Collective Audience (CAUD) Announces Share and Warrant Offering

Collective Audience (NASDAQ: CAUD) has filed the following:

This prospectus relates to an aggregate of 5,336,120 shares of Common Stock, par value of $0.0001, of Collective Audience, Inc. (referred to herein as the “Company” or “Collective Audience”), being registered for resale by the Selling Securityholders named in this prospectus (the “Selling Securityholders”) which include, among other things, (i) up to 1,995,365 shares of our Common Stock, par value $0.0001 per share (“Common Stock”) issued to various selling shareholders as described herein, (ii) 1,697,678 shares of our common stock issuable upon the exercise of issued warrants to purchase the Company’s common stock (the “Warrants”) (iii) 1,613,078 shares of our common stock originally issued in private placements to our sponsor, Abri Ventures, I, LLC, a Delaware limited liability company (“Sponsor”), and certain directors and former directors of the Company (collectively, the “Initial Shares”); and (iv) 30,000 shares of common stock previously issued to our Underwriter, Chardan capital Markets, LLC, (the “Underwriter”) (collectively, the “Offering”).

The securities being registered for resale was issued to, and purchased by the Selling Securityholders for the following consideration:

● The 30,000 shares of common stock issued to the Underwriter were issued pursuant to Consulting Agreement (“Abri Consulting Agreement”) whereby Chardan provided certain merger and acquisition and capital markets advisory services to the Company with respect to their efforts to engage in an initial business combination transaction. The 30,000 shares of Common Stock were issued upon the closing of the Business Combination with DLQ in connection with this agreement at $10.00 per share;

● 1,318,480 shares of common stock were issued to our Sponsor on April 12, 2021 when the Sponsor paid $25,000, or $0.017 per share, to cover certain offering costs;

● 465,118 shares of common stock were issued to Brown Stone Capital Ltd. and Timothy Wong pursuant to Securities Purchase Agreements dated December 19, 2023 at a share purchase price of $1.29 per share;

● The warrant to purchase 697,678 shares of common stock was issued to Brown Stone Capital Ltd. and Timothy Wong pursuant to Securities Purchase Agreements dated December 19, 2023 (“December Warrants”) with a per share purchase price of $1.29 per share and an exercise price of $2.19 per share

● 414,900 shares of common stock were transferred to certain of the selling securityholders listed on page 80 by Logiq, Inc. who were investors in Logiq, Inc. at the time of the consummation of the Merger (as defined herein) and which shares have a purchase price of approximately $1.59 per share;

● 18,348 shares of common stock originally part of Private Units purchased by our Sponsor at $10.00 per Private Unit on August 23, 2021;

● 276,250 shares of common stock originally part of Private Units purchased by our Sponsor in a private placement corresponding with our IPO on August 12, 2021 at $10.00 per Private Unit;

●

The warrant to purchase 1,000,000 shares of common stock was issued to Brown Stone Capital, Ltd pursuant to a Securities Purchase Agreement dated February 15, 2024 (the “February Warrants”) for an aggregate purchase price of $10,000 and an exercise price of $5.00 per share;

● 1,115,346 shares of Company common stock (“Dividend Shares”) were issued to shareholders of record as of October 24, 2023 (the “Dividend Record Date”) of Logiq, Inc as a dividend distribution (the “Logiq Distribution”), on a pro rata basis, and based on a dividend rate of 0.027 shares of Company common stock per 1 share of common stock of Logiq, Inc. The exact purchase price that each selling securityholder paid for such shares of Company common stock is indeterminate, as the cost basis of the shares of Logiq, Inc. shares vary per shareholder. The closing price of the Logiq’s common stock on the Dividend Record Date was $0.1790 per share.

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