Sec Form 4/A Filing - Tirman Jeffrey @ Collective Audience, Inc. - 2021-08-12

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tirman Jeffrey 2. Issuer Name and Ticker or Trading Symbol Collective Audience, Inc. [ CAUD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3411 SILVERSIDE ROAD,, TATNALL BLDG. #104 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2021 (Street) WILMINGTON, DE19810 4. If Amendment, Date Original Filed (MM/DD/YY) 09/09/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/12/2021 P 276,250 A $ 10 ( 1 ) 1,713,750 I See Footnotes ( 2 ) Common Stock 08/23/2021 J( 3 ) 4,020 D $ 0 1,709,730 ( 4 ) I See Footnotes ( 2 ) Common Stock 08/23/2021 P 18,348 A $ 10 ( 1 ) 1,728,078 I See Footnotes ( 2 ) Common Stock 04/11/2023 S 75,000 D $ 10.78 ( 5 ) 1,653,078 I See Footnotes ( 2 ) Common Stock 11/02/2023 S 40,000 D $ 26.96 ( 5 ) 1,613,078 I See Footnotes ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 08/12/2021 P 276,250 11/02/2024 11/02/2028 Common Stock 276,250 ( 1 ) 276,250 I See Footnotes ( 2 ) Warrants $ 11.5 08/23/2021 P 18,348 11/02/2024 11/02/2028 Common Stock 18,348 ( 1 ) 294,598 I See Footnotes ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tirman Jeffrey 3411 SILVERSIDE ROAD, TATNALL BLDG. #104 WILMINGTON, DE19810 X Signatures /s/ Jeffrey Tirman 12/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the purchase price for Units (the "Private Placement Units") consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the "Warrant") at a purchase price of $10.00 per Private Placement Unit pursuant to the Private Placement Unites Purchase Agreement dated August 10, 2021 entered into between the Issuer and the Reporting Person. No portion of the purchase price for the Private Placement Units was allocated to the Warrants. ( 2 )Abri Ventures I, LLC ("Abri Ventures") is the record holder of the securities reported herein. Jeffrey Tirman is the authorized person of Abri Ventures and may be deemed to have beneficial ownership of the securities held of record by Abri Ventures. Such person disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. ( 3 )As contemplated in connection with the initial public offering of the Issuer, 4,020 shares of Common Stock of the Issuer were returned by the reporting person to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full. ( 4 )Amended to correct Amount of Securities Beneficially Owned on August 23, 2021 included in column 5. ( 5 )Amounts reflect the imputed price based on the Nasdaq Official Closing Price of the Issuer's Common Stock as reported by Nasdaq on the trading day prior to the date reported as the transaction did not involve a cash payment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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