CAUD Collective Audience Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

February 29, 2024

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. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 29, 2024, Collective Audience, Inc. (the “Company”), a Delaware corporation, entered into two agreements with The Odyssey SAS (dba BeOp) (“BeOp”), a company organized under the laws of France specializing in conversational advertising: (i) the parties entered into a binding Letter of Intent (the “Binding LOI”) whereby the Company is bound to acquire 100% of the ownership of BeOp, subject to certain closing conditions (the “Acquisition”) and (ii) an interim exclusive joint venture and software license agreement (the “Interim License Agreement”) pursuant to which the Company obtained an exclusive license to commercialize the BeOp software in North America during the period between signing the Binding LOI and the expected closing (the “Closing”).

 

Binding Letter of Intent

 

As to the Binding LOI, the parties intend that the Company shall complete the Acquisition to be structured as an equity acquisition by share purchase or merger pursuant to a formal purchase or merger agreement to be entered into between the Company, BeOp and BeOp’s shareholders (the “Definitive Agreement”)

 

The consideration for the Acquisition shall consist of €2,000,000 of Company restricted common stock (the “Closing Shares”) less any outstanding unpaid debt or payables owed by BeOp at closing in excess of the Restructured Debt (as defined below) issued to the BeOp shareholders (the “Transaction Consideration”). The Closing Shares shall be priced on the twenty (20) trading day volume weighted average price (VWAP) immediately prior to the Closing. As further consideration for the Acquisition, in the event that BeOp achieves its currently forecasted gross revenue and EBITDA for 2024 and 2025, BeOp shareholders would be entitled to receive additional shares of common stock of the Company (the “Earn-out Shares”), equal to €200,000 worth of the Company’s common stock based on a twenty (20) day VWAP as of December 31, 2025.

 

At Closing, €400,000 of the Transaction Consideration will be heldback for a period of twelve (12) months following the Closing as security for any indemnification claims made by the Company. All claims for indemnification for breaches of general representations will be subject to a basket equal to €20,000, provided, however, that if indemnification claims exceed the basket, then the indemnification payments will be from dollar one. Breaches of covenants or fundamental representations and warranties are limited to an amount equal to the value of a BeOp shareholders portion of the Closing Shares and, to the extent issued or issuable, any Earn-Out Shares. The foregoing limitations will not apply to claims arising out of fraud.

 

In addition to the below closing conditions, the Acquisition is conditioned upon a restructuring of BeOp’s existing debt to be implemented immediately from the date hereof by way of restructuring proceedings in the Commercial Court of Paris, France, in the amount of €2,000,000 (the “Restructured Debt”), which process is anticipated to take ninety (90) days.

 

As further support for the Acquisition and the proceedings related to the Restructured Debt, the Company will undertake to contribute to an escrow account upon execution of this Binding LOI (at the direction of the Commercial Court of Paris) €350,000 (the “Escrow Proceeds”) which shall be released to BeOp upon completion of a successful Closing to be used by BeOp following the Closing for working capital purposes. In the event that the Closing is not consummated, the Escrow Proceeds will be returned to the Company.

 

The Definitive Agreement will provide for certain closing conditions of the Company to consummate the Acquisition, including but not limited to: (i) approval by the Commercial Court of Paris of BeOp’s debt restructuring plan; (ii) approval of the eventual definitive agreement by the respective board of directors for both the Company and BeOp; (iii) approval by shareholders of BeOp of the Definitive Agreement; (iv) accuracy of the representations and warranties of the Company in all respects; (v) employment agreements and non-competition agreements to be entered into by certain BeOp employees, to be identified in the Definitive Agreement; (vi) absence of material pending or threatened litigation, claims, investigations or other matters affecting the Company or the Acquisition that would prevent the Commercial Court of Paris from approving the restructuring plan; (vii) no material adverse change to the business or assets of BeOp; and (viii) the obtaining prior to Closing of all consents and approvals, governments, private or otherwise, or waivers of such consents and approvals, which may be necessary to permit BeOp to consummate the Acquisition, but excluding a due diligence out.

 

 

The Binding LOI will terminate upon the earlier of (i) the mutual written agreement of the parties hereto, or (ii) the failure of the Closing to occur within ninety (90) days.

 

Joint Venture and Software License Agreement

 

In connection with the Acquisition and as further consideration of the binding nature of the Binding LOI, on February 29, 2024, the Company and BeOp entered into a Joint Venture and Software License Agreement (the “Interim License Agreement”), pursuant to which the Company obtained an exclusive right to commercialize the BeOp software and services in North America for an interim period of up to ninety (90) days from the opening of restructuring proceedings related to the Restructured Debt.

 

As consideration for the Interim License Agreement, the Company will receive 100% of the revenue generated from the Interim License Agreement generated in North America, except for historical BeOp business in the territory, and BeOp will be paid an aggregate of €150,000, payable in three (3) monthly installments of €50,000 commencing on March 1, 2024.

 

As part of the joint venture and commercialization of the license, BeOp agrees to operate and support the North America business with full access to its core team and the Company will work to sell and commercialize BeOp’s product offerings in North America.

 

The term of this Interim License Agreement is for a period of ninety (90) days from the opening of the restructuring proceedings with the Commercial Court of Paris by BeOp, which term may be renewed upon mutual consent of the parties. The Interim License Agreement may be terminated (i) automatically upon the consummation of the Acquisition (at which point the Company will own BeOp), or (ii) upon the termination of the restructuring proceedings.

 

The foregoing descriptions of the Binding LOI and Interim License Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Binding LOI and Interim License Agreement attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure

 

On March 1, 2024, the Company issued a press release announcing the Binding LOI and Interim License Agreement with BeOp. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

 

The information set forth under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Forward Looking Statement

 

This Current Report includes “forward-looking statements” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 including, without limitation, statements related to the parties’ ability to consummate the Acquisition, including the ability of both companies to secure all required regulatory, third-party and court approvals for the proposed Acquisition; availability of cash to meet BeOp’s debt restructuring obligations; the anticipated timing to close the Acquisition; the anticipated financial performance of the Company and BeOp both before and after the proposed Acquisition; and the anticipated benefits of the proposed Acquisition, including synergies to the Company’s business following the proposed Acquisition. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this Current Report. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements are disclosed in the company’s SEC filings. All forward-looking statements are expressly qualified in their entirety by such factors. The companies do not undertake any duty to update any forward-looking statement except as required by law.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit Number		Description of Exhibit
10.1		Form of Binding Letter of Intent, dated as of February 29, 2024, by and between Collective Audience, Inc. and The Odyssey SAS (dba BeOp).
10.2		Form of Joint Venture and Software License Agreement, dated as of February 29, 2024, by and between Collective Audience, Inc. and The Odyssey SAS (dba BeOp).
99.1		Press Release, dated March 1, 2024.
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.

