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United States securities and exchange commission logo
May 2, 2023
Jeremy Frommer
Chief Executive Officer
Creatd, Inc.
419 Lafayette Street, 6th Floor
New York, NY 10003
Re:Creatd, Inc.
Form 8-K/A
Filed April 7, 2023
File No. 001-39500
Dear Jeremy Frommer:
            We have reviewed your April 7, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 6, 2023 letter.
Form 8-K/A filed April 7, 2023
General
1.We note your response to comment 1, including your disclosure regarding risks and
uncertainties dual listing on Upstream and reissue in part. Please revise your filing to
disclose the risks and uncertainties associated with listing on this exchange specifically
addressing the risk associated with listing on an exchange regulated under the laws of the
Seychelles, which may differ from regulations and regulatory environments in countries
such as the U.S., Canada and the U.K., for example. Additionally, please address the risks
and uncertainties associated with Upstream as a new and novel technology and
uncertainty regarding its efficacy and efficiency.

 FirstName LastNameJeremy Frommer
 Comapany NameCreatd, Inc.
 May 2, 2023 Page 2
 FirstName LastName
Jeremy Frommer
Creatd, Inc.
May 2, 2023
Page 2
2.We note your response to  comment 2, which we reissue in part. In your next filing, please
provide a materially complete description of the tokenized shares and the process by
which shareholders exchange their common shares for the tokenized shares, including the
entire lifecycle from the initial exchange of common shares for tokenized shares through
the exchange back into common shares. Provide a detailed explanation of how such
securities are the same as the issued and outstanding shares of common stock already
registered, as well as how such shares compare in regards to transferability and the role of
the transfer agent, whether on Upstream or otherwise.

In your disclosure, please explain the role of MERJ Depository and Registry Limited and
how it interacts with the company’s U.S. transfer agent. Please also explain what you
mean by the statements that MERJ Depository will “manage” the tokenized securities as
prescribed in an agreement with the company and pursuant to certain rules. Additionally,
explain the legal relationship between MERJ Depository and shareholders who deposit
their shares with MERJ Dep., including the relevant governing law. Please also explain
the rights of such shareholders in the event of a liquidation or dissolution of MERJ
Depository. Further, please compare the legal rights of such shareholders with
shareholders who own their shares in either book-entry form or on deposit with a U.S.
broker, including the various protections afforded such shareholders under applicable law.
Finally, please add risk factor disclosure addressing the risks to shareholders arising from
any difference in such rights and protections.
3.After reviewing your response to comment 2, it is unclear how ownership of tokenized
securities, initially and in connection with resales, will be recorded. Please clarify how the
tokenized securities will be held on the books and records of the transfer agent (i.e., in the
name of MERJ Depository or in the name of the individual shareholders). Please also
clarify whether and, if so, how subsequent resales of the tokenized securities on the
Upstream platform will be reflected on the books and records of the transfer agent or if all
such transfers will be records solely on the books and records of MERJ Depository.
Finally, based on your responses to the foregoing, please clarify how the “lost certificate”
process will work in the context of the tokenized securities, in particular if the tokenized
securities will be held in the name of the MERJ Depository on the books and records of
the transfer agent.
4.We reissue comment 2 in part. With regard to how "tokenized equity" is held on
Upstream, please clarify whether the tokenized securities will be held through a
shareholder's wallet or in an omnibus wallet.
5.We also note the statement in your response to comment 2 that shareholders may also
“elect to hold their shares with various depositories, including book entry with a transfer
agent, deposited with CEDE & Co. or with MERJ Dep.” Please clarify how these
securities would be held if not deposited with one of the depositories. For example, does
the company continue to use paper certificated shares?

 FirstName LastNameJeremy Frommer
 Comapany NameCreatd, Inc.
 May 2, 2023 Page 3
 FirstName LastName
Jeremy Frommer
Creatd, Inc.
May 2, 2023
Page 3
6.Further, in response to comment 2, you state that the Upstream technology will reject
securities buy orders from cryptographic keypairs that, pursuant to their KYC review,
come from U.S. persons. You further state that no securities buy orders are accepted
without a user having successfully undergone the Upstream KYC review process. In your
next filing, please describe in greater detail the KYC policies and procedures of Upstream.
In responding to this comment, please disclose and clarify the extent to which such KYC
policies and procedures involve self-certification or IP address monitoring.
7.We note your response to comment 3. With a view toward disclosure, please clarify
whether holders of the tokenized shares will receive dividend, voting and other rights
associated with ownership of the company’s common stock and, if so, explain how they
are entitled to these rights, whether by contract and/or applicable law. Please also clarify
whether such holders have the right to receive confirmations, proxy statements and other
documents required by law to be provided to the holders of the company’s common stock.
Finally, please clarify whether there are any rights or preferences to which holders of
tokenized shares are not entitled. While we note that the company is not currently
planning to offer digital dividends to shareholders, the response letter stated that “[i]n the
event any digital dividend or coupon/reward is to be issued, all shareholders of record of
the Company would be entitled to the dividend or coupon/reward...” Please include this
disclosure in your next filing.
8.We note your response to comment 4. In your next filing, please include risk factor
disclosure addressing the discrepancies that could result between the trading prices of
common shares on the OTCQB and the tokenized shares on Upstream, whether resulting
from different liquidity in the markets or otherwise.
9.We note your response to comment 5. In your next filing, please disclose what
information is publicly available about the trading activity that occurs on Upstream and, in
particular, what information holders of common shares would have about the trading on
Upstream before making a decision to exchange their common shares for tokenized
shares.
10.We note your response to comment 6, including the revisions made in your Form 8-K/A
regarding the limitations on U.S. investors from buying or selling shares on the Upstream
secondary market. In you next filing, please revise this disclosure with an eye towards
clarity to plainly explain the limitations on U.S. investors from buying or selling shares on
Upstream, including the ability for those U.S. investors that previously deposited shares
on Upstream to have such shares returned to the company's transfer agent to complete a
sale.

 FirstName LastNameJeremy Frommer
 Comapany NameCreatd, Inc.
 May 2, 2023 Page 4
 FirstName LastName
Jeremy Frommer
Creatd, Inc.
May 2, 2023
Page 4
11.We note your response to comment 7. Please revise your disclosure to expand your
discussion to provide your full legal analysis clearly addressing each element of the
Howey Test. Further, please revise your disclosure to discuss the risk that the federal
securities law may apply to the distributions of the digital collectible NFTs, including
addressing the risks related to a potential violation of Section 5 of the Securities Act of the
interpretation or enforcement of the law and regulations regarding NFTs change or if you
erroneously conclude that your NFTs are not securities.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Scott Linsky