Correspondence 0001213900-24-020381 from Collective Audience, Inc. (CAUD) (CIK 0001854583)
Collective Audience, Inc. (CAUD) (CIK 0001854583)
Date: March 6, 2024 · CIK: 0001854583 · Accession: 0001213900-24-020381
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File numbers found in text: 333-276512
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CORRESP
1
filename1.htm
March 6, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4546
Washington, D.C. 20549
Attn:
Nicholas Nalbantian
Dietrich King
Re:
Collective Audience, Inc.
Registration Statement on Form S-1
File No. 333-276512
Acceleration Request
Requested Date: Friday, March 8, 2024
Requested Time: 4:00 P.M. Eastern Time
Gentlemen:
In accordance with Rule 461 under the Securities Act
of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form S-1 (the “Registration Statement”) to become effective on March 8, 2024, at 4:00 p.m., Eastern Time,
or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the
“Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to
such time from our legal counsel, Procopio, Cory, Hargreaves & Savitch LLP, confirming this request. The Registrant hereby authorizes
Christopher Tinen of Procopio, Cory, Hargreaves & Savitch LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared
effective, please orally confirm that event with Christopher Tinen of Procopio, Cory, Hargreaves & Savitch LLP, counsel to the Registrant,
at (858) 720-6320.
In connection with this request, the Registrant acknowledges
that:
•
should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
•
the Registrant may not assert Staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.
Very truly yours,
Collective Audience,
Inc.
By:
/s/ Peter Bordes
Peter Bordes
Chief Executive Officer