 

	COLLECTIVE AUDIENCE, INC.
Dated: March 1, 2024
	By:	/s/ Peter Bordes
	Name:	Peter Bordes
	Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

 

 

February 29, 2024

 

The Odyssey SAS (dba BeOp)

6 rue du Général Clergerie

Paris, France (75116)

Attn: Louis Prunel

 

Re: Binding Letter of Intent

 

Dear Louis:

 

We are pleased to present this binding Letter of Intent (the “LOI”) that describes the mutual understanding and intent of Collective Audience, Inc. a Delaware corporation (“CAUD”) to acquire The Odyssey SAS (dba BeOp), a company organized under the laws of France (the “Company”) from the shareholders of the Company (the “Company Shareholders”) in a transaction currently contemplated to be structured as an equity acquisition by shares purchase or merger (the “Acquisition”).

 

The Acquisition would be consummated pursuant to a formal purchase or merger agreement to be entered into between CAUD, Company and the Company Shareholders (the “Definitive Agreement).

 

1.

Transaction Structure. At the closing of the Acquisition (the “Closing”) CAUD will purchase or otherwise become the holder of all of the outstanding shares of the Company, free and clear of any liens, charges, restrictions or encumbrances thereon, with the understanding that all outstanding warrants, options and convertible securities of the Company would be converted into capital stock of the Company or cancelled immediately prior to the Closing.

 

2.

Transaction Consideration. The proposed transaction consideration of all the outstanding shares of the Company (the “Transaction Consideration”) will consist of the sum of €2,000,000 (minus the amount of any outstanding unpaid debt or payables owed by the Company at Closing pursuant to Article L. 622-17 of the French Commercial Code in excess of the Restructured Debt), worth of the common stock of CAUD priced on the twenty (20) trading day volume weighted average price immediately prior to the Closing (the “Closing Shares”). It is anticipated that the Closing Shares will become Rule 144 eligible in November, 2024 at which time the Company agrees to direct company counsel to issue a legal opinion covering the Closing Shares which would allow the Company Shareholders to deposit such shares with their brokers for sale at such time.

 

 

3.

Stock Holdback; Indemnification.

 

(a)

At Closing, €400,000 of the Transaction Consideration in CAUD common stock (“Holdback Amount”) will be withheld by CAUD from the stock consideration otherwise payable to the Company Shareholders and held for a period of twelve (12) months following the Closing as security for any indemnification claims made by the CAUD under the Definitive Agreement. The Company Shareholders will individually (sans solidarité entre eux) indemnify the CAUD for breaches of the Company and the Company Shareholders’ representations, warranties and covenants set forth in the Definitive Agreement.

 

(b)

The Company Shareholders’ maximum individual aggregate liability for claims for indemnification arising out of breaches of general representations and warranties will be limited to CAUD common stock equal to its portion of the Holdback Amount, the value of which will be determined based on the twenty (20) trading day volume weighted average price of the time of issuance of such shares. The Company Shareholders’ maximum individual aggregate liability for claims for indemnification arising out of breaches of covenants or fundamental representations and warranties will be an amount equal to the value of its portion of the Closing Shares of CAUD common stock and, to the extent issued or issuable, any Earn-Out Shares (as defined below) of CAUD common stock, in each case based on the twenty (20) trading day weighted average price at the time of issuance of such shares or the time such shares become issuable. All claims for indemnification for breaches of general representations will be subject to a basket equal to $20,000, provided, however, that if indemnification claims exceed the basket, then the indemnification payments will be from dollar one. For the sake of clarity, the foregoing limitations will not apply to claims arising out of fraud (as defined by French law).

 

4.

Earnout. In the event that the Company achieves its currently forecasted gross revenue and EBITDA for 2024 and 2025, the Company Shareholders would be entitled to receive additional shares of common stock of CAUD, the number of which will be equal to €200,000 worth of the Company’s common stock based on a twenty (20) trading day weighted average price as of December 31, 2025 (the “Earn-Out Shares”). For the avoidance of doubt, sales realized by the Company’s sales representative under the Interim License Agreement will count towards the Earnout. In addition, license fees paid by CAUD towards the Interim License Agreement will correspondingly offset against the Earn-Out Shares.

 

5.

Working Capital Escrow. In order to meet the Company’s working capital requirements as incurred in the ordinary course of business following the Closing, CAUD undertake to contribute to an escrow account upon execution of this LOI (at the direction of the Commercial Court of Paris) €350,000 (the “Escrow Proceeds”) which shall be released to the Company upon completion of a successful closing to be used by the Company following the Closing for working capital purposes. In the event that the Closing is not consummated, the Escrow Proceeds will be returned to CAUD.

 

 

6.

Debt restructuring. The Acquisition is conditioned upon a complete restructuring of the Company’s existing debt, to be implemented as soon as possible by way of appropriate insolvency proceedings in the courts of France. Such a restructuring plan will be subject to the approval by CAUD before being submitted to the approval of the Company’s creditors. The amount in principal (regardless of the interests) to be restructured shall not, without the prior approval of CAUD, exceed €2,000,000 in total (the “Restructured Debt”).

 

7.

Employment and Non-Competition Agreements.

 

(a)

Employment Agreements. In connection with the Closing, key executives of the Company will, as the case may be, each enter into an Employment Agreement with Company, pursuant to which they will serve in their respective operating roles (the “Employment Agreements”). Prior to the Closing, the salaries will be kept at their current levels. The terms and provisions of the Employment Agreements, and the salary, benefits and employee stock options, between Company and key employees of Company will be negotiated by CAUD, Company and the concerned key employees prior to execution of the Definitive Agreement.

 

(b)

Non-Competition Agreement. In connection with the Closing certain parties to be identified will execute and deliver to the CAUD a comprehensive three (3) year Non-Competition agreement in a form to be provided by CAUD prior to the execution of the Definitive Agreement (the “Non-Competition Agreements”).

 

8.

