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United States securities and exchange commission logo
May 14, 2024
Richard Seet
Chief Executive Officer
Tesseract Collective, Inc.
45 Rockefeller Plaza, 20 th Floor
New York, NY 10111
Re:Tesseract Collective, Inc.
Amendment No. 4 to Draft Offering Statement on Form 1-A
Submitted April 9, 2024
CIK: 0001934924
Dear Richard Seet:
            We have reviewed your amended draft offering statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. If
you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response. After reviewing any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to this letter, we may have additional comments. Unless we note otherwise, any
references to prior comments are to comments in our December 23, 2022 letter.
Amendment No. 4 to Draft Offering Statement on Form 1-A
Risk Factors, page 14
1.We note your disclosure on page 1 that you have no intention of operating in the NFT,
crypto asset, or cryptocurrency markets, or transacting in cryptocurrency.  We note other
disclosures throughout the document indicating that you may still hold digital assets, or be
operating in the digital asset space.  Please revise your next amendment for consistency.
2.We note that your Amended and Restated Certificate of Incorporation contains
a forum selection provision. Please provide risk factor disclosure related to
your forum selection provision and discuss the effects that your exclusive forum provision
may have on potential investors including, but not limited to, increased costs to bringing a
claim and that these provisions can discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable. In addition, please disclose whether this

 FirstName LastNameRichard Seet
 Comapany NameTesseract Collective, Inc.
 May 14, 2024 Page 2
 FirstName LastName
Richard Seet
Tesseract Collective, Inc.
May 14, 2024
Page 2
provision applies to actions arising under the Securities Act or Exchange Act. If so, please
also state that there is uncertainty as to whether a court would enforce such provision. If
the provision applies to Securities Act claims, please also state that investors cannot waive
compliance with the federal securities laws. In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision in
the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 43
3.We note your disclosure on page 74 that George Kremer is the Managing Director of
Homebase Ltd., which beneficially owns 7.3% of the outstanding shares of common stock
of the company. We also note that the Series A Preferred Stock sale was a condition for
entering into the Kremer License Agreement. Where you reference the Preferred Stock
Investor, please clearly disclose the connection between the Kremer License Agreement
and the Series A Preferred Stock sale.
            Please contact Bonnie Baynes at 202-551-4924 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Irene Paik at 202-551-6553 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Janeane Ferrari