Collective Audience, Inc.: M&A transaction — Collective Audience acquires BeOp for ~3M shares; pro forma revenue >$7.5M

Collective Audience, Inc.

Issued 3,006,667 restricted shares for 100% of BeOp; 666,667 shares held back for 12 months pending indemnification.
Earnout of €50,000 in CAUD stock if BeOp meets 2024/2025 revenue and EBITDA targets.
BeOp 2023 revenue $3.7M (+35% YoY); combined pro forma revenue expected >$7.5M in 2024 with positive EBITDA.
Lock-up: 6 months for external investors; 6 months (50%) and 12 months (50%) for management/employees.
BeOp serves 200+ premium publishers and brands like Samsung, Coca Cola, Paramount, Tommy Hilfiger.

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Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Collective Audience, Inc. completed an acquisition involving The Odyssey SAS (dba BeOp) for 3,006,667 shares of restricted Company common stock to the Sellers (closed 2024-08-01).

Action: acquisition
Counterparty: The Odyssey SAS (dba BeOp)
Consideration: 3,006,667 shares of restricted Company common stock to the Sellers
Closing: 2024-08-01

Exact text from the filing

the Company (the “Acquisition”). The Acquisition closed concurrently on August 1, 2024 (the “Closing Date”). In consideration for the Acquisition, the Company issued a total of 3,006,667 shares of restricted Company common stock to the Sellers (the “Exchange Consideration”), provided, however, the Company held-back 666,667 shares of the Exchange Consideration to

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Source: SEC EDGAR

accession 0001213900-24-065931

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