Interim License and Joint Venture Agreement. Company and CAUD agree that, in the interim period between the execution of this LOI and the Closing, Company hereby grants an exclusive license to CAUD and the parties agree to a joint venture to commercialize the Company’s technology in North America. CAUD agrees to contribute (i) €50,000 per month over the next 3 months to the Company (commencing on March 1, 2024) (ii) in exchange for all North America revenue generated by such commercialization being earned by CAUD (except for the sales realized by the Company’s sales representative) (the “Interim License Agreement”). Upon Closing, the Interim License Agreement will terminate as CAUD will have acquired the Company. In the event that the Closing does not occur within (90) days after the opening of the insolvency proceedings, the Company’s Interim License Agreement will terminate automatically.

 

9.

Closing Conditions. The Definitive Agreement will provide for the following closing conditions:

 

(a)

Approval by the Commercial Court of Paris of a Company’s debt restructuring plan satisfactory to the Company and CAUD;

 

(b)

Approval of the Definitive Agreement by the respective boards of directors of the Company and CAUD;

 

(c)

The vote of all stockholders of record in a duly noticed and appropriately authorized shareholders meeting of Company and each of its associated companies approving the Definitive Agreement;

 

(d)

Confirmation that the representations and warranties of the Company are true and accurate in all respects;

 

 

(e)

The execution of the Employment Agreements and the Non-Competition Agreements by the Company’s shareholders and executives, as applicable.

 

(f)

other customary closing conditions:

 

(i)

absence of material pending or threatened litigation, claims, investigations or other matters affecting the Company or the Acquisition that would prevent the Commercial Court of Paris from approving the restructuring plan;

 

(ii)

no material adverse change to the business or assets of the Company; and

 

(iii)

the obtaining prior to Closing of all consents and approvals, governments, private or otherwise, or waivers of such consents and approvals, which may be necessary to permit the Company to consummate the Acquisition.

 

10.

Closing Date. The Closing will take place the first day following the date on which the Company’s debt restructuring plan (satisfactory to the Company and CAUD) will be approved by the Commercial Court of Paris.

 

11.

Conduct of Business Prior to Closing. From and after the date this LOI is executed until the Closing or the earlier termination of the understandings contained herein, the Company will conduct its business only in the ordinary course, without any (i) approval, commitment or payment of extraordinary bonuses or salary increases, (ii) any assumption, creation or incurrence of any debt, encumbrances, capital leases or other obligations of an extraordinary nature, (iv) any assumption, endorsement or guaranty of a third party obligation, (v) any material change in business practices or accounting methods, (vi) issuance of equity securities except for stock options to employees in the ordinary course of business, in each case without the express written consent of CAUD, which will not be unreasonably withheld, and will operate and maintain the assets, properties and business of Company in substantially the same manner as operated and maintained on the date hereof.

 

12.

Negotiating with Others. From and after the date this LOI is executed until the Closing or the earlier termination of the understandings contained herein, neither Company nor any of the Company Shareholders, nor any of their respective representatives will, directly or indirectly, solicit, initiate discussions or engage in negotiations with, or distribute any information regarding Company to, any person (whether such discussions or negotiations are initiated by Company or otherwise) other than CAUD and its representatives, concerning any possible sale of all or part of Company (whether by way of public stock offering, merger, issuance or sale of capital stock or securities, or sale of assets). Company understands that such actions would cause material economic harm to CAUD.

 

 

13.

Information and Access. Company agrees to promptly provide to CAUD and its designees full access to any and all (a) lists and copies of all contracts, leases and other agreements and obligations of Company, together with such other information as may be reasonably required to assist CAUD in making an evaluation of the properties, assets, liabilities, business and prospects of Company, (b) personnel of Company as may be reasonably required to assist CAUD in evaluating this transaction, and (c) properties, books, files and records, including tax returns filed and those in preparation and audit work papers and other records of the accountants of Company and all other financial, technical and operating data in order that CAUD and its designees may have full opportunity to make such investigation and evaluation. CAUD agrees to promptly provide to the Company Shareholders and its designees, full access to any and all such information as may be reasonably required to assist the Company Shareholders in making an evaluation of the properties, assets, liabilities, business and prospects of CAUD.

 

14.

Confidentiality. CAUD shall keep confidential any information furnished to it by Company in the course of negotiations, except that CAUD may disclose such information to lenders or investors of CAUD or as may be available to CAUD from sources generally available to the public. In the event that a Definitive Agreement is not entered into for any reason or if the Closing does not take place thereafter, CAUD shall return to Company all documents, work papers and other materials submitted by Company to CAUD. If CAUD gives any confidential information concerning Company to a bank or source of financing, the same will be transmitted under circumstances that the receiving party is notified of its confidentiality.

 

15.

Notification of Certain Matters. Company and Company Shareholders will give prompt notice to CAUD in writing of (a) any actual or reasonably anticipated material change in the business that does or may have an adverse impact on the business or prospects of the business or (b) the occurrence of any event which might reasonably result in the failure of Company or the Company Shareholders to meet the terms and conditions outlined in this LOI. CAUD will give prompt notice to the Company in writing of the above concerning CAUD, subject to applicable law.

 

16.

Fees and Expenses. Each party will bear its own expenses incurred in connection with the negotiation and preparation of this LOI and the Definitive Agreement and the agreements contemplated thereby, including all fees and expenses of agents, representatives, counsels and accountants.

 

17.

Disclosure; Non-Public Information. Without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, the Company and CAUD will cause its directors, officers, shareholders, employees, agents, other representatives and affiliates not to, disclose to any person the fact that discussions or negotiations are taking place concerning the Acquisition, the status thereof, or the existence of this LOI and the terms thereof, unless in the opinion of such party in consultation without counsel disclosure is required to be made by applicable law, regulation or court order. Company acknowledges the CAUD’s securities are publicly traded and Company acknowledges and agrees that neither it nor any of its directors, officers, shareholders, employees, agents, other representatives and affiliates will trade in the CAUD’s securities based upon any material, non-public information between the date of execution of this LOI and until such information becomes public.

 

 

18.

Termination. The LOI will terminate upon the earlier of (i) the mutual written agreement of the parties hereto, (ii) the failure of the Closing to occur within 90 days of this date of this LOI.

 

19.

