution, and operational scale, accelerating its ability to commercialize its technology across multiple verticals.

“This partnership allows WEB3 REX to move faster and reach markets that would otherwise take years to penetrate independently,” Melo said. “Vocodia brings public-market experience, capital markets expertise, and an AI-first vision that complements our privacy and security platform.”

Vocodia has also committed to using commercially reasonable efforts to raise up to $3 million in growth capital within 12 months following the closing to support product development, commercialization, and expansion initiatives. The agreement includes protective provisions designed to align incentives and safeguard shareholder value.

The companies expect the transaction to close upon completion of the audit and satisfaction of the closing conditions.

About Vocodia Holdings Corp.

Vocodia Holdings Corp. develops AI-driven systems that automate customer engagement, high-volume communication, and operational workflows across a range of industries. Its Digital Intelligence Sales Agent (DISA) platform provides businesses with scalable, multilingual solutions that enhance customer satisfaction, reduce costs, and deliver consistent user experiences in real time across both voice and digital channels. Based in Boca Raton, Florida, Vocodia partners with organizations worldwide to modernize and streamline their customer-interaction operations. For more information, visit www.vocodia.com

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

FAQ

What did Vocodia (VHAI) announce on January 14, 2026?

Vocodia announced a definitive agreement to acquire a 51% controlling interest in WEB3 REX to expand into data privacy and Web3 infrastructure.

How is the Vocodia and WEB3 REX transaction structured for tax purposes?

The deal is structured as a tax-free share exchange intended to qualify as a reorganization under Section 368(a)(1)(B).

When will the Vocodia-WEB3 REX transaction close and what conditions remain?

Closing is expected after WEB3 REX delivers PCAOB-audited financial statements and satisfaction of customary closing conditions.

Will Vocodia change leadership after acquiring WEB3 REX (VHAI)?

Yes; WEB3 REX CEO Jason Melo is set to be appointed chief executive officer and a director of Vocodia following closing.

How much growth capital did Vocodia commit to raise after the WEB3 REX deal?

Vocodia committed to use commercially reasonable efforts to raise up to $3 million within 12 months following closing.

What product and compliance capabilities does WEB3 REX bring to Vocodia (VHAI)?

WEB3 REX brings a proprietary data privacy platform and IP designed to comply with major frameworks including GDPR and CCPA.