Correspondence 0001213900-24-018568 from Collective Audience, Inc. (CAUD) (CIK 0001854583)
Collective Audience, Inc. (CAUD) (CIK 0001854583)
Date: Feb. 29, 2024 · CIK: 0001854583 · Accession: 0001213900-24-018568
AI Filing Summary & Sentiment
File numbers found in text: 333-276512
Referenced dates: February 28, 2024
Letter
PROCOPIO
12544 High Bluff Drive
Suite 400
San Diego, CA 92130
T. 858.720.6300
F. 619.235.0398
DEL MAR HEIGHTS
LAS VEGAS
ORANGE COUNTY
PHOENIX
SAN DIEGO
SILICON VALLEY
WASHINGTON DC
February 29, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Nicholas Nalbantian
Dietrich King
Re: Collective Audience, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed on February 20, 2024
File No. 333-276512
Gentlemen:
On behalf of our client, Collective Audience, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 28, 2024, relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed via EDGAR on February 20, 2024 (“Registration Statement”). We are concurrently filing via EDGAR this letter and the Company’s Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and comments of the Staff below (which are references to Registration Statement), or as otherwise specifically indicated, all page references herein correspond to the pages of Amendment No. 2.
Securities and Exchange Commission
February 29, 2024
Page 2 of 3
Amendment No. 1 to Registration Statement on Form S-1 filed February 20, 2024
Cover Page
1. We note your response to prior comment 2 and reissue in part. Please include disclosure on the cover page addressing the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand, similar to the disclosure you included on page 49.
In response to the Staff’s comment, the Company has revised its disclosures on the Cover Page to disclose the Company’s current liquidity and the Company’s ability to fund its operations, consistent with our disclosure on page 49 of the Registration Statement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 49
2. We note your response to prior comment 8 and reissue in part. We acknowledge the new disclosure added to this section; however, please also disclose that it appears that you will miss your 2023 revenue projection of $72 million, so potential investors can better understand the circumstances surrounding your financial position.
In response to the Staff’s comment, the Company has added the requested disclosures in the Registration Statement.
***
Securities and Exchange Commission
February 29, 2024
Page 3 of 3
Please direct any questions regarding the Company’s responses or Amendment No. 2 to the Registration Statement to me at (858) 720-6320 or christopher.tinen@procopio.com.
Sincerely,
PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
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PROCOPIO
12544 High Bluff Drive
Suite 400
San Diego, CA 92130
T. 858.720.6300
F. 619.235.0398
DEL MAR HEIGHTS
LAS VEGAS
ORANGE COUNTY
PHOENIX
SAN DIEGO
SILICON VALLEY
WASHINGTON DC
February 29, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention:
Nicholas Nalbantian
Dietrich King
Re:
Collective Audience, Inc.
Amendment No. 1 to Draft Registration Statement on Form
S-1
Filed on February 20, 2024
File No. 333-276512
Gentlemen:
On behalf of our client, Collective
Audience, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 28, 2024, relating
to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed via EDGAR on February 20, 2024 (“Registration
Statement”). We are concurrently filing via EDGAR this letter and the Company’s Amendment No. 2 to Registration Statement
on Form S-1 (“Amendment No. 2”).
In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page
references appearing in the headings and comments of the Staff below (which are references to Registration Statement), or as otherwise
specifically indicated, all page references herein correspond to the pages of Amendment No. 2.
Securities and Exchange Commission
February 29, 2024
Page 2 of 3
Amendment No. 1 to Registration
Statement on Form S-1 filed February 20, 2024
Cover Page
1.
We note your response to prior comment 2 and reissue in part. Please include disclosure on the cover page addressing the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand, similar to the disclosure you included on page 49.
In response to the Staff’s
comment, the Company has revised its disclosures on the Cover Page to disclose the Company’s current liquidity and the Company’s
ability to fund its operations, consistent with our disclosure on page 49 of the Registration Statement.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, page 49
2.
We note your response to prior comment 8 and reissue in part. We acknowledge the new disclosure added to this section; however, please also disclose that it appears that you will miss your 2023 revenue projection of $72 million, so potential investors can better understand the circumstances surrounding your financial position.
In response to the Staff’s
comment, the Company has added the requested disclosures in the Registration Statement.
***
Securities and Exchange Commission
February 29, 2024
Page 3 of 3
Please direct any questions
regarding the Company’s responses or Amendment No. 2 to the Registration Statement to me at (858) 720-6320 or christopher.tinen@procopio.com.
Sincerely,
PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
/s/Christopher Tinen, Esq.
Christopher Tinen, Esq.
cc:
Peter Bordes, Collective Audience, Inc.