Governing Law and Venue; Relief. This LOI will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in Delaware. Each of the parties submits to the jurisdiction of any state or federal court sitting in New York, New York in any action or proceeding arising out of or relating to this LOI, agrees that all claims in respect of the action or proceeding may be heard and determined in any such court, and agrees not to bring any action or proceeding arising out of or relating to this LOI in any other court. Upon any breach of the provisions of this LOI, the parties agree that money damages would not be a sufficient remedy and CAUD will be entitled to equitable relief, including in the form of injunctions and orders for specific performance, in addition to all other remedies available at law or in equity.

 

20.

Definitive Agreement. The transfers of shares or other securities of the Company by the Company Shareholders in the Acquisition are intended to be separate and several sales, provided that the representations, warranties, covenants, agreements and other undertakings of the Company Shareholders set forth in the Definitive Agreement shall be made by the Company Shareholders on a joint and several basis. Counsel to CAUD will prepare the initial draft of the Definitive Agreement and it is anticipated that a final form of Definitive Agreement will be agreed upon by the Parties within 30 days of the date of this LOI.

 

The Definitive Agreement and any other acquisition documents (other than this LOI and the documents related to the issuance of shares of common stock of CAUD) shall be governed by, and construed in accordance with, the laws of France and to the exclusive jurisdiction of the international section of the Paris commercial court (tribunal de commerce de Paris).

 

The Definitive Agreements will contain customary representations, warranties, and covenants by CAUD with respect to capacity, due authority, non-contravention, non-bankruptcy, and compliance with anti-corruption and sanctions regulations.

 

21.

Modification. The LOI may only be amended, supplemented, or otherwise modified by a writing executed by CAUD and the Company.

 

22.

Counterparts. This LOI may be executed in one or more counterparts, each of which will be deemed to be an original copy of this LOI and all of which, when taken together, will be deemed to constitute one and the same agreement.

 

[The Remainder of this Page is Left Intentionally Blank]

 

 

Please indicate your acceptance of the foregoing by signing and returning to the undersigned the enclosed copy of this LOI. This offer will expire at 5:00 p.m. Pacific Time on March 4, 2024, unless earlier accepted. Upon receipt of an executed copy of this LOI, we intend to promptly commence our legal, accounting and other due diligence reviews of the transaction. We look forward to concluding this acquisition, and continuing to build the outstanding company you founded.

 

Very truly yours,

 

COLLECTIVE AUDIENCE, INC.

 

By:

 

Printed Name: Peter Bordes

 

Title: Chief Executive Officer

 

Accepted and agreed

 

THE ODYSSEY SAS (DBA BEOP)

 

By:

 

Printed Name: _________________

 

Title: _________________

 

Date: ________________

 

 

7

Exhibit 10.2

 

JOINT VENTURE & SOFTWARE LICENSE AGREEMENT

 

This Joint Venture and Software License Agreement (this “Agreement”), is hereby made and entered into on February 29, 2024 (the “Effective Date”) by and between The Odyssey SAS (dba BeOp) (“BeOp”), a company organized under the laws of France and Collective Audience, Inc., a Delaware corporation (“Collective Audience”). BeOp and Collective Audience are sometimes individually herein referred to as a “Party” and collectively as the “Parties.”

 

RECITALS

 

A. BeOp is a France-based leader in conversational advertising that has created the Licensed Software, and desires to license and commercialize the Licensed Software exclusively to Collective Audience in the Territory.

 

B. Collective Audience is a US-based leading innovator of audience-based performance advertising and media and desires to exclusively license and commercialize the Licensed Software in the Territory.

 

C. The Parties have concurrently executed a binding letter of intent (the “Binding LOI”) pursuant to which, subject to the execution of a definitive agreement and completion of certain closing conditions, including the restructuring of certain indebtedness of BeOp, Collective Audience plans to acquire BeOp.

 

D. Prior to the closing of the acquisition of BeOp by Collective Audience, the Parties wish to enter into this Agreement, so as to allow Collective Audience to be its exclusive business operator and licensee in North America and to provide certainty as to the respective rights and obligations of the Parties related to the Licensed Software, and document the understanding of the Parties in respect thereof.

 

NOW, THEREFORE, in consideration of the foregoing premises and the representations, covenants, and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:

 

AGREEMENT

 

1. Definitions.

 

(a) “Affiliate” of a Party, shall mean any entity that is controlled by, controls or is under common control with one Party. For the purposes of this definition, “control” means (i) ownership of more than twenty percent (20%) of the shares of stock entitled to vote for directors in the case of a corporation, or of more than twenty percent (20%) of the membership interests or voting interests or profits interests of a business entity other than a corporation, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and/or policies of an individual, corporation, or other legal entity, whether through the ownership of voting securities by contract or otherwise.

 

 

(b) “Confidential Information” means all information which is in the possession of one of the Parties or which is obtained after the date hereof by a Party and which is disclosed to one or more of the other Partiesprior to or following the date hereof, whether in written, oral, electronic or other form, or to which the other Party is permitted access prior to, during the period of or following the expiration or sooner termination of this Agreement, or otherwise becomes known to the other Party by virtue of this Agreement, which is marked “confidential” or is communicated in confidence or that a reasonable person in like circumstances would consider to be confidential. Confidential Information includes, but is not limited to, know-how, trade secrets, business methods and plans, product development plans, pricing, budgets, and costs and customer information.

 

(c) “Customer” means a Third Party end user of the Licensed Software and related Services in the Territory.

 

(d) “Gross Revenue” means total monies received from all Customers in any way connected with the rendering of the Services and Licensed Software in the Territory.

 

(e) “Historical Territory Business” shall mean any existing Customers and business BeOp currently has in the Territory.

 

(f) “Intellectual Property” shall mean property, whether or not embodied in any tangible form, that derives from the work of the mind or intellect, including, without limitation, all patent rights, trademarks (including designs, brand names, product names, symbols or logos, and slogans), trade secrets, know-how, specifications, results, diagrams, formulae, inventions (whether or not patentable), software, in object or source code, methods, processes, proprietary information, protocols, schematics, techniques, works of authorship, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as instruction manuals, documentation, notebooks, prototypes, samples, studies, and summaries thereof).

 

(g) “Intellectual Property Rights” shall mean and include, on a worldwide basis, any and all now known or hereafter known tangible and intangible: (i) rights associated with works of authorship including, without limitation, copyrights, moral rights and mask-works; (ii) rights associated with trademarks, service marks, trade names or similar rights; (iii trade secret rights; (iv) patent rights, patents, designs and other industrial property rights; (v) all other Intellectual Property and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise; (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing); and (vii) any and all causes of action arising from or related to any of the foregoing.

