Filing Details
- Accession Number:
- 0001477932-25-001866
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-19 20:00:00
- Filed By:
- ABRI VENTURES I, LLC
- Company:
- Collective Audience Inc.
- Filing Date:
- 2025-03-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ABRI VENTURES I, LLC | 180,559,610 | 0 | 180,559,610 | 0 | 180,559,610 | 90.4289% |
| Tirman Jeffrey | 180,559,610 | 0 | 180,559,610 | 0 | 180,559,610 | 90.4289% |
| Abri Advisors, Inc. | 180,559,610 | 0 | 180,559,610 | 0 | 180,559,610 | 90.4289% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
Collective Audience, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
193939105 (CUSIP Number) |
Jeffrey Tirman 1521 Concord Pike, Suite 201 Wilmington, DE, 19803 424-732-1021 Laura Anthony, Esq 1700 Palm Beach Lakes Blvd, Suite 820 West Palm Beach, FL, 33401 561-514-0936 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 193939105 |
| 1 |
Name of reporting person
ABRI VENTURES I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
180,559,610.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
90.4289 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Shares of Common Stock are held directly by Abri Ventures I, LLC, a Delaware limited liability company ("Abri Ventures"). Abri Advisors, Inc., a Delaware corporation ("Abri Advisors"), is the managing member of Abri Ventures. Abri Advisors, Inc. is 100% owned by Abri Advisors Ltd., a Bermuda company. Abri Advisors Ltd. is beneficially owned and controlled by Jeffrey Tirman and, in such capacity, exercises the sole voting and investment power over the shares of Common Stock held by Abri Ventures. Based on 199,670,192 shares of Common Stock issued and outstanding as of March 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 193939105 |
| 1 |
Name of reporting person
Tirman Jeffrey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
180,559,610.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
90.4289 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Shares of Common Stock are held directly by Abri Ventures I, LLC, a Delaware limited liability company ("Abri Ventures"). Abri Advisors, Inc., a Delaware corporation ("Abri Advisors"), is the managing member of Abri Ventures. Abri Advisors, Inc. is 100% owned by Abri Advisors Ltd., a Bermuda company. Abri Advisors Ltd. is beneficially owned and controlled by Jeffrey Tirman and, in such capacity, exercises the sole voting and investment power over the shares of Common Stock held by Abri Ventures. Based on 199,670,192 shares of Common Stock issued and outstanding as of March 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 193939105 |
| 1 |
Name of reporting person
Abri Advisors, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
180,559,610.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
90.4289 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Shares of Common Stock are held directly by Abri Ventures I, LLC, a Delaware limited liability company ("Abri Ventures"). Abri Advisors, Inc., a Delaware corporation ("Abri Advisors"), is the managing member of Abri Ventures. Abri Advisors, Inc. is 100% owned by Abri Advisors Ltd., a Bermuda company. Abri Advisors Ltd. is beneficially owned and controlled by Jeffrey Tirman and, in such capacity, exercises the sole voting and investment power over the shares of Common Stock held by Abri Ventures. Based on 199,670,192 shares of Common Stock issued and outstanding as of March 19, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Collective Audience, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1521 CONCORD PIKE,, WILMINGTON,
DELAWARE
, 19803. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") amends and supplements the Schedule 13D filed on August 27, 2021 (the "Schedule 13D"), the Amendment No. 1 to Schedule 13D filed on December 13, 2023 ("Amendment No. 1"), the Amendment No. 2 to Schedule 13D filed on April 10, 2024 ("Amendment No. 2"), the Amendment No. 3 to Schedule 13D filed on April 23, 2024 ("Amendment No. 3"), the Amendment No. 4 to Schedule 13D filed on February 27, 2025 ("Amendment No. 4") and relates to the Reporting Persons' beneficial ownership of shares of the common stock, par value $0.0001 per share (the "Common Stock"), of Collective Audience Inc. (the "Issuer"). Only those items that are hereby reported are amended; all other items reported in the Schedule 13D remain unchanged. Capitalized terms not defined in this Amendment No. 5 have the meanings ascribed to them in the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4. This Amendment No. 5 is being filed to reflect the additional acquisition of shares of Common Stock of the Issuer by the Reporting Persons as noted in Items 3 and 5 below. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 5 is being filed by the following persons: (i) Abri Ventures I, LLC, a Delaware limited liability company ("Abri Ventures"), (ii) Abri Advisors Inc., a Delaware corporation, the manager of Abri Ventures ("Abri Advisors"), and (iii) Jeffrey Tirman, the chief executive officer of Abri Advisors. Each of the foregoing persons are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | The address of the principal place of business for each of the Reporting Persons is: 1521 Concord Pike, Suite 201, Wilmington DE 19803. | |
