United States securities and exchange commission logo





                              March 6, 2023

       Jeremy Frommer
       Chief Executive Officer
       Creatd, Inc.
       419 Lafayette Street, 6th Floor
       New York, NY 10003

                                                        Re: Creatd, Inc.
                                                            Form 8-K
                                                            Filed February 17,
2023
                                                            File No. 001-39500

       Dear Jeremy Frommer:

              We have reviewed your filing 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.

       Form 8-K filed February 17, 2023

       General

   1.                                                   You issued a press
release on February 14, 2023 stating that the company has commenced
                                                        trading on Upstream and
its securities now trade on both the OTC and Upstream under the
                                                        ticket symbol CRTD.
Please revise your current report on Form 8-K to disclose the risks
                                                        and uncertainties with
listing on Upstream, including any restrictions on investors. In this
                                                        regard, please explain
what you mean when you state that MERJ operates Upstream as "a
                                                        fully regulated and
licensed integrated securities exchange, clearing system and depository
                                                        for digital and
non-digital securities." We note that MERJ is regulated in the Seychelles
                                                        by the Financial
Services Authority Seychelles, https://fsaseychelles.sc/. In doing so,
                                                        please clarify whether
MERJ is registered or regulated in any manner in the United States.
   2.                                                   It appears that the
Upstream website allows trading of tokenized equity of certain
                                                        companies and that you
are listed on Upstream. With a view toward disclosure, please
                                                        provide a materially
complete description of the tokenized shares and the process by
 Jeremy Frommer
FirstName
Creatd, Inc.LastNameJeremy Frommer
Comapany
March       NameCreatd, Inc.
       6, 2023
March2 6, 2023 Page 2
Page
FirstName LastName
         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. In responding to this
comment:

             include the company   s legal analysis as to the characterization
of the tokenized
         equity, and whether it is the same class as the common shares, a
different class of
         common stock, or a security-based swap.
             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 regard to transferability and the role of the transfer
agent, whether
         on Upstream or otherwise.
             explain the role of MERJ Depository and Registry Limited and how
it interacts with
         the company   s U.S. transfer agent, and also address how any
"tokenized equity" is
         held on Upstream through MERJ Depository and Registry Limited (e.g.,
whether through
         a shareholder's wallet or an omnibus wallet).
3.       The press release indicates that shareholders are eligible to claim
digital NFTs. Explain
         whether you are planning to offer any digital dividends to
shareholders and disclose the
         process for distribution of digital dividends, including whether the
digital dividends will
         be limited to those who hold the tokenized shares. Also explain how
you will inform and
         communicate to shareholders in regard to any digital dividends or
gifts, with respect to the
         tokenized shares.
4.       Please revise your disclosure to clarify whether there could be
discrepancies between the
         trading prices of common shares on the OTC and the tokenized shares on
Upstream,
         whether resulting from different liquidity in the markets or
otherwise.
5.       Please revise your disclosure to clarify 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.
6.       In your February 14, 2023 press release, you state that    Global
investors can now trade by
         downloading Upstream from their preferred app store at
https://upstream.exchange/,
         creating an account by tapping sign up...    This appears to suggest
that U.S. investors can
         so trade. However, in your current report on Form 8-K, you also
disclose that    U.S.- or
         Canada-based investors are prohibited from buying shares on the
Upstream secondary
         market. However, U.S.- and Canada-based investors may sell securities
they have
         previously purchased or acquired from an issuer, stockbroker or stock
exchange that has
         duel-listed on Upstream." With a view toward disclosure, please
clarify and reconcile the
         statement in the press release, which seems to suggest U.S. investors
can buy on the
         platform, with the disclosure in the 8-K, which indicates U/S.
investors cannot sell on the
         platform.
7.       We note in your release from February 14, 2023, that Creatd's digital
collectible NFT
         commemorating the dual listing "is now available for all Upstream
participants to claim
 Jeremy Frommer
Creatd, Inc.
March 6, 2023
Page 3
      with the code CRTD." Please revise your Form 8-K to discuss the
commemorative NFTs
      in greater detail, including (i) who or what entity is issuing the NFTs,
(ii) what these NFTs
      consist of and what they represent, and (iii) if and where the NFTs can
be traded.

      Additionally, please advise us how you have determined whether a
commemorative NFT,
      a digital asset, is not a security and disclose the risk that the federal
securities laws may
      apply to the distribution of the digital collectible NFTs, including by
(i) providing us with
      your legal analysis that these NFTs are not securities within the meaning
of the U.S.
      federal securities laws and, therefore, you are not facilitating, or
causing you to engage in,
      transactions in unregistered securities and (ii) addressing the risks
related to a potential
      violation of Section 5 of the Securities Act if the interpretation or
enforcement of the law
      and regulations regarding NFTs change or if you erroneously conclude that
your NFTs are
      not securities.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at
202-551-8071
with any other questions.



                                                             Sincerely,
FirstName LastNameJeremy Frommer
                                                             Division of
Corporation Finance
Comapany NameCreatd, Inc.
                                                             Office of Trade &
Services
March 6, 2023 Page 3
cc:       Scott Linsky
FirstName LastName