 

(h) “Joint Venture” or “JV” refers to the business activities of the Parties, acting as a unit for the purposes of conducting business in the Territory, pursuant to, and in accordance with the provisions of, this Agreement.

 

(i) “License” has the meaning set forth in Section 7(a).

 

(j) “License Fee” has the meaning set forth in Section 9(b).

 

 

(k) “Licensed Software” means any and all software offered by BeOp as part of its operations.

 

(l) “Services” means any service offerings related to the sale and support of the Licensed Software.

 

(m) “Territory” shall mean North America.

 

(n) “Third Party” shall mean any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity, other than the Parties, their respective Affiliates and/or any respective subcontractors.

 

Other capitalized terms may be defined herein in the context in which they appear, and will have the indicated meaning throughout this Agreement.

 

2. Purpose of the Joint Venture. The purpose of the JV is to market, sell and deliver the Licensed Software and related Services to Customers in the Territory.

 

3. Ownership of the Joint Venture. This Joint Venture is owned by the Parties in the following percentages. Any corporation subsequently formed to continue the business activities of this Joint Venture will maintain the same ownership percentages, unless modified in writing with the unanimous consent of the Parties: (a) Collective Audience: 100%; and (b) BeOp: 0%; provided, however that, as it relates to Historical Territory Business it will be 100% owned by BeOp and expressly excluded from this Agreement.

 

4. Responsibilities of Each Party.

 

(a) BeOp covenants and agrees that:

 

(i) BeOp will continue to build out the Licensed Software.

 

(ii) BeOp will make the Licensed Software available for use for Customers; and will, as soon as practicable after discovery thereof, assist with any bugs or issues which may occur within the Licensed Software.

 

(iii) BeOp will continue to improve upon the Licensed Software on an ongoing basis.

 

(iv) BeOp will provide business development support, including but not limited to providing access to their contacts for the development of potential sales opportunities in the Territory; and making introductions to potential new Customers in the Territory.

 

(v) BeOp will provide logistical and administrative support with respect to the Licensed Software and related Services as is currently operated in the Territory prior to this Agreement.

 

(vi) Notwithstanding the foregoing, BeOp retains sole and complete ownership of any Intellectual Property arising from or related to the creation of the unique instance and configuration of the Licensed Software, and the Intellectual Property Rights therein and related thereto, and grants a license to the Collective Audience to utilize the Licensed Software, subject to and in accordance with the provisions of, the terms and conditions set forth herein.

 

 

(b) Collective Audience covenants and agrees that:

 

(i) Collective Audience will provide business development support, including but not limited to providing access to their contacts for the development of potential sales opportunities; and making introductions to potential Customers.

 

(ii) Collective Audience along with BeOp’s existing sales team in the Territory will additionally work in a sales role, communicating directly with potential Customers to close and execute the sale of Services to such potential Customers (the “Service Sales”). This role includes, but is not limited to: web conferences, calls, meetings and travel as necessary to generate Service Sales, and negotiation of fees for Services to be provided.

 

(iii) Collective Audience will serve as the primary account services liaison with Customer; including but not limited to participating in meetings, travel, and assistance in resolving any customer service issues or project challenges which may arise during the process of providing the Services to Customer.

 

5. Reporting.

 

(a) BeOp’s work will be made available for inspection at any time upon request of Collective Audience.

 

(b) Upon request, any of the Parties shall provide to the other Parties any appropriate reports, which shall specify with particularity, the progress on any other extant projects or Services being performed pursuant to this Agreement.

 

(c) The Parties shall maintain appropriate logs of their activities connected with the execution of the purpose of this JV, and shall provide such logs for inspection at the request of the other Parties as soon as practicable after a request therefor, and in any event, within five (5) days therefrom.

 

(d) In the event either Party (a “Defaulting Party”) fails to perform on its obligations herein contemplated, the other Party may demand that it do so. Such demand is valid only if made in writing, and the Party who has failed to perform shall have thirty (30) days to cure any such failure, at the end of which time the other Party shall have the option to terminate their relationship with the Defaulting Party. If such termination occurs, any fees which may be due to the Defaulting Party by the other Party shall be forfeited, and if the Defaulting Party shall owe any fees to the other Party, they shall be immediately due and payable upon the termination of the relationship with the Defaulting Party, as herein contemplated.

 

6. Expenses. Any and all costs incurred by the Parties as part of their participation in the JV, including but not limited to employee wages, business expenses, travel, phone, internet hosting, software development, meals and lodging, will be the sole responsibility of the Party incurring those costs, unless separately and unanimously agreed in writing by the Parties.

 

 

7. License Agreement.

 

(a) Subject to the terms and conditions hereof, BeOp hereby grants to Collective Audience a limited, exclusive and non-transferable (except as provided herein) right, in the Territory, during the term of this Agreement and any renewals hereof to: (a) commercialize the Licensed Software for the intended purpose of generating Services and Service Sales for the JV; (b) create and manage content within the Licensed Software; (c) market, promote and otherwise discuss the Licensed Software with potential Customers (collectively, the “License”). For the avoidance of doubt, upon execution of this Agreement, BeOp will cease any new business or operations in the Territory, but will be able to continue to service Historical Territory Business only.

 

(b) Collective Audience shall not: (a) license, use, make available or distribute all or any part of the Licensed Software to any Third Party except as outlined below under “Service Sales,” (b) provide the Licensed Software to third parties without charge; (c) provide Licensed Software to an Affiliate of Collective Audience; (d) distribute the Licensed Software pursuant to a public or open source license; or (e) change or in any way modify any proprietary rights notices which appear in the Licensed Software.

 

8. Service Sales.

 

(a) Service Sales may only be executed by Collective Audience with the support of BeOp’s core team.

 

(b) Any agreement to provide Services or Licensed Software to a new Customer shall require the signature of both Parties in order to be a valid and binding obligation on either of the Parties.

 

9. Payment for Services; License Fee.

 

(a) Revenue Share. Gross Revenue generated under this Agreement will be received and earned 100% by Collective Audience, except for Historical Territory Business, which will be retained 100% by BeOp (the “Revenue Share”).

 

(b) License Fee. As consideration for the License, Collective Audience shall pay to BeOp a license fee of an aggregate of €150,000 (the “License Fee”), payable in three (3) monthly installments of €50,000 commencing on March 1, 2024.

