UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 1, 2023
Date of Report (Date of earliest event reported)
COLLECTIVE AUDIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-40723 | | 86-2861807 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
85 Broad Street 16-079
New York, NY 10004
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code:
(808) 829-1057
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Common Stock, par value $0.0001 per share | | CAUD | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each exercisable for one share of Common Stock for $11.50 per share | | CAUDW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
On December 6, 2023, Collective Audience, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) disclosing that on December 1, 2023, the Company had dismissed BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm. This Current Report on Form 8-K/A is filed solely to add, as Exhibit 16.1, the letter received on December 14, 2023 from BDO, whereby BDO agrees to the statements regarding its firm in the Initial Form 8-K.
Item 4.01 Changes in Registrant’s Certifying Accountant.
The Company provided BDO with the disclosure under Item 4.01 filed on December 6, 2023 and requested BDO to furnish the Company with a letter addressed to the United States Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by the Company in such Item 4.01 and, if not, stating the respects in which it does not agree. A copy of BDO’s letter dated December 6, 2023, is filed herewith as Exhibit 16.1
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | | Exhibit Title or Description |
| 16.1 | | Letter from BDO to the SEC. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 18, 2023 | COLLECTIVE AUDIENCE, INC. |
| | |
| | By: | /s/ Peter Bordes |
| | Name: | Peter Bordes |
| | Title: | Chief Executive Officer |
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