United States securities and exchange commission logo





                              October 19, 2020

       Michael Lawless
       Chief Executive Officer
       Clip Interactive, LLC
       5755 Central Ave, Suite C
       Boulder, CO 80301

                                                        Re: Clip Interactive,
LLC
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed October 8,
2020
                                                            File No. 333-235891

       Dear Mr. Lawless:

             We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 4 to Registration Statement on Form S-1

       Cover Page

   1.                                                   Disclose whether you
have received approval for listing of the company   s common shares
                                                        on The Nasdaq Capital
Market. Also disclose whether the company has applied for and
                                                        been approved for
listing of the warrants on Nasdaq. If you will not receive approval for
                                                        listing of the company
 s securities being offered prior to effectiveness, please prominently
                                                        disclose this fact and
disclose where you expect the securities to trade. Provide risk factor
                                                        disclosure about the
impact on the trading market for your securities, including whether
                                                        the securities would be
considered penny stocks.
 Michael Lawless
FirstName  LastNameMichael    Lawless
Clip Interactive, LLC
Comapany
October  19,NameClip
             2020     Interactive, LLC
October
Page  2 19, 2020 Page 2
FirstName LastName
The IPO, page 4

2.       Please disclose that the Series A Warrants are redeemable by the
company, briefly
         disclosing the redemption terms. Provide risk factor disclosure that
the company may
         redeem the Series A Warrants at a time that is disadvantageous to
investors who hold the
         warrants.
Resale Prospectus Cover Page, page Resale-i

3.       You disclose the following on the resale prospectus cover page:    No
sales of the shares
         covered by this prospectus shall occur until the shares of common
stock sold in our initial
         public offering begin trading on The Nasdaq Capital Market. The
distribution of
         securities offered hereby may be effected in one or more transactions
that may take place
         on The Nasdaq Capital Market, including ordinary brokers
transactions, privately
         negotiated transactions or through sales to one or more dealers for
resale of such securities
         as principals, at market prices prevailing at the time of sale, at
prices related to such
         prevailing market prices or at negotiated prices.    This appears
inconsistent with your
         disclosure in the Plan of Distribution that    [t]he selling
shareholders may sell some or all
         of their shares at a price of $5.00 per share, and thereafter at
prevailing market prices or
         privately negotiated prices.    Please clarify when the selling
shareholders may sell their
         shares and at what price.
Exhibits

4.       Please file your remaining exhibits, including the following:
             Exhibit 1.1 - Underwriting agreement for the revised offering
             Exhibit 5.1 - Legality opinion on the securities being offered in
the company   s
             offering and the resale offering
             Exhibit 10.9 - Form of Bridge Note
             Exhibit 10.11 - Agreement of Debt Conversion with Jeffrey Thramann

        You may contact Laura Veator, Staff Accountant, at 202-551-3716 or
Stephen Krikorian,
Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Kathleen Krebs,
Special Counsel, at202-
551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Stanley Moskowitz