 

(c) All Revenue Shares or License Fees paid are exclusive of local, state, federal and international sales, value added, excise and other taxes and duties of any kind. Each Party shall be responsible for payment of taxes and duties of any kind payable with respect to fees received arising out of or in connection with this Agreement.

 

10. Term, Termination. The Term of this Agreement is for a period of ninety (90) days from the opening of the insolvency proceedings with the Commercial Court of Paris by BeOp (the “Initial Term”) which may be renewed upon mutual consent of the Parties. This Agreement may be terminated (i) automatically upon Collective Audience’s completion of the acquisition of BeOp, or (ii) upon the termination of the insolvency proceedings.

 

 

11. Obligations. Neither Party may obligate the other Party to provide any Services, payment, or to take any other action outside of those expressly contemplated pursuant to this Agreement. Any obligations arising from agreements to perform Services and any and all other activities which may be undertaken with respect to the actions of the JV will be documented with separate, appropriate agreements and will only be valid if signed by the Parties connected with the undertaking of those projects.

 

12. Warranties. Each Party represents, warrants and covenants to the others that (i) its obligations under this Agreement do not and will not conflict with or cause a breach of any other contract or obligation of that Party, its Affiliates or its or their employees; (ii) it will not knowingly violate any law or regulation or knowingly commit any intentional tort in the performance of this Agreement; (iii) it has the authority to enter into this Agreement, and that any and all action in respect thereof has been taken; (iv) any materials of any nature contributed by it are wholly original material not published elsewhere, will not infringe any copyright, trademark, patent or any other intellectual property right, and will not constitute an infringement of any other kind, of any Third Party. Each Party further represents and warrants that it is not relying upon any other Party for legal advice and that it is solely responsible for obtaining independent legal advice with respect to such adoption and implementation.

 

13. Indemnification.

 

(a) Liability between the Parties. With respect to the Services to be performed by each Party pursuant to the terms of this Agreement, subject to the provisions of Section 13(b) hereof, no Party shall be liable to any other Party for any acts or omissions by such Party or its agents, consulting associates, employees or sub-contractors in the performance of such Services, except when said acts or omissions are due to such Party’s willful misconduct or gross negligence.

 

(b) Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (an “Indemnified Party”) from and against any and all Losses arising as a result of any breach of its warranties under this Agreement, and any Third Party claims arising from the Services provided by the Indemnifying Party pursuant to this Agreement. The Indemnifying Party shall advance to the Indemnified Party affected any expenses incurred in defending any such proceeding brought hereunder or by a Third Party to the maximum extent permitted by law.

 

(c) An Indemnified Party making a claim for indemnification from an Indemnifying Party, pursuant to Section 13 hereof (each, a “Claim”), shall promptly give written notice thereof to the Indemnifying Party within a reasonable period of time after the assertion of such Claim, and the Indemnifying Party shall defend the Claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the failure to provide written notice of such Claim within a reasonable period of time shall not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure in its defense or settlement of such Claim. The Indemnifying Party shall control the defense of, and any possible settlement of, the Claim. The Indemnifying Party shall not settle any Claim on terms which requires an Indemnified Party to pay, concede, do or not do anything. The provisions of Section 13 are intended to survive the expiration or sooner termination of this Agreement.

 

 

14. Confidential Information.

 

(a) Each Party shall keep all Confidential Information received from the other Party (the “Disclosing Party”) Confidential, using the same degree of care it maintains the confidentiality of its own Confidential Information, but in no event less than reasonable care.

 

(b) The Party receiving the other Party’s Confidential Information (the “Receiving Party”) shall not disclose or otherwise use the other Party’s Confidential Information except in connection with the performance of its obligations or exercise of its rights hereunder. The Receiving Party shall not disclose the other Party’s Confidential Information to any Third Party other than to such of its Affiliates employees who have a legitimate need to know such Confidential Information to implement the terms of this Agreement or enforce or exercise its rights under this Agreement. The Receiving Party shall advise any employee who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto and such individual shall, as a condition precedent to receipt of such Confidential Information, agree to be bound by the provisions thereof, pursuant to an enforceable, written agreement.

 

(c) Each Party shall maintain strict controls and procedures so as to restrict access to such Confidential Information to those individuals of their personnel (including the personnel of their affiliates, agents and subcontractors authorized to perform work under this Agreement) who need to know such Confidential Information and who are under an obligation to secrecy pursuant to enforceable, written agreement in existence prior to disclosure thereof. Such personnel will be kept at a minimum. A Party may ask another Party to disclose its internal confidentiality procedures at any time during the term of this Agreement and/or inspect, review and/or approve of written agreements executed by the personnel and/or representatives.

 

(d) Each Party will immediately notify the other Party of any breach of Confidentiality.

 

(e) Upon termination of this Agreement, or at any time upon a request therefor by the Disclosing Party, the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the Receiving Party’s possession or control, including summaries and/or extracts thereof.

 

(f) This confidentiality, non-disclosure and non-use provision will not apply to the Receiving Party can demonstrate by competent written evidence in existence prior to the date of disclosure by Disclosing Party:

 

(i) was known by Receiving Party before the engagement by Disclosing Party or which is independently discovered, after the Parties began a relationship, without the aid, application or use of Disclosing Party’s Confidential Information, as evidenced by reasonable written records in existence prior to the date of disclosure by Disclosing Party;

 

(ii) was in the public domain at the initiation of the JV or subsequently became publicly available through no fault or action of Receiving Party, or any Affiliate or any agents or representations of any of them; or

 

(iii) was disclosed to Receiving Party on a non-confidential basis by a Third Party authorized to disclose it.

 

 

(g) In no event will either Party be prohibited from disclosing Confidential Information of the other Party to the extent required by law to be disclosed, provided that the disclosing party provides the non-disclosing party with written notice thereof, prior to disclosure, to the extent reasonably practicable, discloses only what is required to be disclosed by law or regulation, and, at the non-disclosing party’s request and expense, cooperates with the non-disclosing party’s efforts to obtain a protective order or other confidential treatment of the Confidential Information required to be disclosed. The information so disclosed shall, notwithstanding the foregoing, remain Confidential Information for the purposes hereof.

