United States securities and exchange commission logo





                                January 31, 2024

       Peter Bordes
       Chief Executive Officer
       Collective Audience, Inc.
       85 Broad Street 16-079
       New York, NY 10004

                                                        Re: Collective
Audience, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed January 16,
2024
                                                            File No. 333-276512

       Dear Peter Bordes:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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 registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1, Filed January 16, 2024

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   2.                                                   Disclose the exercise
price of the warrants compared to the market price of the underlying
                                                        securities. If the
warrants are out the money, please disclose the likelihood that warrant
                                                        holders will not
exercise their warrants. Provide similar disclosure in the prospectus
                                                        summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
                                                        associated with the
exercises of the warrants are dependent on the stock price. As
                                                        applicable, describe
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.
 Peter Bordes
FirstName  LastNamePeter
Collective Audience, Inc. Bordes
Comapany
January 31,NameCollective
            2024           Audience, Inc.
January
Page  2 31, 2024 Page 2
FirstName LastName
3.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. Please highlight the
significant negative
         impact sales of shares on this registration statement could have on
the public trading price
         of the common stock.
4.       We note your disclosure that you have received two notices from Nasdaq
regarding non-
         compliance with certain Nasdaq Listing Rules. Please include a brief
discussion of this
         issue and a cross-reference to the applicable risk factor on page 23,
which discusses your
         current Nasdaq listing status. In addition, please revise the
prospectus summary to include
         a discussion of this issue.
Prospectus Summary, page 1

5.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that the Selling Securityholders, beneficial owners
of approximately
         18% of your outstanding shares, will be able to sell all their shares
for so long as the
         registration statement of which this prospectus forms a part is
available for use.
Risk Factors
Risks Related to the Company's Securities
A significant portion of our total outstanding shares are restricted from
immediate resale but may
be sold into the market in the near..., page 29

7.       We acknowledge the inclusion of this risk factor highlighting the
negative pressure
         potential sales of shares pursuant to this registration statement
could have on the public
         trading price of the common stock. To further illustrate this risk,
please disclose the
         purchase price of the securities being registered for resale. Also
disclose that even though
         the current trading price is significantly below the SPAC IPO price,
the private investors
         have an incentive to sell at a lower price that the shares purchased
by the public investors.
 Peter Bordes
FirstName  LastNamePeter
Collective Audience, Inc. Bordes
Comapany
January 31,NameCollective
            2024           Audience, Inc.
January
Page  3 31, 2024 Page 3
FirstName LastName
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 45

8.       We note that the projected revenues for 2023 were $72 million, as set
forth in the
         unaudited prospective financial information management prepared and
provided to the
         Board, the company   s financial advisors and the SPAC in connection
with the evaluation
         of the Business Combination. We also note that your actual revenues
for the Nine Months
         Ended September 30, 2023, was approximately $11.6 million. It appears
that you will
         miss your 2023 revenue projection. Please update your disclosure in
Liquidity and Capital
         Resources, and elsewhere, to provide updated information about the
company   s financial
         position and further risks to the business operations and liquidity in
light of these
         circumstances.
General

9.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the private placement investors, PIPE investors
and other selling
         securityholders acquired their shares and warrants, and the price that
the public
         securityholders acquired their shares and warrants. Disclose that
while the selling
         securityholders may experience a more advantageous rate of return
based on the current
         trading price, the public securityholders may not experience a similar
rate of return on the
         securities they purchased due to differences in the purchase prices
and the current trading
         price. Lastly, please include appropriate risk factor disclosure.
10.      Please update your compensation disclosure, as well as all related
disclosures, for the
         fiscal year ended December 31, 2023.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-8071
with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services