| (c) | Abri Ventures' principal business was to act as the Issuer's sponsor. Abri Advisors is a private holding company controlled by Jeffrey Tirman for the purpose of investing in various liquid and illiquid investments. Mr. Tirman serves as the chief executive officer of Abri Advisors which serves as the manager of Abri Ventures. Mr. Tirman previously served as the Chief Executive Officer and Chairman of the board of directors of the Issuer and resigned those positions on November 2, 2023. | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | Entities: Abri Ventures - Delaware, U.S.A., Abri Advisors - Delaware, U.S.A. Individuals: Jeffrey Tirman - Switzerland | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
As disclosed in the statement of changes in beneficial ownership on Form 4, filed as of March 20, 2025, the Reporting Persons received: (i) 3,332,875 shares of Common Stock in a private stock purchase with a stockholder of the Issuer pursuant to a Securities Purchase Agreement, dated as of March 18, 2025; (ii) 211,955 shares of Common Stock in a private stock purchase with a stockholder of the Issuer pursuant to a Securities Purchase Agreement, dated as of March 18, 2025; (iii) 1,211,429 shares of Common Stock in a private stock purchase with a stockholder of the Issuer pursuant to a Securities Purchase Agreement, dated as of March 18, 2025; and (iv) 39,250,000 shares of Common Stock pursuant to that certain Debt for Equity Exchange Agreement, dated as of March 19, 2025, by and between the Issuer and Abri Ventures, in exchange for the full payment and satisfaction of $1 million face amount of previously extended loans by the Abri Ventures to the Issuer as set forth in those certain loan agreements, dated as of February 11, 2022 and September 25, 2023, by and between the Issuer and Abri Ventures. | ||
| Item 4. | Purpose of Transaction | |
As the holder of a majority of interest in the Issuer, the Reporting Persons are able to control the Issuer's business and may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Subject to the provisions of the Bylaws and the Issuer's insider trading policies, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board of Directors and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or takeprivate transaction that may result in the delisting or deregistration of the common stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board of Directors.
The Reporting Persons from time to time intend to review their investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's shares of common stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the shares of common stock or otherwise, they may acquire shares of common stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the shares of common stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 180,559,610 shares of Common Stock; 90.4289% | |
| (b) | 180,559,610 shares of Common Stock | |
| (c) | As disclosed in the statement of changes in beneficial ownership on Form 4, filed as of March 20, 2025, the Reporting Persons received: (i) 3,332,875 shares of Common Stock in a private stock purchase with a stockholder of the Issuer pursuant to a Securities Purchase Agreement, dated as of March 18, 2025; (ii) 211,955 shares of Common Stock in a private stock purchase with a stockholder of the Issuer pursuant to a Securities Purchase Agreement, dated as of March 18, 2025; (iii) 1,211,429 shares of Common Stock in a private stock purchase with a stockholder of the Issuer pursuant to a Securities Purchase Agreement, dated as of March 18, 2025; and (iv) 39,250,000 shares of Common Stock pursuant to that certain Debt for Equity Exchange Agreement, dated as of March 19, 2025, by and between the Issuer and Abri Ventures, in exchange for the full payment and satisfaction of $1 million face amount of previously extended loans by the Abri Ventures to the Issuer as set forth in those certain loan agreements, dated as of February 11, 2022 and September 25, 2023, by and between the Issuer and Abri Ventures. | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
N/A | ||
| Item 7. | Material to be Filed as Exhibits. | |
N/A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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