 

(h) The Receiving Party may disclose Confidential Information of the Disclosing Party to a third party to the extent such disclosure is reasonably necessary to: (i) enforce or exercise rights granted under the provisions of this Agreement; or (ii) comply with applicable law. If a Receiving Party deems it necessary to disclose Confidential Information of the Disclosing Party as required by applicable law, such Receiving Party shall give reasonable advance written notice of such disclosure to the Disclosing Party to permit such Disclosing Party sufficient opportunity to object to such disclosure or to take measures to ensure confidential treatment of such information, and such Receiving Party shall cooperate with the Disclosing Party in securing such confidential treatment. The Parties shall promptly inform each other as to the activities or inquiries of any such governmental body relating to this Agreement, and shall reasonably cooperate to respond to any request for further information therefrom on a timely basis.

 

15. Miscellaneous Provisions.

 

(a) Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by New York law, excluding any laws that direct the application of another jurisdiction’s laws.

 

(b) Attorney Fees Provision. In any litigation, arbitration, or other proceeding by which one Party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

 

(c) Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) email, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

 

If to BeOp:

 

6 rue du Général Clergerie

Paris, France (75116)

Attn: Louis Prunel

E-mail: lprunel@beop.io

 

If to Collective Audience:

 

85 Broad Street, 16-079

New York, NY 10004

Attn: Peter Bordes

E-mail: peter@collectiveaudience.co

 

 

Or to such other address as either Party may from time to time specify in writing to the other Parties. Any notice shall be effective only upon delivery.

 

(d) Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by the Parties.

 

(e) Entire Agreement. This Agreement, the Binding LOI and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is either party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

 

(f) Severability of Agreement. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

 

(g) Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

 

(h) Ambiguities. Each Party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party.

 

(i) Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

 

 

(j) Headings. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

 

(k) Necessary Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

 

(l) Execution. This Agreement may be executed in counterparts and by electronic transmission.

 

(m) Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

 

(n) Force Majeure. No party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, pandemic, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence).

 

(o) Assignment. Neither party shall voluntarily or by operation of law assign, hypothecate, give, transfer, mortgage, sublet, license, or otherwise transfer or encumber all or part of its rights, duties, or other interests in this Agreement or the proceeds thereof (collectively, “Assignment’), without the other party’s prior written consent. Any attempt to make an Assignment in violation of this provision shall be a material default under this Agreement and any Assignment in violation of this provision shall be null and void.

 

SIGNED AND AGREED:
COLLECTIVE AUDIENCE, INC.
By:
Name/Title: Peter Bordes, CEO
THE ODYSSEY SAS (DBA BEOP)
By:
Name/Title: Louis Prunel, CEO

 

 

-10-

 

Exhibit 99.1

 

 

Collective Audience to Acquire BeOp, Adding Unique AI-Power, Conversational Advertising and Audience Data Offering to AdTech Ecosystem Platform

New York, NY, March 1, 2024 – (Nasdaq: CAUD), a leading innovator of audience-based performance advertising and media, has signed a binding letter of intent to acquire BeOp, an award-winning, Europe-based MarTech and AdTech industry-leading innovator.

 

BeOp brings to Collective Audience a cloud based modular platform. The industry’s first SaaS-, services- and marketplace-based, AI-powered, performance advertising and data platform for media and brands.

BeOp is revolutionizing the advertising landscape with its innovative technology tailored for the new digital media and advertising market KPIs such as attention measurement, engagement rate, attribution and time spent. The platform offers a self-serve interface as well as APIs that enable it to be integrated into any environment.

 

 

BeOp simplifies and unifies the tech stack while adding conversational and data collection features to ad creatives.  

Retail Media
BeOp's conversational ad units, powered by AI and dynamic ad creatives, captivate users attention. This approach ensures unmatched conversion rates in the retail media domain. With BeOp, every interaction becomes a sales opportunity.

Data
BeOp is already integrated with the leading DMPs (data management platforms) in the market. This integration positions Collective Audience at the forefront, offering the unique ability to create exclusive zero and first party segments for media. Empowering publishers for the first time with their data, these functionalities will soon be extended to advertisers, opening up new targeting and customization possibilities.

 

End of Third-party Cookies
With the disappearance of third-party cookies that have been the industry’s primary targeting mechanism, BeOp is positioned as an independent, cookieless solution. Its comprehensive suite of tools for audiences, data, and monetization offers the open web market a powerful solution to address current and future challenges. The combination of Collective Audience and BeOp represents the future of digital advertising.

 

BeOp’s conversational approach opens up new communication possibilities for brands and media to engage and convert consumers based on their interests. See examples of such conversational ad experiences BeOp created for leading brands, including Range Rover, Tommy Hilfiger and Samsung, here.

 

BeOp’s expert teams, based in France (Paris and Montpellier) and New York City, work with more than 80% of the top French advertisers and 90% of the country’s premium publishers. Customers also include more than 200 premium global publishers across the UK, North America and Australia, with BeOp helping to generate more than 50 million unique visitors per month.

 

Since its founding in 2017, the power and effectiveness of BeOp’s unique approach is reflected in its rapid revenue growth, reportedly climbing 35% to US$3.7 million in 2023.

 

Given the anticipated operational synergies with the existing Collective Audience digital ecosystem, the acquisition is expected to be operationally EBITDA positive upon completion. The additional benefits of scale and cross pollination are also expected to enhance Collective Audience’s overall revenue growth and profitability profile as a part of its rising tide growth model.

 

BeOp has won numerous awards, including the Innovation Competition by BPI France in 2018, a finalist in the Start & Pulse by Sofinco competition in 2021, and winner of the Cas d’Or du Conversationnel competition in 2022. BeOp was officially certified by the HappyIndex® AtWork in 2022, reflecting employee satisfaction in the company’s work environment.

 

To advance the relationship and integration process during the closing process, Collective Audience signed an exclusive interim license and joint venture agreement with BeOp for using its conversational advertising technology in North America pending completion of the acquisition.

 

The companies plan to integrate BeOp's platform into Collective Audience’s product offering to scale the BeOp’s U.S. market share, with this expected to facilitate an immediate ramp up in revenue generation for Collective Audience.

 

“Building on our success in Europe, BeOp is now set to conquer the North American market as an integral part of the Collective Audience platform,” stated BeOp co-founder and CEO, Louis Prunel. “Our new strategic partnership and the expected eventual merging of our companies opens up endless opportunities for propelling our technology to new dimensions. We see our combination creating an unprecedented growth opportunity.”

 

 

According to Collective Audience CEO, Peter Bordes: “BeOp technology is the most advanced, modern AI plus data-driven AdTech stack we have seen. It solves many of the issues the industry faces with its cookieless targeting and next generation high speed ad serving that empowers publishers with an audience data DMP, along with attention-based ad units that are the highest performing in the industry.”

 

“We see BeOp as two to three acquisitions rolled into one. Their exclusive integration with our platform positions us at the forefront, giving us the unique ability to create zero and first party audience segments for our supply and demand partners,” Bordes continued. “With this strategic partnership between Collective Audience and BeOp, the future of digital advertising knows no bounds.”

 

“As our first acquisition as Collective Audience, BeOp is reflective of the numerous highly valuable and successful potential acquisitions and JV partnerships we’re currently pursuing on a fast-track basis,” added Bordes. “We expect to make additional related major announcements over the coming weeks.”

 

The initial strategic partnership and anticipated acquisition is expected to help Collective Audience and BeOp to tap the vast opportunities in the rapidly expanding and evolving global AdTech market that is projected to grow at a 14.7% CAGR to reach $2.9 trillion by 2031.

 

Prunel and BeOp co-founder and COO, Nicolas Sadki, have been appointed to Collective Audience’s Advisor Collective, a recently announced strategic advisory community designed to advance the company’s mission of transforming the AdTech, MarTech and digital media industry.

 

The acquisition is structured as an all-stock transaction with assumption of certain BeOp liabilities and earn-out provisions. It is expected to close in the second quarter of 2024.

 

The acquisition would be consummated pursuant to a definitive acquisition agreement between Collective Audience and BeOp. While Collective Audience expects the transaction to be completed as agreed, it is dependent on certain closing terms and no assurances can be provided that the transaction will be completed as described.

 

Additional details and terms related to the planned transaction will be made available in a Form 8-K filed by Collective Audience and available at www.sec.gov.

 

About BeOp

The BeOp Creative Studio allows everyone to quickly create new advertising campaigns focused on engagement and interaction, incorporating user data collection and attention tracking natively, while functioning perfectly without cookies. This approach reinvigorates advertising on the Open Web by generating widespread consumer engagement, thereby multiplying advertising effectiveness for advertisers and sustainably defending the value of their spaces for publishers.

 

Data capture integrated from the creative stage is used by the BeOp Creative Studio to develop content for commerce operations, lead generation, data collection, pre-tests, post-tests, and studies—all with just a few clicks.

 

BeOp is transforming the advertising era: Instead of trying to impose imperative messages and then snatching a click, it seeks what would interest the consumer most and offers to teach them by giving them control. This approach, endorsed by consumers, allows BeOp creations to achieve memorization rates three times higher.

 

 

Publishers can integrate BeOp logic at all levels of their organization:

 

●

Editorial: Increase time spent by using the BeOp Creative Studio to create quizzes and other elements complementary to their articles.

 

●

Marketing / Data: to collect zero and first-party data (newsletter subscriptions, data for advertising retargeting, pre-tests, and post-tests.

 

●

Business: The ad sales team can create its offers from BeOp's advertising creations and deliver significantly more to its advertisers (performance, interaction data, attention, time spent, brand memorization.

 

BeOp's advertising creations are compatible with dissemination in their existing tools.

 

Publishers wishing to gain independence can integrate the BeOp Ad Server. Unlike other market solutions designed from the outset in the interest of advertisers and for a cookie-based mode, the BeOp Ad Server is designed in the interest of publishers and was created from the start to function in the new cookieless world. Lightning-fast, it is a valuable complement to existing tools and allows regaining control over advertising spaces and advertisers of all sizes.

 

BeOp Ad Server allows them to create as many buying platforms as desired (including direct advertiser), while also having as many sales platforms as necessary to match their commercial organization. They can also have access to their peers' space in overflow if they wish, enabling them to sign deals of all sizes.

 

Publishers with one site or 10,000 can market, deliver, and track all their advertising campaigns, while better defending the value of their spaces thanks to the performance of BeOp's advertising creations.

 

About Collective Audience
Collective Audience provides an innovative audience-based performance advertising and media platform for brands, agencies and publishers. The company has introduced a new open, interconnected, data driven, digital advertising and media ecosystem that will uniquely eliminate many inefficiencies in the digital ad buyer and seller process for brands, agencies and publishers. It will deliver long sought-after visibility, complementary technology, and unique audience data that drives focus on performance, brand reach, traffic and transactions.

 

For the AdTech providers and media buyers who come onto Collective Audience’s platform, they will be able to leverage audience data as a new asset class, powered by AI as an intelligence layer to guide decision making.

 

To learn more, visit collectiveaudience.co.

 

 

Important Cautions Regarding Forward-Looking Statements

 

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Collective Audience and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Collective Audience. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; unanticipated conditions that could adversely affect the company; the overall level of consumer demand for Collective Audience’s products/services; the ability of Collective Audience to consummate the BeOp acquisition, general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of Collective Audience’s customers; Collective Audience’s ability to implement its business strategy; changes in governmental regulation, Collective Audience’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to Collective Audience’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Collective Audience’s cash balance and ability to continue as a going concern; Collective Audience’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Collective Audience’s information systems; changes in tax laws and liabilities, legal, regulatory, political and economic risks. More information on potential factors that could affect Collective Audience’s financial results is included from time to time in Collective Audience’s public reports filed with the SEC. If any of these risks materialize or Collective Audience’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Collective Audience presently knows, or that Collective Audience currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Collective Audience’s expectations, plans or forecasts of future events and views as of the date of this press release. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Collective Audience anticipates that subsequent events and developments will cause their assessments to change. However, while Collective Audience may elect to update these forward-looking statements at some point in the future, Collective Audience specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Collective Audience’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Company Contact:

 

Peter Bordes, CEO
Collective Audience, Inc.
Email contact

 

Investor Contact:
Ron Both or Grant Stude

CMA Investor Relations
Tel (949) 432-7566
Email contact

 

Media Contact:
Tim Randall

CMA Media Relations
Tel (949) 432-7572
Email contact

 

 

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v3.24.0.1

Cover	Feb. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 29, 2024
Entity File Number	001-40723
Entity Registrant Name	COLLECTIVE AUDIENCE, INC.
Entity Central Index Key	0001854583
Entity Tax Identification Number	86-2861807
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	85 Broad Street 16-079
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	808
Local Phone Number	829-1057
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CAUD
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	CAUDW
Security Exchange Name	NASDAQ

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